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HomeMy WebLinkAbout03 OB RESO 14-12 - PUBLIC WORKS AGREEMENTAGENDA REPORT Oversight Board of the Successor Agency to the Tustin Community Redevelopment Agency MEETING DATE: JUNE 24, 2014 SUBJECT/ACTION: ADOPT OVERSIGHT BOARD RESOLUTION NO. 14-12, RECONSIDERING, AFFIRMING AND RATIFYING THE AMENDED AND REINSTATED PUBLIC WORKS AGREEMENT BETWEEN THE CITY OF TUSTIN AND THE SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY RECOMMENDATION / PROPOSED ACTION It is recommended the Oversight Board of the Successor Agency to the Tustin Community Redevelopment Agency adopt Oversight Board Resolution No. 14-12, reconsidering, affirming and ratifying the amended and reinstated Public Works Agreement between the City of Tustin and the Successor Agency to the Tustin Community Redevelopment Agency ("Successor Agency"), subject to the following condition: a) Should any subsequent modifications be required, the City Manager and/or Finance Director, or their authorized designee, shall be authorized to make any augmentation, modification, additions or revisions as may be necessary subject to certification by the Oversight Board Chair. (Note: This Resolution shall be effective after transmittal of this Resolution to the Department of Finance ("DoF") and the expiration of five (5) business days pending a request for review by DoF within the time periods set forth in the Dissolution Law. In this regard, if DoF requests review hereof, it will have 40 days from the date of its request to approve this Oversight Board action or return it to the Oversight Board for reconsideration and the action, if subject to review by DoF, will not be effective until approved by DoF.) BACKGROUND On June 2, 1993, the Tustin City Council and the Tustin Community Redevelopment Agency approved and authorized the execution of the Public Works Agreement ("Agreement") for the South Central Redevelopment Project Area. The Agreement required the Agency to reimburse the City for public improvements constructed as part of the Newport Avenue Extension Project. On June 29, 2011, Assembly Bill x1 26 became effective, causing the dissolution and wind down of all redevelopment agencies; thereafter, Assembly Bill 1484 and other Agenda Report June 24, 2014 Page 2 implementing legislation to Division 24, Parts 1.8 and 1.85 of the California Health & Safety Code (together, "Dissolution Law"). All redevelopment agencies in California were dissolved as of and on February 1, 2012, and the Successor Agency became responsible for winding down redevelopment activities in the City of Tustin. At the time of Dissolution, the City had made $38,254,807 in contracted improvements to be reimbursed under the Agreement. In compliance with Health and Safety Code ("HSC") Section 34177, the Successor Agency submitted a Recognized Obligation Payment Schedule ("ROPS") on March 15, 2012, to the State of California Department of Finance ("DoF") for approval. DoF recognized the Agreement as an enforceable obligation and approved the request for $8,558,775 in Redevelopment Property Tax Trust Funds ("RPTTF") to reimburse the City in accordance with the Agreement. In accordance with Dissolution Law's ROPS submission deadlines, the Successor Agency included the Agreement on ROPS II and ROPS III. DoF approved payments of $1,954,712 for each period. On February 27, 2013, the Successor Agency submitted ROPS 13-14A, including a line item request of $1,954,712 for the Public Works Agreement. On April 13, 2013, DoF denied the City's request for payment, reversing their position on the Agreement as an enforceable obligation. On April 19, 2013, the City requested and was granted a "Meet and Confer' session for May 1, 2013. After presenting documentation supporting the City's contention that the Agreement is an enforceable obligation, DoF responded with a denial letter on May 17, 2013, maintaining its position the Agreement is not an enforceable obligation and not eligible to receive RPTTF. As a result of the passage of Assembly Bill 1484 in June of 2012, a provision was added to the Dissolution Law providing successor agencies with an opportunity to reinstate "loan agreements" through a Finding of Completion ("Finding") provision. On May 10, 2013, the Successor Agency remitted what it believes to be its last remaining unencumbered funds to the Orange County Auditor -Controller and on May 13, 2013, requested a Finding from DoF. On July 3, 2013, DoF informed the Successor Agency that a Finding would not be issued until after the Successor Agency remitted the principal and interest due on December 1, 2013, for the December 31, 2008, Promissory Note between the City and Successor Agency. DoF's failure to issue the required finding of completion is contrary to the requirements under HSC Section 34179.7, including their failure to provide a response within five business days of the Agency's May 13th request. In response, the City, the Successor Agency and the Tustin Housing Authority filed a "Petition for Writ of Mandate and Complaint for Declaratory and Injunctive Relief' ("Petition") in August with the Superior Court of the State of California ("Court") in Sacramento County. Agenda Report June 24, 2014 Page 3 In preparation for the March 2014 hearing on the Petition, on January 21St, the City and Successor Agency approved the Amended Public Works Agreement ("Amended Agreement"); and, then on January 28t", the Oversight Board adopted Resolution No. 14-03 that amended and reinstated the Agreement, which under Section 34191.4(b)(2) establishes a payment schedule for repayment of the loan and set interest at the Local Agency Investment Fund rate. The DoF denied the Oversight Board's action. In anticipation of a favorable ruling from the Court, the Successor Agency submitted the Oversight Board -approved, Recognized Obligation Payment Schedule 14-15A ("ROPS 14-15A") to DoF on February 27, 2014, including the Amended Agreement. The DoF issued the ROPS 14-15A review letter on April 11, 2014, and, the DoF again denied the Amended Agreement as an enforceable obligation. The Successor Agency requested a "Meet and Confer", seeking to list the Amended Agreement (and other disallowed items) on ROPS 14-15A based on the April 7, 2014, Court decision on Petition Case No. 34-2013-80001623. The Court held that the Amended Agreement is not an enforceable obligation, but it is a contract eligible to be reinstated under Section 34191.4 after the issuance of a Finding of Completion; and the Court ruled in Tustin's favor that the DoF erred in refusing to issue to Tustin its Finding of Completion after the due diligence payments were made in May 2013. On April 24, 2014, the Court issued a Writ mandating DoF to issue the Successor Agency its Finding of Completion, nunc pro tunc as of May 15, 2013. On April 29, 2014, the Oversight Board reconsidered Oversight Board Resolution No. 14-03 and adopted Oversight Board Resolution No. 14-08, affirming and ratifying the previously approved Amended Agreement. The Oversight Board determined the Amended Agreement was a loan that was entered into for legitimate redevelopment purposes. On May 14, 2014, DoF did not approve Oversight Board Resolution No. 14-08, citing Section 34191.4(b)(1) which specifically states that loan agreements between the agency and the city that created it shall be deemed enforceable obligations provide that the Oversight Board makes a finding that the loan was for legitimate redevelopment purposes. DoF determined that without the original executed loan agreement it was unclear how the Oversight Board could make the finding that the loan was for legitimate redevelopment purposes. Furthermore, DoF determined the Public Works Agreement is a reimbursement agreement, not a loan agreement. As authorized by Section 34179(h), DoF returned the Oversight Board action to the Oversight Board for reconsideration. Pursuant to Section 34179(h), the Oversight Board has reconsidered the Amended Agreement and has determined the following: Agenda Report June 24, 2014 Page 4 1. Unexecuted Agreements with Minutes documenting approval actions by the governing boards are considered enforceable contracts by the courts; and 2. The Amended Agreement is a loan as defined by all standards of acceptable legal and business practice; and 3. The loan was for legitimate redevelopment purposes, causing redevelopment in accordance with the South Central Redevelopment Project Area Redevelopment Plan and Implementation Plan. The Oversight Board has determined reaffirming and re -ratifying the previously approved and reinstated Amended Agreement and submission to DoF is in the best interest of the City and Successor Agency and in accord with the public purposes and provisions of applicable state and local laws and requirements. A copy of the Amended Agreement is attached to Oversight Board Resolution No. 14-12. Staff is available to answer any questions the Oversight Board may have. Attachment: Oversight Board Resolution No. 14-12 OVERSIGHT BOARD RESOLUTION NO. 14-12 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY RECONSIDERING, AFFIRMING AND RATIFYING THE AMENDED AND REINSTATED PUBLIC WORKS AGREEMENT BETWEEN THE CITY OF TUSTIN AND THE SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY The Oversight Board of the Successor Agency to the Tustin Community Redevelopment Agency finds, determines and declares as follows: A. The former Tustin Community Redevelopment Agency ("Agency") was a community redevelopment agency previously organized and existing under the California Community Redevelopment Law, Health and Safety Code Sections 33000, et seq. ("CRL") and prior to its dissolution was authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council ("City Council") of the City of Tustin ("City"); and B. The City of Tustin is a municipal corporation of the State of California; and C. Assembly Bill X1 26 added Parts 1.8 and 1.85 to Division 24 of the California Health and Safety Code, which laws cause the dissolution and wind down of all redevelopment agencies ("Dissolution Law"); and D. On December 29, 2011, in the petition California Redevelopment Association, et al v. Ana Matosantos, et al ("Matosantos Decision"), the California Supreme Court upheld the Dissolution Act and thereby all redevelopment agencies in California were dissolved as of and on February 1, 2012 under the dates in the Dissolution Act that were reformed and extended thereby ("Supreme Court Decision"); and E. As of February 1, 2012, the former Agency was dissolved pursuant to the Dissolution Laws and as a separate public entity, corporate and politic the Successor Agency administers the enforceable obligations of the former Agency and otherwise unwinds the former Agency's affairs, all subject to the review and approval by a seven -member oversight board ("Oversight Board"); and F. Section 34179 provides that the Oversight Board has fiduciary responsibilities to holders of enforceable obligations and the affected taxing entities that benefit from distributions of property tax and other revenues pursuant to Section 34188 of Part 1.85 of the Dissolution Laws; and G. Pursuant to Section 34179, the Successor Agency's Oversight Board has been formed and the initial meeting occurred on March 13, 2012; and H. Section 34179(e), as amended by Assembly Bill 1484 ("AB 1484"), requires all actions taken by the Oversight Board to be adopted by resolution; and Oversight Board Resolution 14-12 Page 1 of 5 1. Section 34177(a) permits the Successor Agency to make payments due for enforceable obligations; and J. Section 34177(1) requires the Successor Agency to prepare a Recognized Obligation Payment Schedule ("ROPS") before each six-month fiscal period that lists its Enforceable Obligations; and K. Section 34191.4(b) authorizes the City and Successor Agency to reestablish prior loan agreements between the City and the former Agency; and L. On June 2, 1993, the Tustin City Council and Tustin Community Redevelopment Agency approved the Public Works Agreement for the South Central Project Area; and M. The Public Works Agreement required the Agency to reimburse the City for infrastructure improvements constructed as part of the Newport Avenue Extension Project; and N. In accordance with the Dissolution Act, the Successor Agency has listed the Public Works Agreement on the first four Recognized Obligation Payment Schedules ("ROPS") submitted to the State of California Department of Finance ("DoF"); and O. After recognizing and approving the Public Works Agreement as an enforceable obligation on the first three BOPS submittals, DoF denied the Agreement during the fourth BOPS submittal, stating that it is not an enforceable obligation, and indicated the Successor Agency could seek to reinstate the Agreement upon receiving a Finding of Completion ("Finding"); and P. On May 10, 2013, the Successor Agency remitted what it believed to be its last remaining unencumbered funds to the Orange County Auditor -Controller and on May 13, 2013, requested a Finding from DoF; and Q. On July 3, 2013, DoF informed the Successor Agency that a Finding would not be issued until after the Successor Agency remitted the principal and interest due on December 1, 2013, for the December 31, 2008 Promissory Note between the City and Successor Agency; and R. In response, the City, the Successor Agency and the Tustin Housing Authority filed a "Petition for Writ of Mandate and Complaint for Declaratory and Injunctive Relief' with the Superior Court of the State of California in Sacramento County; and S. The City and Successor Agency have determined it is necessary and appropriate to amend and reinstate the Public Works Agreement originally entered into by and between the City of Tustin and the former Tustin Community Redevelopment Agency on June 2, 1993, as an enforceable obligation; and T. On January 28, 2014, the Oversight Board duly considered all other related matters and found the Amended Public Works Agreement were for legitimate redevelopment purposes and deemed the Amended Public Works Agreement an enforceable obligation by adopting Oversight Board Resolution No. 14-03; and Oversight Board Resolution 14-12 Page 2 of 5 U. On February 20, 2014, the DoF did not approve Oversight Board Resolution No. 14-03 and returned it to the Oversight Board for reconsideration when the Successor Agency receives the Finding; and V. On April 24, 2014, the Superior Court, County of Sacramento issued its ruling in the Petition Case No. 34-2013-80001623 under which a Writ mandated the State Department of Finance ("DoF") to issue the Successor Agency its Finding of Completion, nunc pro tunc as of May 15, 2013; and W. On April 29, 2014, the Oversight Board reconsidered Oversight Board Resolution No. 14-03 and adopted Oversight Board Resolution No. 14-08, affirming and ratifying the previously approved Amended Public Works Agreement and submission to DoF was in the best interest of the City and Successor Agency and in the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements; and X. Also, by this Oversight Board Resolution No. 14-08 reaffirmed that the Amended Public Works Agreement was entered into for legitimate redevelopment purposes, that the Agreement, as amended and reinstated, is an enforceable obligation; and Y. On May 14, 2014, DoF did not approve Oversight Board Resolution No. 14-08, citing Section 34191.4(b)(1) which specifically states that loan agreements between the agency and the city that created it shall be deemed enforceable obligations provide that the Oversight Board makes a finding that the loan was for legitimate redevelopment purposes. However, DoF determined that without the original executed loan agreement it was unclear how the Oversight Board could make the finding that the loan was for legitimate redevelopment purposes. Furthermore, DoF determined the Public Works Agreement is a reimbursement agreement, not a loan agreement; and Z. The Oversight Board has reconsidered the Amended Public Works Agreement and determined Unexecuted Agreements with Minutes documenting approval actions by the governing boards are considered enforceable contracts by the courts and, as such, the Amended Public Works Agreement should be recognized as an enforceable contract; and AA. The Oversight Board has reconsidered the Amended Public Works Agreement and has determined the Agreement is a loan as defined by all standards of acceptable legal and business practice and the loan was for legitimate redevelopment purposes; and BB. The Oversight Board has determined reaffirming and re -ratifying the previously approved Amended Public Works Agreement and submission to DoF is in the best interest of the City and Agency and in the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements. NOW, THEREFORE, BE IT RESOLVED BY A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY: Oversight Board Resolution 14-12 Page 3 of 5 Section 1. The foregoing recitals are incorporated into this Resolution by this reference, and constitute a material part of this Resolution. Section 2. The Oversight Board, in reconsideration, reaffirms and ratifies the previously approved and reinstated Amended Public Works Agreement as an enforceable loan agreement in accordance with Section 34191.4(b)(1), attached hereto as Attachment No. 1 and incorporated herein, and further authorizes the Successor Agency to transmit this Resolution to the State Department of Finance ("DoF"). Section 3. The Executive Director of the Successor Agency or his authorized designee is directed to post this Resolution on the City/Successor Agency website. Section 4. This Resolution shall be effective after transmittal of this Resolution to DoF and the expiration of five (5) business days pending a request for review by DoF within the time periods set forth in Assembly Bill No. 1484. In this request, if DoF requests review hereof, it will have 40 days from the date of its request to approve this Oversight Board action or return it to the Oversight Board for reconsideration and the action, if subject to review by DoF, will not be effective until approved by DoF. Section 5. The Secretary of the Oversight Board shall certify to the adoption of this Resolution. APPROVED AND ADOPTED this 24th day of June, 2014. Doug Davert, Chairman Oversight Board of the Successor Agency to the Tustin Community Redevelopment Agency ATTEST: Charles E. "Chuck" Puckett, Secretary Oversight Board of the Successor Agency to the Tustin Community Redevelopment Agency Oversight Board Resolution 14-12 Page 4 of 5 STATE OF CALIFORNIA ) COUNTY OF ORANGE )SS CITY OF TUSTIN ) I, CHARLES E. "CHUCK' PUCKETT, Secretary of the Oversight Board of the Successor Agency to the Tustin Community Redevelopment Agency, do hereby certify that the whole number of the members of the Agency Board is seven; that the above and foregoing Resolution No. 14-12 was duly passed and adopted at a regular meeting of the Oversight Board, held on the 24th day of June, 2014, by the following vote: BOARD MEMBER AYES: BOARD MEMBER NOES: BOARD MEMBERS ABSTAINED: BOARD MEMBERS ABSENT: Charles E. "Chuck" Puckett, Secretary Oversight Board of the Successor Agency to the Tustin Community Redevelopment Agency Attachment No. 1 — First Amendment to the Public Works Agreement Oversight Board Resolution 14-12 Page 5 of 5 ATTACHMENT NO. 1 FIRST AMENDMENT TO THE PUBLIC WORKS AGREEMENT [Attached] FIRST AMENDMENT TO THE PUBLIC WORKS AGREEMENT SOUTH CENTRAL REDEVELOPMLNT PROJECT This FIRST AMENDMENT TO THE PUBLIC WORKS AGREEMENT ("First Amendment") is entered into as of this 21st day of January, 2014 ("Effective Date") by and between the CITY OF TUSTIN, a municipal corporation ("City"), and the SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic ("Successor Agency"), RECITALS A. By Ordinance No. 891 adopted on July 18, 1983, the City Council of the City of Tustin adopted and approved a certain Redevelopment Plan ("Redevelopment Plan") for the South Central Redevelopment Project (the "Project"); and B. Pursuant to the Community Redevelopment Law of the State of California (Health and Safety Code Section 33000 et seq.), the former Tustin Community Redevelopment Agency ("former Agency") and then the Successor Agency have been carrying out the Redevelopment Plan for the Project in the Redevelopment Project Area ("Project Area"); and C. In furtherance of the Project, the former Agency and the City entered into that certain Public Works Agreement ("Public Works Agreement") under which the City caused the installation and construction of certain street, utility and other public improvements and facilities to serve the Project ("Improvements") as described in EXHIBIT 'A' attached hereto and incorporated herein, and the former Agency is obligated by such contract to pay the City for the costs of such public improvements by periodic payments over a period of years according to the terms of this Agreement; and D. The former Agency and the City Council of the City found and determined that the public improvements to be provided and thereafter provided pursuant to the Public Works Agreement were of benefit to the Project Area and that no other reasonable means of financing such improvements were available to the community; and E. The Successor Agency is a public body corporate and politic, organized and operating under Parts 1.8 and 1.85 of Division 24 of the California Health and Safety Code, and the successor the former Tustin Community Redevelopment Agency ("former Agency") that was previously a community redevelopment agency organized and existing pursuant to the Community Redevelopment Law, Health and Safety Code Section 33000, et seq. ("CRL"); aiid F. Assembly Bill xl 26 ("AB xl 26") added Parts 1.8 and 1.85 to Division 24 of the California Health & Safety Code and which laws were modified, in part, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association, et al. v> Ana Matosantos, et al., Case No. 5194861 ("Madosantos Decision"), which laws and court opinion caused the dissolution of all redevelopment agencies and winding down of the affairs of former redevelopment agencies; thereafter, such laws were amended further by Assembly Bill 1484 ("AB 1484") (together AB xl 26, the Matosantos Decision, and AB 1484 are referred to as the "Dissolution Laws"), and all statutory references herein are to the Health and Safety Code of the Dissolution Laws unless otherwise stated; and G. As of February 1, 2012 the former Agency was dissolved pursuant to the Dissolution Laws and as a separate public entity, corporate and politic the Successor Agency administers the enforceable obligations of the former Agency and otherwise unwinds the former Agency's affairs, all subject to the review and approval by a seven -member oversight board ("Oversight Hoard"); and H. Section 34179 provides that the Oversight Board has fiduciary responsibilities to holders of enforceable obligations and the affected taxing entities that benefit from distributions of property tax and other revenues pursuant to Section 34188 of Part 1.85 of the Dissolution Laws; and 1. At the time of Dissolution, the City had made S38,254,807 in contracted public improvements that the former Agency was obligated to reimburse under the Public Works Agreement; and J. In accordance with the Dissolution Act and in order to receive Redevelopment Property Tax Trust Funds ("RPTTF"), the Successor Agency submitted the Public Works Agreement on a Recognized Obligation Payment Schedule ("ROPS") for approval by the State of California Department of Finance ("DoF"); and K. After approving the Public Works Agreement as an enforceable obligation and authorizing funding therefor from RPTTF funds on the Successor Agency's first three ROPE submittals (ROPS I, II and III), DoF denied the Public Works Agreement in the fourth RODS (RODS 13-14A), reversing its prior determinations that such contract is an enforceable obligation and to be funded from RPTTF monies; and L. On April 19, 2013, the Successor Agency requested and was granted a "Meet and Confer" session with the Dol that occurred on May 1, 2013; and M. After considering the Successor Agency's (and City's) documentation supporting the Public Works Agreement as an enforceable obligation, DoF issued its decision letter dated May 17, 2013 that denied funding pursuant to thereto, re -asserted its position regarding ROPS I3 -14A that the Public Works Agreement is not an enforceable obligation and indicated the Successor Agency could seek to reinstate the Public Works Agreement upon receiving a Finding of Completion ("Finding"); and N. On May 10, 2013, the Successor Agency remitted what it believed to be its last remaining unencumbered funds to the Orange County Auditor -Controller and on May 13, 2013, requested a Finding from DoF; and 0. On July 3, 2013, DoF informed the Successor Agency that a Finding would not be issued until after the Successor Agency remitted the principal and interest due on December 1, 2013 for the December 31, 2008 Promissory Note between the City and Successor Agency even though such monies were not due at the time of the "true -up" payment in July 2012 nor at the time of completion of DoF's review of the due diligence review reports in late 2012 and early 2013; and P. In response, the City, the Successor Agency and the Tustin Housing Authority have filed a "Petition for Writ of Mandate and Complaint for Declaratory and Injunctive 2 RelieF' in the Superior Court, County of Sacramento, pursuant to the Dissolution Laws ("Petition"); and Q. While the Finding has been withheld from the Successor Agency under the Dissolution Laws, nonetheless as a part of the facts and information to be submitted to the Superior Court in connection with advancing the Petition, the City and the Successor Agency have determined it necessary and appropriate to amend and reinstate the Public Works Agreement originally entered into by and between the City of Tustin and the former Agency as an enforceable obligation; and R. Under the Dissolution Laws, by this First Amendment the Public Works Agreement will be reinstated and re-established and thereafter will be submitted to the Oversight Board for review and determination that such contract, as amended, is an enforceable obligation and if approved then the matter will be submitted again to the DoF for review and approval; and S. This First Amendment sets forth the terms for repayment of the Public Works Agreement as reinstated and re-established pursuant to a new, defined repayment schedule over a reasonable tern of years, which is set forth in EXHIBIT `B' attached hereto and fully incorporated by this reference with interest accruing at the rate earned by funds deposited into the Local Agency Investment Fund ("LAIF") pursuant to Section 34191,4 and other terms as set forth hereinafter. NOW THEREFORE, in consideration of the mutual covenants, agreements and considerations contained herein, the City and the Successor Agency hereby agree the following sections shall be amended: 1. Mo ifica `on tg Lhg Qrimgl P lig Wgrh5 Agmement,The following sections of the Original Public Works Agreement are hereby amended as follows: a) Section 2. Payment by the Agency is hereby deleted in its entirety and replaced as follows: "In consideration of the undertakings of the City under Section I of this Agreement, and after first making adequate provision for the annual payment of principal and interest due on any bonds or other indebtedness of the former Agency which may be incurred by the former Agency in carrying out the Project and for which the annual tax allocations to the former Agency from the Project ("Tax Allocations") are pledged or committed, the former Agency shall reimburse the City for constructed improvements. At the time of Dissolution, the Successor Agency owed the City $38,254,807 in contracted improvements. Pursuant to the Dissolution Act, the Successor Agency shall reimburse the City from Redevelopment Property Tax Trust Funds ("RPTTF") allocated through the Recognized Obligation Payment Schedule process. To date, the Successor Agency has reimbursed the City $12,468,199 in RPTTF, leaving a principal and interest balance of $25,934,993. Upon meeting the requirements outlined in Health and Safety Code ("HSC") Section 34191.4(b)(2)(A), the Successor Agency will make five annual 3 payments in the amount of $5,190,371. In the event the RPTTF received are not sufficient to make a $5,190,371 payment, principal and interest balances will be rolled over into subsequent payments. The attached payment schedule, EXHIBIT `B', is in accordance with HSC Section 34191.4(b)(2), utilizing an interest rate not to exceed the interest rate earned by funds deposited into the Local Agency Investment Fund." b) Section 4. Termination of Agreement is hereby deleted in its entirety and replaced as follows: "This Agreement and the obligations of the City and the Successor Agency hereunder shall terminate with the improvements completed by the City at the time of Dissolution and upon the Successor Agency completely paying off the principal balance of $38,254,807 plus accrued interest." 2. lug=oration of Recitals. Each recital set forth above in this First Amendment shall be deemed to be part of the Public Works Agreement as amended by this First Amendment. 3. First Amodment, This First Amendment constitutes a part of the Public Works Agreement and any reference to the Public Works Agreement shall be deemed to include a reference to such Public Works Agreement as amended hereby. 4.I11oree and Affect. Except as otherwise amended previously and herein, all terms, covenants, conditions and provisions of the Public Works Agreement shall remaining full force and effect. 5. _Loan for Legitimate Redevelopment Purpose,, ;submittal of First. Am ndment to Oversisht Hoa:._ _.. g _. 'she Successor Agency agrees to submit this First Amendment (with copies of the original Public Works Agreement and attachments) to the Oversight Board for its review, approval and determination that the Public Works Agreement and monies advanced by the City to the Successor Agency occurred for legitimate redevelopment purposes, specifically for public improvements of benefit to the Project Area. Thereafter, this First Amendment shall be submitted to the DOF for its review and approval pursuant to the Dissolution Laws. 6. Successor A First A en rn `_( original Public Works n Emh ROPS untii d loaned Are Repaid. The Successor Agency agrees to list this First Amendment (and original Public Works Agreement) as an enforceable obligation on each RODS during each six-month fiscal period until repaid in full pursuant to the provisions of the Dissolution Laws. This first RODS to so list this Agreement will be ROPS 14-15A for the six-month fiscal period of July 1, 2014 to December 31, 2014. [signatures on next page] 4 IN WITNESS WHEREOF, the City and the Successor Agency have executed the First Amendment to the Public Works Agreement as of the Effective Date. CITY: ATTEST: CITY CLE By: �- Jeffrey)q. Parker I APP OVE AS T By; .. David E. Kendig, City Attorney ATTEST: r CITY CLE TO SUCCESSOR AGENCY By; 71' (- 1167 Jefftey C. Parker APPROVED 0 Agency SUCCESSOR AGENCY: SUCCESSOR AGENCY TO TUSTIN COMMUNITY REDEVELOPMENT A EN public orporate and politic By: ,t1 Elwyn A Murray; Chair Attachments: EXHIBIT 'A' - South Central Project Area Critical Public Improvements and Facilities EXHIBIT `B' - Public Works Agreement Payment Schedule EXHIBIT 'A' SOUTH CENTRAL PROJECT AREA CRITICAL PUBLIC IMPROVEMENTS AND FACILITIES Project Description: Extension of Newport Avenue south, under an existing railroad right of way and County flood control channel. The project will include the construction ofa new on and off ramp configuration for Newport Avenue and the SR -55 Freeway; the relocationand improvement to water and other utilities and storm drains and other improvements to Edinger Avenue, Estimated Project Costs: Newport Avenue Extension SR -55 Freeway Ramps Utility and Storm Drain Upgrade Relocation Edinger Avenue Improvements A-1 S18,300,000 4,700,000 4,200,000 6.2W000 000 $33,500,000 PAYMENT SCHEDULE {attached} A-1 L33 x w l °4. opo n Q IR Y9 tV M ppN,�pp-+ h vi dr9 N fA fAA 6N9 rr h N Go r^n ^ per_ � N N as V3 V) a wotaa"'. a