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HomeMy WebLinkAbout2012-12-11 Oversight Board to Successor AgencyREGULAR MEETING OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE AGENDA BRIAN TISDALE, CHAIR V+VM.I- AKE- ELS]NDRE.ORG JUSTIN CARLSON, BOARD MEMBER DAVE OSTER, BOARD MEMBER GENIE KELLEY, BOARD MEMBER GEORGE LANDON, BOARD MEMBER ROGER SCHULTZ, VICE CHAIR PHIL WILLIAMS, BOARD MEMBER (951) 674 -3124 PHONE (951) 674 -2392 FAX LAKE ELSINORE CITY HALL 130 SOUTH MAIN STREET LAKE ELSINORE, CA 92530 rrrrrrrrrrrrrrrrrrrsrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr December 11, 2012 at 3:30 P.M. 3 i The agenda is posted 72 hours prior to each meeting outside of the Lake Elsinore City Hall located at 130 South Main Street and is available at each meeting. The agenda and related reports are also available at the Lake Elsinore City Clerk's Office on the Friday prior to the Oversight Board meeting and are available on the City's website at wwwjake- elslnore.oEg. Any writing distributed within 72 hours of the meeting will be made available to the public at the time it is distributed to the Oversight Board. In compliance with the Americans with Disabilities Act, any person with a disability who requires a modification or accommodation in order to participate in a meeting should contact the Lake Elsinore City Clerk's Office at (951) 674 -3124 Ext. 262, at least 48 hours before the meeting to make reasonable arrangements to ensure accessibility. Oversight Board Agenda Page 2 of 4 Meeting of December 11,2012 CALL TO ORDER - 3 :30 P.M. • Mayor Brian Tisdale, Chairman (City of Lake Elsinore — Mayor's appointment) • Mr. Justin Carlson, Board Member (City of Lake Elsinore — Employee Union Member) • Mr. nave Oster, Board Member (President, Storm Baseball - County Board of Supervisor's appointment) • Ms. Genie Kelley, Board Member (County Board of Supervisor's member of the public appointment) • George Landon, Board Member (County Superintendent of Schools appointment) • Dr. Roger Schultz, Vice Chairman (Su per! ntendent/President Mt San Jacinto Community College District - Community College District appointment) • Director Phil Williams, Board Member (EVMWD appointment) PUBLIC COMMENTS — AGENDIZED ITEMS {Tease read & complete a form bequest to Address the Oversight Board prior to the start of the Oversight Board meeting and submit it to the Secretary /Clerk. The Chairperson will call on you to speak when your item is called.) Introduction of Board Member George Landon, Assistant Superintendent of Fiscal Services at the Lake Elsinore Unified School District 1. Approval of Minutes Recommendation: It is recommended that the Oversight Board approve the minutes of: a. Oversight Board Special Meeting October 12, 2012 2. Update on Successor Agency Activities a. Warrant Lists Recommendation: It is recommended that the Oversight Board receive and file the Warrant Lists. Oversight Board Agenda Page 3 of 4 Meeting of December 11, 2012 BUSINESS ITEMS 3. Stadium Interim Management Agreement Recommendation: That the Oversight Board adopt Resolution No. OB -2012 -013 Approving the Stadium Interim Management Agreement Dated January 1, 2013 Between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP. 4. Oversight Board Legal Counsel Recommendation: That the Oversight Board receive and file a report from the subcommittee as to the status of its review of the proposals and direct staff to send an acknowledgment to each applicant that its proposal has been received. 5. Status of Due Diligence Reviews, Presentation of Oversight Board 2012 -2013 Perpetual Calendar and Consideration of Special Meeting on January 15, 2013. Recommendation: It is recommended that the Oversight Board receive and file the Staff Report and attached Oversight Board 2012 -2013 Perpetual Calendar and consider a special meeting on January 15, 2013. PUBLIC COMMENTS — NON- AGENDIZED ITEMS STAFF COMMENTS OVERSIGHT BOARD MEMBER COMMENTS ILiAI7i]�►lt'il��ra The Oversight Board will adjourn this meeting to the regular meeting to be held at 3:30 p.m. on January 8, 2013, at the City Hall, Conference Room A located at 130 S. Main Street, Lake Elsinore, CA. Oversight Board Agenda page 4 of 4 Meeting of December 11, 2012 A. e FImy A V is i vF P S i lids 1, Virginia J. Bloom, the City Clerk of the City of Lake Elsinore, do hereby affirm that a cony of the foregoing Agenda of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore Regular Meeting of December 11, 2012 was posted at City Hall 72 hours in advance of this meeting. Virginia J. Bloom City of Lake Elsinore, California OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE TO: MEMBERS OF THE OVERSIGHT BOARD FROM: BARBARA LEIBOLD, SUCCESSOR AGENCY COUNSEL DATE: DECEMBER 11, 2012 SUBJECT: APPROVAL OF MINUTE(S) Discussion The following Oversight Board Meeting Minute(s) are submitted for approval: a. Oversight Board Special Meeting October 12, 2012 Recommendation It is recommended that the Oversight Board approve the minutes of: a. Oversight Board Special Meeting October 12, 2012 Prepared by: Virginia Bloom City Clerk/Oversight Board Secretary AGENDA ITEM 1 Page 1 SPECIAL MEETING OVERSIGHT BOARD TO THE IZI lOr�QQC)D A('-[=Nlr-V TWI= D1=nE-_V1:1 nDMEWT Ar--[=Flr-V L1.-Vi L_ i V I L_ pit- THE.CITYOF LAKE ELSINORE 183 No. Main Street, Lake Elsinore, ",-,A 92530 MINUTES October 12, 2012 Iffil I M Chairman Tisdale called the meeting to order at 9.04 a.m. PLEDGE OF ALLEGIANCE Board Member Oster led the pledge of allegiance. PRESENT: Brian Tisdale, Chairman Dr. Roger Schultz, Vice-Chair Justin Carlson, Board Member Dave Oster, Board Member Erin Lillibridge, Board Member Phil Williams, Board Member ABSENT: Genie Kelley, Board Member Also present: City Attorney Barbara Leibold, Interim City Manager Thomas Evans, City Clerk/Board Secretary Virginia Bloom, and Director of Administrative Services James Riley, PUBLIC COMMENTS ® AGENDIZED ITEMS None [He =I- rnMQ1=MT rALENDAR 1. Approval of Minutes Recommendation: It is recommended that the Oversight Board approve the minutes of: a. Oversight Board Regular Meeting of August 28, 2012 b, Oversight Board Special Meeting of October 3, 2012 AGENDA ITE M 1 Page 2 Special Oversight Board Meeting Minutes of October 12, 2012 Motion by Vice -Chair Schultz, seconded by Board Member Carlson to approve the Consent Agenda was approved by unanimous vote. BUSINESS ITEMS 2. LMIHF Due Diligence Review Recommendations: That the Oversight Board approve Resolution No. OB- 2012 -12 accepting the Due Diligence Review of the Low and Moderate Income Housing Fund {LMIHF} prepared by White Nelson Diehl Evans LLP on behalf of the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore pursuant to California Health and Safety Code Section 34179.5, and determining that $5,598,729 of cash and cash equivalents of unencumbered LMIHF monies are available for disbursement as provided in Section 34179.5. City Attorney Leibold presented the staff report and summarized that the LMIHF Review concluded that $5,598,729 of unencumbered LMIHF were available for allocation to the County Auditor Controller. She stated that the Oversight Board's determination of the LMIHF Due Diligence Review would be transmitted to the DOF on October 15 and that the Successor Agency would submit the funds to the County Auditor Controller in late November. She also referenced the estimate from the County Auditor - Controller of the distribution of those funds to the various taxing agencies. Board Member Williams asked if the distribution list would include additional funds. City Attorney Leibold answered that no additional funds were anticipated as this is a one -time distribution. She also stated that the next step would include review of the non - housing funds, but noted that it is expected that all of these funds are encumbered and that no funds would likely be available for distribution to the taxing agencies. Motion by Board Member Williams, seconded by Vice -Chair Schultz to approve Resolution No. OB- 2012 -12 passed by unanimous vote. 3. Consideration of Cancellation of November 13 and December 25, 2012 Regular Meetings Recommendation: It is recommended that the Oversight Board cancel its regularly scheduled meetings of November 13 and December 25, 2012. City Attorney Leibold presented the report and offered that the subcommittee will make a report to the Oversight Board of its review of the RFPs received relating to Legal Counsel at the regular meeting of October 23; that it is anticipated that the Public Comment meeting for the non - housing funds would be held at the regular meeting of November 27th and the approval of the non- housing funds scheduled for the regular meeting of December 11, 2012. AGENDA ITEM 1 Page 3 Special Oversight Board Meeting Minutes of October 12, 2012 Motion by Board Member Williams, seconded by Board Member Oster to approve cancellation of the regularly scheduled meetings of November 13 and December 25, 2012, passed by unanimous vote. I a WFL STAFF COMMENTS City Attorney Leibold announced that the Request for Proposals for Legal Counsel Services to the Oversight Board was posted on the City's website and on the League of California Cities website and that 3 proposals had been received so far, with the closing date of Monday, October 15, 20120 Vice-Chair Schultz requested a calendar of upcoming deadlines relating to the Oversight Board be provided to the Board Members. Chairman Tisdale suggested the Oversight Board deadlines be provided in a format similar to the City's perpetual calendar and provided to the Board Members. City Attorney Leibold answered in the affirmative. Board Member Lillibridge announced that she will be moving to a new School District and has offered to continue to sit on the Lake Elsinore Oversight Board; however, she wasn't sure what the School District would be doing about her appointed seat. She offered to keep staff informed. There being no further business to come before the Oversight Board, Chairman Tisdale adjourned the meeting at 9:15 a.m. to the regularly scheduled meeting of October 23, 2012 at 3:30 p.m. to be held at the Cultural Center located at 183 N. Main Street in Lake Elsinore, CA. Brian Tisdale, Chairman ATTEST: Virginia J. Bloom Oversight Board Secretary AGENDA ITEM 1 Page 4 OVERSIGHT BOARD OF THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE FROM: BARBARA LEIBOLD, SUCCESSOR AGENCY COUNSEL DATE: DECEMBER 11, 2012 SUBJECT: WARRANT LISTS Discussion: The warrant list is a listing of all general checks Attached are warrant lists for all disbursements between August 1, 2012 and October 31, 2012. reflected on the Recognized Obligations Payment Successor Agency and the Oversight Board and do new items. Recommendation: issued by the Successor Agency. made by the Successor Agency All checks issued are for items Schedule (ROPS) adopted by the not represent expenditures for any That the Oversight Board receive and file the attached Warrant lists. Prepared and approved by: Barbara Leibold, City Attorney /Successor Agency Counsel Attachments: 1. Warrant Summary dated August 30, 2012 2. Warrant List dated August 30, 2012 3. Warrant Summary dated September 27, 2012 4. Warrant List dated September 27, 2012 5. Warrant Summary dated October 31, 2012 6. Warrant List dated October 31, 2012 AGENDA ITEM 2 _,.. Page 1 CITY 0 F T -r- rti I tea JL DREAM EXTREME 4,K01:2 17i I A k, k axm ;I il wwolm 0 Z Valli 12 WWI awa I A Z'! TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: THOMAS P. EVANS INTERIM CITY MANAGER g • "Two ZI k Recommendation It is recommended that the City Council as Successor Agency of the Redevelopment Agency of the City of Lake Elsinore receive and file the Warrant List dated August 30, 2012 Discussion The warrant list is a listing of all general checks issued by the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore since the prior Warrant List. Prepared By: Frances Ramirez Account Specialist 11 ,-A / Reviewed By: James R. Riley 1--W Director of AdminisVtive Services Approved By: Thomas P. Evans Interim City Manag AGENDA ITEM NO. SA2 Page I of 3 AUGUST 30. 2012 WARRANT SUMMARY SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE FUND# FUND DESCRIPTION TOTAL 510 SUCCESSOR TO RDA AREA 1 $ 1,652,842.62 514 SUCCESSOR TO RDA HOUSING _ 980,143.75 520 SUCCESSOR TO RDA AREA 2 _.... 1,157,44_6.14 530 SUCCESSOR TO RDA AREA 3 _._ 250,254.64 540 SUCCESSOR STADIUM CAPITAL 124,293.01 GRANQT07A-L ---- -_.... $ 4,160,980.16 9/1 212 01 2 Warrant 08 30 12 1 of 1 Page 2 of 3 AUGUST 30, 2012 WARRANT LIST SUCCESSOR AGENCY OF THE REDEVE-Tr)P�,A-Pl�T A C-FNCY OF Tflx- CITY OF LAKE ELSINORE CHECK# VENDOR NAME AMOUNT 7107-7108 UNION BANK OF CALIFORNIA ....... . . . $3,935,715.01 7-109 BANK OF AMERICA LEASING, 120,293.01 7110- --------FRANCISCO E.V.M.W.D. ---&-ASSOCIATES, 60,914.12 ------23-,-7-5--0.0- 7111 INC. -0 7112 DL 6bk'E'*i'i 2,775.00 LEIBOLD, MCCLENDON i MANN, LLP 1-3-,8-33-.0-2 . . . ........................................ 7114 WHITE, NELSON, DIEHL, EVANS, LLP 3,700.00 WARRANT TOTAL 980.16 ..... ........ ......... . ........ --- ------------ .......... -11-1-1- .- .......... .... ................... ........... ............. ....... .... . ...... I.".."... ...... ................ GRAND TOTAL $ 4,160,980.16 9/12/2012 Warrant 06 3012 9 oll Page 3 of 3 REPORT TO CITY COUNCIL AS SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: THOMAS P. EVANS INTERIM CITY MANAGER DATE: OCTOBER 23, 2012 SUBJECT: WARRANT LIST DATED SEPTEMBER 27, 2012 Recommendation It is recommended that the City Council as Successor Agency of the Redevelopment Agency of the City of Lake Elsinore receive and file the Warrant List dated September 27, 2012 Discussion The warrant list is a listing of all general checks issued by the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore since the prior Warrant List. Prepared By: Frances Ramirez �^ Account Specialist 11 Y Reviewed By: James R. Riley Director of Adminis ative Services Approved By: Thomas P. Evan Interim City Man AGENDA ITEM NO. SA1 Pagel of 3 - ------ TO TA . .. . ..... . ... ........... -- .......... .. ..... .............. .................................. ....................... .. GRAND TOTAL $ 2,880.00 1011 MOI 2 Warrant 09 27 12 1 of 1 Page 2 of 3 SEPTEMBER 27, 2012 WARRANT LIST SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE CHECK# VENDOR NAME AMOUNT 7109 BANK OF AMERICA LEASING $ (120,293.01) 7115 BANK OF AMERICA LEASING 46,689.61 7116 DIAMOND STADIUM GROUP, INC. 73,603.40 '7-1-17— FRANCISCO& ASSOCIATES, INC. 2,880.00 WARRANT TOTAL 00 GRAND TOTAL $ 2.880.00 1011212012 Warrant 09 27 12 1 of 1 Page 3 of 3 1 *14 =1 DIVA 4 ltwi:a Jj 1:4-k, HUCV4,0 LWA161 WI: 1:K1 'I I WAL61 a W I TO- HONORABLE MANOR AND MEMBERS OF THE CITY COUNCIL FROM: THOMAS P. EVANS INTERIM CITY MANAGER CUIP-Mr-T- WARR—ANT LIST n�ATED0f,-Tf%%OBLc-10k',Io"f,'&JAV41q& Recommendation Agency of the City of Lake Elsinore receive and file the Warrant List dated October 31, 2012 The warrant list is a listing of all general checks issued by the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore since the prior Warrant List. Prepared By: Frances Ramirez Acc*unt Specialist II De-le--.4 BY: l 0 I% V I VV K7U Lj 11ame7 rx- rx"cy 17— Director of AdmWstrative Services Approved By: Thomas P. Evans Interim City Manager AGENDA ITEM NO. SA2 Page 1 of 3 OCTOBER 31, 2012 WARRANT SUMMARY SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE FUND# FUND DESCRIPTION TOTAL 510 SUCCESSOR TO RDA AREA 1 3,640.00 514 SUCCESSOR TO ROA MOUSING 5,632.80 ub SUCCESSOR TO RDA AREA 2 . . ..... .......... . .... . ..... .. 5,358.21 530 SUCCESSOR TO RDA AREA 3 6,358.21 540 .......... SUCCESSOR STADIUM CAPITAL --- .................... . . .......... . - . . .. . . .. .......... .... .... ...... 3,888.92 GRAND TOTAL 23,878-14 111612012 Warrant 10 31 12 1 of Page 2 of 3 OCTOBER 31, 2012 WARRANT r IS 1 111612012 Warrant 10 31 12 1 of 1 Page 3 of 3 OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE TO: CHAIRMAN TISDALE AND MEMBERS OF THE OVERSIGHT BOARD FROM: BARBARA LEIBOLD, SUCCESSOR AGENCY COUNSEL DATE: DECEMBER 11, 2012 SUBJECT: STADIUM INTERIM MANAGEMENT AGREEMENT Backsaround In 2001 and 2002, the Redevelopment Agency entered into certain agreements involving the operation and maintenance of the Lake Elsinore Diamond Stadium, including a License Agreement, a Stadium Field And Maintenance Agreement, and a Concession License Agreement (collectively, the "Stadium Operations Contracts "). Pursuant to the Stadium Operations Contracts, the Storm was licensing and maintaining the Stadium for baseball games and other Storm events. An affiliate of the Storm, Golden State Concessions and Catering, Inc. ( "Golden State), was operating the concessions at the Stadium. The Stadium was operating at a loss and in 2005 the Agency commenced negotiations with Diamond Stadium Group to undertake all of the Stadium operations, maintenance and management responsibilities. Storm LP, Golden State and DSG share common controlling ownership. Negotiations between the Agency and DSG resulted in June 2007 amendments to the Stadium Operations Contracts and a new Stadium License, Lease and Management Agreement (the "2007 Management Agreement "). The Stadium operations have been satisfactory since 2007 and DSG fulfilled all aspects of the 2007 Management Agreement. However, DSG reported that they continued to lose money during this period and in June 2011 chose to exercise their right to terminate the 2007 Management Agreement effective December 31, 2012. Discussion Termination of the 2007 Management Agreement results in reinstatement of the previous three Stadium Operations Contracts: the License Agreement, the Stadium Field and Maintenance Agreement, and the Concession License Agreement. However, this also necessitates that the Successor Agency undertake the maintenance, management and operations obligations of the former Redevelopment Agency commencing January 1, 2013 during the non - baseball season (January through March, and September through December) under the Stadium Operations AGENDA ITEM 3 Page 1 Interim Stadium Maintenance and Management Agreement December 11, 2012 Paae 2 Contracts. These obligations- impose an added burden on the limited financial and staffing resources of the Successor Agency. J Pursuant to the Dissolution Act and provisions of AB 1484, the Successor Agency prepared a Recognized Obligation Payment Schedule for the period from January 1, 2013 through June 30, 2013 (the "Third RODS ") which listed, among other things, as enforceable obligations of the Successor Agency, the obligations related to the (i) Concession Agreement; (ii) License Agreement; kill' ) i'viaintenance Agreement; and (iv) Stadium operations and maintenance obligations. The. Third RODS was approved by the Oversight Board and the Department of Finance ("DOF")• Consistent with the legislative authorization contained in AB1484 allowing successor agencies to enter into enforceable obligations for the purpose of maintaining the assets of the former Redevelopment Agency, the Successor Agency desires to provide for the continued, efficient and cost effective management, maintenance and operation of the Stadium. To this end, Successor Agency staff and , nd representatives y ta of the Storm engaged in negotiations to provide for such continuing obligations on an interim basis so as to ensure that the "Lake Elsinore Storm" can continue to play its home baseball games at the Stadium consistent with the Stadium Operations Contracts and that the Stadium will be maintained and managed in a first class condition on a continual basis throughout the 2013 calendar year. The Storm possesses the experience, capabilities and qualifications to best carry out these Attached is the proposed Stadium interim Management Agreement which provides for the maintenance, management and operation of the Stadium by the Storm LP for thA 901-q O.Alond:;ar wc3mr Trinn+hnr wok +km Q+,,--%A6ory% I&L-- 0--tions 1v1 •v1u ,, vlGU11.1111 vV l CaLmi VW Ill QGIJ, 611G Interim Management Agreement optimizes the efficient and cost effective maintenance, management and operation of the Stadium. Fiscal trnpac The Third BOPS approved by the Successor Agency, Oversight Board and the DOF provide for an allocation of Real Property Tax Trust Funds to cover the Successor Agency obligations for the period of January 1, 2013 through June 30, 2013. A fourth ROPS, will be prepared to similarly reflect these obligations which will be presented to the Successor Agency, Oversight Board and DOF and upon approval will provide funds for the second six months of the term of the Interim Management Agreement. AGENDA 1TEM 3 Page 2 Interim Stadium Maintenance and Management Agreement December 11, 2012 Page 3 Recommendation That the Oversight Board adopt Resolution No. OB- 2012 -013 Approving the Stadium Interim Management Agreement Dated January 1, 2013 Between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP in substantially the form attached and in such final form as approved by the Successor Agency. Prepared and approved by: Barbara Leibold, Successor Agency Counsel Attachments: Resolution No. OB 2012 -013 Approving Stadium Interim Management Agreement AGEVU ITEM 3 Page i . If'... #. ' 1 WHEREAS, the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore ( "Oversight Board ") has been established to direct the Successor Agency to take certain actions to wind down the affairs of the former Redevelopment Agency of the City of Lake Elsinore in accordance with the California Health and Safety Code; and WHEREAS, pursuant to Health and Safety Code Section 34169 the Successor Agency prepared and adopted a "Recognized Obligation Payment Schedule" that lists all obligations of the former redevelopment agency that are enforceable within the meaning of subdivision (d)i of Section 34167 fnr six month norinrjS inr+lrrrlinn lami-2irwy V6df 16d sold 2913 through ,tune 2913 (the Third ROPS ") which listed, among other things, as enforceable obligations of the Successor Agency, the following obligations related to the Lake Elsinore Diamond Stadium (the "Stadium "): (i) Concession Agreement; (ii) License Agreement; (iii) Maintenance Agreement; and (iv) Stadium operations and maintenance obligations; and WHEREAS, by adoption of its Resolution No. OB 2012 -11 on August 28, 2012, the Oversight Board approved the Third RODS and following such approval by the Oversight Board and the Successor Agency the Third BOPS was approved by the Stati- Department of Finance ( "DOF "); and WHEREAS, consistent with the legislative authorization contained in AB 1484 allowing successor agencies to enter into enforceable obligations for the purpose of maintaining the assets of the former redevelopment agency, the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore seeks to provide for the continued, efficient and cost effective management, maintenance and operation of the Stadium and to retain the Storm to carry out such continuing obligations on an interim basis for calendar year 2013. SECTION 1. The Recitals set forth above are true and correct and incorporated herein by reference. SECTION 2. Based on the information presented in the staff report and testimony received, the Oversight Board finds (i) that the proposed Stadium Interim i• - IINIMM�� AGENDA ITEM s Page 5 OVERSIGHT BOARD RESOLUTION NO. OB 2012 -013 Page _ Management Agreement is reasonable and necessary to satisfy the Successor Agency's enforceable obligations and to protect and maintain the assets of the former Redevelopment Agency, (ii) that Real Property Tax Trust Fund (RPTTF) revenues approved by the Third ROPS include funds necessary to meet the Successor Agency's enforceable obligations with respect to the Stadium, including the proposed Interim Management Agreement, and (iii) that the Interim Management Agreement is in the best interests of the taxing entities. Based on the above findings, the Oversight Board approves the Stadium Interim Management Agreement dated January 1, 2013 by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP in substantially the form attached and in such final form as approved by the Successor Agency. SECTION 3. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution which can be given effect without the invalid provision or application, and to this end the provisions of this resolution are severable. The Oversight Board hereby declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion thereof. SECTION 4. This Resolution shall take effect from and after the date of its passage and adoption. PASSED, APPROVED AND ADOPTED at a special meeting of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, held this 11 th day of December, 2012 by the following vote: AYES: NOES: ABSENT: ABSTAIN: Chairperson, Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore AGENDA ITEM 3 Page AGENDA ITEM 3 Page 7 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE AND THE LAKE ELSINORE STORM LP January 1, 2013 QrV A "TT7TkX 0 A tv"A U IV TXrbER1 IXX A I AA Tl&luT A -V kZ-y1jW_rMrWlXN Tr1P .1 THIS STADIUM INTERIM MANAGEMENT AGREEMENT (this "Management Agreement"), dated as of January 1, 2013 (the "Effective Date"), is made by and between the SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE ("Successor Agency"), and the LAKE ELSINORE STORM LP, a California limited partnership ("Storm"). The following recitals are a substantive part of this Management Agreement: A. The former Redevelopment Agency of the City of Lake Elsinore entered into certain agreements involving the Premises (as defined herein) that shall be in force as of the Effective Date and described in this Management Agreement as the "Stadium Operations Contracts." Certain of the Stadium Operations Contracts have been entered into with the Storm, LLC, a California limited liability company (the "Storm- LLC"). The sole Member of Storm LLC was Lake Elsinore Storm. L.P., a California limited liability company (the '-Storm LP-). Storm LLC has been merged into Storm LP, with Storm LP being the surviving entity. Storm LP has assumed all -rights and obligations under the Stadium Operations Coll-tracts by operation of law. Pursuant to such Sladi'dri-I Operations Contracts, Storm 1-i has beer, licensing the Stadium for baseball games and maintaining the Stadium. An affiliate of the Storm LP, Golden State Concessions and Catering, Inc., a California corporation ("Golden State"), has been operating the concessions at the Stadium. B. Prior to February 1, 2012, the Redevelopment Agency was a community redevelopment agency duly organized and existing under the California Community Redevelopment Law (commencing at Section 33000 of the California Health and Safety Code) and authorized to exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Lake Elsinore. C. Prior to February 1, 2012, the Redevelopment Agency developed a stadium, baseball field, stadium, parking and related facilities commonly known as the "Lake Elsinore Diamond" on land owned by the Redevelopment Agency and described in Exhibit "A" attached hereto and incorporated by reference herein (collectively, the "Premises") and was engaged in the operations, maintenance and management of the Premises among other activities necessary and appropriate to carry out the redevelopment plan ("Redevelopment Plan") for the Rancho Laguna Project Area No. 3 ("Redevelopment Prqject"), which was adopted by the City Council of the 0 10011 ---1 -1-A—ance 114 (31-, Val oup"Umulat 05 1701, allu L11C;L-Z;a1LZ;1 -1kY "I LAaf", FuLOUCUAL W (JIU11A Mo. 01C amended by Ordinance No. 987 on November 22, 1994, Ordinance No. 1249 on February 26, 2008 and Ordinance No. 1262 on April 28, 2009. D. The Stadium Operations Contracts were entered into for the purpose of improving the operations, maintenance, management and promotion of the Premises consistent with and in furtherance of the public purposes and provisions of the Redevelopment Plan and California Community Redevelopment Law and other applicable state and local laws and requirements under with the redevelopment of the Redevelopment Project had been undertaken. E. On December 29, 2011 in the petition California Redevelopment Association v. Matosantos (Case No. S 194861), the California Supreme Court upheld Assembly Bill X 126 that added Parts 1.8 and 1.85 to Division 24 of the Health and Safety Code ( "Dissolution Act "), which laws caused the dissolution of all redevelopment agencies in California, including the Redevelopment Agency, as of February 1, 2012. F. As of, on, and after February 1, 2012, the Redevelopment Agency became a dissolved redevelopment agency pursuant to the Dissolution Act. G. By the adoption of its Resolution No. 2012 -001 on January 10, 2012, the City Council elected to have the City serve as the successor agency to the dissolved Redevelopment Agency under the Dissolution Act. H. As of, on, and after February 1, 2012, the Successor Agency began to perform and will continue to perform its functions as the successor agency to the dissolved Redevelopment Agency under the Dissolution Act. 1. In functioning as the Successor Agency, the City Council and City are serving and acting in a role established by and carrying out functions pursuant to the Dissolution Act, which duties are distinct from the City Council and City's powers as a municipal corporation under the California laws and the California Constitution. J. Effective February 1, 2012, all assets, properties, contracts, leases, books and records, buildings, and equipment of the dissolved Redevelopment Agency were transferred to the control of the Successor Agency, for administration pursuant to the provisions of the Dissolution Act. K. As of February 1, 2012, the Successor Agency is the owner of Premises. L. As part of the Fiscal Year 2012 -13 State budget package, on June 27, 2012, the California State Legislature passed, and the Governor signed, Assembly Bill 1484 ( "AB 1484 "), the primary purpose of which was to make technical and substantive amendments to the Dissolution Act based upon experience to date at the state and local level in implementing the Dissolution Act. As a budget trailer bill, AB 1484 took immediate effect upon signature by the Governor. M. AB 1484 established a schedule for adoption of a Recognized Obligation Payment Schedule for the period from January 1, 2013 through June 30, 2013 (herein referred to as the "Third ROPE ") and for all subsequent Recognized Obligation Payment Schedules. AB 1484 also expanded the review period and authority of the Department of Finance ( "DOF ") to review and approve Recognized Obligation Payment Schedules and to make its determination "of the enforceable obligations and the amounts of funding sources of the enforceable obligations" listed thereon, including the authority to eliminate or modify any item on the Recognized Obligation Payment Schedules prior to its approval. N. By adoption of its Resolution No. OB 2012 -11 on August 28, 2012, the Oversight Board of the Redevelopment Agency of the City of Lake Elsinore approved the Third ROPS pursuant to Section 34180 of the California Health and Safety Code. Stadium Interim Management Agt 120512.doc -2- Cl f)" —IQ ')Al') On- Qu-esso� Agency "o-ted A.-'r1-.ADnDQ 1;�4,-A - august — --, 11- - -- z �- --1- -�A U 113L�U, among other things,, as enforceable obligation of the Successor Agency, the following obligations related to the Premises: (i) Concession Agreement; and (ii) License Agreement; and (iii) Maintenance Agreement; and (iv) Stadium operations and maintenance obligations. P. Following approval of the Third ROPS by the Oversight Board and the Successor Agency, the Third ROPS was transmitted to the DOF and subsequently approved as to the above- referenced enforceable obligations related to the Premises. Q. Consistent with the legislative authorization contained in AB1484 allowing successor agencies to enter into enforceable obligations for the purpose of maintaining the assets of the former Redevelopment Agency, the Successor Agency seeks to provide for the continued, efficient and cost effective management, maintenance and operation of the Premises and to retain the Storm which possesses the experience and qualifications to carry out such continuing obligations on an inter-irn basis so as to ensure that the "Lake Elsviinore- Storm,11 a single "A" baseball team which is a member of the California League of the National Association of Professional Baseball and owned by Storm LP, continue to play its home baseball games at the Stadium. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of 1--l-A-4 A --, -A Q+-- 1--U- 4P^1 I A1WL-VJ j-rv11Uy "Nu "W1111 IWICVy "rtiX as 10HOWS: 1. Definitions As used in this Management Agreement, capitalized words and phrases set forth in the body of this Management Agreement shall have the same meaning as set forth in the Stadium Operations Contracts unless otherwise defined herein. 2. Storm's Responsibility for Maintenance and Upkeep 2.1. Maintenance and Repair. Subject to the Successor Agency's obligations herein with respect to Capital Repairs, throughout the Term and subject to the terms and conditions of the Stadium Operations Contracts, Storm shall take all additional necessary actions, whether foreseen or unforeseen, to maintain the Premises and all components thereof, of whatever kind or nature- as may be necessary to kni-n the Pri-miqncz in n first nlwz(z nnntiitinn nnti n -- necessary - ----r ---- - -- - — - good state of appearance and repair, ordinary wear and tear excepted, which shall be substantially the condition in which the Premises are received on the Effective Date. Without limiting the generality of the foregoing and in accordance with the terms and conditions of this Section, Storm shall be solely responsible for complying with the Maintenance Standards, Stadium Interim Management Agt 120512.doc -3- 2.2. Compliance with League Standards. It is the intent of the parties that the services to be performed by the Storm pursuant to Sections 2.1 of this Management Agreement shall also be consistent with the standards set forth by the League and the NA and should result in the Stadium being maintained in "first class" condition. The Successor Agency and the Storm acknowledge and agree that those items set forth in the Maintenance Standards are a list of the minimum items which the Storm has agreed to perform in order to satisfy its maintenance obligations hereunder and that there may be additional items of maintenance which are not identified. 23. Maintenance Supervisor and Personnel. In entering into this Management Agreement, the Successor Agency is relying upon the identity of the General Manager of the Storm as of the Effective Date and his personal supervision of the Storm's obligations hereunder. The Storm shall notify the City Manager in writing of any change in the identity of the General Manager at any time during the Maintenance Term. Provided, however, that nothing in this Section 2.3 shall relieve the Storm from performing its obligations hereunder despite the change in the identity of the General Manager. 2.4. Review Meetings. As often as necessary, but in no event less than one time per month during the Maintenance Term, the General Manager, or his/her designee, and the City Manager, or his/her designee, shall meet at a mutually agreed upon time and place in order to discuss the condition of the Stadium and the performance of the Storm hereunder and any other applicable issues. 2.5. Hazardous Materials. In performing its obligations under this Management Agreement, the Storm shall be subject to the provisions related to Hazardous Materials set forth in the Concession Agreement. 3. Supplies. Notwithstanding any contrary provision of the Maintenance Agreement, the Storm shall provide the supplies necessary for the Storm to perform its obligations hereunder and under the Stadium Operations Contracts. 4. Equipment. 4.1. Use by the Storm. Notwithstanding any contrary provision contained in the Stadium Operations Contracts, the Storm shall be entitled to use any Agency Equipment in connection with the performance of its obligations hereunder. All other items of equipment which are necessary for the Storm to meet its obligations hereunder shall be supplied by the Storm at its sole cost and expense. 4.2. Maintenance and Repair of Equipment. Notwithstanding any contrary provision contained in the Stadium Operations Contracts, the Storm shall be responsible for providing the maintenance and repair of all Equipment. The replacement of Equipment shall be treated as a Capital Repair. 5. Utilities. Notwithstanding any contrary provision contained in the Stadium Operations Contracts, the Storm shall be responsible for the payment of all Utilities. Stadium Interim Management Agt 120512.doc -4- 6. Term of Agreement; Termination 6.1. Term. The term of this Management Agreement (hereinafter the "Term") shall commence on the Effective Date and shall, unless earlier terminated in accordance with Sections 6.2, 19, or 20 hereof, automatically terminate on December 31, 2013. 6.2. Rights of Termination Prior to Expiration of the Term (a) June 30, 2012 Termination. Successor Agency may terminate this Management Agreement effective as of June 30, 2013, only upon a determination that it cannot s__nfls.ftr its 41nnnr-inl r%b1;tTn4;nnv "ii­iia-f "k­+- ­4 1—, .7 ­ ­ -.Y r,­ ­r, tM, Storm no later than May 30, 2013. (b) Default. The Successor Agency and Storm shall have the right to terminate this Management Agreement as a result of a uncured Default hereunder. Any such ter-in nation shall be made in accordance with Sections 19 or 20. (c) Party's Property and Offset. Upon termination of this Management Agreement under this Section 6.2, all materials and equipment purchased by either nnrtv ht-rf-nndt-.r in connection with this Management Agreement shall reennain that pa.1-%y1s. property. In addition, the Storm shall be entitled to an offset for all of the Storm's services rendered hereunder through the effective date of any such termination. (d) Effect of Termination, Notwithstanding the termination of this Management Agreement pursuant to this Section 6.2, the provisions of Stadium Operations Contracts shall remain in full force and effect. 7. Compensation LLUH XMIZUp- rUlSU►K W 1.11C Stadium Operations Contracts, the Storm and/or the Successor Agency are entitled to compensation during the Tenn as follows: (a) License Fee: Under the License Agreement, the Storm is required to pay to the Successor Agency a License Fee in the amount of $470,948. (b) Percentage of Concessions: Under the Concession Agreement, the Storm's affiliate, Golden West, is required to pay Successor Agency a percentage of the GRCS pursuant to Section 6 thereof (the "GRCS Concession Fee."). (e) Anniiol Maiinfanaviop Woo- Untipr fl­ Successor Agency is required to pay Storm an Annual Maintenance Fee of $219,858. '70'9, Storm Conensati­ AM_----men+ I - t/ -- L During the Term and as compensation for the performances of the services set forth herein, the Storm shall be as follows: (it) Assignment of GRCS Concession Fee. Successor Agency hereby assigns Successor Agency's right to payment of the GRCS Concession Fee under the Concession Agreement to the Storm during the Term, estimated at $34,000 annually; and Stadium Interim Management Agt 120512.doe -5- (b) Waiver of License Fee. Successor Agency hereby waives Successor Agency's right to payment of the License Fee under the License Agreement during the Terrn as an offset against the payments due by the Successor Agency to the Storm hereunder; and (c) Payment of Additional Interim Management Fee. Successor Agency shall pay to Storm $350,142, payable in equal monthly installments of $29,178.50 during the Tenn ( "Additional Interim Management Fee "). Successor Agency shall continue to pay the Annual Maintenance Fee as identified in Section 7.1 (i.e., $219,858) which shall be payable in equal monthly installments of $18,321.50). This, along with the Additional Interim Management Fee (i.e., $350,142, payable in equal monthly installments of $29,178.50) will result total cash payment from the Successor Agency to the Storm of $570,000 as consideration for services provided under the Stadium Operations Contracts and the Stadium Interim Management Agreements, which amount shall be payable in equal monthly installments of $47,500. The Storm acknowledges and agrees that in no event will the Agency be required to provide the Storm with any other form of payment for performance of the services as provided in this Management Agreement. 8. Capital Repairs. Capital Repairs shall be governed by the applicable provisions of the Stadium Operations Contracts. 9. Alterations. Capital Repairs shall be governed by the applicable provisions of the Stadium Operations Contracts. 10. Insurance. The Storm shall maintain insurance as set forth in Section 13 of the License Agreement at all times during the term of this Management Agreement. 11. Assignment. 11.1. Assignment by the Storm. Neither this Management Agreement nor any part hereof may be assigned by the Storm without the prior written consent of the City Manager which consent may not be unreasonably withheld, provided, however, that the Successor Agency shall not withhold consent to an assignment of this Management Agreement to Diamond Stadium Group, LLC. Any approved assignee will be subject to all of the terms and conditions of this Management Agreement. 11.2. Assignment by the Successor Agency. The Successor Agency may assign this Management Agreement concurrently with an assignment of the Stadium Operations Contracts upon satisfaction of the terms for such assignment. 12. Controlling Law Venue. This Management Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Management Agreement shall be held exclusively in a state court in the County of Riverside. 13. Litigation Expenses and Attorneys' Fees. If either party to this Management Agreement commences any legal action against the other party arising out of this Management Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. Stadium Interim Management Agt 120512.doe -6- 141d iL�os$_._n Tb- "ar+inc Qrr o +n mnirn . nnn� � , +4. attempt +n resolve . a. sa..�a..a..avaa. a..:+ lr...a i.w ubzo„v wv naac.aa�v .. bvvu ff—ux u�ca..aaa�c, av a °vuvsvv any disputes arising out of_this_Management Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS /ENDISPUTE ("JAMS") or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by TAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 15. Execution. This Management Aweement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. hi approving this Management Agreerent, it shall riot be necessary to produce or account for more than one such counterpart. 16. Status. At all times during the term of this Management Agreement, the Storm, its agents, contractors and employees, shall be and remain independent contractors, and shall not be considered to be agents, employees, partners or joint venturers of the Successor Agency or its affiliates or designees, �I 'Indemnification aid r�ldya a3�`iii1�S�. The °aiiLic$SOr Agzilcy gild U1G Stcirrri shall each indemnify, defend and hold harmless, the other party, and their respective agents, officers, members, managers, employees, contractors and affiliated and related entities from any and all losses or damage and from any and all liability, suits, actions or claims brought or made by any person or persons arising or resulting from any and all activities and operations of a particular party, that party's agents, employees, contractors, members, managers, affiliates, successors and assigns arising out of the performance of this Management Agreement to the rnnxi-rmi -n-, extent nemitted by law. 18. Destruction. Destruction of the Premises, in whole or in part, shall be governed by the applicable provisions of the Stadium Operations Contracts. 19. Events of Default by the Storm and the Successor Agency's Remedies 19.1. Event of Default by the Storm. The Storm's failure to beep, perform and observe each and every promise, covenant, condition and agreement set forth in this Management Agreement on its part to be kept, perfon-ned or observed within thirty (30) days after written notice of default thereunder from the Successor Agency, except where fulfillment of the Storm's obligation requires activity over a period of time and the Storm shall have commenced to perform whatever may be required to cure the particular default within ten (10) days after such notice and continues such performance diligently and without interruption except for causes Ucyond its Con —U01 is hereillaftel reli:,;ed W aJ ail 'ILvGd1t VfU41Q.U.1t Uy UlC JIUMi.'1 19.2. No Waiver. No waiver by the Successor Agency of any default on the part of the Storm in the performance of any of the terms, covenant, or conditions hereof to be performed, kept or observed by the Storm shall be or be construed to be a waiver by the Successor Agency of any other or subsequent default in performance of any of said terms, covenants and conditions. Stadium Interim Management Agt 120512.doe -7- 19.3. Successor Agency Remedies. If any of the Events of Default by the Storm enumerated in this Section occur and after due notice as provided herein, the Storm has failed to cure or correct such default, then, in addition to any and all rights and remedies of the Successor Agency hereunder and/or by law provided, the Successor Agency shall have the right: (a) To declare the Term hereof ended and to terminate this Management Agreement. (b) To request in writing a written report from the Storm concerning all of its debts and obligations, financial status and prospective income. If such report is not delivered to the Successor Agency within one month thereafter, prepared by the Storm's accountants, it shall be the right of the Successor Agency "s representatives and accountants to inspect all books of accounts and records of the Storm for the purpose of obtaining such information. From the date of such request, the Storm shall not make any further arrangements for the presentation of any such event in the Stadium unless authorized in writing by the Successor Agency to do so. The Storm shall be permitted to continue to present any event that is under contract at such time to take place in the Stadium. The Storm shall also be permitted to finish out all or part of the remainder of its season. Upon receiving the financial information above specified and examining the same, it shall be the right, but not the obligation, of the Successor Agency to declare the Term hereof ended, to specify the termination date, and on said termination date to re -enter the Stadium and remove all persons connected with the Storm therefrom and the Storm shall have no further claim thereon or hereunder. (c) The remedies given to the Successor Agency in this section shall be in addition and supplement to all other rights or remedies which the Successor Agency may have under the laws then in force. (d) The Storm hereby waives any and all rights of redemption granted by or under any present or future law, or statute, arising in the event it is evicted or dispossessed for any cause or in the event the Successor Agency obtains or retains possession of the Stadium or any part thereof in any lawful manner. 19.4. Mitigation. If the Event of Default of the Storm enumerated in Section 19.1 can be cured, corrected or mitigated by the Successor Agency, the Successor Agency may take such action as it deems necessary and appropriate to cure, correct or mitigate such default, but without any obligation to do so. 20. Events of Default by the Successor Agency and the Storm's Remedies. 20.1. Event of Default by the Successor Agency. The Successor Agency's failure to keep, perform and observe each and every promise, covenant, condition and agreement set forth in this Management Agreement, including without limitation the payment of the Additional Interim Management Fee, on its part to be kept, performed or observed within thirty (30) days after written notice of default thereunder from the Storm, except where fulfillment of the Successor Agency's obligation requires activity over a period of time and the Successor Agency shall have commenced to perform whatever may be required to cure the particular default within ten (10) days after such notice and continues such performance diligently and Stadium Interim Management Agt 120512.doe -8- * 4-1, r P WIL11out Intemaption except 'for causes bueyo A Its control is here-naler rc',cr-,cl --nt 0 U It LIVI 1 11 1 It U LV do C411 LL V Q L I Default by the Successor Agency." 20.2. No Waiver. No waiver by the Storm of any default on the part of the Successor Agency in the performance of any of the terms, covenants, or conditions hereof to be performed, kept or observed by the Successor Agency shall be or be construed to be a waiver by the Storm of any other or subsequent default in performance of any of said terms, covenants and conditions. 20.3. Storm Remedies. if the Event of Default by Successor Agency enumerated in Section 20.1 of this Management Agreement occurs and after notice as provided herein, the Successor Agency has failed to cure or correct, then in addition to any and all rights and remedies of the Storm hereunder and/or by law provided, it shall be the right of the Storm to declare the Term ended and to terminate this Management Agreement by written notice to the Successor Agency. 20.4. Mitigation. If the Event of Default of the Successor Agency enumerated in Section 20.1 can be cured, corrected or mitigated by the Storm, the Storm may take such action as it deems necessary and appropriate to cure, correct or mitigate such default, but without any obligation to do so. 20.5. Other Remedies. The remedies given to the Storm in this section shall be in addition to and supplemental to all other rights or remedies which the Storm nlay have under the laws then in force. 21. Further Assurances. The Successor Agency and the Storm will each take any and all other actions, and execute and deliver any and all other documents, as may be required or reasonably requested in order to effectuate the terms and provisions set forth in this Management Agreement. 22. Authority. The Successor Agency and the Storm each represent and warrant to the other party that they have all necessary right, power and authority to enter into this Management Agreement, and to fully perform each and all of their respective obligations hereunder. 23. Other Claims. The agreement herein is not intended to deprive either party of any claims It may have against Lakeside or any related entity nor shall it obligate either party to assume any of Lakeside's liabilities under the Letter Agreement or the Stadium Lease. -%.4 WT 4 U "' requests, demnarids or UMULUCHIN willull situ .1cquilcu Ur Z14 ilotice. tt-11 notices, L U permitted to be given or served hereunder shall be in writing and delivered personally or delivered by United States mail, postage prepaid, certified return receipt requested, or a national or regional overnight courier (e.g., FedEx, Overnight Express, etc.) addressed as follows: Sladium Interim Manignitnt Agt 12012.doe -9- To Successor Agency at: Successor Agency of the Redevelopment Agency of the City of Lake Elsinore 130 S. Main Street Lake Elsinore, California 92530 Attn: City Manager with a copy to: Barbara Zeid Leibold Leibold McClendon & Mann, P.C. 23422 Mill Creek Drive, Suite 105 Laguna Hills, California 92653 To Storm at: Diamond Stadium Group, LLC 500 Diamond Drive Lake Elsinore, California 92531 Attn: Gary Jacobs with a copy to: Robert B. Lapidus Law Office of Robert B. Lapidus 3366 North Torrey Pines Court, Suite 210 La Jolla, CA 92037 Notice shall be deemed to have been delivered only upon actual delivery to the intended addressee in the case of either personal service or courier. The addresses for purposes of this Section 24 may be changed by giving written notice of such change in the manner provided herein for giving notices. Unless and until such written notice is delivered, the latest information stated by written notice, or provided herein if no written notice of change has been delivered, shall be deemed to continue in effect for all purposes hereunder. 25. Severability. The invalidity or illegality of any provision shall not affect the remainder of this Management Agreement and all remaining provisions shall, notwithstanding any such invalidity or illegality, continue in full force and effect. 26. Administration. Unless clearly indicated otherwise, any action, decision, direction, notice or approval to be given by the Successor Agency hereunder may be given by the City Manager, provided, however that the City Manager, in his/her absolute discretion may determine that such matter must be submitted to the legislative body of the Successor Agency and /or to the Oversight Board of the Redevelopment Agency of the City of Lake Elsinore. Unless clearly indicated otherwise, any action, decision, direction, notice or approval to be given by the Storm hereunder may be given by the Storm's General Manager, provided, however that the General Manager in his/her absolute discretion may determine that such matter must be submitted to the Storm's Board of Directors. [Signatures on following page] Stadium Interim Management Agt 120512.doc -10- IN WITNESS WHERMF. the. - A n- -n- - i- -=, hnve expeu ed thi,. Management Agreement on Ine respective dates, set, forth below. "SUCCESSOR AGENCY" SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE ATTEST: CITY CLERK By: Virg ipia Bloom APPROVED AS TO FORM- T EIBXI�lr V, Dr. & 'M X �T, P.� .0 %-PJLJD MCCALEN ON NIANIN C Successor Agency Counsel 0 Barbara Zeid Leibold Stadium interne Management Agi 120512.doc =1 Grant Yates, City Manager "STORM" LAKE ELSINORE STORM LP, a California limited partnership By: _ EXHIBIT "A" DESCRIPTION OF LAND PARCEL A: PARCEL 2, AS SHOWN BY PARCEL MAP 27852, ON FILE IN BOOK 182 PAGES 19 THROUGH 24, INCLUSIVE, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. EXHIBIT "A" Page 1 of 1 EXHIBIT "B" jr. gj Routine Maintenance shall include, without limitation, the following activities to be performed on an ongoing periodic basis as often as necessary, but not less frequent than specified in the Schedules attached hereto as Attachment No. I and Attachment No. 2, in order to ensure that the Premises are maintained in a first-class condition and in accordance with NAPBL standards: (a) readying the playing field each year during the Term for the upcoming baseball season; (b) grounds keeping and maintenance of the surface of the playing field, including mowing; verticutting; aerating; seeding; fertilizing; resodding; marking lines; raking; screen and nail dragging; installing and removing bases, the pitcher's mound and bullpen mounds; and adding brick dust and infield amendments including Turfus. kc) readying the playing field for events other, than baseball games and converting the field back to its normal condition after it has been used for such other events; (d) clean dug-outs, bullpens, batting cage and all improvements located within the field and playing area (e) grounds keeping and maintenance of all grasses, shrubs, flowers and trees, inside And "j-1t6de, flne, 'tfuliorn , nwl to flne c-,iirhline n' t' t�-. nidn'iv. zi-rp.efQ pinna the, 1111 -MU-1-111 0_1 LU MU Ui Ln- FUCHU SUMS __t, _-- perimeter of the Land, including without limitation maintenance of the potted plant materials on mezzanine and the landscaping maintenance items in accordance with the schedule entitled "Landscaping Outside Stadium" which is attached hereto as Exhibit No, 1; f�r% ki) perform all building maintenance activities in accordance with the schedule entitled "Lake Elsinore Diamond Stadium Building Maintenance" which is attached hereto as Exhibit No. 1; (a) ordinary maintenance of the Imnrovements in accordance with manufacturer's, recommendations or, in the absence of such recommendations, as necessary to maintain the Premises in first-class condition and in accordance with NAPBL standards' I (h) painting walls, fences, railings and all other painted surfaces and re-application of protective materials to the Stadium seats and maintaining all exterior, painted surfaces in a clean and presentable manner, free from chipping, cracking and EXHIBIT "B" Page 1 of 9 defacing marks, including prompt removal of all graffiti and defacement of any type; (i) cleaning all portions of the Premises and removing all trash and debris promptly after each event held at the Stadium and replacing the light bulbs in the administrative offices, stores, food and beverage concession areas, and locker room; (j) maintenance, repair and replace (if necessary) the scoreboard, Tri- Visions, the Video Message Boards and/or advertising panels, including but not limited to the replacement of isolated bulbs /panels in connection therewith; (k) maintain, repair and replace (if necessary) the sound system, including amplifiers, control panels and speakers; (1) slurry and stripe Parking Lots A, B and C and the access road to the maintenance area, as necessary, but not less than every S years. EXHIBIT "B" Page 2 of 9 A"Itatchnnenit ikmlw^. -1, to Exhibit "B" GET - 0 LIM I DAILY I WEEKLY MONTHLY QUARTERLY I ANNUALLY NCEDED Mow and edge all turf x Fertilize X Replace flowers X Trim shrubs X Trim trees x Fertilize Slopes X . . .............. ... .... . Maintain irrigation x Rooster Pump Service Bark flows Service DAILY WEEKLY MONTHLY QUARTERLY ANNUALLY AS NEEDED Test hot water heater pumps x Clean Dugouts X Fill, Rinse & Test Dugout Sump Pump Sump Pumps !'r & 31d base x Service IS Outfield clarifier (sump pump) x Service Fill & Rinse, Test I Air conditioners, heaters, vents & filters x Elevatux A Pest control x Repair & Paint Home Run fence x Fire Sprinklers Service ATTACHMENT NO. I TO EXHIBIT "B" PARKING LOT MAINTENANCE DAILY WEEKLY MONTHLY QUARTERLY ANNUALLY AS NEEDED Overhead oven hoods Service X Oil all doors X X Electrical panels X X Stadium Seats I UV protection X -Apply Paint hand rails X Clean out all drains X Press box windows X Sound System X Roof drains X Exhaust Fans, vents & filters X Gates "oil" X Alarms X Stadium Seating X Back flows Service Concession roll -up doors X Emergency Generator Service/Load Test Paint all black poles X Paint all security lights X Paint all gates X Paint Fountain X Clean & Service Fountain X Replace lights X Tighten Hardware X PARKING LOT MAINTENANCE ATTACHMENT NO. l TO EXHIBIT "B" DAILY WEEKLY MONTHLY QUARTERLY ANNUALLY AS NEEDED Slurry Seal & Restripe X & Replace Lights X -Repair Repair, Replace Lights Sidewalk Historic Lights X ATTACHMENT NO. l TO EXHIBIT "B" Remove All Inoperable Equipment & x Vehicles Maintain Fire Access x Maintain Maintenance Building x A'ffACHMENTNO. 1 TO EXHIBIT "B" DAILY I WEEKLY I MONTHLY QUARTERLY I I ANNUALLY AS PIEEDED Repaint Historic Sidewalk Lights x Repaint Gates x Remove All Inoperable Equipment & x Vehicles Maintain Fire Access x Maintain Maintenance Building x A'ffACHMENTNO. 1 TO EXHIBIT "B" ROUTINE MAINTENANCE SCHEDULE Attachment No. 2 to Exhibit "B" STADIUM BOWL/FUN ZONE AREA. A. FOLLOWING EACH EVENT: Seating and Concourse Area: (i) Collect and remove all major debris and trash (ii) Hose down floors and seats (iii) Wipe down all stadium seats (iv) Squeegee floor of stadium bowl (v) Sweep concourse (vi) Spot mop concourse floor (vii) Wipe down counter tops at concession stands (viii) Wipe down turnstiles and entry gates (ix) Wipe down all hand rails (x) Clean restrooms Restroom Services: (xi) Empty and wipe out all waste paper receptacles (xii) Empty sanitary napkin containers and replace insert (xiii) Polish all metal and mirrors (xiv) Clean and disinfect wash basins, toilet bowls and urinals (xv) Disinfect underside and tops of toilet seats (xvi) Spot clean tile walls and toilet partitions (xvii) Spot clean walls around wash basins (xviii) Clean floors with a germicidal solution (xix) Refill soap, towel, tissue and seat cover dispensers B. SEMI- WEEKLY SERVICE: Pour clean water down floor drains to prevent sewer gases from escaping C. WEEKLY SERVICES: (i) Wash down ceramic tile walls and toilet compartment partitions (ii) Perform high dusting D. MONTHLY SERVICES: (i) Brush down door and ceiling vents ATTACHMENT NO.2 TO EXHIBIT `B" (;;) hAo� ;�� c�—A, n,iA reapply finiob to -11 hard su �1 \­1 Machine —rub and mappl., --to . - d rffice floors (iii) Clean light fixtures on concourse and in restrooms 2. LUXURY BOXES AND PRESS BOX. A. FOLLOWING EACH EVENT: (i) Collect and rernove trash 1-IN Vacuum , acuum carpets (iii) Wipe down counter tops and chairs (iv) Clean inside windows (v) Polish and clean stairwell and elevators (including polishing of elevator doors) (vi) Clean restroom - see restroom specifications (paragraph A) 3. LOWER LEVEL. (includes Clubhouse areas, umpire room, tunnels, stair-ways, dugouts, training room, coach's room, stadium office, etc.) A PCIL, I IWINO EACH EVENT: (i) Collect, and remove trash and debris (ii) Vacuum carpeted areas (iii) Sweep and wet mop hard surface floors (iv) Clean restroom and shower rooms (see restroom detail specification — Paragraph A). 4. PARKING LOT A, B, AND C. A. FOLLOWING EACH EVENT: Police parking lots and remove all major debris C. R E TAIL STORE. A. FOLLOWING EACH EVENT: (i) Collect and remove all trash (i1) Vacuum floors (iii) Spot clean glass display cases Vv) Dust as necessary AT TI ACHMENT NO. 2 TO EXHIBIT "B" 6. DIAMOND CLUB. (Seating Area and Restrooms Only). A. FOLLOWING EACH EVENT: Seating Area (i) Collect and remove trash (ii) Vacuum carpeted areas (iii) Sweep and wet mop hard surfaces floors (iv) Knock down cobwebs (v) Wipe down entry doors, door jambs (vi) Wipe down tables and chairs (vii) Dust pictures and fixtures Restrooms: (i) Empty and wipe out all waste paper receptacles (ii) Empty sanitary napkin containers and replace insert (iii) Polish all metal and mirrors (iv) Clean and disinfect wash basins, toilet bowls and urinals (v) Disinfect underside and tops of toilet seats (vi) Spot clean tile walls and toilet partitions (vii) Spot clean walls around wash basins (viii) Clean floors with a germicidal solution (ix) Refill soap, towel, tissue and seat cover dispensers 7. MISCELLANEOUS TASKS - ALL AREAS. A. (AS REQUIRED) (i) Knock down cobwebs (ii) Clean air registers (iii) Wipe down entry doors, door jambs (iv) Wipe down display signage 8. DURING STORM GAMES AND OTHER STADIUM EVENTS. A. The "game shift crew" will provide the following services between the hours of 3:00 p.m. through 11:00 p.m. during Storm Games and Other Stadium Events. The game shift crew will include female employee to clean women's restroom and male employee to clean men's restrooms. This is necessary so that restroom inspections and cleaning can take place without closing the restrooms during game time. (NOTE: hours may vary depending on game and schedule). (i) Remove trash promptly after each event (ii) Sweep debris from concourse and stadium bowl (iii) Police restrooms (iv) Re -stock restrooms (v) Perform minor maintenance to toilets, urinals, and sinks ATTACHMENT NO. 2 TO EXHIBIT "B" V 11 \ D 11 AJ 1iemove spills (Vii) Wipe down hand rails (viii) Police stairwells and elevators (ix) Police luxury boxes and press box (x) Spot clean glass (xi) Perform preliminary cleaning of restrooms upon departure of crowd 9. ADMINISTRATIVE OFFICES 5 DAY SERVICE - M 0 N D A Y T H R 0 T G-H FR 1. D A. Y A. DAILY SERVICES: (i) Sweep hard surface floors with chemically treated dust mop (ii) Vacuum all carpeted areas (iii) Spot clean composition floors and carpets V) Dust desks, chairs and all other office furniture (v) Clean glass desk tops (vi) Dust desk accessories (vii) Properly posn'on fbrniturein offices (viii) Empty all waste baskets and carry trash to pick up area (ix) Spot clean door, door frames and counters (x) Spot clean partition and door glass (xi) Spot clean around wall switches (xii) Clean and polish drinking fountains (xiii) Check doors and windows upon completion of work assignments B. WEEKLY SERVICES: (i) Dust horizontal surfaces (ii) Fully vacuum all carpets (iii) Maintain janitor's closet C. MONTHLY SERVICES: (i) Perform high dusting i.e., door sashes and tops of partitions (ii) Dust picture frames and clean glass (Ili' ) Brush down wall and ceiling vents (iv) Thoroughly vacuum upholstered furniture as needed (v) Dust Venetian blinds (vi) Machine scrub and reapply finish to all hard surface floors ATTACHMENT NO. 2 TO EXHIBIT "B" OVERSIGHT BOARD TO THE S' 1f-1-E42Sf%0 A G- 111%J KI.-V TO THE REDEVELOP11WEINT W � %J %.R I V F"%%j I I %J I I- FX L$ V V- %J AGENCY OF THE CITY OF LAKE ELSINORE rZm.ronmym# I The Oversight Board previously directed staff to issue -- Request Pr for i�j Proposal (RFP) for Oversight Board counsel through the League of California Cities website and the California City Attorney's "listserv". Staff received several proposals, and, at its August 26, 2012 meeting, the Board selected a two member subcommittee consisting of Board] Member Williams and Board Member Kelley to review responses to the RFP, conduct interviews with the most qualified candidates (as needed) and return to the full Board with a recommendation on legal representation. Recommendation: Staff recommends that the Oversight Board receive and file a status report from the subcommittee and direct staff to send an acknowledgment to each applicant that its proposal has been received. Staff will also prepare any additional correspondence to applicants as may be directed by the Subcommittee and/or the Oversight Board. Prepared and approved by: Barbara Leibold, City Attorney /Successor Agency Counsel AGENDA ITEM 4 Page 1 OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE TO: CHAIRMAN TISDALE AND MEMBERS OF THE OVERSIGHT BOARD FROM: BARBARA LEIBOLD, SUCCESSOR AGENCY COUNSEL DATE: DECEMBER 11, 2012 SUBJECT: UPDATE OF DUE DILIGENCE REVIEWS, PRESENTATION OF OVERSIGHT BOARD 2012 -2013 PERPETUAL CALENDAR AND CONSIDERATION OF SPECIAL MEETING ON JANUARY 15, 2013 Background On July 24, 2012, the Oversight Board received a Staff Report updating it on Assembly Bill ( "AB ") 1484, a fiscal 2092 -13 budget trailer bill. AB 1484 made technical and substantive amendments to ABx1 26 and took immediate effect upon signature by the Governor. A copy of the July 24, 2012 Staff Report is attached as Attachment 1. Exhibit A to the Staff Report includes a calendar of important dates under AB 1484. AB 1484 requires a due diligence review of the low and moderate income housing fund ( "LMIHF ") and a due diligence review of the remaining funds of the Successor Agency. On October 12, 2012, the Oversight Board adopted Resolution No. OB 2012 -12 accepting the Due Diligence Review of the LMIHF prepared by White Nelson Diehl Evans LLP on behalf of the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore pursuant to California Health and Safety Code Section 34179.5 and determining that $5,598,729 of cash and cash equivalents of unencumbered LMIHF monies are available for disbursement as provided in Section 34179.5. Discussion LMIHF Due Diligence Review Following the Oversight Board's adoption of Resolution No. OB 2012 -12, the LMIHF Due Diligence Review and determination of unencumbered funds was submitted by staff to the DOF and the County Auditor - Controller on October 15, 2012. As permitted by the statute, the DOF adjusted the Oversight Board's determination finding that an additional $51,313 of LMIHF was unencumbered and therefore due to the County - Auditor Controller for distribution to the taxing entities. The Successor Agency elected not to contest the DOF finding and subsequently transferred $5,650,042 from the LMIHF to the County Auditor Controller. AGENDA ITEM 5 Page 1 Update OT Due Diligence Reviews, Presentation of Oversight Board 2012-2013 Perpetual Calendar and Consideration of Special Meeting on January 15, 2013 December 11, 2012 Page 2 Non-LMIHF Due Diligence Review White Nelson Diehl Evans LLP is currently preparing the Due Diligence Review of the Successor Agency's non-LMIHF funds. Staff anticipates that this report will be completed the week of December 17 and will be distributed to the Oversight Board at that time. The law requires that the Oversight Board hold a "public comment session" to hear any public comments and any opinions offered by the County Auditor-Controller at least 5 business days before the Board takes any action with respect to the results of the due diligence review. The public comment session will be conducted at the re_ gular Oversight Board meeting on January 8, 2013. At least five -business days following the public comment session, the Board is required to take action on the Due Diligence Report. The Board must determine the amount of unencumbered non-LMIHF funds available to be 'transferred by the Successor Agency to the County Auditor-Controller, The Oversight Board's determination is due to the DOF and the County Auditor-Controller by January 15, 2013. Special Meeting - January 15, 2013 In order to meet the statutory deadline, staff requests that the Oversight Board conduct a special meeting on January 15, 2013 to consider the results of the non-LMIHF Due Diligence Review. Perpetual Calendar To assist in the organization of the Oversight Board schedule and pursuant to the request of the Oversight Board, the City Clerk and Successor Agency Counsel are preparing an Oversight Board 2012-2013 Perpetual Calendar, which incorporates the wi re;�k+ Q-Al, --^+;-- -4 -J-,t AM A A^. %.A —11 171W I I1 LOWGRI %A 0 1I MoIULI 111J. 0%,1 1 VUU11= C31 JU 1111PUl LCI I IL UeLU-s LjF-1dU-1- /AD 1404. The Oversight Board 2012-2013 Perpetual Calendar will be distributed to the Oversight Board Members at the December 11, 2012 meeting and provided to each Members electronically. The Perpetual Calendar will be updated periodically to include changes to meeting dates, special meetings, and changes to the laws governing the activities of the Successor Agency and Oversight Board. FU. Recommendation It is recommended that the Oversight Board receive and file the Staff Report and consider a special meeting on January 15, 2013. Prepared and approved by: Barbara Leibold, City Attorney/Successor Agency Counsel Attachments: July 24, 2012 Staff Report AGENnA TTVR .. -.—A 5 Page 2 OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE FROM: BARBARA LEIBOLD, SUCCESSOR AGENCY COUNSEL DATE: JULY 24, 2012 SUBJECT: CHANGES TO DISSOLUTION ACT (AB 1484) Backstround On June 27, 2012, AB 1484 was signed by Governor Brown and took immediate effect. AB 1484 makes technical and substantive amendments to ABx1 26, the bill enacted in late June 2011 that directed the dissolution and unwinding of the affairs of California's redevelopment agencies. AB 1484 adds many new or modified actions and deadlines, with major compliance consequences, that must be implemented in the very near future and throughout 2012. Discussion The following summary highlights the provisions of AB 1484 and is intended to assist Successor Agency and Oversight Board Members in understanding the dissolution process, as amended. It does not include detailed analysis of the statutory provisions and should not be relied upon without careful review of the statutes. Affordable Housing AB 1484 adds Section 34176(a)(2), which requires that by August 9, 2012, the Successor Housing Agency submit to the Department of Finance ( "DOF ") a list of all housing assets that contains an explanation of how the asset meets the criteria set forth in Section 34176(e). DOF has 30 days to object to any item on the list. The Successor Housing Agency may request a meet and confer with DOF within 5 business days of receiving any objection from DOF. AB 1484 provides more specific guidance as to what constitutes a housing asset, including real property, personal property, encumbered funds, loans or grants receivable, rents and operational income, loan repayments, mixed use assets, and housing bond proceeds. Amounts previously borrowed from the Low and Moderate Income Housing Fund ( "LMIHF "), such as SERAF repayments, can only be repaid AGENDA ITEM 3 Page 1 AB 1484 July 24, 2012 pursuant to a schedule approved by the Oversight Board, ca_­� r4ar+ be — 00-in 110 1114W6. 1;K IL LJ I 111 It. 11J_ 2014, and are subject to a maximum annual repayment determined by a formula, ZM The housing successor must set up a new fund called the Low and Moderate Income Housing Asset Fund ("Housing Asset Fund") in its accounting records. The Housing Asset Fund may be set up by project area. All receipts of income • repayment of debt to the LMlHF shall be placed in the Housing Asset Fund, and proceeds of the fund shall • used in accordance with the housing provisions • the Community Developmen) Law. AB 1484 does not clarify whether there are any continuing obligations with respect to redevelopm ent housing production and replacement housing obligations. Successor Agency Status AB 1484 clarifies that the Successor Agency is a separate legal entity that succeeds to the organizational status of the former redevelopment agency but lacks authority to perform redevelopment activities except to complete te8401UM2ule VUllydtivimi. Section 34173(h) permits a city to loan funds to a successor agency for administrative costs, enforceable obligations or project-related expenses, but the receipt and use of the funds shall be reflected on the RODS and are subject'to approval of the oversight " t, !1 of the board. An enforceable ob! igatio n shall be, deemend reated for I %.�V"Y I I I snit 1 the loans. AB 1484 requires an annual audit of the Successor Agency, but does not clarify whether the cost is required to be an administrative or project cost. AB 1484 permits an oversight board to direct a successor agency to provide additional legal or financial advice independent from successor agency staff and authorizes the oversight board to contract with the county or other public or private agency for administrative support. Oversight board members have the same imm unities applicable to public entities and public employees when acting as an oversight board member. Section 34179(e) states that all actions taken by an oversight board must be adopted by resolution. The Successor Agency must submit actions for approval to the Oversight Board simultaneously with submission of such documents to DOF, county administrative officer ("CAO"), and county auditor controller ("CAC") (Section 341800)). AB 1484 extends the time for review by DOF from 3 to 5 business days. Actions of the Oversight Board are deemed effective if DOF does not request a review within 5 business days. If DOF requests a review, it has 40 calendar days to approve or AGENDA ITEM 3 Page 2 AB 1484 July 24, 2012 disapprove an action (or up to 60 days for disposition of real property and housing assets). Submission of ROPS for January -June 2013 The January 1 — June 30, 2013 ROPS must be submitted to DOF and the State Controller's office, after approval by the oversight board, no later than September 1, 2012. If the ROPS is not submitted in the required timeframe, the host city is subject to a $10,000 fine for every day the BOPS is late and the administrative cost allowance for the successor agency is reduced by 25 %. Recognized Obligation Payment Schedules (ROPS) Successor Agency staff must now submit an electronic copy of a ROPS to the CAO, the CAC and the DOF at the same time it is submitted to the Oversight Board (Section 34177(I)(2)(B)). AB 1484 amends the definition of "Enforceable Obligation" to include predisposition asset carrying costs incurred by the Successor Agency and contracts for the administration or operation of the Successor Agency. Beginning with the ROPS for the period ending December 31, 2013, an Oversight Board approved RODS is required to be submitted to the CAC and DOF by October 4 for the January distribution of RPTTF and by March 3 for the June 1 distribution. Financial and other penalties apply to the sponsoring city if the deadlines are not met. DOF will have 5 business days to request review of an item on the ROPS, and 45 days to determine whether an item constitutes an enforceable obligation, its funding source and the amount that constitutes the enforceable obligation. DOF now has legislative authority to eliminate or modify an item on a ROPS prior to DOF approval. A Successor Agency may request additional review by DOF on a disputed item, or request a meet and confer, but such a request must be made within 5 business days of the receipt of the DOF determination (Section 34177(m)). DOF must notify the Successor Agency and CAC of its review at least 15 days prior to the distribution of RPTTF (e.g. by December 18 for the January distribution and May 17 for the June distribution). Unpaid Pass- Through Payments FY 2011 -12 Pursuant to Section 34183.5, if a taxing entity did not receive its full pass - through payment for the 2011 -12 fiscal year, amounts in the amount of such payments will be deducted by the county from future allocations of property taxes to the Successor AGENDA ITEM 3 Page 3 AB 1484 July 24, 2012 Agency unless the Successor Agency opts to make such payments from reserve funds. As a result, unpaid pass-throughs become enforceable obligations to be paid ahead of other enforceable obligations unless the pass-through payments were subordinated to bond debt payments by the former redevelopment agency prior to dissolution. If the CAC made the unpaid pass-through payments on the Successor Agency's behalf, the CAC can deduct one half of the amount paid by the CAC from future distributions of RPTTF until CAC is repaid. '911 fill AB 1484 also includes a mechanism for recovering residual property taxes that were allocated to the Successor Agency for the January 1, 2012 — June 30, 2012 period, but -should have been distributed to the other taxing entities. in each county, the county auditor-controller is required to determine the amount, If any, that each successor agency owes to the taxing entities, and send a demand for payment by July 9, 2012. Successor agencies must make that payment by July 12, 2012. If the successor agency does not make the required payment, it is subject to a penalty of 10% of the amount owed, plus 1,5% for each additional rnonth that the payment is late. The host city will not receive its scheduled July 18, 2012 distribution of sales taxes, or any subsequent distribution, until the required payment is made. J Addiltionwi R view by Accountants A I I me AB 1484 adds Section 34179.5, which requires that a. licensed accountant conduct a review to determine the unobligated cash balances held by the successor agencies including redevelopment agency funds and LIVIIHIF funds. The review must be reviewed by both the Oversight Board and Department of Finance (DOF). Once the review is completed those unobligated funds must be distributed to the other taxing entities. Pursuant to Section 34179.6, the review of the LMIHF must be completed by October 1, 2012, The review for other funds must be completed by December 15, 2012. No source of payment of the accountant's fees is specified in AB 1484. The selection of the accountant must be approved by CAC and the accountant must be licensed and have expertise in local government. An audit provided by the CAC that provides the information required by the statute may be used with the permission of the Oversight Board. Standards for the review are set forth in the statute. The results of the rpvip-w are _-mihmithniri to the (1var4--irth4 BoarA for review an u 4 approVal, with a concurrent submittal to the CAO, CAO and DOF Upon receipt of the review, the Oversight Board must convene a public comment session to take place at least 5 business days before the Oversight Board votes on approval of the review. The AGENDA ITEM 3 Page 4 AB 1484 July 24, 2012 Oversight Board is to review, approve and transmit the review by October 15, 2012 for the LMIHF and January 15, 2013 for all other funds. The Oversight Board can adjust amounts in the review and authorize the Successor Agency to retain restricted assets. DOF also may adjust amounts in the review. DOF is to complete its review by November 9, 2012 for the LMIHF and April 1, 2013 for the remaining funds. DOF must provide a basis for any changes, and the Successor Agency can request a meet and confer with DOF to address any issues within 5 business days of DOF's determination, but in no event later than November 16, 2012 for the LMIHF portion of the review. DOF is required to meet and confer and make a decision within 30 days of the request to meet and confer. Successor Agencies must transmit funds determined due by DOF within 5 business days of the notice from DOF. If the unobligated funds are not transferred in the required timeframes, DOF and the county auditor can offset sales and property tax distributions to the successor agency's host city or county to recover those outstanding funds. These "offset" remedies potentially violate Proposition 1A, which limits the Legislature's authority to modify the manner in which property taxes are allocated or change the method of distribution of sales taxes. Finding of Completion Upon payment of the following amounts, the DOF will issue a finding of completion to a successor agency: • The amount determined as a result of the audit of the LMIHF; • The amount determined as a result of the audit of all the other funds; and • The amount, if any, owing to the taxing entities from the December 2011 property tax payment or for the period ended June 30, 2012. Once the Successor Agency pays the full amount of unobligated funds, the former redevelopment agency may receive a "finding of completion" which entitles the Successor Agency to certain "safe harbor" provisions, including: • The ability to retain real property owned by the former redevelopment agency, after approval by DOF of a long range property management plan. • The right to repayment of loans made by the city to its former redevelopment agency. However, no repayments can commence until the 2013-14 fiscal year and the amounts that can be repaid in each year are significantly limited. AGENDA ITEM 3 Page 5 AB 1484 July 24, 2012 c7u-&L- F I Ll er, 209710 of any repayment amount has to be set aside 'lur afflorudable housing development, 0 Unencumbered bond proceeds from pre-2011 bonds can be used for the purposes for which they were sold. The fate of bond proceeds from issuances after January 1, 2011 is still unknown. M 11 1 ul. go • Z • Z 1, 2012. CAC may object to items on the ROPS, so long as it provides notice at, 'least 60 days prior to distribution of RPTTF. CAC must provide estimates of RPTTF distributions on October 1 and April 1 of each �mar. Distributions are to be made on June I and January 2 of each year. If there- is a confirmpri insufficiencv of funds to nay approved debt SerVir.R nnntrnnt pass-through payment obligations entered into prior 'to 119914 that were expressly subordinated to bonded indebtedness are also subordinated for purposes of distribution of RPTTF by the GAG. The SCO is directed to review the activities of each successor agency and determine if it +roneforrarl any asset aft ®r Palm 1 qni 9 in n �-nnnc!nrinei &e%r"rns in;f%j Mkd:wr than 1. 11 — I-- . -- any . ­­ . I , -- I - — - -,­ 1— 11 Z, — ...... — ­Y pursuant to an enforceable obligation on an approved and valid BOPS. �= Mmt =1 algornmr, AB 1484 adds the ability to refund bonds to lower long-term financing costs, or pursuant to enforceable obligations under certain circumstances, Oversight Board and DOF approval are required. AB 1484 also authorizes a Successor Agency to spend, after receipt of a finding of completion, excess bond proceeds in a manner consistent with the bond issuance documents for bonds issued prior to 2011. M= �� AB 1484 appears to suspend the requirement of ABx1 26 to expeditiously dispose of the assets • the Successor Agency. Instead, within • months • receipt of a finding • completion, AB 1484 requires the successor agency to develop a long-range property AGENDA ITEM 3 Page 6 AB 1484 July 24, 2012 management plan that governs the disposition and use of the former redevelopment agency property for approval by the Oversight Board and DOF. Permitted uses under a property management plan include retention of property for governmental use, retention of property for future development, sale of the property and use of the property to fulfill an enforceable obligation. Upon approval of the property management program, the properties are to be placed in a Community Redevelopment Property Trust Fund and, in some cases, transferred to the sponsoring community for the purpose designated in the management plan. Sponsoring Community Loans Upon application by the successor agency and approval by the Oversight Board, and ultimate approval by DOF, loan agreements between the sponsoring community and dissolved redevelopment agency that were previously deemed not to be enforceable obligations as of February 1, 2012 can once again be deemed to be enforceable obligations if the oversight board finds the loan was for legitimate redevelopment purposes (Section 34191.4(b)). For any such reinstated loan, interest is retroactively and prospectively recalculated at Local Agency Investment Fund rates, loan repayments cannot begin until FY 2013 -2014 subject to a reasonable term of years and maximum payment limitations, payments must first be applied to retire any amounts due to the LMIHF, and 20% of any remaining payments must be placed in the Housing Asset Fund. Other Provisions AB 1484 authorizes the transfer of land use plans and land use functions of the dissolved redevelopment agency to the sponsoring community at the request of the sponsoring community. The DOF and SCO must be provided with notice for any validation action with respect to an action of a dissolved redevelopment agency or successor agency with respect to an enforceable obligation or title to an asset owned by either of the foregoing. AB 1484 states that any action taken by a former redevelopment agency after June 27, 2011 does not create an enforceable obligation, even if done after the former agency had opted -in to the voluntary alternative redevelopment program under ABx1 27. It is questionable as to whether or not such provisions of AB 1484 are constitutional. AGENDA ITEM 3 Page 7 AB 1484 July 24, 2012 AB 1484 Milestone Actions Attached as Exhibit A is a Schedule of AB 1404 Milestone Actions prepared by Goldfarb and Lipman LLP. The Schedule includes important dates through 2013 under AB 1484. Recommendation That the Oversight Board receive and file the Report. AGENDA ITEM 3 Fags AB 1484 MILESTONE ACTIONS Following is a checklist of upcoming key milestone actions under the Dissolution Act as amended by AB 1484. ate Action July -9,2012 Successor Agency to receive from the CAC determination of amount owed, if any, for distributions pursuant to the Section 34183(x)(4) for the initial RODS period (Section 34183.5(b)(2)(A)). July 12, 2012 Successor Agency to pay to the CAC any amounts identified as owed to the taxing entities (Section 34183.5(b)(2)(A)). July 16, 2012 The CAC distributes to the taxing entities amounts received from the Successor Agency on July 12, 2012 (Section 341815(b)(2)(A)). July 18, 2012 The DOF can order offset of sales and use tax due to Sponsoring Community if the Successor Agency has failed to make payments due on July 12, 2012 (Section 34183.5(b)(2)(A)). August 1, 2012 Housing Successor must submit to DOF list of all housing assets transferred to it by the Dissolved RDA, with explanation of how assets meet criteria set forth in law. DOF to prescribe format for list (Section 34176(a)(2)). August 10, 2012 Housing Successor provides notice to the Successor Agency of any designations of use or commitments of funds specified in 34176(g)(1)(A) that the Housing Successor empowers the Successor Agency to retain Section 34179.6(c)). September 1, 2012 The Successor Agency submits the ROFS for January 1, 2013 through June 30, 2013 to the DOF after Oversight Board approval (Section 34177(m)). Note, the Successor Agency will be assessed a $10,000 per day penalty for failure to timely submit the RODS (Section 34177(m)(2)). 1 Date Ariinn J4 t{`,1111L7L'1 ] 1, 2012 ! if the Successor Agency has not submitted a ROPS, the _ _ . administrative cost allowance for the fiscal year covered by the ROPS will be reduced 25% (Section 34177(m)). j October 1, 2012 T`nc Successor Agency to provide to the Oversight Board, the CAC, the DOF, and the SCO results of the 34179.5 review for the LMIHF balances of a Dissolved RDA conducted by a licensed accountant. Accountant must be approved by the CAC (Section 34179.6(a)). P�qr n �Ivtober 11 2012 The CAC to complete agreed-upon procedures audit of each I Dissolved RDA (Section 34182(x)(1)). Octobcr 1, 2012 `f ie CAC to provide notice to the Successor Agency of any objections to items included on the Third ROPS (Section 34182.5). October 1, 2012 The CAC to prepare and provide estimates to the DOF and fund recipients of amounts to be allocated and distributed from RP` IT on January 2, 2013 for Third ROTS period (Section 34182(c)(3)). The CAC to report to the SCO and the DOF specified information October 1, 2012 about property tax distributions (Section 34182(d)). October 5, 2012 The CAC to provide to the SCO and the DOF results of agr eed- upon procedures audit of each Dissolved RDA (Section 34182(b)). October 15, 2012 The Oversight Board to review, approve and transmit the results of the 34179.5 Review for the I..MIHF account balances of the Dissolved RDA and notify the CAC and the DOF (Section 34179.0c)). Note, that the Oversight Board waisi 'nnld a nnnlir session at least five business days in advance of the meeting to consider approval of the Review (Section 34179.6(b)). No later than The DOF completes review of 34179.5 Review of LMIHF balances November 9, 2012 and reports findings, determinations, and decisions to overturn Oversight Board decision to allow retention of Successor Agency assets (Section 34179.6(d)). sate Action Within 5 days of receipt of Successor Agency/Sponsoring Community deadline to request meet initial determination from and confer with DOF over any dispute regarding amount of the the DOF LMIHF to be distributed to Taxing Entities under the 34179.5 Review process (Section 34179.6(e)). The DOF must meet and confer with the Successor Agency and confirm or modify findings within 30 days of request (Section 34179.6(e)). Within 5 days of receipt of The Successor Agency to transfer to the CAC the LMIHF balances final determination from determined to be available pursuant to Section 34179.5 Review of the DOF the LMIHF. Sponsoring Community sales and use tax may be offset if funds are not transferred (Section 34179.6(f ). December 1, 2012 The Successor Agency reports to the CAC if total amount of available revenues (including RPTTF, other revenues, proceeds from sale of assets) will be insufficient to fund enforceable obligations (Section 34183(b)). December 1, 2012 The CAC provides the DOF report specifying amount remitted by the Successor Agency pursuant to the 34179.5 Review of LMIHF balances (Section 34179.6(g)). December 15, 2012 The Successor Agency submits to the Oversight Board, the CAC, the DOF, and the SCO results of review required under 34179.5 with respect to all other fund and account balances of a Dissolved RDA (Section 34179.6(a)). January 2, 2013 The CAC to make distributions from the RPTTF for the Third RODS period (January-June 2012) (Section 34183(a)(2)). January 12, 2013 The CAC to provide a report to the DOF regarding most recent distributions from the RPTTF (Section 34283(e)). January 15, 2013 The Oversight Board to review, approve and transmit the results of the 34179.5 Review for all other fund and account balances of a Dissolved RDA and notify the CAC and the DOF of determination (Section 34179.6(c)). Note, that the Oversight Board must hold a public session at least five business days in advance of the meeting to consider approval of the Review (Section 34179.6(b). March 3, 2013 Successor Agency submits RODS for July 1, 2013 through December 31, 2013 to DOF after Oversight Board approval (Section 34177(m)) F Date �ctio- —I a n a. No later than April i , i ne DOF completes reviews of_341 19,5 Rev -low of other fund 2013 balances and reports findings, determinations and decisions to overturn Oversight )Board decision to allow retention of Successor Agency assets. (Section 34179.6(a)), April 1, 2013 The CAC provides estimates to the DOF and all fund recipients of amounts to be allocated and distributed from the RPTTF on June 1 for the July 1, 2013 through December 31, 2013 RODS period I (Seim /ol! 02(c)(3 71 Within 5 days of receipt of Successor Agency /Sponsoring Community deadline to rcquest meet initial determination from and Confer with the DOF over any dispute regarding amount of the DO; other fund balances to be distributed to the taxing entities under 34179.5 Review process. The DOF must meet and confer with Successor Agency and confirm or modify findings within 30 days of request (Section 34179.6(e)). Within 5 days of receipt of The Successor Agency to transfer to the CAC cash and other assts final determination from determined to be available pursuant to Section 34179.5 Review of )� i the DO !1! other funds (if meet and confer process is complete). Sponsoring 1 Community sales and use tax may be offset fcr'unfunded amounts i (Section 34179.6(f)), April 20, 2013 The CAC provides the DOF a report specifying the amount refYLi"ed by .S HC- -r -rQgnr Aacpnr.io-s p�/rvi It tr the Se:t.o:. 3A 179.4 Review of other balances (Section 341796(8)). May 1, 2013 The Successor Agency reports the if total amount o_f_ I 1 �CAC y�tory available revenues (including RPA ) , other revenues, proce—c -d-s from sale of assets) will be insufficient to fund enforceable obligations (Section 34183(b)). June 1, 2013 The CAC to make distributions from the RPTTF for the RODS period July- December 2013 (Section 34284(c)).