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HomeMy WebLinkAboutItem No. 2 First Amendment to Consolidated Amended and Restated Rembursement AgreementOVERSIGHT 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: JUNE 25, 2013 SUBJECT: FIRST AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED REIMBURSEMENT AGREEMENT (LERA BONDS) Background The Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore ( "Oversight Board ") has been established to oversee the recognized enforceable obligations and winding down of the affairs of the former Redevelopment Agency of the City of Lake Elsinore (the "Agency ") by the Successor Agency in accordance with the California Health and Safety Code. One of the Successor Agency's enforceable obligations is the Consolidated Amended and Restated Reimbursement Agreement (LERA) providing for reimbursement to the City of debt service payments in connection with the Lake Elsinore Recreation Authority Bonds. This obligation (Line 18 of the Successor Agency ROPS approved by the Oversight Board and the Department of Finance) relates to financial transactions of the Agency, the City, the Lake Elsinore Public Financing Authority (the "PFA ") and the Lake Elsinore Recreation Authority ( "LERA ") commencing in the 1990's to fund redevelopment projects pursuant to the Redevelopment Plans for each of the Agency's Rancho Laguna Redevelopment Project Areas Nos. I, II, and III (the "Project Areas "). In 1993, the PFA issued the Lake Elsinore Public Financing Authority 1993 Series B Senior and Subordinate Taxable Tax Allocation Revenue Notes (Lake Elsinore Redevelopment Projects) (the "1993 Taxable Notes ") to finance a multi - purpose stadium (the "Project ") located in the Agency's Rancho Laguna Redevelopment Project Area No. III and of benefit to the Project Areas. Companion tax- exempt notes were also issued by the PFA in connection with such financing. In 1994, the City Council determined that the Agency would require the City's assistance in refinancing the 1993 Taxable Notes which were to mature on October 1, 1994. The City proposed a refinancing plan for the Project pursuant to which the PFA issued the Lake Elsinore Public Financing Authority 1994 Revenue Bonds (Lake Elsinore Redevelopment Projects) Series A (the "1994 Bonds') and related financing agreements. Concurrently with the issuance of the 1994 Bonds, the Agency entered into certain Reimbursement Agreements, each dated as of September 1, 1994 (the "Original Reimbursement Agreements "), with the City whereby the Agency pledged the AGENDA ITEM 3 Pave 1 First Amendment to Consolidated Amended and Restated Reimbursement Agreement June 25, 2013 use of tax increment revenues from the Project Areas to reimburse the City for payments pursuant to the financing documents. In December 1996, the LERA was established pursuant to a Joint Exercise of Powers Agreement by and between the City and the Agency to provide a mechanism to refinance various debt obligations arising from multiple redevelopment projects, including the construction of Diamond Stadium. In 1997, the LERA issued its first bonds known as the Lake Elsinore Recreation Authority Revenue Bonds, 1997 Series A (Public Facilities Authority) in the amount of $14,680,000 (the "1997 Bonds ") which refinanced the 1994 Bonds and prepaid the City's obligations under the related financing agreements. A Lease Agreement, dated as of December 1, 1996 (the "1996 Lease Agreement "), was entered into by and between the City and the LERA for the lease of certain recreational property and improvements, the payment of which secured the 1997 Bonds (the "1997 Lease Payment "). The City used the proceeds of the 1997 Bonds to prepay all of its obligations under the financing agreements related to the 1994 Bonds. However, pursuant to the Original Reimbursement Agreements, as a result of the prepayment by the City of its obligations under the 1994 financing agreements and the refunding of the 1994 Bonds, the repayment obligations of the Agency under the Original Reimbursement Agreements in the aggregate amount of the prepayment became due and payable. In 1997, the Agency did not have sufficient surplus revenues to pay the outstanding amount due under the Original Reimbursement Agreements. Consequently and concurrent with the issuance of the 1997 Bonds, the Agency and City amended and restated the Original Reimbursement Agreements (the "Amended and Restated Reimbursement Agreements ") in their entirety in order to obligate the Agency to reimburse the City, from tax increment revenues, the City's 1997 Lease Payments used to pay debt service on the 1997 Bonds. As the City's economic situation stabilized and interest rates lowered, the LERA took advantage of an opportunity to refund the 1997 bonds in 2000 achieving significant cost savings under the variable interest rates then available. Those bonds, known as the Variable Rate Revenue Refunding Bonds, 2000 Series A (Public Facilities Project) in the aggregate amount of $15,660,000 (the "2000 Bonds ") were used to refund the 1997 Bonds. The lease payment (the "2000 Lease Payment ") under a Lease Agreement between the City and the LERA, dated as of July 1, 2000 (the "2000 Lease Agreement "), secures the 2000 Bonds. The Agency's obligations to reimburse the City from tax increment revenues under the Amended and Restated Reimbursement Agreements continued in connection with the 2000 Bonds and 2000 Lease Agreement. The City, the Agency and the LERA benefitted by reduced payment obligations resulting from historically low interest rates under the variable rate 2000 Bonds, the 2000 Lease Agreement and the Amended and Restated Reimbursement Agreements. AGENDA ITEM 3 Page 2 First Amendment to Consolidated Amended and Restated Reimbursement Agreement June 25, 2013 In order to clarify and consolidate into a single document the Agency's ongoing obligation to reimburse the City for the payments under the 2000 Lease Agreement securing debt service, the Agency and the City entered into that certain Consolidated Amended and Restated Reimbursement Agreement, dated as of March 1, 2011 (the "Consolidated Reimbursement Agreement "). The pledge of tax increment under the Consolidated Reimbursement Agreement constitutes an "enforceable obligation" under the Dissolution Act and has been listed on the Successor Agency's Recognized Obligation Payment Schedules ( "ROPS ") approved by the Oversight Board and the Department of Finance. Discussion Payments of principal and interest (but not any premium) on the 2000 Bonds are supported by an irrevocable direct -pay letter of credit (the "Letter of Credit ") issued by Union Bank of California, N.A. Union Bank has notified the LERA of its intent not to renew the Letter of Credit upon its expiration on August 8, 2013. The expiration of the Letter of Credit will result in the conversion of the 2000 Bonds to variable rate "bank bonds" bearing interest at a rate currently estimated at 6.5 %. Current debt service payments on the 2000 Bonds may increase from approximately $704,000 annually to as much as $1,420,000 annually depending on the interest rate environment. The City's finance team has explored every available option to renew the Letter of Credit by Union Bank. However, Union Bank has discontinued its practice of providing letters of credit as part of a company -wide policy and would make no exception. Multiple efforts to secure a similar letter of credit from another financial institution were unsuccessful. As a result, the City and the LERA are faced with two choices: continue to pay the debt service on the 2000 Bonds at a potentially much higher interest rate subject to market swings or refund the 2000 Bonds with refunding bonds at a fixed interest rate. In order to mitigate the higher payments, the City and the LERA will be presented with the proposed refunding of the 2000 Bonds and the 2000 Lease Agreement whereby the LERA will issue Lease Revenue Refunding Bonds (Public Facilities Project) Series 2013 (the "2013 Bonds "), which 2013 Bonds will be secured by payments payable by the City under a Lease Agreement (the "2013 Lease Agreement ") by and between the City and the LERA. Although the 2013 Bonds and 2013 Lease Agreement will increase annual payment obligations over the historically low variable rate payments in recent years, payments will be significantly less than the bank bond rate that would be triggered by the expiration of the Letter of Credit and will guard against interest rate spikes thereby providing certainty. The ability to attain this financial certainty is nonetheless contingent upon the ongoing obligation of the Successor Agency to reimburse the City under an amendment to the Consolidated Reimbursement Agreement. AGENDA ITEM 3 Page 3 First Amendment to Consolidated Amended and Restated Reimbursement Agreement June 25, 2013 Consequently, the City's and the LERA's approval of the issuance of the 2013 Bonds and entry into the 2013 Lease Agreement is contingent upon the effectiveness of an amendment to the Consolidated Reimbursement Agreement incorporating the 2013 Bonds. In recognition of the pending conversion of the 2000 Bonds to bank bonds and anticipated refunding, the ROPS 13 -14A for the period July 1, 2013 -- December 31, 2013 incorporated the Successor Agency's best estimate of its payment obligations under the Consolidated Reimbursement Agreement based on the projected refunding of the 2000 Bonds at a fixed rate. The annual obligation was estimated at $1,200,000 with an estimated payment of $600,000 due for the July 1 — December 31, 2013 period. The proposed amendment to the Consolidated Reimbursement Agreement will reduce reimbursement payments by the Successor Agency to the City compared to the projected payments due under the 2000 Bonds if not refunded. The savings will allow a greater portion of the Successor Agency's Redevelopment Property Tax Trust Funds to be paid to the taxing entities. The proposed amendment may also provide certainty to the Successor Agency in the dissolution process by incorporating the obligations under the fixed rate 2013 Bonds. Without the amendment, the Successor Agency may be required to make higher payments resulting from the conversion of the 2000 Bonds to bank bonds with the added uncertainty of interest rate fluctuations. Health & Safety Code Section 34177.5(a)(3) permits the amendment of an existing enforceable obligation (e.g. the Consolidated Reimbursement Agreement) under which the Successor Agency is obligated to reimburse the City for the payment of debt service on a bond, or to pay all or a portion of the debt service on the bond to provide savings to the Successor Agency, provided that certain conditions are met. Those conditions are as follows: (A) the enforceable obligation must be amended in connection with a refunding of the bonds so that the enforceable obligation will apply to the refunding bonds, (B) the total interest cost to maturity on the refunding bonds plus the principal amount of the refunding bonds shall not exceed the total remaining interest cost to maturity on the bonds plus the remaining principal of the bonds, and (C) the principal amount of the refunding bonds shall not exceed the amount required to defease the refunded bonds, to establish customary debt service reserves and to pay related costs of issuance. The requirements of Health & Safety Code Section 34177.5(a)(3) will be met in connection with the proposed amendment to the Consolidated Reimbursement Agreement because (i) the amendment to the Consolidated Reimbursement Agreement is being entered into concurrently with the refunding of the bonds and will apply to the 2013 Bonds (the City's approval of the issuance of the 2013 Bonds is contingent upon the effectiveness of the First Amendment to the Consolidated Amended and Restated Reimbursement Agreement), (ii) the total interest cost to maturity on the 2013 Bonds plus the principal amount of the 2013 Bonds ($20,531,298.62) does not exceed the total remaining interest cost to maturity on the 2000 Bonds plus the remaining principal of the 2000 Bonds (estimated at $21,819,375 at projected bank bond rate of 6.5% per annum), and (iii) the principal amount of the 2013 Bonds ($14,465,000) does not AGENDA ITEM 3 Page 4 First Amendment to Consolidated Amended and Restated Reimbursement Agreement June 25, 2013 exceed the amount required to defease the 2000 Bonds, establish customary debt service reserves and pay related costs of issuance ($14,465,000). Further, LERA and the City made diligent efforts to ensure that the lowest long -term cost financing was obtained, does not provide for any "bullets" in the way of a balloon payment, "spikes" representing a sudden increase or decrease in payments, and does not use a variable interest rate. Pursuant to Health & Safety Code Section 34177, the pledge set forth in the amendment of the Consolidated Amended and Restated Reimbursement Agreement, because it is made in connection with the issuance of the 2013 Bonds, has the same lien priority as the pledge in the Consolidated Amended and Restated Reimbursement Agreement prior to its amendment and is valid, binding, and enforceable against the Successor Agency in accordance with its terms. Unless and until the proposed First Amendment to Consolidated Amended and Restated Reimbursement Agreement becomes effective, the existing pledge set forth in the Consolidated Amended and Restated Reimbursement Agreement made in connection with the issuance of the 2000 Bonds will continue as a valid, binding, and enforceable obligation of the Successor Agency, and will require reimbursement payments to the City at the potentially higher bank bond variable rate of interest that would be triggered by the expiration of the Letter of Credit. The proposed First Amendment to Consolidated Amended and Restated Reimbursement Agreement will result in a reduction in the Successor Agency's reimbursement obligation equal to the potential debt service savings of approximately $220,000 per year for the life of the 2013 Bonds, which will mature in 2032. Recommendation It is recommended that the Oversight Board adopt Resolution No. OB -2013 -006 approving the First Amendment to Consolidated Amended and Restated Reimbursement Agreement (LERA Bonds). Prepared and approved by: Barbara Leiboid, City Attorney /Successor Agency Counsel Attachments: 1. Resolution No. OB -2013 -006 2. First Amendment to Consolidated Amended and Restated Reimbursement Agreement AGENDA ITEM 3 Page 5 RESOLUTION NO.OB- 2013 -006 A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE APPROVING A FIRST AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED REIMBURSEMENT AGREEMENT (LERA BONDS) 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 of the Redevelopment Agency of the City of Lake Elsinore ( "Successor Agency ") to take certain actions to wind down the affairs of the former Redevelopment Agency of the City of Lake Elsinore (the "Agency ") in accordance with the California Health and Safety Code; and WHEREAS, the Agency was a duly constituted redevelopment agency under the laws of the State of California and pursuant to such laws duly proceeded with the redevelopment of its Rancho Laguna Redevelopment Project Area No. I, Rancho Laguna Redevelopment Project Area No. II and Rancho Laguna Redevelopment Project Area No. III (the "Project Areas ") within the City; and WHEREAS, for the purpose of providing moneys to fund loans to the Agency for its Rancho Laguna Redevelopment Project Areas No. I, II and III, the Lake Elsinore Public Financing Authority (the "Financing Authority"), on November 3, 1993, issued its Lake Elsinore Public Financing Authority 1993 Series B Senior and Subordinate Taxable Tax Allocation Revenue Notes (Lake Elsinore Redevelopment Projects) in the aggregate principal amount of $9,250,000 (the "1993 Taxable Notes ") to finance a multi- purpose stadium (the "Project ") located in the Agency's Rancho Laguna Redevelopment Project Area No. III and of benefit to the Project Areas; and WHEREAS, the 1993 Taxable Notes were to mature on October 1, 1994 and the City Council of the City, in Resolution No. 93 -60 adopted on September 30, 1993, found and determined that the Agency would require the assistance of the City in refinancing the 1993 Taxable Notes at maturity and in said Resolution 93 -60 proposed to implement a refinancing plan for the Project pursuant to which the Financing Authority would issue its bonds to provide funds to acquire the Project from the Agency and the Financing Authority would then lease the Project to the City; and WHEREAS, to effectuate the foregoing, the Authority issued its Lake Elsinore Public Financing Authority 1994 Revenue Bonds (Lake Elsinore Redevelopment Projects), Series A in the aggregate principal amount of $10,000,000 (the "1994 Bonds "), pursuant to and secured by an Indenture, dated as of September 1, 1994, by and between the Financing Authority and Union Bank of California, N.A., as trustee (the "1994 Bonds Trustee "), and entered into a Lease Agreement, dated as of September 1, 1994 (the "1994 Lease Agreement") with the City; and AGENDA ITEM 3 OVERSIGHT BOARD RESOLUTION NO, OB 2013 -006 Page 2 WHEREAS, the 1994 Bonds were issued pursuant to Article 11 of Chapter 3 of Part 1 of Division 2 of the California Government Code (commencing with Section 53580) and Chapter 11 of Division 6 of Title 1 (commencing with Section 5900) of the Government Code of the State of California to refund the 1993 Taxable Notes; and WHEREAS, the Redevelopment Plans, as amended, for the Project Areas provide for tax increment financing in accordance with the provisions of Chapter 6, Part 1 or Division 24 of the Health and Safety Code of the State of California (the "Redevelopment Law ") and Section 16 of Article XVI of the Constitution of the State of California; and WHEREAS, pursuant to Section 33679 and Section 33445 of the Redevelopment Law, the City and the Agency duly held a noticed public hearing on the commitment of the Agency to use a portion of the tax increment revenues to finance the Project and, after such public hearing, such use of tax increment revenues was approved by Resolutions of the City and the Agency; and WHEREAS, concurrently with the issuance of the 1994 Bonds and entry into the 1994 Lease Agreement, the Agency entered into certain Reimbursement Agreements, each dated as of September 1, 1994 (the "Original Reimbursement Agreements "), with the City whereby the Agency pledged tax increment revenues from the respective Project Areas to reimburse the City for the cost of the Project, namely, the City's lease payments to the Financing Authority for the Project under the 1994 Lease Agreement; and WHEREAS, the City desired to prepay all of its obligations under the 1994 Lease Agreement; and WHEREAS, for the purpose of assisting the City to prepay all of its obligations under the 1994 Lease Agreement, the Lake Elsinore Recreation Authority (the "Recreation Authority ") issued its Revenue Bonds, 1997 Series A (Public Facilities Project) in the aggregate amount of $14,680,000 (the "1997 Bonds "), which refinanced the 1994 Bonds and prepaid the City's obligations under the 1994 Lease Agreement; and WHEREAS, pursuant to the Original Reimbursement Agreements, as a result of the prepayment by the City of its obligations under the 1994 Lease Agreement and the refunding of the 1994 Bonds, the repayment obligations of the Agency under the Original Reimbursement Agreements in the amount of the prepayment under the 1994 Lease Agreement became due and payable on the date of such prepayment under the 1994 Lease Agreement; and WHEREAS, the Agency did not have sufficient surplus revenues to pay the outstanding amount due under the Original Reimbursement Agreements; and WHEREAS, the Agency and the City intended at the time of prepayment by the AGENDA ITEM 3 OVERSIGHT BOARD RESOLUTION NO. OB 2013 -006 Page 3 City of the City's obligations under the 1994 Lease Agreement that the Agency's obligations under the Original Reimbursement Agreements were to continue by way of obligating the Agency to reimburse the City, from surplus tax increment revenues, for the City's lease payments under the Lease Agreement, dated December 1, 1996 (the "1996 Lease Agreement "), between the City and the Recreation Authority for the lease of certain recreational property and improvements commonly known as "Lake Elsinore," the payment of which secured the 1997 Bonds; and WHEREAS, concurrent with the issue of the 1997 Bonds, the Agency and the City amended and restated the Original Reimbursement Agreements (the "Amended and Restated Reimbursement Agreements ") in their entirety in order to clarify and document the Agency's pledge of tax increment revenues to reimburse the City for the lease payments made by the City under the 1996 Lease Agreement; and WHEREAS, for the purpose of assisting the City to prepay all of its obligations under the 1996 Lease Agreement, the Recreation Authority issued its Variable Rate Revenue Refunding Bonds, 2000 Series A (Public Facilities Project) (the "2000 Bonds ") in the aggregate amount of $15,660,000, the proceeds of which were used to finance the lease payment (the "2000 Lease Payment ") by the Recreation Authority to the City for the lease of Lake Elsinore; and WHEREAS, the City used the proceeds of the 2000 Lease Payment to prepay all of its obligations under the 1996 Lease Agreement; and WHEREAS, the Agency and the City intended at the time of prepayment by the City of the City's obligations under the 1996 Lease Agreement that the Agency's obligations under the Amended and Restated Reimbursement Agreements were to continue by way of obligating the Agency to reimburse, from surplus tax increment revenues, the City for the City's lease payments under the Lease Agreement, dated as of July 1, 2000 (the "2000 Lease Agreement"), by and between the City and the Recreation Authority, the payment of which secures the 2000 Bonds; and WHEREAS, the Agency and the City desired to consolidate, amend and restate the Amended and Restated Reimbursement Agreements in their entirety in order to clarify and consolidate into a single document the Agency's ongoing obligation to reimburse the City for the lease payments made by the City under the 2000 Lease Agreement securing debt service on the 2000 Bonds and entered into that certain Consolidated Amended and Restated Reimbursement Agreement, dated as of March 1, 2011 (the "Consolidated Reimbursement Agreement"); and WHEREAS, under the Consolidated Reimbursement Agreement, the Agency is obligated to reimburse the City the lease payments made by the City under the 2000 Lease Agreement from tax increment pledged therefor; and WHEREAS, such lease payments secure the payment of debt service on the 2000 Bonds; and AGENDA ITEM 3 OVERSIGHT BOARD RESOLUTION NO.OB 2013 -006 Page 4 WHEREAS, on June 29, 2011, Assembly Bill No. 26 ( "AB X1 26 ") was enacted as Chapter 5, Statutes of 2011, together with a companion bill, Assembly Bill No. 27 CAB X1 27 "). A lawsuit was brought in the California Supreme Court, California Redevelopment Association, et al. v. Matosantos, et al., 53 Cal. 41h 231 (Cal. Dec. 29, 2011), challenging the constitutionality of AB X1 26 and AB X1 27. The California Supreme Court largely upheld AB X1 26, invalidated AB X1 27, and held that AB X1 26 may be severed from AB X1 27 and enforced independently. As a result of AB X1 26 and the decision of the California Supreme Court in the California Redevelopment Association case, as of February 1, 2012, all redevelopment agencies in the State were dissolved, including the Agency, and successor agencies were designated as successor -in- interest entities to the former redevelopment agencies to expeditiously wind down the affairs of the former redevelopment agencies; and WHEREAS, the primary provisions enacted by AB X1 26 relating to the dissolution and wind down of former redevelopment agency affairs are Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the Health and Safety Code of the State, as amended on June 27, 2012 by Assembly Bill No. 1484, enacted as Chapter 26, Statutes of 2012 (as amended from time to time, the "Dissolution Act "); and WHEREAS, on January 10, 2012, pursuant to Resolution No. 2012 -001 and Sections 34171 Q) and 34173 of the Dissolution Act, the City Council of the City elected to serve as successor agency to the Agency and, on February 14, 2012, the City Council held its first meeting as the governing body of the Successor Agency. Subdivision (g) of Section 34173 of the Dissolution Act, added by AB 1484, expressly affirms that the Successor Agency is a separate public entity from the City, that the two entities shall not merge, and that the liabilities of the Agency will not be transferred to the City nor will the assets of the Agency become assets of the City; and WHEREAS, as a result of the foregoing, the Successor Agency succeeded to the rights and obligations of the Agency, including, without limitation, all rights and obligations of the Agency under the Consolidated Reimbursement Agreement; and WHEREAS, the Consolidated Reimbursement Agreement constitutes an "enforceable obligation" under the Dissolution Act and has been listed on the Successor Agency's Recognized Obligation Payment Schedules ( "ROPS ") approved by the Oversight Board and the Department of Finance in accordance with the Dissolution Act; and WHEREAS, payments of principal and interest (but not any premium) on the 2000 Bonds are supported by an irrevocable direct -pay letter of credit (the "Letter of Credit ") issued by Union Bank of California, N.A. (the "Credit Entity ") in an amount equal to the principal amount of the 2000 Bonds outstanding plus 56 days of interest calculated based on an assumed rate of 12 %; and AGENDA ITEM 3 OVERSIGHT BOARD RESOLUTION NO, OB 2013 -006 Page 5 WHEREAS, the Credit Entity has notified the Recreation Authority of its intent not to renew the Letter of Credit upon its expiration on August 8, 2013; and WHEREAS, such expiration will result in the conversion of the 2000 Bonds to "bank bonds" bearing variable interest at a rate currently estimated at 6.5 %; and WHEREAS, the interest rate change may significantly increase debt service payments on the 2000 Bonds from approximately $704,000 annually to as much as $1,420,000 annually, depending on the interest rate environment; and WHEREAS, the Successor Agency desires that the City refund the 2000 Bonds and amend the Consolidated Reimbursement Agreement so that the payments under the Consolidated Reimbursement Agreement are payable at a fixed rate of interest; and WHEREAS, in recognition of the pending conversion of the 2000 Bonds to bank bonds and anticipated refunding, the Successor Agency incorporated into its ROPS 13- 14A for the period of July 1, 2013 - December 31, 2013 its best estimate of its repayment obligations under the Consolidated Reimbursement Agreement based on a projected refunding of the 2000 Bonds at a fixed rate; and WHEREAS, without the refunding of the 2000 Bonds and a corresponding amendment to the Consolidated Reimbursement Agreement, the Successor Agency will be obligated to make payments under the existing Consolidated Reimbursement Agreement at the amounts resulting from the potentially higher, variable bank bond rate; and WHEREAS, the City and the Recreation Authority consider the approval of the refunding of the 2000 Bonds and the 2000 Lease Agreement whereby the Recreation Authority will issue Lease Revenue Refunding Bonds (Public Facilities Project) Series 2013 (the "2013 Bonds "), which 2013 Bonds will be secured by lease payments payable by the City under a Lease Agreement (the "2013 Lease Agreement ") by and between the City and the Recreation Authority; and WHEREAS, the 2013 Lease Agreement will require lease payments of approximately $1,200,000 annually based upon a fixed interest rate which will be less than the estimated $1,420,000 based upon the bank bond rate that would be triggered by the expiration of the Letter of Credit and subject to interest rate fluctuations; and WHEREAS, Section 9 of the Consolidated Reimbursement Agreement contemplates the refunding, refinancing or otherwise restructuring of the obligations of the City under the 2000 Lease Agreement; and WHEREAS, the City's and the Recreation Authority's approval of the issuance of the 2013 Bonds and entry into the 2013 Lease Agreement is or will be contingent upon the effectiveness of an amendment to the Consolidated Reimbursement Agreement incorporating the 2013 Bonds and reimbursement of the 2013 Lease Payments; and -----__..... ._...... ......... __- .----- __ —. -. -- -- AGENDA ITEM 3 OVERSIGHT BOARD RESOLUTION NO, OB 2013 -006 Page 6 WHEREAS, the Dissolution Act governs the Successor Agency's actions with respect to the amendment of the Consolidated Reimbursement Agreement; and WHEREAS, Health & Safety Code Section 34177.5(a)(3) permits the amendment of an existing enforceable obligation under which the successor agency is obligated to reimburse the City for the payment of debt service on a bond or other obligation of the City, or to pay all or a portion of the debt service on the bond or other obligation of the City to provide savings to the successor agency, provided that (A) the enforceable obligation is amended in connection with a refunding of the bonds or other obligations of the City so that the enforceable obligation will apply to the refunding bonds or other refunding indebtedness of the City, (B) the total interest cost to maturity on the refunding bonds or other indebtedness plus the principal amount of the refunding bonds or other indebtedness shall not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be refunded, and (C) the principal amount of the refunding bonds or other indebtedness shall not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves and to pay related costs of issuance; and WHEREAS, the Consolidated Reimbursement Agreement constitutes an enforceable obligation under which the Successor Agency is obligated to reimburse the City for the payment of debt service on bonds of the City, or to pay all or a portion of the debt service on the bonds of the City; and WHEREAS, the requirements of Health & Safety Code Section 34177.5(a)(3) will be met in connection with the certain amendments to the Consolidated Reimbursement Agreement that are necessary to accommodate the refunding of the 2000 Bonds and the 2000 Lease Agreement because (1) the amendment to the Consolidated Reimbursement Agreement will be entered into concurrently with the refunding of the bonds and will apply to the 2013 Bonds, (ii) the total interest cost to maturity on the 2013 Bonds plus the principal amount of the 2013 Bonds does not exceed the total remaining interest cost to maturity on the 2000 Bonds plus the remaining principal of the 2000 Bonds, and (iii) the principal amount of the 2013 Bonds does not exceed the amount required to defease the 2000 Bonds, establish customary debt service reserves and pay related costs of issuance; and WHEREAS, the City made diligent efforts to ensure that the lowest long -term cost financing was obtained and that the proposed 2013 Bonds do not provide for any bullets or spikes and do not use variable rates; and WHEREAS, in accordance with the Dissolution Act, the pledge set forth in the amendment to the Consolidated Reimbursement Agreement, because it is made in connection with the issuance of the 2013 Bonds, has the same lien priority as the pledge in the Consolidated Reimbursement Agreement prior to its amendment and is valid, binding, and enforceable against the Successor Agency in accordance with its terms; and AGENDA ITEM 3 OVERSIGHT BOARD RESOLUTION NO.OB 2013 -006 Page 7 WHEREAS, the City will consider the approval of all matters relating to the issuance and sale of the 2013 Bonds and corresponding entry by the parties into the First Amendment to Consolidated Reimbursement Agreement, which such approval of the issuance and sale of the 2013 Bonds will be contingent upon the effectiveness of the First Amendment to Consolidated Amended and Restated Reimbursement Agreement; and WHEREAS, the Oversight Board desires to approve all matters relating to the entry by the Successor Agency into the First Amendment to Consolidated Amended and Restated Reimbursement Agreement as required by Health & Safety Code Sections 34177.5(f) and 34180. NOW, THEREFORE, THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. The Recitals set forth above are true and correct and incorporated herein by reference. SECTION 2. Based on the Recitals set forth above and consistent with the legislative authority contained in AB 1484, specifically Health & Safety Code Section 34177.5(a)(3), permitting the amendment of an existing enforceable obligation under which the Successor Agency is obligated to reimburse the City for the payment of debt service on a bond, the Oversight Board hereby approves and authorizes the Successor Agency to execute the First Amendment to Consolidated Amended and Restated Reimbursement Agreement in substantially the form on file with the City Clerk and presented to the Oversight Board at this meeting. SECTION 3, The Oversight Board authorizes and directs the Successor Agency to execute any and all documents necessary to implement the foregoing and authorizes and directs the Successor Agency to take any and all actions necessary to implement the foregoing, including, without limitation, submission of this Resolution and supporting documentation to the California Department of Finance and to execute such other assignments, agreements, certificates, receipts, endorsements, orders, opinions and other documents in connection therewith, and all actions heretofore taken by the officers, employees and agents of the Successor Agency in connection therewith are hereby ratified, approved and confirmed in every respect. SECTION 4. 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. AGENDA ITEM 3 OVERSIGHT BOARD RESOLUTION NO, OB 2013 -006 Page 8 SECTION 5. This Resolution shall take effect from and after the date of its passage and adoption in accordance with, and subject to, all applicable requirements of the Dissolution Act including, without limitation, failure of the California Department of Finance to object to the entry by the Successor Agency into the First Amendment to Consolidated Amended and Restated Reimbursement Agreement after exercising or failing to exercise, as the case may be, its right to review the actions described herein. PASSED, APPROVED AND ADOPTED at a regular meeting of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, held this 25th day of June, 2013 by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSENT: BOARD MEMBERS: ABSTAIN: BOARD MEMBERS: PHIL WILLIAMS, CHAIRPERSON ATTEST: VIRGINIA J. BLOOM, SECRETARY APPROVED AS TO FORM: PHILLIP GREER, BOARD COUNSEL AGENDA ITEM 3 � J^ FIRST AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED REIMBURSEMENT AGREEMENT by and between SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE mm CITY OF LAKE ELSINORE Dated as of June 1, 2013 Relating to: Lake Elsinore Recreation Authority Lease Revenue Refunding Bonds (Public Facilities Project) Series 2013 ARTICLE I 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 TABLE OF CONTENTS UM AMENDMENTS TO THE REIMBURSEMENT AGREEMENT; MISCELLANEOUS......................................................... ............................... 6 Indenture............................................... ............................... Law....................................................... ............................... LeaseAgreement .................................. ......................9........ Tax Increment Revenues ....................... .....................4......... No Other Amendments to Reimbursement Agreement ....... EffectiveDate ....................................... ............................... ApplicableLaw.....,.,.. .......................................................... Counterparts................ .......................... ............................... -i- ... ...11.11 ....................... 6 ... ............................... 6 ...............1......111.6 ... ............................... 6 ... ............................... 6 ... ............................... 6 ... ..111.4 ........................ 6 ... ............................... 7 FIRST AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED REIMBURSEMENT AGREEMENT THIS FIRST AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED REIMBURSEMENT AGREEMENT (this "Agreement ") is made and entered into as of June 1, 2013, by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore (the "Successor Agency") and the City of Lake Elsinore (the "City"). WITNESSETH: WHEREAS, the Redevelopment Agency of the City of Lake Elsinore (the "Agency ") was a duly constituted redevelopment agency under the laws of the State of California and pursuant to such laws duly proceeded with the redevelopment of its Rancho Laguna Redevelopment Project Area No. I, Rancho Laguna Redevelopment Project Area No. II and Rancho Laguna Redevelopment Project Area No. III (the "Project Areas ") within the City; and WHEREAS, for the purpose of providing moneys to fund loans to the Agency for its Rancho Laguna Redevelopment Project Areas No. I, II and III, the Lake Elsinore Public Financing Authority (the "Financing Authority "), on November 3, 1993, issued its Lake Elsinore Public Financing Authority 1993 Series B Senior and Subordinate Taxable Tax Allocation Revenue Notes (Lake Elsinore Redevelopment Projects) in the aggregate principal amount of $9,250,000 (the "1993 Taxable Notes ") to finance a multi- purpose stadium (the "Project ") located in the Agency's Rancho Laguna Redevelopment Project Area No. III and of benefit to the Project Areas; and WHEREAS, the 1993 Taxable Notes were to mature on October 1, 1994 and the City Council of the City, in Resolution No. 93 -60 adopted on September 30, 1993, found and determined that the Agency would require the assistance of the City in refinancing the 1993 Taxable Notes at maturity and in said Resolution 93 -60 proposed to implement a refinancing plan for the Project pursuant to which the Financing Authority would issue its bonds to provide funds to acquire the Project from the Agency and the Financing Authority would then lease the Project to the City; and WHEREAS, to effectuate the foregoing, the Authority issued its Lake Elsinore Public Financing Authority 1994 Revenue Bonds (Lake Elsinore Redevelopment Projects), Series A in the aggregate principal amount of $10,000,000 (the "1994 Bonds "), pursuant to and secured by an Indenture, dated as of September 1, 1994, by and between the Financing Authority and Union Bank of California, N.A., as trustee (the "1994 Bonds Trustee "), and entered into a Lease Agreement, dated as of September 1, 1994 (the "1994 Lease Agreement ") with the City; and WHEREAS, the 1994 Bonds were issued pursuant to Article 11 of Chapter 3 of Part 1 of Division 2 of the California Government Code (commencing with Section 53580) and Chapter 1 I of Division 6 of Title 1 (commencing with Section 5900) of the Government Code of the State of California to refund the 1993 Taxable Notes; and WHEREAS, the Redevelopment Plans, as amended, for the Project Areas provide for tax increment financing in accordance with the provisions of Chapter 6, Part 1 or Division 24 of the Health and Safety Code of the State of California (the "Redevelopment Law ") and Section 16 of Article XVI of the Constitution of the State of California; and WHEREAS, pursuant to Section 33679 and Section 33445 of the Redevelopment Law, the City and the Agency duly held a noticed public hearing on the commitment of the Agency to use a portion of the Tax Increment Revenues (as defined herein) to finance the Project and, after such public hearing, such use of Tax Increment Revenues was approved by Resolutions of the City and the Agency; and WHEREAS, concurrently with the issuance of the 1994 Bonds and entry into the 1994 Lease Agreement, the Agency entered into certain Reimbursement Agreements, each dated as of September 1, 1994 (the "Original Reimbursement Agreements "), with the City whereby the Agency pledged the use of Tax Increment Revenues from the respective Project Areas to reimburse the City for the cost of the Project, namely, the City's lease payments to the Financing Authority for the Project under the 1994 Lease Agreement; and WHEREAS, the City desired to prepay all of its obligations under the 1994 Lease Agreement; and WHEREAS, for the purpose of assisting the City to prepay all of its obligations under the 1994 Lease Agreement, the Lake Elsinore Recreation Authority (the "Recreation Authority") issued its Revenue Bonds, 1997 Series A (Public Facilities Project) in the aggregate amount of $14,6$0,000 (the "1997 Bonds "), ") which refinanced the 1994 Bonds and prepaid the City's obligations under the 1994 Lease Agreement; and WHEREAS, pursuant to the Original Reimbursement Agreements, as a result of the prepayment by the City of its obligations under the 1994 Lease Agreement and the refunding of the 1994 Bonds, the repayment obligations of the Agency under the Original Reimbursement Agreements in the amount of the prepayment under the 1994 Lease Agreement became due and payable on the date of such prepayment under the 1994 Lease Agreement; and WHEREAS, the Agency did not have sufficient Surplus Revenues to pay the outstanding amount due under the Original Reimbursement Agreements; and WHEREAS, the Agency and the City intended at the time of prepayment by the City of the City's obligations under the 1994 Lease Agreement that the Agency's obligations under the Original Reimbursement Agreements were to continue by way of obligating the Agency to reimburse, from Surplus Revenues, the City for the City's lease payments under the Lease Agreement, dated December 1, 1996 (the "1996 Lease Agreement ") between the City and the Recreation Authority for the lease of certain recreational property and improvements commonly known as "Lake Elsinore ", the payment of which secured the 1997 Bonds; and WHEREAS, concurrent with the issuance of the 1997 Bonds, the Agency and the City amended and restated the Original Reimbursement Agreements (the "Amended and Restated Reimbursement Agreements ") in their entirety in order to clarify and document the Agency's pledge of tax increment revenues to reimburse the City for the lease payments made by the City under the 1996 Lease Agreement; and WHEREAS, for the purpose of assisting the City to prepay all of its obligations under the 1996 Lease Agreement, the Recreation Authority issued its Variable Rate Revenue Refunding Bonds, 2000 Series A (Public Facilities Project) (the "2000 Bonds ") in the aggregate amount of $15,660,000, the proceeds of which were used to finance the lease payment (the "2000 Lease Payment") by the Recreation Authority to the City for the lease of "Lake Elsinore'; and WHEREAS, the City used the proceeds of the 2000 Lease Payment to prepay all of its obligations under the 1996 Lease Agreement; and WHEREAS, the Agency and the City intended at the time of prepayment by the City of the City's obligations under the 1996 Lease Agreement that the Agency's obligations under the Amended and Restated Reimbursement Agreements were to continue by way of obligating the Agency to reimburse, from Surplus Revenues, the City for the City's lease payments under the Lease Agreement, dated as of July 1, 2000 (the "2000 Lease Agreement"), by and between the City and the Recreation Authority, the payment of which secures the 2000 Bonds; and WHEREAS, the Agency and the City desired to consolidate, amend and restate the Amended and Restated Reimbursement Agreements in their entirety in order to clarify and consolidate into a single document the Agency's ongoing obligation to reimburse the City for the lease payments made by the City under the 2000 Lease Agreement securing debt service on the 2000 Bonds and entered into that certain Consolidated Amended and Restated Reimbursement Agreement, dated as of March 1, 2011 (the "Consolidated Reimbursement Agreement"), an executed copy of which is attached hereto as Exhibit A and incorporated herein by reference; and WHEREAS, under the Consolidated Reimbursement Agreement, the Agency is obligated to reimburse the City the lease payments made by the City under the 2000 Lease Agreement from tax increment pledged therefor; and WHEREAS, such lease payments secure the payment of debt service on the 2000 Bonds; and WHEREAS, on June 29, 2011, Assembly Bill No. 26 ( "AB XI 26 ") was enacted as Chapter 5, Statutes of 2011, together with a companion bill, Assembly Bill No. 27 ( "AB X 27 "). A lawsuit was brought in the California Supreme Court, California Redevelopment Association, et al. v. Matosantos, et al., 53 Cal. 0 231 (Cal. Dec. 29, 2011), challenging the constitutionality of AB XI 26 and AB XI 27. The California Supreme Court largely upheld AB XI 26, invalidated AB XI 27, and held that AB XI 26 may be severed from AB X1 27 and enforced independently. As a result of AB XI 26 and the decision of the California Supreme Court in the California Redevelopment Association case, as of February 1, 2012, all redevelopment agencies in the State were dissolved, including the Agency, and successor agencies were designated as successor -in- interest entities to the former redevelopment agencies to expeditiously wind down the affairs of the former redevelopment agencies; and 3 WHEREAS, the primary provisions enacted by AB XI 26 relating to the dissolution and wind down of former redevelopment agency affairs are Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the Health and Safety Code of the State, as amended on June 27, 2012 by Assembly Bill No. 1484, enacted as Chapter 26, Statutes of 2012 (as amended from time to time, the "Dissolution Act "); and WHEREAS, on January 10, 2012, pursuant to Resolution No. 2012 -001 and Sections 341710) and 34173 of the Dissolution Act, the City Council of the City elected to serve as successor agency to the Agency and, on February 14, 2012, the City Council held its first meeting as the governing body of the Successor Agency. Subdivision (g) of Section 34173 of the Dissolution Act, added by AB 1484, expressly affirms that the Successor Agency is a separate public entity from the City, that the two entities shall not merge, and that the liabilities of the Agency will not be transferred to the City nor will the assets of the Agency become assets of the City; and WHEREAS, as a result of the foregoing, the Successor Agency succeeded to the rights and obligations of the Agency, including, without limitation, all rights and obligations of the Agency under the Consolidated Reimbursement Agreement; and WHEREAS, the Consolidated Reimbursement Agreement constitutes an "enforceable obligation" under the Dissolution Act and has been listed on the Successor Agency's Recognized Obligation Payment Schedules C"ROPS ") approved by the Oversight Board and the Department of Finance in accordance with the Dissolution Act; and WHEREAS, payments of principal and interest (but not any premium) on the 2000 Bonds are supported by an irrevocable direct -pay letter of credit (the "Letter of Credit ") issued by Union Bank of California, N.A. (the "Credit Entity ") in an amount equal to the principal amount of the 2000 Bonds outstanding plus 56 days of interest calculated based on an assumed rate of 12 %; and WHEREAS, the Credit Entity has notified the Recreation Authority of its intent not to renew the Letter of Credit upon its expiration on August 8, 2013; and WHEREAS, such expiration will result in the conversion of the 2000 Bonds to "bank bonds" bearing variable interest at a rate currently estimated at 6.5 %; and WHEREAS, the interest rate change may significantly increase debt service payments on the 2000 Bonds from approximately $704,000 annually to as much as $1,420,000 annually, depending on the interest rate environment; and WHEREAS, Successor Agency desires that the City refund the 2000 Bonds and amend the Consolidated Reimbursement Agreement so that the payments under the Consolidated Reimbursement Agreement are payable at a fixed rate of interest; and WHEREAS, in recognition of the pending conversion of the 2000 Bonds to bank bonds and anticipated refunding, the Successor Agency incorporated into its ROPS 13 -14A for the period July 1, 2013 - December 31, 2013 its best estimate of its payment obligations under in the Consolidated Reimbursement Agreement based on a projected refunding of the 2000 Bonds at a fixed rate; and WHEREAS, without the refunding of the 2000 Bonds and a corresponding amendment to the Consolidated Reimbursement Agreement, the Successor Agency will be obligated to make payments under the existing Consolidated Reimbursement Agreement at the amounts resulting from the potentially higher, variable bank bond rate; and WHEREAS, as a result of the foregoing, the City and the Recreation Authority have approved or will approve the refunding of the 2000 Bonds and the 2000 Lease Agreement whereby the Recreation Authority will issue its Lease Revenue Refunding Bonds (Public Facilities Project) Series 2013 (the "2013 Bonds "), which 2013 Bonds will be secured by lease payments payable by the City under a Lease Agreement (the "2013 Lease Agreement ") by and between the City and the Recreation Authority; and WHEREAS, the 2013 Lease Agreement will require lease payments of approximately $1,200,000 annually based upon a fixed interest rate which will be less than the estimated $1,420,000 based upon the bank bond rate that would be triggered by the expiration of the Letter of Credit and subject to interest rate fluctuations; and WHEREAS, Section 9 of the Consolidated Reimbursement Agreement contemplates the refunding, refinancing or otherwise restructuring of the obligations of the City under the 2000 Lease Agreement; and WHEREAS, the City's and the Recreation Authority's approval of the issuance of the 2013 Bonds and entry into the 2013 Lease Agreement is contingent upon the effectiveness of an amendment to the Consolidated Reimbursement Agreement incorporating the 2013 Bonds and reimbursement of the 2013 Lease Payments; and WHEREAS, the Dissolution Act governs the Successor Agency's actions with respect to the amendment of the Consolidated Reimbursement Agreement; and WHEREAS, Health & Safety Code Section 34177.5(a)(3) permits the amendment of an existing enforceable obligation under which the successor agency is obligated to reimburse the City for the payment of debt service on a bond or other obligation of the City, or to pay all or a portion of the debt service on the bond or other obligation of the City to provide savings to the successor agency, provided that (A) the enforceable obligation is amended in connection with a refunding of the bonds or other obligations of the City so that the enforceable obligation will apply to the refunding bonds or other refunding indebtedness of the City, (B) the total interest cost to maturity on the refunding bonds or other indebtedness plus the principal amount of the refunding bonds or other indebtedness shall not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be refunded, and (C) the principal amount of the refunding bonds or other indebtedness shall not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves and to pay related costs of issuance; and WHEREAS, the Consolidated Reimbursement Agreement constitutes an existing enforceable obligation under which the Successor Agency is obligated to reimburse the City for the payment of debt service on bonds of the City, or to pay all or a portion of the debt service on the bonds of the City; and WHEREAS, the requirements of Health & Safety Code Section 34177.5(a)(3) will be met in connection with the certain amendments to the Consolidated Reimbursement Agreement that are necessary to accommodate the refunding of the 2000 Bonds and the 2000 Lease Agreement because (i) the amendment to the Consolidated Reimbursement Agreement is being entered into concurrently with the refunding of the bonds and will apply to the 2013 Bonds, (ii) the total interest cost to maturity on the 2013 Bonds plus the principal amount of the 2013 Bonds does not exceed the total remaining interest cost to maturity on the 2000 Bonds plus the remaining principal of the 2000 Bonds, and (iii) the principal amount of the 2013 Bonds does not exceed the amount required to defease the 2000 Bonds, establish customary debt service reserves and pay related costs of issuance; and WHEREAS, in accordance with the Dissolution Act, the City made diligent efforts to ensure that the lowest long -term cost financing was obtained and does not provide for any bullets or spikes and does not use variable rates. Further, the City made use of an independent financial advisor in developing financing proposals and will make the work products of the financial advisor available upon request; and WHEREAS, in accordance with the Dissolution Act, the pledge set forth in the amendment of the Consolidated Reimbursement Agreement, because it is made in connection with the execution and issuance of the 2013 Bonds, has the same lien priority as the pledge in the Consolidated Reimbursement Agreement prior to its amendment and is valid, binding, and enforceable against the Successor Agency in accordance with its terms. NOW, THEREFORE, the Successor Agency and the City agree as follows: ARTICLE I AMENDMENTS TO THE REIMBURSEMENT AGREEMENT; MISCELLANEOUS 1.1 Indenture. All references in the Reimbursement Agreement to Indenture shall mean that certain Indenture relating to the 2013 Bonds (as defined in the WHEREAS clauses herein) or any bonds issued in the future to refund the 2013 Bonds. L2 Law. All references in the Reimbursement Agreement to Law shall mean the Dissolution Act (as defined in the WHEREAS clauses herein). 13 Lease Agreement. All references in the Reimbursement Agreement to Lease Agreement shall mean the 2013 Lease Agreement (as defined in the WHEREAS clauses herein) or any lease agreement relating to bonds issued to refund the 2013 Bonds. 1A Tax Increment Revenues. All references in the Reimbursement Agreement to Tax Increment Revenues shall mean the moneys deposited from time to time in the Redevelopment Property Tax Trust Fund (as defined in the Dissolution Act). ro L5 No Other Amendments to Reimbursement Agreement. Except as set forth in this Agreement, the Reimbursement Agreement shall remain in full force and effect. 1.6 Effective bate. The amendments to the Reimbursement Agreement set forth in this Agreement shall become effective upon the issuance of the 2013 Bonds. 1.7 Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California. 118 Counterparts, This Agreement may be executed in counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the Successor Agency and the City have caused this Agreement to be executed in their respective names, all as of June 1, 2013. SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE By: ROBERT E. MAGEE, CHAIRPERSON ATTEST: VIRGINIA J. BLOOM, SECRETARY APPROVED AS TO FORM: BARBARA ZElD LEIBOLD, AGENCY COUNSEL [Signatures continued on next page] ATTEST: By: [Signatures continued from previous page] CITY OF LAKE ELSINORE By: VIRGINIA J. BLOOM, CITY CLERK APPROVED AS TO FORM: By: ROBERT E. MAGEE, MAYOR BARBARA ZEID LEIBOLD, CITY A'I"I'ORNEY Exhibit A Consolidated Amended and Restated Reimbursement Agreement [Attached] �E.00 CONSOLIDATED AMENDED AND RESTATED REIMBURSEMENT AGREEMENT by and between REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE =' CITY OF LAKE ELSINORE Dated as of March 1, 2011 (Consolidating, Amending and Restating Reimbursement Agreements Originally Dated as of September 1, 1994, Between the Parties Hereto, and as Amended and Restated as of July 1, 2000) CONSOLIDATED AMENDED AND RESTATED REIMBURSEMENT AGREEMENT T141S CONSOLIDATED AMENDED AND RESTATED REIMBURSEMENT AGREEMENT, dated as of March 1, 2011 (die "Agreement"), by and between the Redevelopment Agency of the City of Lake Elsinore (the "Agency ") and die City of Lake Elsinore (the "City "), consolidates, amends and restates in their entirety those certain Reimbursement Agreements originally dated as of September 1, 1994 between the Agency and the City, and as amended and restated under the Amended and Restated Reimbursement Agreements dated as of July 1, 2000. W/TNESSETH: WHEREAS, the Agency is a duly constituted redevelopment agency under the laws of the State of California and pursuant to such laws has duly proceeded with the redevelopment of its Rancho Laguna Redevelopment Project Area No. 1, Rancho Laguna Redevelopment Project Area No. II and Rancho Laguna Redevelopment Project Area No. Ill (the "Project Areas ") within the City; and WHEREAS, for the purpose of providing moneys to find loans to the Agency for its Rancho Laguna. Redevelopment Project Areas No, 1, 11 and III, the Lake Elsinore Public Financing Authority (the "Financing Authority "), on November 3, 1993, issued its Lake Elsinore Public Financing Authority 1993 Series B Senior and Subordinate Taxable Tax Allocation Revenue Notes (Lake Elsinore Redevelopment Projects) in the aggregate principal amount of $9,250,000 (the "1993 Taxable Notes' to finance a multi- purpose stadium (the "Project") located in the Agency's Rancho Laguna Redevelopment Project Area No. III and of benefit to the Project Areas; and WHEREAS, in connection with such financing the Financing Authority also issued its Lake Elsinore Public Financing Authority 1993 Series A Senior and Subordinate Tax Allocation Revenue Notes (Lake Elsinore Redevelopment Projects) in the aggregate principal amount of $11,239,275 (the "1993 Tax - Exempt Notes "); and WHEREAS, the 1993 Taxable Notes were to mature on October 1, 1994 and the City Council of the City, in Resolution No. 93-60 adopted on September 30, 1993, found and determined that the Agency would require the assistance of the City in refinancing the 1993 Taxable Notes at maturity and in said Resolution 93 -60 proposed to implement a refinancing plan for the Project pursuant to which the Financing Authority would issue its bonds to provide funds to acquire the Project from the Agency and the Financing Authority would then lease the Project to the City; and WHEREAS, to effectuate the foregoing, the Authority issued its Lake Elsinore Public Financing Authority 1994 Revenue Bonds (Lake Elsinore Redevelopment Projects), Series A in the aggregate principal amount of $10,000,000 (the "1994 Bonds "), pursuant to and secured by an Indeahture, dated as of September 1, 1994, by and between the Financing Authority and Union Bank of California, N.A., as trustee (the "1994 Bonds Trustee "), and entered into a Lease Agreement, dated as of September 1, 1994 (the "1994 Lease Agreement") with the City; and WHEREAS, the 1994 Bonds were issued pursuant to Article I I of Chapter 3 of Part I of Division 2 of the California Government Code ( oommencing with Section 53580) and Chapter I1 of Division 6 of Title I (commencing with Section 5900) of the Government Code of the State of California to refund the 1993 Taxable Notes; and WHEREAS, the Redevelopment Plans, as amended, for the Project Areas provides for tax increment financing in accordance with the provisions of Chapter 6, Pact I or Division 24 of the Health and Safety Code of the State of California (the "Redevelopment Law ") and Section 16 of Article XVI of the Constitution of the State of California; WHEREAS, pursuant to Section 33679 and Section 33445 of the Redevelopment Law, the City and the Agency duly held a noticed public hearing on the commitment of the Agency to use a portion of the Tax Increment Revenues (as defined herein) to finance the Project and, after such public hearing, such use of Tax Increment Revenues was approved by Resolution of the City; WHEREAS, the Agency entered into certain Reimbursement Agreements, each dated as of September 1, 1994 (tire "Original Reimbursement Agreements'), with the City whereby the Agency would provide for the use of Tax Increment Revenues from the respective Project Areas to reimburse the City for the cost of the Project, namely, the City's lease payments to the Financing Authority for the Project under the 1994 Lease Agreement; and WHEREAS, the City desired to prepay all of its obligations under the 1994 Lease Agreement; and WHEREAS, for the purpose of assisting the City to prepay all of its obligations under the 1994 Lease Agreement, the Lake Elsinore Recreation Authority (the "Recreation Authority ") issued its Revenue Bonds, 1997 Series A (Public Facilities Project) (the "1997 Bonds ") in the aggregate amount of $14,680,000, the proceeds of which were used to finance the lease payment (the "1997 Lease Payment ") by the Recreation Authority to the City for the lease of certain recreational property and improvements thereon commonly known as "Lake Elsinore'; and WHEREAS, the City used the proceeds of the 1997 Lease Payment to prepay all of its obligations under the 1994 Lease Agreement; and WHEREAS, pursuant to the Original Reimbursement Agreements, as a result of the prepayment by the City of its obligations under the 1994 Lease Agreement and the refunding of the 1994 Bonds, the repayment obligations of the Agency under the Original Reimbursement Agreements in the amount of the prepayment under the 1994 Lease Agreement became due and payable on the date of such prepayment under the 1994 Lease Agreement; and WHEREAS, the Agency did not have sufficient Surplus Revenues to pay the outstanding amount due under the Original Reimbursement Agreements; and WHEREAS, the Agency and the City intended at the time of prepayment by the City of the City's obligations under the 1994 Lease Agreement that the Agency's obligations under the Original Reimbursement Agreements were to continue by way of obligating the Agency to reimburse, front Surplus Revenues, the City for- the City's lease payments under the Lease Agreement, dated as of December 1, 1996 (the "1996 Lease Agreement "), by and between the City and the Recreation Authority, the payment of which secures the 1997 Bonds; and WHEREAS, the Agency and the City amended and restated the Original Reimbursement Agreements (the "Amended and Restated Reimbursement Agreements ") in their entirety in order to clarify and document the intent and agreement of the parties hereto for the reimbursement to the City for the lease payments made by the City under the 1996 Uase Agreement; and WHEREAS, for the purpose of assisting the City to prepay all of its obligations under the 1996 Lease Agreement, the Recreation Authority issued its Variable Rate Revenue Refunding Bonds, 2000 Series A (Public Facilities Project) (the "2000 Bonds') in the aggregate amount of $151660,0002 the proceeds of which were used to finance the lease payment (the "2000 Lease Payment") by the Recreation Authority to the City for the lease of certain recreational property and improvements thereon commonly known as "Lake Elsinore",- and WHEREAS, the City used the proceeds of the 2000 Lease Payment to prepay all of its obligations under the 1996 Lease Agreement; and WHEREAS, the Agency and the City intended at the time of prepayment by the City of the City's obligations under the 1996 Lease Agreement that the Agency's obligations under the Amended and Restated Reimbursement Agreements were to continue by way of obligating the Agency to reimburse, from Surplus Revenues, the City for the City's ]case payments under the Lease Agreement, dated as of July 1, 2000 (the "2000 Lease Agreement'), by and between the City and the Recreation Authority, lire payment of which secures the 2000 Bonds; and WHEREAS, the Agency and the City desire to consolidate, amend and restate the Amended and Restated Reimbursement Agreements in their entirety in ordei to clarify and document the intent and agreement of the parties hereto for the reimbursement to the City for the lease payments made by the City under the 2000 Lease Agreement; and WHEREAS, the Project is a redevelopment activity which benefits the Project Areas; NOW, THEREFORE, in consideration of the mutual covenants herein contained it is agreed by and between the parties hereto as follows: Section 1. Definitions. Unless the context otherwise requires, the terms defined in this Section I shall, for all purposes of this Agreement and of any amendment hereto, and of any certificate, opinion, estimate or other document herein mentioned, have the meanings herein specified. Capitalized terms, not defined herein, shall have the meanings given to them in the Indenture. Additional Tax Allocation Obligations "Additional Tax Allocation Obligations" means all tax allocation bonds, notes or other obligations issued by the Agency after the date of this Agreement which are payable from Tax Increment Revenues. Agency "Agency" means the Redevelopment Agency of the City of Lake Elsinore, a redevelopment agency and public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California. "City" means the City of Lake Elsinore, California, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of California. Fiscal Year "Fiscal Year" means each twelve -month period beginning on July 1 of any year and ending on June 30 of the succeeding year, or any other twelve -month period hereafter adopted by the City as its official fiscal year period. Indenture "Indenture" means the Indenture, dated as of July 1, 2000, by and between the Authority and the Trustee, relating to the 2000 Bonds as it may be amended from time to time. Law "Law' means the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health and Safely Code of the State of California and The acts amendatory thereof and in supplement thereto. Whenever reference is made in this Agreement to the Law, reference is made to the Law as in force on the date of the execution of this Agreement, unless the context otherwise requires. Lease Agreement "Lease Agreement" means that certain lease entitled "Lease Agreement" by and between the Recreation Authority as lessor and the City as lessee dated as of July 1, 2000. Lease Payment Dates "Lease Payment Dates" means the lease payment dales set forth in the Lease Agreement. Lease Patents "Lease Payments" means all amounts paid by the City as lease payments pursuant to Section 4.04 of the Lease Agreement Outstanding "Outstanding" means all tax allocation bonds or other obligations issued or incurred by the Agency which are payable from Tax Increment Revenues and which have not been paid or deemed to have been paid within the meaning of the resolution, indenture or other instrument pursuant to which such tax allocation bonds or obligations are issued. Outstandinu Tax Allocation Obligations "Outstanding Tax Allocation Obligations" means all tax allocation bonds or other obligations issued or incurred by the Agency and Outstanding as of the date of this Agreement and which are payable, in whole or in part, from Tax Increment Revenues. Accordingly, as of the date hereof, "Outstanding Tax Allocation Obligations" include loan agreements with respect to: $15,435,000 Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds (1999 Series C Refunding), 2010 Series A. $10,855,000 Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds (1995 Series A Refunding), 201D Series B; and $29,435,000 Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds (1999 Series A Refunding), 2010 Series C. Proiect "Project" means the multi- purpose stadium leased to the City by the Recreation Authority pursuant to the Lease Agreement, and located on the Site. Pcaject Areas "Project Area" means the Rancho Laguna Redevelopment Project Area No. I, Rancho Laguna Redevelopment Project Area No. It and Rancho Laguna Redevelopment Project Area No. III of the Agency. Site "Site" means certain parcels of real property situated in the City more particularly described in Exhibit A attached to the Lease Agreement. Surplus Revenues "Surplus Revenues" means the aggregate amount of estimated Tax Increment Revenues which are pledged to the payment of Outstanding Tax Allocation Obligations and which will be deemed to be. "surplus" or otherwise available in the then current Fiscal Year within the meaning of the resolution, indenture or other instrument pursuant to which the Outstanding Tax Allocation Obligations were issued or incurred. Tax Increment Revenues ..Tax Increment Revenues" means all taxes allocated to, and paid into a special fund of the Agency pursuant to Article 6 of Chapter 6 of the Law and Section 16 of Article XVI of the Constitution of the State of California, and as provided in the redevelopment plans for the Project Areas, including all payments and reimbursements, if any, to the Agency specifically attributable to ad valorem taxes Iost by reason of tax exemptions and tax rate limitations, but excluding any amounts required to be used to improve the community's supply of low or moderate income housing pursuant to Section 33334.2 of the Law, amounts requited to be paid to other taxing agencies under contracts entered into by the Agency pursuant to Section 33401 of the Law (provided that the Agency shall use any Tax Increment Revenues otherwise available under any such contract to meet its obligations pursuant to this Agreement) and any statutory pass - through payments. Trustee "Trustee" means the financial institution or institutions, its successors and assigns, acting as trustee under the Indenture, or any other entity then performing the function of Trustee under the Indenture. Section 2. Reimbursement. The Agency and the City agree that, to the extent necessary, Surplus Revenues shall be used and applied to repay the City for Lease Payments and Additional Payments made or required to be made by the City to the Recreation Authority under the Lease Agreement. Each such repayment shall be due and payable by the Agency to the City on the date that the applicable Lease Payment or Additional Payment is due and payable by the City pursuant to the Lease Agreement. In the event Surplus Revenues are insufficient to reimburse the City for Lease Payments and Additional Payments made by the City under the Lease Agreement, such unpaid reimbursement amount and interest thereon, which shall accrue at The rate reflected by the interest: component of the Lease Payments, shall continue to be payable, and shall be paid as soon as Surplus Revenues are available therefor. The Agency may apply other legally available moneys to make repayments hereunder. Section 3. Direct Obligation. Notwithstanding anything herein or in the Lease Agreement to the contrary, in the event that Lease Payments or Additional Payments payable by the City pursuant to the Lease Agreement are not paid, or payable, when due, for any reason pursuant to the terms of the Lease Agreement, including abatement, then the Agency shall have a direct obligation to pay and shall pay such Lease Payments and Additional Payments from Surplus Revenues or other available funds, and any such Lease Payment or Additional Payment to the Lessor under the Lease Agreement shall not be repaid by the City or be subject to any right of set -off by the Agency. Any such payment shall be due and payable and paid by the Agency to the Trustee on the date that the applicable Lease Payment is otherwise due and payable by the City pursuant to the Lease Agreement. Section 4. Payment Mechanism. In order to effectuate the payments required pursuant to Sections 2 and 3 above, Surplus Revenues shall be paid to the Trustee for deposit into the Bond Fund held under the Indenture until such time as the amount therein equals the principal of and interest, and premium, if any, corning due on the Bonds (including by way of mandatory sinking fund redemption) on die next succeeding Interest Payment Date and amounts necessary to restore the amount in the Reserve Account to the Reserve Requirement. On the Lease Payment Date preceding each Interest Payment Date, such deposited amounts shall be paid to the City to the extent that, and in the amount of, Lease Payments made by the City on such Lease 6 Payment Date, and the remainder shall be applied by the Trustee to make debt service payments on the Bonds, as required by Section 5.02 of the Indenture. Section 5. Subordinate to Outstanding `fax Allocation Bonds and Additional Tax Allocation Bonds. The obligations of the Agency pursuant to this Agreement shall be subordinate to the pledge by the Agency of Tax Increment Revenues to the payment of Outstanding Tax Allocation Obligations, including any refunding or refinancing of such Outstanding Tax Allocation Obligations, and any Additional Tax Allocation Bonds. Section 6. Default by the Agency. If the Agency shall fail to repay the City or shall fail to pay any other payment required to be paid hereunder at the time specified herein, and such failure shall continue for a period of ten (10) days, then the City or, if applicable, any assignee, shall be entitled to exercise any and all remedies available pursuant to law. Section 7. Public Hearing. The City and the Agency hereby determine that there has been full compliance with the public hearing requirements of Section 33679 of the Law with respect to the application of Tax Increment Revenues to finance and refinance the Project. Section 8. Remedies Not Exglusive. No remedy herein conferred upon the City shall be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or hereafter conferred on the City. Section 9. Term of Agreement. The Term of this Agreement shall commence as of September 1, 1994, and shall end on February 1, 2032, unless such term is extended or earlier terminated as hereinafter provided. If on February 1, 2032 the Indenture shall not be discharged by its terms, then the Term of this Agreement shall be extended until the Indenture shall be discharged by its terms. If prior to February 1, 2032, the Indenture shall be discharged by its terms, the Term of this Agreement shall be extended in accordance with the terms of any new lease agreement catered into to refund, refinance or otherwise restructure the obligations of the City under the Lease Agreement, and if no such obligations are outstanding, shall thereupon end. IN WITNESS WHEREOF, the parties hereto have executed this Consolidated Amended and Restated Reimbursement Agreement as of the day and year first above written. CITY OF LAKE ELSINORE t` Amy Bfitifia la7ayor APPROVED AS TO FORM: 'b d14� Elarbara Luibo d, City Attorney REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE Melissa Melendez, Chairwoman WIN APPROVED AS TO OR 1 4 �� B m Leibold, Agency General Counsel FIRST AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED REIMBURSEMENT AGREEMENT by and between SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE EL,SINORE and CI'T'Y OF LAKE ELSINORE Dated as of June 1, 2013 Relating to: Lake Elsinore Recreation Authority Lease Revenue Refunding Bonds (Public Facilities Project) Series 2013 ARTICLE I 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 TABLE OF CONTENTS AMENDMENTS TO THE REIMBURSEMiFN,r AGREEMENT; MISCELLANEOUS............ ........ ........ .... ........ I ... ........ ............ ....... Indenture.......................................................... ............................... Law.................................................................. ............................... Lease Agreement ............................................... ............................... 'fax Increment. Revenues .................................... ............................... No Other Amendments to Reimbursement AgeemeriL ................... EffectiveDate .................................................... ..............4................ ApplicableLaw .................................................. ............................... Counterparts....................................................... ....4.......................... _q_ Page 6 6 6 6 6 6 . . I . . . . . . . . . . . . . . I . . 6 .................... 6 .................... 7 FIRST AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED REIMBURSEMENT AGREEMENT THIS FIRST AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED REIMBURSEMENT AGREEMENT (this "Agreement ") is made and entered into as of June 1, 2013, by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore (the "Successor Agency ") and the City of Lake Elsinore (the "City "). W1TNESSETI3: WHEREAS, the Redevelopment Agency of the City of Lake Elsinore (the "Agency ") was a duly constituted redevelopment agency under the laws of the State of California and pursuant to such laws duly proceeded with the redevelopment of its Rancho Laguna Redevelopment Project Area No. I, Rancho Laguna Redevelopment Project Area No. II and Rancho Laguna Redevelopment Project Area No. III (the "Project Areas ") within the City; and WHEREAS, for the purpose of providing moneys to fund loans to the Agency for its Rancho Laguna Redevelopment Project Areas No. 1, R and IIL the Lake Elsinore Public Financing Authority (the "Financing Authority "), on November. 3, 1993, issued its Lake Elsinore Public Financing Authority 1993 Series B Senior and Subordinate 'Taxable Tax Allocation Revenue Notes (Lake Elsinore Redevelopment Projects) in the aggregate principal amount of $9,250,000 (the "1993 Taxable Notes ") to finance a multi - purpose stadium (the "Project ") located in the Agency's Rancho Laguna Redevelopment Project Area No. III and of benefit to the Project Areas; and WHEREAS, the 1993 Taxable Notes were to mature on October 1, 1994 and the City Council of the City, in Resolution No. 93 -60 adopted on September 30, 1993, found and determined that the Agency would require the assistance of the City in refinancing the 1993 Taxable Notes at maturity and in said Resolution 93 -60 proposed to implement a refinancing plan for the Project pursuant to which the Financing Authority would issue its bonds to provide funds to acquire the Project from the Agency and the Financing Authority would then lease the Project to the City; and WHEREAS, to effectuate the foregoing, the Authority issued its Lake Elsinore Public Financing Authority 1994 Revenue Bonds (Lake Elsinore Redevelopment Projects), Series A in the aggregate principal amount of $10,000,000 (the "1994 Bonds "), pursuant to and secured by an Indenture, dated as of September 1, 1994, by and between the Financing Authority and Union Bank of California, N.A., as trustee (the "1994 Bonds Trustee "), and entered into a Lease Agreement, dated as of September 1, 1994 (the "1994 Lease Agreement. ") with the City; and WHEREAS, the 1994 Bonds were issued pursuant to Article I1 of Chapter 3 of Part I of Division 2 of the California Government Code (commencing with Section 53580) and Chapter 11 of Division 6 of Title I (commencing with Section 5900) of the Government Code of the State of California to refund the 1993 '1'axable Notes; and WHEREAS, the Redevelopment Plans, as amended, for the Project Areas provide for tax increment financing in accordance with the provisions of Chapter 6, Pail 1 or Division 24 of the Health and Safety Code of the State of California (the "Redevelopment Law") and Section 16 of Article XV I of the Constitution of the State of California; and WHEREAS, pursuant to Section 33679 and Section 33445 of the Redevelopment Law, the City and the Agency duly held a noticed public hearing on the commitment of the Agency to use a portion of the Tax Increment Revenues (as defined herein) to finance the Project and, after such public hearing, such use of Tax Increment Revenues was approved by Resolutions of the City and the Agency; and WHEREAS, concurrently with the issuance of the 1994 Bonds and entry into the 1994 Lease Agreement, the Agency entered into certain Reimbursement Agreements, each dated as of September 1, 1994 (the "Original Reimbursement Agreements "), with the City whereby the Agency pledged the use of Tax Increment Revenues from the respective Project Areas to reimburse the City for the cost of the Project, namely, the City's lease payments to the Financing Authority for the Project under the 1994 Lease Agreement; and WHEREAS, the City desired to prepay all of its obligations under the 1994 Lease Agreement; and WHEREAS, for the purpose of assisting the City to prepay all of its obligations under the 1994 Lease Agreement, the Lake Elsinore Recreation Authority (the "Recreation Authority ") issued its Revenue Bonds, 1997 Series A (Public Facilities Project) in the aggregate amount of $14,680,000 (the "1997 Bonds "), ") which refinanced the 1994 Bonds and prepaid the City's obligations under the 1994 Lease Agreement; and WHEREAS, pursuant to the Original Reimbursement Agreements, as a result of the prepayment by the City of its obligations under the 1994 Lease Agreement and the refunding of the 1994 Bonds, the repayment obligations of the Agency under the Original Reimbursement Agreements in the amount of the prepayment under the 1994 Lease Agreement became due and payable on the date of such prepayment under the 1994 Lease Agreement; and WHEREAS, the Agency did not have sufficient Surplus Revenues to pay the outstanding amount due under the Original Reimbursement Agreements; and WHEREAS, the Agency and the City intended at the time of prepayment by the City of the City's obligations under the 1994 Lease Agreement that the Agency's obligations under the Original Reimbursement Agreements were to continue by way of obligating the Agency to reimburse, from Surplus Revenues, the City for the City's lease payments under the Lease Agreement, dated December 1, 1996 (the "1996 Lease Agreement ") between the City and the Recreation Authority for the lease of certain recreational property and improvements commonly knonvn as "Lake Elsinore ", the payment of which secured the 1997 Bonds; and WHEREAS, concurrent with the issuance of the 1997 Bonds, the Agency and the City amended and restated the Original Rcimbusement Agreements (the "Amended and Restated Reimbursement Agreements ") in their entirety in order to clarify and document the Agency's pledge of tax increment revenues to reimburse the City for the lease payments made by the City under the 1996 Lease Agreement; and WHEREAS, for the purpose of assisting the City to prepay all of its obligations wider the 1996 Lease Agreement, the Recreation Authority issued its Variable Rate Revenue Refunding Bonds, 2000 Series A (Public Facilities Project) (the "2000 Bonds ") in the aggregate amount of $15,660,000, the proceeds of which were used to finance the lease payment (the "2000 Lease Payment ") by the Recreation Authority to the City for the lease of "Lake Elsinore'; and WHEREAS, the City used the proceeds of the 2000 Lease Payment to prepay all of its obligations under the 1996 Lease Agreement; and WHEREAS, the Agency and the City intended at the time of prepayment by the City of the City's obligations under the 1996 Lease Agreement that the Agency's obligations under the Amended and Restated Reimbursement Agreements were to continue by way of obligating the Agency to reimburse, from Surplus Revenues, the City for the City's lease payments under the Lease Agreement, dated as of July 1, 2000 (the "2000 Lease Agreement "), by and between the City and the Recreation. Authority, the payment of which secures the 2000 Bonds; and WHEREAS, the Agency and the City desired to consolidate, amend and restate the Amended and Restated Reimbursement Agreements in their entirety in order to clarify and consolidate into a single document the Agency's ongoing obligation to reimburse the City for the lease payments made by the City under the 2000 Lease Agreement securing debt service on the 2000 Bonds and entered into that certain Consolidated Amended and Restated Reimbursement Agreement, dated as of March 1, 2011 (the "Consolidated Reimbursement Agreement "), art executed copy of which is attached hereto as Exhibit A and incorporated herein by reference; and WHEREAS, under the Consolidated Reimbursement Agreement, the Agency is obligated to reimburse the City the lease payments made by the City under the 2000 Lease Agreement from tax increment pledged therefor; and WHEREAS, such lease payments secure the payment of debt service on the 2000 Bonds; and WHEREAS, on June 29, 2011, Assembly Bill No. 26 ( "AB X1 26 ") was enacted. as Chapter 5, Statutes of 2011, together with a companion bill, Assembly Bill No. 27 ( "AB XI 27 "). A lawsuit was brought in the California Supreme Court, California Redevelopment Association, el al. v. Matosantos, et al., 53 Cal. 4 "' 231 (Cal. Dec. 29, 2011), challenging the constitutionality of AB XI 26 and AB XI 27. 'fhe California Supreme Court largely upheld AB XI 26, invalidated Ala XI 27, and held that AB XI 26 may be severed from AB XI 27 and enforced independently. As a result of AB XI 26 and the decision of the California Supreme Court in the California Redevelopment Association case, as of February 1, 2012, all redevelopment agencies in the State were dissolved, including the Agency, and successor agencies were designated as successor -in- interest entities to the former redevelopment agencies to expeditiously wind down the affairs of the former redevelopment agencies; and 3 WHEREAS, the primary provisions enacted by AB Xl 26 relating to the dissolution and wind down of former redevelopment agency affairs are Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the Health and Safety Code of the State, as amended on June 27, 2012 by Assembly Bill No. 1484, enacted as Chapter 26, Statutes of 2012 (as amended from time to time, the "Dissolution Act "); and WHEREAS, on January 10, 2012, pursuant to Resolution No. 2012-001 and Sections 341710) and 34173 of the Dissolution Act, the City Council of the City elected to serve as successor agency to the Agency and, on February 14, 2012, the City Council held its first meeting as the governing body of the Successor Agency. Subdivision (g) of Section 34173 of the Dissolution Act, added by AB 1484, expressly affirms that the Successor Agency is a separate public entity from the City, that the two entities shall not merge, and that the liabilities of the Agency will not be transferred to the City nor will the assets of the Agency become assets of the City; and WHEREAS, as a result of the foregoing, the Successor Agency succeeded to the rights and obligations of the Agency, including, without limitation, all rights and obligations of the Agency under the Consolidated Reimbursement Agreement; and WHEREAS, the Consolidated Reimbursement Agreement constitutes an "enforceable obligation" under the Dissolution Act and has been listed on the Successor Agency's Recognized Obligation Payment Schedules ( "ROPS ") approved by the Oversight Board and the Deparhnent of Finance in accordance with the Dissolution Act; and WHEREAS, payments of principal and interest (but not any premium) on the 2000 Bonds are supported by an irrevocable direct -pay letter of credit (the "Letter of Credit") issued by Union Bank of California, N.A. (the "Credit Entity ") in an amount equal to the principal amount of the 2000 Bonds outstanding plus 56 days of interest calculated based on an assumed rate of 12 %; and WHEREAS, the Credit Entity has notified the Recreation Authority of its intent not to renew the Letter of Credit upon its expiration on August 8, 2013; and WHEREAS, such expiration will result in the conversion of the 2000 Bonds to "bank bonds" bearing variable interest at a rate currently estimated at 6.5 %; and WHEREAS, the interest rate change may significantly increase debt service payments on the 2000 Bonds from approximately $704,000 annually to as much as $1,420,000 annually, depending on the interest rate environment; and WHEREAS, Successor Agency desires that the City refund the 2000 Bonds and amend the Consolidated Reimbursement Agreement so that the payments under the Consolidated Reimbursement Agreement are payable at a fixed rate of interest; and WHEREAS, in recognition of the pending conversion of the 2000 Bonds to bank bonds and anticipated refunding, the Successor Agency incorporated into its ROPS 13 -14A for the period July 1, 2013 — December 31, 2013 its best estimate of its payment obligations under 4 the Consolidated Reimbursement Agreement based on a projected refunding of the 2000 Bonds at a fixed rate; and WHEREAS, without the refunding of the 2000 Bonds and a corresponding amendment to the Consolidated Reimbursement Agreement, the Successor Agency will be obligated to make payments under the existing Consolidated Reimbursement Agreement at the amounts resulting from the potentially higher, variable batik bond rate; and WHEREAS, as a result of the foregoing, the City and the Recreation Authority have approved or will approve the refunding of the 2000 Bonds and the 2000 Lease Agreement whereby the Recreation Authority will issue its Lease Revenue Re &coding Bonds (Public facilities Project) Series 2013 (the "2013 Bonds "), which 2013 Bonds will be secured by lease payments payable by the City under a Lease Agreement (the "2013 Lease Agreement ") by and between the City and the Recreation Authority; and WHEREAS, the 2013 Lease Agreement will require lease payments of approximately $1,200,000 annually based upon a fixed interest rate which will be less than the estimated $1,420,000 based upon the batik bond rate that would be triggered by the expiration of the Letter of Credit and subject to interest rate fluctuations; and WHEREAS, Section 9 of the Consolidated Reimbursement Agreement contemplates the refunding, refinancing or otherwise restructuring of the obligations of the City under the 2000 'Lease Agreement; and WHEREAS, the City's and the Recreation Authority's approval of the issuance of The 2013 Bonds and entry into the 2013 Lease Agreement is contingent upon the effectiveness of an amendment to the Consolidated Reimbursement Agreement incorporating the 2013 Bonds and reimbursement of the 2013 Lease Payments; and WHEREAS, the Dissolution Act governs the Successor Agency's actions with respect to the amendment of the Consolidated Reimbursement Agreement; and WHEREAS, Health & Safety Code Section 34177.5(a)(3) permits the amendment of an existing enforceable obligation under which the successor agency is obligated to reimburse the City for the payment of debt service on a bond or other obligation of the City, or to pay all or a portion of the debt service on the bond or other obligation of the City to provide savings to the successor agency, provided that (A) the enforceable obligation is amended in connection with a refunding of the bonds or other obligations of the City so that the enforceable obligation will apply to the refunding bonds or other refunding indebtedness of the City, (13) the total interest cost to maturity on the refunding bonds or other indebtedness plus the principal amount of the refunding bonds or other indebtedness shall not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be refunded, and (C) the principal amount of the refunding bonds or other indebtedness shall not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves and to 'pay related costs of issuance; and 5 WHEREAS, the Consolidated Reimbursement Agreement constitutes an existing enforceable obligation under which the Successor Agency is obligated to reimburse the City for the payment of debt service on bonds of the City; or to pay all or a portion of the debt service on the bonds of the City; and WHEREAS, the requirements of Health & Safety Code Section 34177.5(a)(3) will be met in connection with the certain amendments to the Consolidated Reimbursement Agreement that are necessary to accommodate the refunding of the 2000 Bonds and the 2000 Lease Agreement because (i) the amendment to the Consolidated Reimbursement Agreement is being entered into concurrently with the refunding of the bonds and will apply to the 2013 Bonds, (ii) the total interest cost to maturity on the 2013 Bonds plus the principal amount of the 2013 Bonds does not exceed the total remaining interest cost to maturity on the 2000 Bonds plus the remaining principal of the 2000 Bonds, and (iii) the principal amount of the 2013 Bonds does not exceed the amount required to del'ease the 2000 Bonds, establish customary debt service reserves and pay related costs of issuance; and WHEREAS, in accordance with the Dissolution Act, the City made diligent efforts to ensure that the lowest long -term cost financing was obtained and does not provide for any bullets or spikes and does not use variable rates. Further, the City made use of an independent financial advisor in developing financing proposals and will make the work products of the financial advisor available upon request; and WHEREAS, in accordance with the Dissolution Act, the pledge set forth in the amendment of the Consolidated Reimbursement Agreement, because it is made in connection with the execution and issuance of the 2013 Bonds, has the same lien priority as the pledge in the Consolidated Reimbursement Agreement prior to its amendment and is valid, binding, and enforceable against the Successor Agency in accordance with its terms. NOW, THEREFORE, the Successor Agency and the City agree as follows: AWflCLE I AMENDMENTS 110 THE REIMBURSEMENT AGREEMENT; MISCELLANEOUS L2 Indenture. All references in tine Reimbursement Agreement to hndenture shall mean that certain Indenture ,relating to the 2013 Bonds (as defined in the WHEREAS clauses herein) or any bonds issued in the future to refund the 2013 Bonds. 1.2 Ilaasv. All references in the Reimbursement Agreement to Law shall mean the Dissolution Act (as defined in the WHEREAS clauses herein). 13 Lease Agreement. All references in the Reimbursement Agreemenl to Lease Agreement shall mean the 2013 Lease Agreement (as defined in the WHEREAS clauses herein) or any lease agreement relating to bonds issued. to refund the 2013 Bonds. L4 'Tax Increment Revenues. All references in the Reimbursement Agreement to 'Fax Increment Revenues shall mean the moneys deposited from time to time in the Redevelopment Property Tax Trust Fund (as defined in the Dissolution Act). L5 No Other Amendments to Reimbursement Agreement. Except as set forth in this Agreement, the Reimbursement Agreement shall remain in full force and effect. 1.6 Effective hate. The amendments to the Reimbursement Agreement set forth in this Agreement shall become effective upon the issuance of the 2013 Bonds. L7 Applicable Law. This Agreement sball be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California. 118 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the Successor Agency and the City have caused this Agreement to be executed in their respective names, all as of June 1, 2013. ATI'ES`I': By: SUCCESSOR AGENCY OF THE, REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE By: VIRGINIA J. BLOOM, SECRETARY APPROVED AS TO FORM: By: ROBERT E. MAGE,E, CHAIRPERSON BARBARA ZEID LF,IBOLD, AGENCY COUNSEL jSignaiures continued on next page) ATTEST: By; [Signatures continued from previous page) CITY OF LAKE ELSINORE By: VIRGINIA J. BLOOM, CITY CLERK APPROVED AS TO FORM: BY: ROBERT E. MA.GEE, MAYOR BARBARA ZEID LEIBOLD, CITY ATTORNEY Exhibit A Consolidated Amended and Restated Reimbursement Agreement [Attached] %Xzab REIMBURSEMENT by and betwveen REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE m. CITY OF LAKE ELSINORE, Slated as of Mare h I, 2011 (Consolidating, Amending and Restating Reimbursement Agrretnents Originally Slated as of September 1, 19945 Between the Parties Hereto, and as Amended and Restated as ofSnly 1, 2000) CONSOLIDATED AMENDRD AND RESTATED RFImBuRSEMENT AGREEMENT 'PHIS CONSOLIDKFED AMENDED AND RESTATED REIMBURSEMENT AGREEMENT, dated as of March t, 2011 (the "Agreement "), by and between the Redevelopment Agency of the City of Lake Elsinore (the "Agency ") and the City of Lake Elsinore (tile "City "), consolidates, amends and restates in their entirety those certain Reimbursement Agreements originally dated as of September 1, 1994 between the Agency and the City, and as amended and restated under the Amended and Restated Reimbursement Agreements dated as of July 1, 2000, WITNl SSFTY: WIIEREAS, the Agency is a duly constituted redevelopment agency under the laws of fire State of California and pursuant to such laws has duly proceeded with tine redevelopment of its Rancho Laguna Redevelopment Project Area No. I, Rancho Laguna Redevelopment Project Area No. 11 and Rancho Laguna Redevelopment project Area No. III (tile "Project. Areas ") within the City; and WHEREAS, for the purpose of providing moneys to fund loans to the Agency for its Rancho Laguna Redevelopment Project Areas No. 1, if and III, tite Lake Elsinore Public Financing Authority (tile "Financing Authority "), on November 3, 1993, issued its Lake Elsinore Public Financing Authority 1993 Series B Senior and Subordinate Taxable Tax Allocation Revenue Notes (Lake Elsinore Redevelopment Projects) lit the aggregate principal amount of $9,250,000 (the "1993 Taxable Notes ") to finance a multi- purpose stadium (the. "Project ") located in the Agency's Rancho Laguna Redevelopment Project Area No. III and of benefit to the Project Areas; and WHEREAS, in connection with suet, financing the Financing Authority also issued its Lake Elsinore Public Financing Authority 1993 Series A Senior and Subordinate Tax Allocation revenue Notes (Lake Elsinore Redevelopment Projects) in the aggregate principal amount of $11,239,275 (the "1993 Tax - Exempt Notes "); and W14EREAS, the 1993 Taxable. Notes were to mature on October 1, 1994 and the City Council of the City, in Resolution No. 93 -60 adopted on September 30, 1993, found and determined that the Agency would require the assistance of the City in refinancing the 1993 Taxable Notes at maturity and in said Resolution 93 -60 proposed to implement a refinancing plan for the project pursuant to which the Financing Authority would issue its bonds to provide funds to acquire the Project from the Agency and the Financing Authority would then lease the Project to the City; and WHEREAS, to elFectuate the foregoing, die Authority issued its Lake Elsinore Public Financing Authority 1994 Revenue Bonds (Lake Elsinore Redevelopment Projects), Series A in the aggregate principal amount of $10,000,000 (the "1994 Bonds"), pursuant to and secured by an Indenture., dated as of September 1, 1994, by and between the Financing Authority and Union Bank of California, N.A., as trustee (the "1994 Bonds Trusice "), and entered into a Lease Agreement, dated as of September 1, 1994 (the "1994 Lease Agreement ") with the City; and WHEREAS, the 1994 Bonds were issued pursuant to Article 1 I of Chapter 3 of Part I of Division 2 of the Calif imia Government Code (commencing with Section 535$0) and Chapter I I of Division 6 of Title I (commencing with Section 5900) of the Government Code of the State of California to refund the 1993 Taxable Notes; and WH ERFAS, the Redevelopment Plans, as amended, for the Project Areas provides for tax increment financing in accordance with the provisions of Chapter 6, Part I or 'Division 24 of the Health and Safety Code of the State of California (the "Redevelopment Law ") and Section 16 of Article }; VI of the Constitution of the State of California; WHERE, AS, pursuant to Section 33679 and Section 33445 of the Redevelopment Law, the City and the Agency duly held a noticed public hearing on the eommiunent of the Agency to use a portion of the Tax Increment Revenues (as defined herein) to finalice the Project and, after such public hearing, such use of Tax Increment Revenues was approved by Resolution of the City; WHEREAS, the Agency entered into certain Reimbursement Agreements, each dated as of September 1, 1994 (the, "Original Reimbursement Agreements "), with tine City whereby the Agency would provide for the use of Tax Increment Revenues from the respective Project Areas to reimburse the City for t €ie cast of the Project, namely, tile C€ty's lease payments to the Financing Authority for the Project under the 1994 Lease Agreement; and WHEREAS, the City desired to prepay all of its obligations under the 1994 Lease Agreement; and WHEREAS, for the purpose of assisting the City to prepay all of its obligations under the 1994 Lease Agreement, the Lake Elsinore Recreation Authority (the °Recreation Authority ") issued its Revenue Bonds, 1997 Series A (Public Facilities Project) (the "1997 Bonds ") in the aggregate amount of $14,6801000, the proceeds of which were used to finance the lease payment (the "1997 Lease Payment ") by the Recreation Authority to the City for the lease of certain recreational property and improvements thereon commonly known as "Lake Elsinore'; and WHEREAS, the City used the proceeds of the 1997 Lease Payment to prepay all of its obligations under the 1994 Lease Agreement; and WHEREAS, pursuant to the Original Reimbursement Agreements, as a result of the prepayment by the City of its obligations under the 1994 Lease Agreement and the refunding of the 1994 Bonds, the repayment obligations of the Agency under the Original Reimbursement Agreements in the amount of the prepayment under the 1994 Lease Agreement became due and payable on the date. of such prepayment under the 1994 Lease Agreement; avid WHERE AS, the Agency did not have sufficient Surplus Revenues to pay the outstanding amount due under the Original Reimbursement Agreements; and WIfEREAS, the Agency and the City intended at the time of prepayment by the City of the City's obligations under the 1994 Lease Agreement that the Agency's obligations under the Original Reimbursement Agreements were to continue by way of obligating the Agency to reimburse, from Surplus Revenues, tide City for the City,s lease payments under the Lease Agreement, dated as of December 1, 1996 (the 111996 Lease Agreement "), by and between the City and the Recreation Authority, tite payment of which secures the 1997 Bonds; and WHEREAS, the Agency and the City amended and restated the Original Reimbursement Agreements (the "Amended and Restated Reimbursement Agreements ") in their entirety in order to clarify and document the intent and agreement of the parties hereto for the reimbursement to the City for the lease payments made by the City under the 1996 Lcase Agreement.; and WHEREAS, for tlfe purpose of assisting the City to prepay all of its obligations under the 1996 Lease Agreement, (he Recreation Authority issued its Variable Rate Revenue Refhnding bonds, 2000 Series A (Public Facilities Project) (the "2000 Bonds ") in the aggregate amount of $15,660,000, thee, proceeds of which were used to finance the lease payment (tire "2000 Lease Payment") by the Recreation Authority to the City for the lease of certain recreational property and improvements thereon commonly known as "Lake Elsinore"; and WHEREAS, the City used the proceeds of the 2000 Lease Payment to prepay all of its obligations under die 1996 Lease Agreement, and W HURKAS, the Agency and the City intended at the time of prepayment by the City of the City's obligations under the 1996 Lease Agreement that the Agency's obligations under the Amended and Restated Reimbursement Agreements were to continue by way of obligating tine Agency to reimburse, from Surplus Revenues, the City for the City's lease payments under the Lease Agreement, dated as of July 1, 2040 (the "2000 Lease Agreement"), by and between the City and the Recreation Authority, the payment of which secures the 2000 Bonds; and WHRREAS, the Agency and the City desire to consolidate, amend and restate tine Amended and Restated Reimbursement Agrecmerns in their entirety in order to clarify and document the intent aid agreement of the parties hereto for the reimbursement to the City for the lease payments made by the City under the 2000 Lease Agreement; and WHEREAS, the Project is a redevelopment activity which benefits the Project Areas; NOW, `E`[iLitL MIE, in consideration of die mutual covenants herein contained it is agreed by and between the parties hereto as folloW$: Section 1. Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall, for all purposes of this Agreement and of any amendment hereto, and of any certifioate, opinion, estimate or other document herein mentioned, have the meanings herein specified. Capitalized terns, not defined heroin, shall have the meanings given to them in the Indenture, AdditiQnal'1'ax /sllocadon Obli�atiglts "Additional Tax Allocation Obligations" means all tax allocation bonds, notes or other obligations issued by the Agency after the date of this Agreement which are payable from Tax Increment Revenues. Agency, "Agency" means the Redevelopment Agency of the City of take Elsinore, a redevelopment agency and public body, corporate and politic, duty organized and existing under and by virtue of the laws of the State of California. City "City" means the City of Lake Elsinore, California, a municipal corporation organized and existing under and by virtue of tlne Constitution and laws of the State of California. Fiscal 1'etrr "Fiscal Year" means each twelve -month period beginning on July I of any year and ending on .tune 30 of the succeeding year, or any other twelve -month period hereafter adopted by Ole City as its official fiscal year period, Indenture "Indenture" means the Indenture, dated as of July 1, 2000, by and between fire Authority and clae Trustee, relating to the 2000 Bonds as it may be amended from time to time. Law "Law" means the Community Redevelopment Law of the State of California, constituting Part I of Division 24 of the Health and Safety Code of the State of California and file acts amendatory thereof and in supplement thereto. Whenever reference is made in this Agreement to the Law, reference is made to the Law as in force on the date of the execution of this Agreement, unless the context otherwise requires. Lease Agreement "Lease Agreement means that certain lease entitled "Lease Agreement" by and between the Recreation Authority as lessor and the Cify as lessee dated as of July 1, 2000. tease P�ment Dates "Lease Payment Dates" moms the lease payment dates set forth in the Lease Agreement. l,eikse Payments "Lease Payments" nneans all amounts paid by the City as lease payments pursuant to Section 4.04 of the Lease Agreement Outstandi' "Outstanding" means all tax allocation bonds or other obligations issued or incurred by (be. Agency which are payable from Tax Increment Revenues and which have not been paid or deemed to have been paid within the meaning of the resolution, indenture or other instrument pursuant to which such tax allocation bonds or obligations are issued. OutstandirnnTax ilocationObligations "Outstanding Tax Allocation Obligations" means all tax allocation bonds or other obligations issued or incurred by the Agency and Outstanding as of the date of this Agreement and which are payable, in whole or in part, from Tax Increment Revenues. Accordingly, as of the date hereof, "Outstanding Tax Allocation Obligations" include loan agreements with respect to: $15,435,000 Lake EN-inore Public Financing Authority "Pax Allocation Revenue Bonds (1999 Series C Refunding), 2010 Series A; $10,855,000 Lake Elsinore Public Financing Authority `Pax Allocation Revenue Bonds (1995 Series A Refunding), 2010 Series B; and $29,435,000 Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds (1999 Series A Refunding), 2010 Series C. PrO eet "Project " means fire multi- purpose stadium leased to the City by the Recreation Authority pursuant to the Lease Agreement, and located on the Site. Pr(Ject Areas "Project Area" means the Rancho Laguna Redevelopment Project Area No. I, Rancho Laguna Redevelopment Project Area No. 11 and Rancho Laguna Redevelopment Project Area No. Ill of the Agency. Site "Site" means certain parcels of real property situated in tine City more particularly described in Exhibit A attached to the Lease Agreement, Sorplus Revenues "Surplus Revenues" means rile aggregate amount of estimated 'Pax Inclement Revenues which are pledged to the paynnent of Outstanding 'Pax Allocation Obligations and which will be deemed to be "surphrs" or otherwise available ill the then current Fiscal year within the meaning of the resolution, indenture or other instrument pursuant to which the Outstanding "Pax Allocation Obligations were issued or incurred. Tax Inerennent Revenues ""Pax Increment Revenues" means all taxes allocated to, and paid into a special fund of tine Agency pursuant to Article 6 of Chapter 6 of the Law and Section 16 of Article XVI of tile. Constitution of the State of California, and as provided in the redevelopment plans for the Project Areas, including all payments and reimbursements, if any, to the Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations, but excluding any amounts required to be used to hnprove the cormnunity's supply of low or moderate income housing pursuant to Section 33334.2 of the Law, amounts required to be paid to other taxing agencies under contracts entered into by the Agency pursuant to Section 33401 of the Law (provided that the Agency shall use any Tax Increment Revenues otherwise available under any such contract to meet its obligations pursuant to (his Agrcemeuti) and any statutory pass-through payments. Trustee "Trustee" means the financial institution or institutions, its successors and assigns, acting as trustee under (be Indenture, or any other entity then performing the function of Trustee under the Indenture. Section 2. Rei ursement. The Agency and the City agree that, to the extent necessary, Surplus Revenues shalt be used and applied to repay the City for Lease Payments and Additional Payments made or required to be made by the City to the Recreation Authority under the Lease Agreement. Each such repayment shall be due and payable by the Agency to the City on the date that the applicable Lease Payment or Additional Payment is due and payable by the City pursuant to the Lease Agreement. In the event Surplus Revenues are insufficient to reimburse the City for Lease Payments and Additional Payments made by the City under the Lease Agreement, such unpaid reimbursement amount and Interest thereon, which shall accrue at the rate reflceted by die interest component of t'he Lease Payments, shall continue to be payable, and shall be paid as soon as Surplus Revenues are available therefor. The Agency may apply other legally available moneys to make repayments hereunder. Section 3. Direct Obligafioa. Notwithstanding anything herein or in the Lease Agreement to the contrary, in the event that Lease Payments or Additional Payments payable by the City pursuant to the Lease Agreement are not paid, or payable, when due, for any reason pursuant to the terms of the Lease Agreement, including abatement, then the Agency shall have a direct obligation to pay and shall pay such Lease Payments and Additional Payments from Surplus Revenues or other available funds, and any such Lease Payment or Additional Payment to the Lessor under the Lease Agreement shall not be repaid by the City or be subject to any right of set -off by the Agency. Any such payment shall be due and payable and paid by the Agency to the Trustee on the date that the applicable Lease Payment is otherwise due and payable by the City pursuant to the Lease Agreement, Section 4. Pa ry Went Meclaariism. In order to effectuate tine payments required pursuant to Sections 2 and 3 above, Surplus Revenues shall be paid to the 'Trustee for deposit into the Bond Fund held under, the Indenture until such time as the amount therein equals the principal of and interest, and premium, if any, coming due on the Bonds (including by way of mandatory sinking fund redemption) on the next succeeding Interest Payment Date and arnount's necessary to restore the amount in the Reserve Account to the Reserve Requirement. On the Lease Payment Date preceding each Interest Payment hate, such deposited amounts shall be paid to the City to the extent that, and in the amount of, Lease Payments made by the City on such Lease Payment Date, and the remainder shalt be applied by the Trustee to snake debt service payments on the Bonds, as required by Section 5A2 of the Indenture. Section 5. Subordinate to Uutstana g tax iiuuV 1111 �a.�� v.0 �u•« �= �. Allocation Bong. The obligations of the Agency put :scant to this Agreement shall be subordinate to the pledge by tine Agency of Tax lnerement Revenues to the payment of Outstanding Tax Allocation Obligations, including any refunding or refinancing of such Outstanding Tax Allocation Obligations, and any Additional Tax Allocation Bonds, Section 6. Default by fire ARMIC y. If the Agency shall fail to repay the City or shall fail to pay any other payment required to be paid hereunder at the time specified herein, and such failure shall continue for a period of ten (10) days, then die City or, if applicable, any assignee, shall be entitled to exercise any and all remedies available pursuant to law. Section 7. ublec Hearin. The City and the Agency hereby determine that there has been full compliance with the public hearing requirements Of Section 33679 of the Law with respect to file application of'l'ax increment Revenues to finance and rc6nanco the Project. Section 8, Remedies No1_rxalusive. No remedy herein conferred upon tine City shall be exclusive of any other remedy and each and every retnedy shall be cumulative and sbail be in addition to every other remedy given hereunder or hercafler conferred on the City. Section % Term -of Agreement. The Term of this Agreement shalt commence as of September 1, 1994, and shall end on February 1, 2032, unless such term is extended or earlier terminated as hereinafter provided. If oil February 1, 2032 the Indenture shall not be discharged by its terms, linen the Term of this Agreement shall be extended until the Indenture shall be, discharged by its terms. If prior to February 1, 2032, the indenture shall be discharged by its terms, the Tenn of this Agreement shall be extended in accordance with the terms of any new lease agreement entered into to refund, refinance or otherwise restructure the obligations of the City under the Lease Agreement, acid ifno such obligations ore outstanding, shall thereupon end. TN WWI NESS WHEREOF, the parties hereto have executed this Consolidated Amended and Restated ReirnUursement Agreement as of the day and year first above written. cirri, of I<AKE ELSXNOIW'A C, Amy BhU ayor APPROVED AS TO BOOM: ara Leibo dl , C'ity Attorney RMEVELOPMENT AGEXCY OF THE CITY OF LAKE FMINORF Melissa Melendaz, Chairwoman AATI ,Yr: Virginia 1 m Ag'ney Se etary APPROVED AS TOV?OR t3l, a a Lboid, tey General Counsel