Loading...
HomeMy WebLinkAboutOB Agenda Packet 9-29-2016Oversight Board City of Lake Elsinore Special Meeting Agenda LAKE-ELSINORE.ORG (951) 674-3124 PHONE CITY HALL CONFERENCE ROOM A 130 S. MAIN STREET LAKE ELSINORE, CA GENIE KELLEY, CHAIR VACANT, VICE CHAIR PHIL WILLIAMS, BOARD MEMBER MICHAEL WILLIAMS, BOARD MEMBER KEVIN JEFFRIES, BOARD MEMBER NANCY LASSEY, BOARD MEMBER BRIAN TISDALE, BOARD MEMBER City Hall4:00 PMThursday, September 29, 2016 The agenda is posted 24 hours prior to each meeting outside of the Lake Elsinore City Hall located at 130 South Main Street and is available at each meeting. The agenda and related reports are also available at the Lake Elsinore City Clerk's Department and are available on the City's website at www.lake-elsinore.org . Any writing distributed within 24 hours of the meeting will be made available to the public at the time it is distributed to the Oversight Board . In compliance with the Americans with Disabilities Act, any person with a disability who requires a modification or accommodation in order to participate in a meeting should contact the City Clerk's Department at (951) 674 -3124, ext. 269, at least 24 hours before the meeting to make reasonable arrangements to ensure accessibility. CALL TO ORDER - 4:00 P.M. PLEDGE OF ALLEGIANCE ROLL CALL PUBLIC COMMENTS - NON AGENDIZED ITEMS - 3 MINUTES (Please read & complete a form request to address the Oversight Board prior to the start of the Oversight Board meeting and submit it to the Clerk. The Chairperson or Clerk will call on you to speak when your item is called.) CONSENT CALENDAR ITEM(S) 1)Investment Reports - June 2016 and July 2016 Recommendation:Receive and file the attached June 2016 and July 2016 Successor Agency Investment Report Summaries. OB Investment Report - SR A - Investment Report June 2016 B - Investment Report July 2016 Attachments: Page 1 City of Lake Elsinore Printed on 9/23/2016 September 29, 2016Oversight Board Special Meeting Agenda 2)Warrant Lists Recommendation:Receive and file the Successor Agency Warrant lists for June 30th; July 14th and 28th; and, August 11th and 25th, 2016. OB SR- Warrant Lists 092916 A - Warrant List 06-30-16 B - Warrant List 07-14-16 C - Warrant List 07-28-16 D - Warrant List 08-11-16 E - Warrant List 08-25-16 Attachments: BUSINESS ITEM(S) 3)Transfer of the Cultural Center and Downtown Parking Property to the City of Lake Elsinore for Future Development in Accordance with Health & Safety Code Section 34180(f) Recommendation:Adopt A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING TRANSFER OF THE CULTURAL CENTER AND DOWNTOWN PARKING PROPERTY BY THE SUCCESSOR AGENCY TO THE CITY OF LAKE ELSINORE FOR FUTURE DEVELOPMENT Transfer of Properties for Future Development - SR A - Property Summary and Map B - Agreement C - Resolution Attachments: 4)Fourth Amendment (2017-2018) to Stadium Interim Management Agreement Recommendation:adopt A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING THE FOURTH AMENDMENT (2017-2018) TO THE STADIUM INTERIM MANAGEMENT AGREEMENT BETWEEN THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE AND THE LAKE ELSINORE STORM LP Fourth Amend to Stadium Interim Management Agreement - SR A - Agreement B - Repair Schedule C - Resolution Attachments: 5)Amended Recognized Obligation Payment Schedule (ROPS 16-17B) for the January 1, 2017 through June 30, 2017 Period Recommendation:adopt A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING THE AMENDED RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS 16-17B) FOR JANUARY 1, 2017 THROUGH JUNE 30, 2017 AND MAKING A FINDING WITH RESPECT THERETO Page 2 City of Lake Elsinore Printed on 9/23/2016 September 29, 2016Oversight Board Special Meeting Agenda Adoption of Amended ROPS 16-17B - SR A - Resolution B - Amended ROPS Summary Attachments: STAFF COMMENTS BOARD MEMBER COMMENTS ADJOURNMENT The next regular Oversight Board meeting will be held on Wednesday, January 25, 2017, at City Hall, 130 Main Street, Conference Room A, Lake Elsinore, CA 92530. AFFIDAVIT OF POSTING I, Diana Girón, Deputy Clerk of the Oversight Board, do hereby affirm that a copy of the foregoing agenda was posted on September 23, 2016, at _____, p.m. _________________________________________ Diana Girón, Deputy Clerk of the Oversight Board Page 3 City of Lake Elsinore Printed on 9/23/2016 Text File City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: TMP-1762 Agenda Date: 9/29/2016 Status: Approval FinalVersion: 2 File Type: ReportIn Control: Oversight Board Agenda Number: 1) Page 1 City of Lake Elsinore Printed on 9/23/2016 REPORT TO OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE To:Chairperson Kelley and Members of the Oversight Board From:Barbara Leibold, Successor Agency Counsel Date:September 29, 2016 Subject:Investment Reports - June 2016 and July 2016 Recommendation That the Oversight Board receive and file the attached June 2016 and July 2016 Successor Agency Investment Report Summaries. Discussion Attached are the Investment Report Summaries of Pooled Cash and Investments of the Successor Agency for June 2016 and July 2016. The City’s Investment Reports are now combined reports listing of all funds invested for the City of Lake Elsinore and funds held for the Successor Agency as of the date shown on the report. As reported in the Pooled Cash and Investments By Fund, the Successor Agency Funds are: Fund No. 510 Successor Agency RDA Area I Fund No. 520 Successor Agency RDA Area II Fund No. 530 Successor Agency RDA Area IIII Fund No. 540 Successor Agency RDA Diamond Stadium Prepared by:Barbara Leibold, Successor Agency Counsel Exhibit A Investment Report Summaries – June 2016 Exhibit B Investment Report Summaries – July 2016 Text File City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: TMP-1763 Agenda Date: 9/29/2016 Status: Approval FinalVersion: 1 File Type: ReportIn Control: Oversight Board Agenda Number: 2) Page 1 City of Lake Elsinore Printed on 9/23/2016 REPORT TO OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE To:Chairperson Kelley and Members of the Oversight Board From:Barbara Leibold, Successor Agency Counsel Date:September 29, 2016 Subject:Warrant Lists Recommendation That the Oversight Board receive and file the attached Successor Agency Warrant lists for June 30, 2016 thru August 25, 2016. Discussion The warrant list is a listing of all general checks issued by the Successor Agency. Attached are warrant lists for all disbursements made by the Successor Agency for June 30, 2016 thru August 25, 2016. All checks issued are for items reflected on the Recognized Obligations Payment Schedule (ROPS) adopted by the Successor Agency and the Oversight Board and do not represent expenditures for any new items. Prepared by:Barbara Leibold, Successor Agency Counsel Attachments: A - Warrant Summary/List dated June 30, 2016 B - Warrant Summary/List dated July 14, 2016 C - Warrant Summary/List dated July 28, 2016 D - Warrant Summary/List dated August 11, 2016 E - Warrant Summary/List dated August 25, 2016 Text File City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: TMP-1764 Agenda Date: 9/29/2016 Status: Approval FinalVersion: 1 File Type: ReportIn Control: Oversight Board Agenda Number: 3) Page 1 City of Lake Elsinore Printed on 9/23/2016 Page 1 of 3 REPORT TO OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE To:Chairperson Kelley and Members of the Oversight Board From:Barbara Leibold, Successor Agency Counsel Date:September 29, 2016 Subject:Transfer of the Cultural Center and Downtown Parking Property to the City of Lake Elsinore for Future Development in Accordance with Health & Safety Code Section 34180(f) Recommendation Adopt A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING TRANSFER OF THE CULTURAL CENTER AND DOWNTOWN PARKING PROPERTY BY THE SUCCESSOR AGENCY TO THE CITY OF LAKE ELSINORE FOR FUTURE DEVELOPMENT Background As part of the dissolution of the former Redevelopment Agency, Health & Safety Code Section 34177(e) requires the Oversight Board to direct the Successor Agency to dispose of any real property held by the Successor Agency. The Successor Agency and Oversight Board previously approved the transfer of certain Successor Agency owned properties, including the five parcels across the street from the Cultural Center referred to in Attachment 1 hereto as the “Cultural Center and Downtown Parking Property,” to the City of Lake Elsinore as governmental purpose properties. While DOF approved the majority of the proposed transfers, conveyance of the Cultural Center and Downtown Parking Property to the City as governmental purpose property was denied by DOF. The Successor Agency and Oversight Board also previously approved the conveyance of certain other properties to the City for future development pursuant to Health & Safety Code Section 34180(f). DOF approved those conveyances subject to execution of a compensation agreement by the affected Taxing Entities and the City as required by applicable law (the “Compensation Agreement”). Use of the Cultural Center and Downtown Parking Property for public parking has continued uninterrupted since 1994 when the City first leased the properties expressly for Cultural Center parking. In 2008, the former Redevelopment Agency entered into a Purchase & Sale Agreement to acquire the vacant property consisting of two parcels together with 3 small parcels improved with retail businesses. That transaction closed in 2009 and the structures were later demolished to expand the public parking lot. Transfer of Properties to be Held for Future Development Page 2 of 3 In light of DOF’s rejection of the Successor Agency’s and Oversight Board’s findings that the Cultural Center and Downtown Parking Property qualifies as governmental purpose property and in response to follow-up consultations with DOF, the Successor Agency proposes to transfer of the Cultural Center and Downtown Parking Property to the City for future development under the provisions of Health & Safety Code Section 34180(f). Discussion Transfer of the Cultural Center and Downtown Parking Property to the City for future development would require that the City share any profit made from the future sale or operation of the properties with the Taxing Entities in accordance with Health & Safety Code Section 34180(f). The form of the Compensation Agreement previously approved by the Successor Agency and Oversight Board is attached. The Compensation Agreement sets forth how proceeds from the sale of the properties will be distributed to the Taxing Entities when the City conveys those properties to a private developer for redevelopment. The net proceeds received by the City from the ultimate sale of the properties to a private developer will be remitted to the Riverside County Auditor-Controller who will then distribute the net proceeds to the Taxing Entities in proportion to their normal respective property tax shares. For illustrative purposes, the current distribution pro-rata proportions are listed on the table below. Taxing Entity/Fund Property Tax Share Riverside County General 11.06% County Free Library 1.20% County Structure Fire Protection 4.89% Lake Elsinore General Fund 10.17% Lake Elsinore Unified School District 39.94% Mt. San Jacinto Junior College 4.80% Elsinore Area Elementary School Fund 8.75% Riverside County Office of Education 4.94% Riverside Co. Regional Park & Open Space 0.27% Flood Control Administration 0.20% Flood Control Zone 3 2.79% Elsinore Valley Cemetery 0.83% Elsinore Valley Municipal Water 9.04% Western Municipal Water 1.08% Western Municipal Water 1st Fringe 0.03% Riverside Corona Resource Conservation 0.01% Transfer of Properties to be Held for Future Development Page 3 of 3 The Successor Agency approved the transfer at its September 27, 2016 meeting and the matter is now presented to the Oversight Board for consideration and approval. The attached Resolution authorizes the Successor Agency, upon full execution of the Compensation Agreement by the Taxing Entities and the City, to convey the Cultural Center and Downtown Parking Property to the City for future development. The Oversight Board’s Resolution approving such transfer must be transmitted to DOF. DOF has five (5) days after submittal to request a review and forty-five (45) days to review the Oversight Board Resolution if it decides to do so. Attachments: Cultural Center and Downtown Parking Property Form Compensation Agreement Resolution No. OB-2016- Cultural Center & Downtown Parking Map ID #3, #4, #5, #6 & #7: Cultural Center & Downtown Parking APN: #3: 373-023-011 #4: 373-023-012 #5: 373-023-015 #6: 373-023-024 #7: 373-023-025 Address: #3: no address #4: no address #5 – 132 E. Heald, Lake Elsinore #6 – 154 N. Main, Lake Elsinore #7 – 150 N. Main, Lake Elsinore Lot Size: #3 - .13 acre #4 - .16 acre #5 - .19 acre #6 – 1.06 acre #7 - .12 acre Acquisition Date (AD): 3/20/09 Use: Public Parking - The property is strategically located across from the Cultural Center and offers public parking critical to the success of the downtown and the viability of the Cultural Center as the City’s meeting facility. The property is located at the boundary of the Cultural and Historic Districts of the Downtown Master Plan across from the Cultural Center as part of the “Key to Downtown” Implementation Plan. These planning tools were funded in part by the former Redevelopment Agency and federal and state grants. Development and rehabilitation pursuant to the Downtown Master Plan and implementing documents are important goals and objectives of the former Redevelopment Agency under the Redevelopment Plan for the Rancho Laguna Redevelopment Project Area No. I and the Agency’s 2009-2014 Redevelopment & Housing Implementation Plan. History Previous Development Proposals/Activity: Prior to acquisition by the Agency in 2009, the property was leased by the City for public parking for the Cultural Center and other downtown uses. Since 1994, the property has been and continues to be the designated parking area for all public meetings conducted at the Cultural Center. In 2011, plans were prepared for parking lot improvements to the property, but those improvements were postponed upon dissolution of the Redevelopment Agency. COMPENSATION AGREEMENT PURSUANT TO HEALTH AND SAFETY CODE SECTION 34180(f) FOR LAKE ELSINORE SUCCESSOR AGENCY TRANSFER OF PROPERTIES TO CITY OF LAKE ELSINORE FOR FUTURE REDEVELOPMENT ACTIVITY This Agreement, dated for reference purposes as of ______________, 2016, is entered into by and among the City of Lake Elsinore, the County of Riverside, the Riverside County Library System, the County of Riverside Flood Control and Water Conservation District, the County of Riverside Fire Department, the Riverside County Office of Education, the Riverside County Parks District, Mt. San Jacinto College, Elsinore Valley Cemetery District, Elsinore Valley Municipal Water District, Western Municipal Water District of Riverside County, Riverside Corona Resource Conservation District, and the Lake Elsinore Unified School District, on the basis of the following facts, understandings, and intentions of the Parties: RECITALS A.These Recitals refer to and utilize certain capitalized terms which are defined in Section 1 of this Agreement. The Parties intend to refer to those definitions in connection with the use thereof in this Agreement. B.Pursuant to the Redevelopment Dissolution Statutes, the Former RDA was dissolved as of February 1, 2012, and the Successor Agency became responsible for paying its enforceable obligations, disposing of its properties and other assets, and unwinding the affairs of the Former RDA. C.Accordingly, ownership of the Former RDA’s Properties that had been acquired to implement the Redevelopment Plans of the Former RDA transferred to the Successor Agency for disposition in accordance with the Redevelopment Dissolution Statutes. D.The Successor Agency received a “Finding of Completion” from DOF on April 26, 2013, confirming that the Successor Agency had made specified required payments under the Redevelopment Dissolution Statutes, and entitling the Successor Agency to prepare and submit a Long-Range Property Management Plan (the “LRPMP”, as further defined in Section 1) to the Oversight Board and the DOF for approval. E.The Successor Agency initially prepared and obtained Oversight Board approval of its LRPMP in 20 , calling for certain Properties to be transferred by the Successor Agency to the City for future disposition by the City and development by selected Developers to implement projects identified in the Redevelopment Plan. F.Notwithstanding the timely submittal of the LRPMP, the LRPMP was not approved by December 31, 2015, the statutory deadline for approval of a LRPMP. Accordingly, on January , 2016, DOF issued a letter specifying that the Successor @BCL@3C054E68 2 Agency must dispose of its Properties in accordance with Health and safety Code Sections 34177(e) and 34181(a). G.For properties to be transferred to the City for future development, Health & Safety Code Section Code 34180(f) requires execution of a compensation agreement among the City and the Taxing Entities providing for specified proceeds of the City’s subsequent disposition of the properties to be distributed to the Taxing Entities in accordance with their proportional shares of the base property tax revenues. H.City and the Taxing Entities desire to enter into this Agreement to provide for the distribution of net proceeds upon the sale of the properties transferred to the City for future development. I.The Parties desire to enter into this Agreement to provide for the execution of an appropriate compensation agreement in accordance with Health and Safety Code Section 34180(f). NOW, THEREFORE, the Parties agree as follows: Section 1.Definitions. The following definitions shall apply in this Agreement: (a)“Agreement” means this Compensation Agreement Pursuant To Health and Safety Code Section 34180(f) Regarding Lake Elsinore Successor Agency Transfer of Properties to City of Lake Elsinore For Future Redevelopment Activity, as may be amended from time to time. (b)“Applicable Fiscal Year” means each Fiscal Year of the City in which the City receives Interim Municipal Use Annual Operating Proceeds from an Interim Municipal Use of one or more of the Properties, as more fully described in Section 7. (c)“Applicable Shares” has the meaning given in Section 6(a). (d)“Auditor-Controller” means the Riverside County Auditor- Controller. (e)“City” means the City of Lake Elsinore. (f)“DDA” means, with respect to each Property, the disposition and development agreement between the City and a Developer for that Property. (g)“Developer” means, with respect to each Property, the developer to which the City disposes of that Property pursuant to a DDA. (h)“Disposition Proceeds” means, with respect to each Property, the gross purchase price and other compensation, if any, actually received by the City from the Developer in consideration for the disposition of the Property pursuant to the DDA, @BCL@3C054E68 3 less the sum of the City’s actual costs for the following items (but only to the extent paid from City funds and not from funds provided by the Successor Agency, a Developer, or another separate entity), each to be documented in reasonable detail in the Disposition Proceeds Statement for the Property: (1)the City’s actual, reasonable costs for normal maintenance, management and insurance of the applicable Property from the date the Property is transferred by the Successor Agency to the City pursuant to Section 4 to the date the Property is disposed of by the City to the Developer pursuant to the DDA; plus (2)the City’s actual costs of any capital improvements or repairs to maintain the Property in a safe and lawful condition incurred from the date the Property is transferred by the Successor Agency to the City pursuant to Section 4 to the date the Property is disposed of by the City to the Developer pursuant to the DDA; (3)the City’s actual costs of site preparation, including hazardous materials remediation and pollution legal liability insurance premiums, if any, required to be paid by the City under the DDA for the applicable Property to prepare the Property for disposition; plus (4)the City’s actual, reasonable costs to pay third party vendors for appraisal, legal, real estate consultant and marketing, title company, title insurance and other costs related to Developer selection, DDA preparation and approval, and closing costs for disposition of the Property; plus (5)any broker’s commissions payable by the City pursuant to the DDA for the Property. (i)“Disposition Proceeds Receipt Date” means, with respect to each Property, the date on which the City receives the proceeds from the disposition of that Property to the Developer pursuant to the DDA. (j)“Disposition Proceeds Statement” means, with respect to each Property, the statement prepared by the City and delivered to the Taxing Entities in accordance with Section 5(b). (k)“DOF” means the California Department of Finance. (l)“Effective Date” has the meaning given in Section 2. (m)“ERAF” means the Educational Revenue Augmentation Fund maintained by the Auditor-Controller. (n)“Fiscal Year” means the fiscal year of the City in effect from time to time. The current Fiscal Year period of the City commences on July 1 of each calendar year and ends on the following June 30. @BCL@3C054E68 4 (o)“Former RDA” means the Redevelopment Agency of the City of Lake Elsinore. (p)“Interim Municipal Use” means an interim use by the City of a Property, such as for pocket parks, landscape features, bus shelters, parking lots available for community events, and others similar uses. (q)“Interim Municipal Use Annual Operating Proceeds” means, for each Applicable Fiscal Year, the gross revenue actually received by the City from Interim Municipal Use of the Properties, as documented in reasonable detail in the Operating Proceeds Statement for the Applicable Fiscal Year. (r)“LRPMP” means the Long-Range Property Management Plan of the Successor Agency. (s)“Operating Proceeds Statement” means, with respect to each Applicable Fiscal Year, the statement prepared by the City and delivered to the Taxing Entities in accordance with Section 7(c). (t)“Oversight Board” means the Successor Agency’s oversight board established and acting in accordance with the Redevelopment Dissolution Statutes. (u)“Parties” means all of the parties to this Agreement as set forth in the opening paragraph of this Agreement. “Party” means one of the Parties individually. (v)“Properties” mean collectively, the following three parcels of real property that are owned by the Successor Agency and that are subject to the terms of the LRPMP and this Agreement, each as more fully described in the LRPMP: (1)“Property 1”: an approximately 6.1 acre property located between Historic Downtown and Lake Elsinore within the area of the Project Area (consisting of five (5) parcels identified as APNs 374-271-003, 004, 007, 013 and 015); (2)“Property 2”: an approximately 2.15 acre property located at Silver and Minthorn, known as APN 377-180-037 and located in the area of the Project Area; and Each of the above Properties is referred to individually as a “Property”. (w)“Redevelopment Dissolution Statutes” means collectively ABxl 26 enacted in June 2011, and AB 1484 enacted in June 2012. (x)“Redevelopment Plan” means the Consolidated Amended and Restated Redevelopment Plan for the Lake Elsinore Merged Redevelopment Project adopted by the City Council of the City by Ordinance No. 5-2010 on March 16, 2010. (y)“Successor Agency” means the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore”. @BCL@3C054E68 5 (z)“Taxing Entities” means, collectively, the following entities that comprise affected taxing entities for purposes of the Redevelopment Dissolution Statutes: the County of Riverside, the Riverside County Library System, the County of Riverside Flood Control and Water Conservation District, the County of Riverside Fire Department, the Riverside County Office of Education, the Riverside County Parks District, Mt. San Jacinto College, Elsinore Valley Cemetery District, Elsinore Valley Municipal Water District, Western Municipal Water District of Riverside County, Riverside Corona Resource Conservation District, and the Lake Elsinore Unified School District. Section 2.Effectiveness of Agreement. This Agreement shall become effective only upon satisfaction of the following conditions: (a)Approval of this Agreement by the City and direction by the City Council to execute and implement this Agreement pursuant to Health and Safety Code Section 34180(f) (the “City Action”); and (b)Approval of this Agreement by the Oversight Board to the Successor Agency; and (c)Notification to the DOF of the Oversight Board action and effectiveness of the Oversight Board action in accordance with the provisions of Health and Safety Code Section 34179(h). Promptly following the effectiveness of this Agreement, the City and the Successor Agency shall transmit notice to all the other Parties that the Agreement is effective and specifying the date the Agreement became effective (the “Effective Date”). Section 3.Signatories With Respect To Certain Funds. (a)Flood Control District Funds. The County of Riverside Flood Control and Water Conservation District (the “Flood Control District”) administers the following special funds, and, in addition to entering into this Agreement for the Flood Control District itself, is authorized to, and has entered into and executed this Agreement on behalf of the following: Flood Control Administration; and Flood Control Zone 3. (b)County Superintendent Funds. The Western Municipal Water District of Riverside County administers the following special funds, and, in addition to entering into this Agreement for itself, is authorized to, and has entered into and executed this Agreement on behalf of the following: WESTERN MUNICIPAL WATER; and WESTERN MUNICIPAL WATER 1ST FRINGE. @BCL@3C054E68 6 (c)Lake Elsinore Unified School District. The Lake Elsinore Unified School District administers the following special funds, and, in addition to entering into this Agreement for itself, is authorized to, and has entered into and executed this Agreement on behalf of the following: LAKE ELSINORE UNIFIED SCHOOL DISTRICT; and ELSINORE AREA ELEMENTARY SCHOOL FUND. Section 4.Conveyance of Properties To City. Promptly following the Effective Date, and in consideration for the distributions to the Taxing Entities by the City through the Auditor-Controller set forth in Section 6, the Successor Agency shall convey, and the City shall accept, all of the interest in and to the Properties (subject to the special provisions regarding the conveyance of the Properties). The Successor Agency shall convey the Properties by grant deed in form reasonably acceptable to the Successor Agency and the City. Section 5.Disposition of Properties By City. Within a time frame determined by the City to yield a financially feasible and marketable development, the City shall use diligent good faith efforts to select a Developer for each Property, negotiate and obtain approval and execution of the DDA for each Property, and dispose of each Property to the Developer in accordance with the applicable DDA. City shall obtain the Disposition Proceeds for distribution through the Auditor-Controller to the Taxing Entities pursuant to Section 6 and to enable development of each Property in accordance with the Redevelopment Plan. As required by Government Code Section 52201, the purchase price payable to the City for each Property under the applicable DDA shall be an amount that is determined to be not less than the Property’s fair market value at highest and best use, or the Property’s fair reuse value at the use and with the covenants and conditions and development costs authorized by the applicable DDA. With respect to Property 1 and Property 2, by not later than the date of first published notice of the City Council public hearing for the applicable DDA (the “DDA Public Hearing Notice”), the City shall provide each Taxing Entity with a copy of the DDA Public Hearing Notice (including the date, time and location of the public hearing and the location at which the proposed DDA may be inspected and copied), and a statement setting forth the proposed purchase price to be paid to the City under the proposed DDA. Upon the execution of the DDA for each Property, the City shall transmit a copy of the executed DDA to the other Parties. Section 6.Compensation To Taxing Entities Related To Disposition Proceeds. (a)Distribution of Disposition Proceeds. Within fifteen (15) days after the Disposition Proceeds Receipt Date with respect to each Property, the City shall remit the Disposition Proceeds for that Property to the Auditor-Controller for subsequent distribution by the Auditor-Controller among the Taxing Entities in proportion to their @BCL@3C054E68 7 shares of the base property tax (the “Applicable Shares”), as determined by the Auditor- Controller pursuant to Health and Safety Code Section 34188. The attached Exhibit B shows, for illustrative purposes only, the Applicable Shares of the Taxing Entities that would have applied to a distribution under this Section 6 had the distribution been made on June 1, 2016, as provided by the Auditor-Controller. (b)Accounting Requirements. At the time of each distribution pursuant to subsection (a), the City shall provide to the Taxing Entities and the Auditor- Controller a statement prepared in accordance with sound accounting practice that provides the City’s calculation of the Disposition Proceeds (the “Disposition Proceeds Statement”). The City shall keep complete, accurate and appropriate books and records of its calculation of the Disposition Proceeds with respect to each distribution. The Auditor- Controller shall have the right, on behalf of the Taxing Entities and upon reasonable written notice to City, to audit and examine such books, records and documents and other relevant items in the possession of City, but only to the extent necessary for a proper determination of Disposition Proceeds. Section 7.Compensation To Taxing Entities Related To Interim Municipal Use Annual Operating Proceeds. (a)Applicability. The provisions of this Section 7 shall apply for each Fiscal Year in which one or more of the Properties is used for an Interim Municipal Use and generates Interim Municipal Use Annual Operating Proceeds to the City (each, an “Applicable Fiscal Year”). Nothing in this Agreement shall obligate the City to charge any fees or other amounts or to collect any revenues with respect to an Interim Municipal Use of any of the Properties. (b)Distribution of Interim Municipal Use Annual Operating Proceeds. Within ninety (90) days after the end of each Applicable Fiscal Year, the City shall remit the Interim Municipal Use Annual Operating Proceeds for that Applicable Fiscal Year to the Auditor-Controller for subsequent distribution by the Auditor-Controller among the Taxing Entities in proportion to their Applicable Shares, as determined by the Auditor- Controller pursuant to Health and Safety Code Section 34188. The attached Exhibit B shows, for illustrative purposes only, the Applicable Shares of the Taxing Entities that would have applied to a distribution under this Section 7 had the distribution been made on January 1, 2014, as provided by the Auditor-Controller. (c)Accounting Requirements. At the time of each distribution pursuant to subsection (a), the City shall provide to the Taxing Entities and the Auditor- Controller a statement prepared in accordance with sound accounting practice that provides the City’s calculation of the Interim Municipal Use Annual Operating Proceeds (the “Operating Proceeds Statement”). The City shall keep complete, accurate and appropriate books and records of its calculation of the Interim Municipal Use Annual Operating Proceeds with respect to each distribution. The Auditor-Controller shall have the right, on behalf of the Taxing Entities and upon reasonable written notice to City, to audit and examine such books, records and documents and other relevant items in the @BCL@3C054E68 8 possession of City, but only to the extent necessary for a proper determination of the Interim Municipal Use Annual Operating Proceeds. Section 8.Term of Agreement: Early Termination. (a)Term. The term of this Agreement shall commence on the Effective Date and, unless sooner terminated as otherwise provided in this Agreement, shall expire upon the distribution by the City of all amounts owed to the Taxing Entities under this Agreement. (b)Early Termination. Notwithstanding any other provision of this Agreement, a Party may terminate this Agreement upon written notice to the other Parties if a court order, legislation, or DOF policy reverses DOF’s directive regarding the need for this Agreement and the payment of compensation by the City pursuant to Health and Safety Code Section 34180(1) (an “Early Termination”). An Early Termination shall become effective five (5) days after the terminating Party delivers the required notice to the other Parties in accordance with Section 9(a). Upon effectiveness of an Early Termination, no Party shall have any further rights or obligations under this Agreement, and the City may retain the Disposition Proceeds from the disposition of any Property for which the City has not yet received the Disposition Proceeds as of the effective date of the Early Termination, and may retain any Interim Municipal Use Annual Operating Proceeds for which the City was not required to make the distribution to the Taxing Entities as of the effective date of the Early Termination; provided, however, that the City shall have no right to recover any Disposition Proceeds or any Interim Municipal Use Annual Operating Proceeds from any Taxing Entity that were distributed by the City prior to the effective date of the Early Termination. Section 9.Miscellaneous Provisions. (a)Notices. All notices, statements, or other communications made pursuant to this Agreement to another Party or Parties shall be in writing, and shall be sufficiently given and served upon the Party if sent by (1) United States certified mail, return receipt requested, postage prepaid, or (2) nationally recognized overnight courier, with charges prepaid or charged to sender’s account, and addressed to the applicable Party in the manner specified in the attached Exhibit A. Any Party may change its address for notice purposes by written notice to the other Parties prepared and delivered in accordance with the provisions of this Section 9(a). (b)No Third Party Beneficiaries. No person or entity other than the Parties and their permitted successors and assigns, shall have any right of action under this Agreement. (c)Litigation Regarding Agreement. In the event litigation is initiated attacking the validity of this Agreement, each Party shall in good faith defend and seek to uphold the Agreement. (d)State Law; Venue. This Agreement, and the rights and obligations of the Parties hereto, shall be construed and enforced in accordance with the laws of the @BCL@3C054E68 9 State of California. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Riverside County, California or in the Federal District Court for the Northern District of California. (e)Attorneys’ Fees. In any action which a Party brings to enforce its rights hereunder, the unsuccessful Party or Parties shall pay all costs incurred by the prevailing party, including reasonable attorneys’ fees. (f)Entire Agreement; Amendment. This Agreement constitutes the entire and integrated agreement of the Parties and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be modified only in writing and only if signed by all of the Parties and approved by the Oversight Board and the DOF, except as otherwise provided below. If, at the time of a proposed amendment of this Agreement, the Successor Agency and the Oversight Board have been terminated in accordance with the applicable provisions of the Redevelopment Dissolution Statutes, then the proposed amendment shall not require execution by the terminated Successor Agency or approval by the terminated Oversight Board. In that event, to obtain the approval of the DOF for such proposed amendment, the City shall transmit the proposed amendment to the DOF on behalf of the remaining Parties and seek the timely approval by the DOF for such amendment. (g)Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon, provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Parties. Any executed counterpart of this Agreement may be delivered to the other Parties by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered. (h)Non-Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the waiving Parties. (i)No Partnership. Nothing contained in this Agreement shall be construed to constitute any Party as a partner, employee, joint venturer, or agent of any other Party. (j)Ambiguities. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party does not apply in interpreting this Agreement. (k)Exhibits. The following exhibits are incorporated in this Agreement by reference: Exhibit A: List of Addresses for Notice Purposes Exhibit B: Taxing Entities Applicable Shares of Property Taxes @BCL@3C054E68 10 (l)Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability. (m)Action or Approval. Whenever action and/or approval by the City is required under this Agreement, the City Manager or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the City Manager determines in his or her discretion that such action or approval requires referral to the City Council for consideration. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dates set forth in the opening paragraph of this Agreement. SIGNATURE PAGES FOLLOW: @BCL@3C054E68 CITY OF LAKE ELSINORE Dated:By: Robert E Magee, Mayor Pro Tem APPROVED AS TO FORM: LEIBOLD MCCLENDON & MANN, P.C. By: Barbara Leibold, City Attorney COUNTY OF RIVERSIDE Dated:By: Its: RIVERSIDE COUNTY LIBRARY SYSTEM Dated:By: Its: RIVERSIDE COUNTY FIRE DEPARTMENT Dated:By: Its: LAKE ELSINORE UNIFIED SCHOOL DISTRICT Dated:By: Its: @BCL@3C054E68 MT. SAN JACINTO COLLEGE Dated:By: Its: LAKE ELSINORE UNIFIED SCHOOL DISTRICT Dated:By: Its: RIVERSIDE COUNTY OFFICE OF EDUCATION Dated:By: Its: RIVERSIDE COUNTY PARKS DISTRICT Dated:By: Its: RIVERSIDE CO. FLOOD CTRL. & WATER CONSERVATION DISTRICT Dated:By: Its: @BCL@3C054E68 ELSINORE VALLEY CEMETERY DISTRICT Dated:By: Its: ELSINORE VALLEY MUNICIPAL WATER DISTRICT Dated:By: Its: WESTERN MUNICIPAL WATER DISTRICT OF RIVERSIDE COUNTY Dated:By: Its: WESTERN MUNICIPAL WATER DISTRICT OF RIVERSIDE COUNTY Dated:By: Its: RIVERSIDE CORONA RESOURCE CONSERVATION DISTRICT Dated:By: Its: @BCL@3C054E68 EXHIBIT A Page 1 EXHIBIT A Mr. Paul Angulo, Auditor-Controller Riverside County Auditor-Controller's Office 4080 Lemon St, 11th floor Riverside, CA 92502-0868 Mr. Rob Field, Asst. Co. Exec. Officer/Economic Development Agency Riverside County Library System EDA, Cultural Services 3403 10th Street, Suite 400 Riverside, CA 92501 Mr. John R. Hawkins, Fire Chief Riverside County Fire Department Administration and Operations 210 W. San Jacinto Avenue Perris, CA 92570 Mr. Grant Yates, City Manager City of Lake Elsinore City Administration 130 South Main Street Lake Elsinore, CA 92530 Mr. Doug Kimberly, Ed. D., Superintendent Lake Elsinore Unified School District Office of Superintendent 545 Chaney Street Lake Elsinore, CA 92530-2723 Mr. Roger W. Schultz, Superintendent/President Mt. San Jacinto College Administration 1499 North State Street San Jacinto, CA 92583-2399 @BCL@3C054E68 EXHIBIT A Page 2 Mr. Doug Kimberly, Ed. D., Superintendent Lake Elsinore Unified School District Office of Superintendent 545 Chaney Street Lake Elsinore, CA 92530-2723 Mr. Kenneth M. Young, Superintendent Riverside County Office of Education Office of Superintendent 3939 Thirteenth Street Riverside, CA 92501 Mr. Scott Bangle, General Manager Riverside County Parks District Executive Team 4600 Crestmore Road Riverside, CA 92509-6858 Mr. Warren D. "Dusty" Williams, General Mgr. - Chief Engineer Riverside Co. Flood Ctrl. & Water Conservation District District Office 1995 Market Street Riverside, CA 92501 Mr. Warren D. "Dusty" Williams, General Mgr. - Chief Engineer Riverside Co. Flood Ctrl. & Water Conservation District District Office 1995 Market Street Riverside, CA 92501 Ms. Denice Enochs, District Manager Elsinore Valley Cemetery District District Office 18170 Collier Avenue Lake Elsinore, CA 92530 @BCL@3C054E68 EXHIBIT A Page 3 Mr. John D. Vega, General Manager Elsinore Valley Municipal Water District Administration 31315 Chaney Street Lake Elsinore, CA 92531 Mr. John V. Rossi, General Manager Western Municipal Water District of Riverside County Management 14205 Meridian Parkway Riverside, Ca 92518 Mr. John V. Rossi, General Manager Western Municipal Water District of Riverside County Management 14205 Meridian Parkway Riverside, Ca 92518 Ms. Shelli Lamb, District Manager Riverside Corona Resource Conservation District District Office 4500 Glenwood Drive, BLDG A Riverside, CA 92501 @BCL@3C054E68 EXHIBIT B EXHIBIT B ILLUSTRATIVE TAXING ENTITIES APPLICABLE SHARES OF PROPERTY TAXES Taxing Entity/Fund Property Tax Share Riverside County General 11.06% County Free Library 1.20% County Structure Fire Protection 4.89% Lake Elsinore General Fund 10.17% Lake Elsinore Unified School District 39.94% Mt. San Jacinto Junior College 4.80% Elsinore Area Elementary School Fund 8.75% Riverside County Office of Education 4.94% Riverside Co. Regional Park & Open Space 0.27% Flood Control Administration 0.20% Flood Control Zone 3 2.79% Elsinore Valley Cemetery 0.83% Elsinore Valley Municipal Water 9.04% Western Municipal Water 1.08% Western Municipal Water 1st Fringe 0.03% Riverside Corona Resource Conservation 0.01% RESOLUTION NO. OB-2016-0 A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA APPROVING TRANSFER OF CULTURAL CENTER AND DOWNTOWN PARKING PROPERTY BY THE SUCCESSOR AGENCY TO THE CITY OF LAKE ELSINORE FOR FUTURE DEVELOPMENT Whereas, the Oversight Board (“Oversight Board”) to the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore (“Successor Agency”) has been established to oversee the wind down of the affairs of the former Redevelopment Agency of the City of Lake Elsinore (the “Agency”) in accordance with the California Health & Safety Code Section 34179; and, Whereas, the Successor Agency is the owner of certain real property located on Main Street across from the City of Lake Elsinore Cultural Center between Heald and Peck in the City of Lake Elsinore (“City”), commonly referred to as the “Cultural Center and Downtown Parking Property” and described on Exhibit A hereto; and, Whereas, on June 29, 2011, the Legislature of the State of California (the “State”) adopted Assembly Bill x1 26 (“AB 26”), which amended provisions of the State’s Community Redevelopment Law (Health & Safety Code sections 33000 et seq.); and Whereas,pursuant to AB 26 and the California Supreme Court decision in California Redevelopment Association, et al. v. Ana Matosantos, et al.,which upheld AB 26 (together with AB 1484, as amended to date, the “Dissolution Law”), the former Agency was dissolved on February 1, 2012; and, Whereas,pursuant to the Dissolution Law, ownership of the Cultural Center and Downtown Parking Property was transferred to the Successor Agency for disposition in accordance with the Dissolution Law; and, Whereas,pursuant to the Dissolution Law, the Successor Agency prepared a Long Range Property management Plan (“LRPMP”), which was approved by a resolution of the Oversight Board; and, Whereas,in accordance with the LRPMP, the Successor Agency and the Oversight Board twice approved the transfer of the Cultural Center and Downtown Parking Property to the City as “governmental purpose” property as defined by the Dissolution Law, and in both instances the transfers were not approved by the Department of Finance; and, Whereas,the Oversight Board now desires to approve the transfer the Cultural Center and Downtown Parking Property by the Successor Agency to the City for future development; and, Whereas,applicable law permits the Cultural Center and Downtown Parking Property to be conveyed by the Successor Agency to the City for further redevelopment activities by the City consistent with the Redevelopment Plan, and requires that such conveyance to the City shall occur upon the full execution of a compensation agreement (the “Compensation Agreement”) between the City and the affected taxing entities (as listed in the Compensation Agreement, the “Taxing Entities”) for the distribution of net funds received, if any, from the sale of the Cultural Center and Downtown Parking Property. A form of Compensation Agreement was approved by the Successor Agency on June 28, 2016, and by the Oversight Board on July 7, 2016. The Reso No. OB-2016-0 Page 2 of 4 previously approved agreement is entitled “Compensation Agreement Pursuant to Health & Safety Code 34180(f) Regarding Successor Agency Transfer of Property to the City of Lake Elsinore”; and, Whereas, all other legal prerequisites to the adoption of this Resolution have occurred. 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.The Oversight Board hereby approves the transfer of the ownership of the Cultural Center and Downtown Parking Property to the City of Lake Elsinore for future development in accordance with Health & Safety Code Section 34180(f). Upon full execution of the Compensation Agreement by the Taxing Entities and the City, the Oversight Board authorizes the Successor Agency to convey the Cultural Center and Downtown Parking Property to the City by grant deed in accordance with applicable law and to take any other action and execute any documents as may be necessary to implement the conveyance of the Cultural Center and Downtown Parking Property to the City. Section 3.If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution which can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Oversight Board hereby declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion thereof. Section 4.Pursuant to Health and Safety Code Section 34179(h), this Resolution shall be effective five (5) business days after proper notification hereof is given to the California Department of Finance unless the California Department of Finance requests a review of the actions taken in this Resolution, in which case this Resolution will be effective upon approval by the California Department of Finance. Passed, Approved and Adopted by the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, California, this 29th day of September, 2016. Genie Kelley, Chair ATTEST: Susan M. Domen, MMC Oversight Board Secretary Attachment:Exhibit A – Cultural Center and Downtown Parking Property Reso No. OB-2016-0 Page 3 of 4 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF LAKE ELSINORE ) I, Susan M. Domen, MMC, Secretary of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, California, hereby certify that Resolution No. OB - 2016- was adopted by the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore at a Regular meeting held on the 29th day of September, 2016 by the following vote: AYES: NOES: ABSTAIN: ABSENT: Susan M. Domen, MMC, Oversight Board Secretary EXHIBIT A CULTURAL CENTER AND DOWNTOWN PARKING PROPERTY APN 373-023-011 APN 373-023-012 APN 373-023-015 APN 373-023-024 APN 373-023-025 Text File City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: TMP-1765 Agenda Date: 9/29/2016 Status: Approval FinalVersion: 1 File Type: ReportIn Control: Oversight Board Agenda Number: 4) Page 1 City of Lake Elsinore Printed on 9/23/2016 Page 1 of 4 REPORT TO OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE To:Chairperson Kelley and Members of the Oversight Board From:Barbara Leibold, Successor Agency Counsel Date:September 29, 2016 Subject:Fourth Amendment (2017-2018) to Stadium Interim Management Agreement Recommendation Adopt A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING THE FOURTH AMENDMENT (2017-2018) TO THE STADIUM INTERIM MANAGEMENT AGREEMENT BETWEEN THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE AND THE LAKE ELSINORE STORM LP Background In 2001 and 2002, the Redevelopment Agency entered into certain agreements involving the operation and maintenance of the Lake Elsinore Diamond Stadium, including a License Agreement, a Stadium Field And Maintenance Agreement, and a Concession License Agreement (collectively, the “Stadium Operations Contracts”). Pursuant to the Stadium Operations Contracts, the Storm licensed and maintained the Stadium for baseball games and other Storm events. An affiliate of the Storm, Golden State Concessions and Catering, Inc. (“Golden State”), operated the concessions at the Stadium. Under the Stadium Operations Contracts, the Agency’s management, operation and maintenance costs were significant and the Stadium operated at a loss. In 2005, the Agency commenced negotiations with Diamond Stadium Group (DSG) to undertake all of the Stadium operations, maintenance and management responsibilities. Storm LP, Golden State and DSG share common controlling ownership. Negotiations between the Agency and DSG resulted in June 2007 amendments to the Stadium Operations Contracts and a new Stadium License, Lease and Management Agreement (the “2007 Management Agreement”). DSG fulfilled all aspects of the 2007 Management Agreement which reduced the Agency’s Stadium-related costs. However, DSG reported annual losses under the 2007 Management Agreement and in June 2011 chose to exercise its right to terminate the 2007 Management Agreement effective December 31, 2012. Upon termination of the 2007 Management Agreement, the rights and responsibilities for Stadium management, operations and maintenance were again divided in accordance with the Stadium Operations Contracts; however, at that time, the Successor Agency did not have the resources to satisfactorily perform its obligations. Fourth Amendment (2017-2018) to Interim Stadium Management Agreement Page 2 of 4 On December 11, 2012, the Oversight Board and the Successor Agency approved the Stadium Interim Management Agreement (“Interim Agreement”) to provide for the efficient and cost effective management, maintenance and operation of the Stadium by the Storm through 2013. A First Amendment to the Interim Agreement was approved in September 2013. A Second Amendment to the Interim Agreement was approved in September 2014, and a Third Amendment was approved in September 2015. The State Department of Finance has approved the allocation of Real Property Tax Trust Funds for Stadium obligations in accordance with the Successor Agency Recognized Obligations Payment Schedules (ROPS). The Interim Agreement and the First, Second and Third Amendments have been successfully implemented to provide for efficient and cost effective management, maintenance and operation of the Diamond Stadium. However, the Third Amendment expires on December 31, 2016 at which time the burden of maintaining, managing and operating Diamond Stadium under the Stadium Operations Contracts would fall onto the Successor Agency. Discussion Pursuant to the Dissolution Act and provisions of AB 1484, the Successor Agency has prepared a Recognized Obligation Payment Schedule for the period from July 1, 2016 through June 30, 2017 (the “ROPS 16-17”) which lists, among other things, as enforceable obligations of the Successor Agency, the obligations related to the (i) License Agreement; (ii) Maintenance Agreement; (iii) Concession Agreement; (iv) Stadium operations and maintenance obligations, and (v) the Interim Agreement. The Successor Agency will prepare a Recognized Obligation Schedule for the period from July 1, 2017 through June 30, 2018 (“ROPS 17-18”) in January 2017. Consistent with the legislative authorization contained in AB 1484 allowing successor agencies to enter into enforceable obligations for the purpose of maintaining the assets of the former Redevelopment Agency, a Fourth Amendment to the Interim Agreement has been prepared to provide for the continued, efficient and cost effective management, maintenance and operation of the Stadium for the eighteen (18) months ended June 30, 2018. The change from a twelve month, calendar year Interim Management Agreement to an Interim Management Agreement that ends on the same date as the end of the fiscal year and the annual ROPS period will allow staff to more efficiently allocate funds over the annual ROPS period and avoid future mid-ROPS period amendments. Successor Agency staff believes that approval of the attached Fourth Amendment (2017-2018) to the Stadium Interim Management Agreement will ensure that the “Lake Elsinore Storm” can continue to play its home baseball games at the Stadium consistent with the Stadium Operations Contracts and that the Stadium will be maintained and managed in a first class condition on a continual basis throughout the 2017 calendar year and fiscal 2017-2018 year. The Storm continues to possess the experience, capabilities and qualifications to best carry out these obligations. Interim Management Agreement -The Interim Stadium Management Agreement as amended by the proposed Fourth Amendment incorporates the obligations under the Stadium Operations Contracts and provides for a Capital Improvement Schedule. Fourth Amendment (2017-2018) to Interim Stadium Management Agreement Page 3 of 4 During the 2017-2018 term of the Fourth Amendment, compensation to the Storm for the performance of the maintenance, management and operations services shall be as follows: (a)Assignment of GRCS Concession Fee. Successor Agency assigns Successor Agency’s right to payment of the GRCS Concession Fee under the Concession Agreement to the Storm during the 2017-2018 term, estimated at $34,000 annually; and (b)Waiver of License Fee. Successor Agency waives Successor Agency’s right to payment of the License Fee in the amount of $509,729 for calendar year 2017, and $261,237 for the period January 1, 2018 through June 30, 2018 under the License Agreement as an offset against the payments due by the Successor Agency to the Storm; and (c)Payment of Maintenance Fee. Successor Agency shall pay the Annual Maintenance Fee in the amount of $237,963 for calendar year 2017, and $121,956 for the period January 1, 2018 through June 30, 2018; and. (d)Payment of Additional Interim Management Fee. Successor Agency shall pay to Storm $456,729 for calendar year 2017, and $243,074 for the six months ended June 30, 2018, payable in equal monthly installments (“Additional Interim Management Fee”). The Maintenance Fee along with the Additional Interim Management Fee will result total cash payment from the Successor Agency to the Storm of $694,692 for calendar year 2017 and $356,030 for the period January 1, 2018 through June 30, 2018 as consideration for services provided under the Stadium Operations Contracts and this Interim Agreement, which aggregate amount shall be payable in equal monthly installments of $57,891 for calendar year 2017 and $59,338 for the period January 1, 2018 through June 30, 2018. The Successor Agency continues to be responsible for all Capital Repairs and alterations consistent with the Stadium Operations Contracts, which are expected to be significant over the next few years. Capital repairs for 2017-2018, as included in the Fourth Amendment, reflect that the Stadium is twenty three (23) years old and include, without limitation, including, without limitation, capital repairs necessary to comply with ADA and energy and water efficiency requirements, roof repair/replacement, plumbing and drain repair and equipment replacement. The Fourth Amendment provides for proposed 2017-2018 Capital Repairs of approximately $3,268,180. The Fourth Amendment includes a Capital Repair schedule, which will be updated annually or, if necessary, semi-annually in accordance with future ROPS. Capital Repairs for the ROPS 16-17B period (January 1, 2017 through June 30, 2017) are estimated to be $1,661,500. Capital Repairs for the ROPS 17-18, which estimated to be $1,606,680. Fourth Amendment (2017-2018) to Interim Stadium Management Agreement Page 4 of 4 The Successor Agency approved the Fourth Amendment and the Amended ROPS 16- 17B at its September 27, 2016 meeting. The Fourth Amendment is now presented to the Oversight Board for consideration and approval. Following approval by the Oversight Board, the Fourth Amendment and the Amended ROPS 16-17B will be submitted to the Department of Finance (DOF). Prepared by:Barbara Leibold, Agency Counsel Attachments:Fourth Amendment (2017-2018) to Stadium Interim Management Agreement Resolution No. OB-2016- @BCL@3C05E885 - 1 - FOURTH AMENDMENT (2017-2018) TO STADIUM INTERIM MANAGEMENT AGREEMENT THIS FOURTH AMENDMENT (2017-2018) TO STADIUM INTERIM MANAGEMENT AGREEMENT (the “Fourth Amendment”), dated for identification as of September 27, 2016, is made by and between the SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE (“Successor Agency”), and the LAKE ELSINORE STORM LP, a California limited partnership (“Storm”). RECITALS The following recitals are a substantive part of this Amendment: A.The Successor Agency and the Storm entered into that certain Stadium Interim Management Agreement dated January 1, 2013 (the “Interim Agreement”) to provide for the performance by the Storm of certain maintenance, upkeep, and operations of the Premises (as defined in the Interim Agreement). Capitalized terms used herein which are not otherwise defined herein shall have the meaning ascribed to them in the Interim Agreement. B.The Interim Agreement was successfully implemented during calendar year 2013 to provide for efficient and cost effective management, maintenance and operation of the Premises. C.In order to provide for continued efficient and cost effective management, maintenance and operation of the Premises for calendar year 2014, the Successor Agency and the Storm entered into that certain First Amendment (2014) to Stadium Interim Management Agreement dated September 24, 2013 (the “First Amendment”). D.In order to provide for continued efficient and cost effective management, maintenance and operation of the Premises for calendar year 2015, the Successor Agency and the Storm entered into that certain Second Amendment (2015) to Stadium Interim Management Agreement dated September 23, 2014 (the “Second Amendment”). E.In order to provide for continued efficient and cost effective management, maintenance and operation of the Premises for calendar year 2016, the Successor Agency and the Storm entered into that certain Third Amendment (2016) to Stadium Interim Management Agreement dated September 22, 2016 (the “Third Amendment”). F.The obligations set forth in the Interim Agreement, First Amendment, Second Amendment and Third Amendment have been included in prior Recognized Obligation Payment Schedules (ROPS) approved by the Successor Agency, the Oversight Board of the Successor Agency (“Oversight Board”) and the Department of Finance (“DOF”). G.The Third Amendment will expire on December 31, 2016 and the parties desire to enter into this Fourth Amendment to provide for continued efficient and cost effective @BCL@3C05E885 - 2 - management, maintenance and operation of the Premises for calendar year 2017 and the first six (6) months of 2018, which period corresponds to the ROPS cycle. H.Capital repairs of approximately $3,268,180 for the 2017/2018 term of this Fourth Amendment reflect that the Stadium is twenty three (23) years old and in need of significant capital repairs, including, without limitation, capital repairs necessary to comply with ADA and energy and water efficiency requirements, roof repair/replacement, plumbing and drain repair and equipment replacement. It is anticipated that approximately $1,661,500 in capital repairs will be completed prior to the 2017 baseball season and that remaining $1,606,680 will be completed after the conclusion of the 2017 baseball season. I.In accordance with Health and Safety Code (“HSC”) Section 34177.7(o)(1)(E), an Amended Recognized Obligation Payment Schedule will be adopted for the period from January 1, 2017 through June 30, 2017 (herein referred to as the “ROPS 16-17B”). Annual ROPS for the twelve months ended each June 30 will be adopted for all subsequent Recognized Obligation Payment Schedule periods. AB 1484 sets forth the review period and authority of DOF to review and approve Recognized Obligation Payment Schedules. J.On September 29, 2016, the Oversight Board and the Successor Agency will consider approval and adoption of the Amended ROPS 16-17B, which includes the obligations set forth in this Amendment and lists, among other things, as enforceable obligations of the Successor Agency, the following obligations related to the Premises as more fully described and referenced therein: (i)Concession License Agreement, as amended (“Concession Agreement”); (ii)License Agreement, as amended (“License Agreement”); (iii)Stadium Field and Maintenance Agreement, as amended (“Maintenance Agreement”); (iv)Stadium operations and maintenance obligations; and (v)The Stadium Interim Management Agreement. K.Following approval of the Amended ROPS 16-17B by the Oversight Board and the Successor Agency, the Amended ROPS 16-17B will be transmitted to the DOF for its review and approval. L.Consistent with the legislative authorization contained in AB 1484 allowing successor agencies to enter into enforceable obligations for the purpose of maintaining the assets of the former Redevelopment Agency, the Successor Agency seeks to (a) provide for the continued efficient and cost effective management, maintenance and operation of the Premises for the period commencing on January 1, 2017 through June 30, 2018, and (b) retain the Storm, which possesses the experience and qualifications to carry out such continuing obligations on an interim basis. Engagement of the Storm is necessary to ensure that the “Lake Elsinore Storm,” a single “A” baseball team, and a member of the California League of the National Association of Professional Baseball, owned by Storm LP, continues to play its home baseball games at the Stadium. @BCL@3C05E885 - 3 - M.In furtherance of the purpose and intentions of the parties with respect to the Interim Agreement, the parties hereto agree to amend the Interim Agreement as provided herein. AGREEMENT NOW THEREFORE, in consideration of the foregoing Recitals and the terms contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: 1.Term of Agreement; Termination. Section 6 of the Interim Agreement, entitled “Term of Agreement; Termination,” is hereby deleted in its entirety and replaced with the following: 6.Term of Agreement; Termination 6.1.Term. The term of the Interim Agreement (hereinafter the “Term”) shall commence on the Effective Date and shall, unless earlier terminated in accordance with Sections 6.2, 19, or 20 hereof, automatically terminate on June 30, 2018. 6.2.Rights of Termination Prior to Commencement and Expiration of the Term (a)January 1, 2018 Termination. Successor Agency may terminate this Agreement effective as of January 1, 2018, by giving written notice thereof to the Storm no later than November 30, 2017. (b)June 30, 2018 Termination. Successor Agency may terminate this Agreement effective as of June 30, 2018, by giving written notice thereof to the Storm no later than May 30, 2018. (c)Default. The Successor Agency and Storm shall have the right to terminate this Interim Agreement as a result of an uncured Default hereunder. Any such termination shall be made in accordance with Sections 19 or 20. (d)Party’s Property and Offset. Upon termination of this Interim Agreement under this Section 6.2, all materials and equipment purchased by either party hereunder in connection with this Interim Agreement shall remain that party’s property. In addition, the Storm shall be entitled to payment for all of the Storm=s services rendered hereunder through the effective date of any such termination. (e)Effect of Termination. Notwithstanding the termination of this Interim Agreement pursuant to this Section 6.2, the provisions of Stadium Operations Contracts shall remain in full force and effect. 2.Stadium Use. Section 4.3 of the Interim Agreement, entitled “Stadium Use,” is hereby deleted in its entirety and replaced with the following: @BCL@3C05E885 - 4 - 4.3.Stadium Use. (a)Storm Games. During the Term, the Storm shall play its home baseball games at the Stadium, including pre-season, regular season and play-off games as scheduled by the League and shall have the right to use the Stadium for baseball practices and workouts. Upon receipt from the League, but in no event later than the 15th of November of each year during the Term, the Storm will provide the Executive Director of the Successor Agency with the written, proposed schedule for all professional baseball games involving the Storm for the coming baseball season including all pre- season games, a reasonable number of dates to be held for playoff games, as required by the League, and practices and workouts (collectively, the AStorm Games@). (b)Other Storm Events. In addition to the use of the Stadium for the Storm Games, the Storm shall have the right to use the Stadium for non-baseball related exhibitions, ceremonies or events (the AOther Storm Events@) on dates which the Stadium is not otherwise in use for Storm Games or other reserved uses, at its sole cost and expense, without any additional license fee or charge incurred, except for Storm’s obligation with respect to maintenance as provided herein and subject to the conditions set forth below. i.Special Event Permit. The Storm shall obtain a Special Event Permit for all Other Storm Events from the City of Lake Elsinore in accordance with Chapter 5.108 of the Lake Elsinore Municipal Code, as now exists or as may hereafter be amended, including submittal of an application not less than sixty (60) days prior to the event and compliance with applicable conditions of approval. Concurrent with the submittal of the special event application package to the City, the Storm shall notify the Executive Director of the Agency in writing of the proposed date and title of the Other Storm Event. ii.Governmental Regulations/Permits. The Storm shall comply with all applicable local, state, and federal laws, ordinances, rules, regulations and requirements (including without limitation land use and zoning, environmental, labor and prevailing wage, occupational Health & Safety, building and fire codes) in connection with the promotion and operation of Other Storm Events and shall apply for, secure, maintain and comply with all required licenses and/or permits. The Storm shall use commercially reasonable efforts to cause any users of the Stadium to report and pay sales taxes as generated within the City in accordance with all applicable laws. iii.Quality Standards. The Storm shall conduct Other Storm Events in accordance with the highest standards for cleanliness and quality and shall comply with all applicable terms and conditions of this Agreement and the Stadium Operations Contracts. @BCL@3C05E885 - 5 - (c)City/Agency Use. The Successor Agency, for itself and on behalf of the City of Lake Elsinore, reserves the right to use the Stadium, including without limitation, the Agency Suite, the Diamond Club and conference room for meetings, conferences and other events provided the Successor Agency notifies the Storm in advance. Notwithstanding the foregoing, the Storm shall have the right to use the Stadium on the days set forth in the schedule for the Storm Games and for Other Storm Events approved in accordance with the provisions of Section 4.3 (b) and the Successor Agency will not schedule any other events at the Stadium on the day of a Storm Game or other Storm Event if such event would interfere with the Storm=s use of the Stadium. (d) Agency Suite. For all Storm Games and Other Storm Events, free of any charge to Successor Agency, the Storm shall (i) secure and deliver to the Successor Agency tickets and parking passes for use of the Agency Suite, or (ii) provide reasonable alternative methods of access to the Agency Suite and Agency Parking. In the event the Successor Agency elects not to use the Agency Suite for any Other Storm Event, the Storm, including its representatives and invitees, may use the Agency Suite. The Storm shall indemnify and hold the Successor Agency and the City harmless from any loss, cost or expense or damage to Successor Agency property associated or in connection with use of the Agency Suite by third parties. 3.Compensation. Section 7 of the Interim Agreement, entitled “Compensation,” is hereby deleted in its entirety and replaced with the following: 7.Compensation 7.1.Stadium Operations Contracts Compensation Recap. Pursuant to the Stadium Operations Contracts, the Storm and/or the Successor Agency are entitled to compensation during the Term as follows: (a)2017/2018 License Fee: Under the License Agreement, the Storm is required to pay to the Successor Agency a License Fee in the amount of $509,729 for calendar year 2017, and $261,237 for the period January 1, 2018 through June 30, 2018. (b)Percentage of Concessions: Under the Concession Agreement, the Storm’s affiliate, Golden State, is required to pay Successor Agency a percentage of the GRCS pursuant to Section 6 thereof (the “GRCS Concession Fee.”). (c)Annual Maintenance Fee: Under the Maintenance Agreement, Successor Agency is required to pay Storm an Annual Maintenance Fee of $237,963 for calendar year 2017, and $121,956 for the period January 1, 2018 through June 30, 2018. 7.2.Storm Compensation January 1, 2017 – June 30, 2018. Commencing upon the Commencement Date (January 1, 2017), and continuing through the expiration of the Term (June 30, 2018), as consideration for the performance of the services set forth herein, the Storm shall be compensated as follows: @BCL@3C05E885 - 6 - (a)Assignment of GRCS Concession Fee. Successor Agency hereby assigns Successor Agency’s right to payment of the GRCS Concession Fee under the Concession Agreement to the Storm during the Term, estimated at $34,000 annually; and (b)Waiver of License Fee. Successor Agency hereby waives Successor Agency’s right to payment of the License Fee under the License Agreement during the Term as an offset against the payments due by the Successor Agency to the Storm hereunder; and (c)Payment of Maintenance Fee. Successor Agency shall continue to pay the Annual Maintenance Fee as identified in Section 7.1(c) (i.e., $237,963 for calendar year 2017, and $121,956 for the period January 1, 2018 through June 30, 2018). (d)Payment of Additional Interim Management Fee. Successor Agency shall pay to Storm an “Additional Interim Management Fee” in the amount of $456,729 for calendar year 2017, and $243,074 for the six months ended June 30, 2018, which shall be payable in equal monthly installments. The Maintenance Fee along with the Additional Interim Management Fee will result total cash payment from the Successor Agency to the Storm of $694,692 for calendar year 2017 and $356,030 for the period January 1, 2018 through June 30, 2018 as consideration for services provided under the Stadium Operations Contracts and this Interim Agreement, which aggregate amount shall be payable in equal monthly installments of $57,891 for calendar year 2017 and $59,338 for the period January 1, 2018 through June 30, 2018. The Storm acknowledges and agrees that in no event will the Successor Agency be required to provide the Storm with any other form of payment for performance of the services as provided in this Interim Agreement. The parties acknowledge that the historic operating costs of the Stadium equal or exceed the compensation due to Storm hereunder and that it is in each of the party’s best interests to enter into this Agreement for the efficient use and operation of the Stadium. 4.Capital Repairs. Section 8 of the Interim Agreement, entitled “Capital Repairs,” is hereby deleted in its entirety and replaced with the following: 8.Capital Repairs. Capital Repairs shall be governed by the applicable provisions of the Stadium Operations Contracts. A Capital Repair Schedule with estimated costs budgeted for the Term is set forth in Exhibit “C” attached hereto and incorporated by reference herein. The Successor Agency’s Executive Director or designee (“Executive Director”) will designate certain Capital Projects that shall be subject to the Department of Public Works’ direct administration of the bid process and award of contract consistent with the applicable legal requirements. The Storm will undertake and complete such other Capital Repairs as set forth in Exhibit “C” as are mutually agreed. @BCL@3C05E885 - 7 - To the extent that The Storm undertakes such other Capital Repairs not undertaken by the Successor Agency, The Storm shall obtain not less than three (3) bids from qualified contractors unless otherwise excused by the Executive Director. Without limiting the Executive Director’s discretion, the bidding requirement herein may be excused in situations involving emergencies and sole source contractors. In addition, The Storm acknowledges the general requirement that certain Capital Repairs are subject to the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates with respect to certain capital improvements, repairs and maintenance work paid for in whole or in part out of public funds. Accordingly, The Storm agrees to, in the administrative of the bidding and contractor selection process, inform prospective bidders of the requirement to comply with the Prevailing Wage Laws. The Storm may confer with the Executive Director and seek direction with respect to whether or not a certain Capital Repair is subject to the Prevailing Wage Law. Prior to The Storm awarding a contract for a Capital Repair to a qualified contractor, the Executive Director shall: (i) confirm that The Storm has followed the proper bidding procedures for selection of a contractor; and (ii) approve the selection of the contractor and the form of any agreement between The Storm and the contractor. Upon completion of the Capital Repair (or a component thereof supporting a deposit or in-progress reimbursement), The Storm shall deliver to the Executive Director a written reimbursement request and supporting documentation (such as third party invoices, lien releases and cancelled checks). To the extent that the reimbursement request is for a completed Capital Repair, The Storm shall, if applicable, submit as-built drawings or similar plans and specifications for the items to be reimbursed. 5.Accuracy of Recitals. The Parties acknowledge the accuracy of the foregoing Recitals, which are incorporated herein by this reference. 6.Authority; Priority of Amendment. This Amendment is executed by the Parties’ authorized representatives. Except as expressly modified herein, all of the terms of the Interim Agreement shall remain unchanged and in full force and effect, and the Parties shall continue to fulfill their respective obligations under the Interim Agreement as amended by this Amendment. To the extent of any conflict between the terms of the Interim Agreement and the terms of this Amendment, the terms of this Amendment shall control. 7.Captions. The captions appearing in this Amendment are for convenience only and are not a part of this Amendment and do not in any way limit, amplify, define, construe, or describe the scope or intent of the terms or provisions of this Amendment. @BCL@3C05E885 - 8 - 8.Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute but one and the same document. 9.Commencement Date. The provisions of this Amendment shall commence on January 1, 2017 (the “Commencement Date”). @BCL@3C05E885 - 9 - IN WITNESS WHEREOF, the parties have executed this Amendment on the respective dates set forth below. “SUCCESSOR AGENCY” SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE Dated:By:___________________________ Grant Yates, Executive Director ATTEST: SUCCESSOR AGENCY SECRETARY By: __________________________ Susan M. Domen, MMC APPROVED AS TO FORM: LEIBOLD McCLENDON & MANN, P.C. Successor Agency Counsel By: ___________________________ Barbara Leibold “STORM” LAKE ELSINORE STORM LP, a California limited partnership By:GJJ STORM MANAGEMENT, LLC, a California limited liability company Its:General Partner Dated:By: ______________________________ Gary E. Jacobs, Manager EXHIBIT “C” EXHIBIT “C” CAPITAL REPAIR SCHEDULE See Attached DIAMOND STADIUM CAPITAL REPAIR SCHEDULE REF # PERIOD ROPS REQUESTED (1/1/2017 to 6/30/2018) 11/2017 to 6/2018 3rd Base Concession‐ Replace Grease Trap 42,000 21/2017 to 6/2018 Administrative Offices‐Capital Repairs 53,400 31/2017 to 6/2018 Concessions‐ Replace Lighting with Energy Efficient LED 7,500 41/2017 to 6/2018 Concourse Bathrooms‐ ADA & Capital Repairs 251,180 51/2017 to 6/2018 Diamond Club‐ Repair Leak in Fountain 4,800 61/2017 to 6/2018 Dugout‐ Repair Concrete 25,000 71/2017 to 6/2018 Field‐ Repair Plumbing & Drains 42,300 81/2017 to 6/2018 Underground Plumber/In Ceiling Piping 150,000 91/2017 to 6/2018 Home Clubhouse‐ Capital Repairs 60,000 10 1/2017 to 6/2018 Kids Area‐Repair Turf 47,960 11 1/2017 to 6/2018 Operations Office‐ Capital Repair 28,900 12 1/2017 to 6/2018 Outside Landscaping‐ Drip Line Irrigation 175,500 13 1/2017 to 6/2018 Outside Landscaping‐ Drought Tolerant Plants 175,000 14 1/2017 to 6/2018 Parking Lot A‐Replace Lighting with Energy Efficient and Brighter LED Lighting 5,650 15 1/2017 to 6/2018 Parking Lot B‐Replace Lighting with Energy Efficient and Brighter LED Lighting 11,900 16 1/2017 to 6/2018 Press Box‐Replace Counters and Cabinets 295,000 17 1/2017 to 6/2018 Press Box‐Replace Lighting with Energy Efficient LED 4,980 18 1/2017 to 6/2018 Roll Off‐Repair Roof 78,950 19 1/2017 to 6/2018 Stadium Railings‐ Replace Rusted Stadium Railing in Seating Bowl 200,000 20 1/2017 to 6/2018 Suite Level Add Additional Railing for Safety Reasons 150,000 21 1/2017 to 6/2018 Suite Level‐ Replace Counters, Cabinets and Sinks 28,400 22 1/2017 to 6/2018 Suite Level‐ Replace Lighting with Energy Efficient LED 8,300 23 1/2017 to 6/2018 Terrace‐ Repair Concrete Steps 35,000 24 1/2017 to 6/2018 Umpire Room‐ Capital Repairs 22,800 25 1/2017 to 6/2018 Visiting Clubhouse‐ Capital Repairs 55,000 26 1/2017 to 6/2018 Playing Surface‐ Re Sod 210,000 27 1/2017 to 6/2018 Stadium Roof Repair/Replacement 500,000 28 1/2017 to 6/2018 Seating Bowl Concrete 250,000 28 1/2017 to 6/2018 Underground pipe repair ‐ Parking Lots A and B 138,000 30 1/2017 to 6/2018 Parking Lot A‐Replace Trash Cans 3,800 31 1/2017 to 6/2018 Parking Lot B‐Replace Trash Cans 3,800 32 1/2017 to 6/2018 Picnic Tables 21,560 33 1/2017 to 6/2018 Security System‐ Replace 48,900 34 1/2017 to 6/2018 Security‐Stadium Key 26,500 35 1/2017 to 6/2018 Replace Backlit Exit Signs through the stadium (OHSA)18,500 36 1/2017 to 6/2018 Equipment‐ Field‐Replace with Emission Compliant Blowers (AQMD, OHSA) 15,000 37 1/2017 to 6/2018 Equipment‐ Field Sprayer‐Replace Current 18,000 38 1/2017 to 6/2018 Equipment‐ Verti cutter replacement 11,900 39 1/2017 to 6/2018 Equipment‐Field Tractor 34,500 40 1/2017 to 6/2018 Equipment‐Field‐Jacobs Greens King 8,200 Totals 3,268,180.00$ CAPITAL REPAIR Equipment Replacement: RESOLUTION NO. OB-2016-___ A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA APPROVING THE FOURTH AMENDMENT (2017-2018) TO THE STADIUM INTERIM MANAGEMENT AGREEMENT BETWEEN THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE AND THE LAKE ELSINORE STORM LP Whereas, the Oversight Board (“Oversight Board”) to the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore (“Successor Agency”) has been established to oversee the wind down of the affairs of the former Redevelopment Agency of the City of Lake Elsinore (the “Agency”) in accordance with the California Health & Safety Code Section 34179; and, Whereas, in 2012, the Successor Agency and the Oversight Board approved the Stadium Interim Management Agreement dated January 1, 2013 by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP (the “Interim Agreement”) and following such approval by the Oversight Board and the Successor Agency, the Interim Agreement was submitted to and reviewed by the State Department of Finance; and, Whereas, in 2013, the Successor Agency and the Oversight Board approved the First Amendment to Stadium Interim Management Agreement dated January 1, 2014 by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP (the “First Amendment”) and following such approval by the Oversight Board and the Successor Agency, the Interim Agreement was submitted to and reviewed by the State Department of Finance; and, Whereas, in 2014, the Successor Agency and the Oversight Board approved the Second Amendment to Stadium Interim Management Agreement dated January 1, 2015 by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP (the “Second Amendment”) and following such approval by the Oversight Board and the Successor Agency, the Interim Agreement was submitted to and reviewed by the State Department of Finance; and, Whereas, in 2015, the Successor Agency and the Oversight Board approved the Third Amendment to Stadium Interim Management Agreement dated January 1, 2016 by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP (the “Third Amendment”) and following such approval by the Oversight Board and the Successor Agency, the Interim Agreement was submitted to and reviewed by the State Department of Finance; and, Whereas, the Interim Agreement and the First, Second and Third Amendments have been successfully implemented to provide for efficient and cost effective management, maintenance and operation of the Diamond Stadium but, absent a Fourth Amendment, the Interim Agreement will expire on December 31, 2016; and, Whereas, consistent with the legislative authorization contained in AB 1484 allowing successor agencies to enter into enforceable obligations for the purpose of maintaining the assets of the Reso No. OB-2016-_ Page 2 of 3 former redevelopment agency, the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore seeks to provide for the continued, efficient and cost effective management, maintenance and operation of the Stadium and to retain the Storm to carry out such continuing obligations on an interim basis for calendar year 2017, the first six (6) months of 2018 in accordance with the proposed Fourth Amendment (2017-2018) to the Interim Agreement; and, Whereas, pursuant to Health and Safety Code Section 34177(o)(1)(E), once per a “Recognized Obligation Payment Schedule” (“ROPS”) period, a Successor Agency may submit one amendment to the ROPS that lists any changes to the obligations of the former redevelopment agency that are enforceable within the meaning of subdivision (d) of Section 34167 for the six month period January 2017 – June 2017 (the “ROPS 16-17B”) including, among other things, as enforceable obligations of the Successor Agency, the following obligations related to the Lake Elsinore Diamond Stadium (the “Stadium”): (i) License Agreement; (ii) Maintenance Agreement; (iii) Concession Agreement; (iv) Stadium operations and maintenance obligations, and (v) the Interim Agreement (as amended by the proposed Fourth Amendment (2017-2018)) has been prepared and approved by the Successor Agency at its September 27, 2016 meeting and presented for approval by the Oversight Board on September 29, 2016. 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 information presented in the staff report and testimony received, the Oversight Board finds (i) that the proposed Fourth Amendment (2017-2018) to the Interim Agreement is reasonable and necessary to satisfy the Successor Agency’s enforceable obligations and to protect and maintain the assets of the former Redevelopment Agency, (ii) that Real Property Tax Trust Fund (RPTTF) revenues set forth in the Amended ROPS 16-17B include funds necessary to meet the Successor Agency’s enforceable obligations with respect to the Stadium, including the proposed Fourth Amendment (2017-2018) to the Interim Agreement, and (iii) that the Fourth Amendment (2017-2018) to the Interim Agreement is in the best interests of the taxing entities. Based on the above findings, the Oversight Board approves the Fourth Amendment (2017-2018) to the Stadium Interim Management Agreement by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP in substantially the form attached and in such final form as approved by the Successor Agency. Section 3.If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution which can be given effect without the invalid provision or application, and to this end the provisions of this resolution are severable. The Oversight Board hereby declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion thereof. Section 4.Pursuant to Health and Safety Code Section 34179(h), this Resolution shall be effective five (5) business days after proper notification hereof is given to the California Department of Finance unless the California Department of Finance requests a review of the Reso No. OB-2016-_ Page 3 of 3 actions taken in this Resolution, in which case this Resolution will be effective upon approval by the California Department of Finance. Passed, Approved and Adopted by the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, California, this 29th day of September, 2016. Genie Kelley, Chair ATTEST: Susan M. Domen, MMC Oversight Board Secretary STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF LAKE ELSINORE ) I, Susan M. Domen, MMC, Secretary of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, California, hereby certify that Resolution No. OB - 2016- was adopted by the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore at a Regular meeting held on the 29th day of September, 2016 by the following vote: AYES: NOES: ABSTAIN: ABSENT: Susan M. Domen, MMC, Oversight Board Secretary Text File City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: TMP-1766 Agenda Date: 9/29/2016 Status: Approval FinalVersion: 1 File Type: ReportIn Control: Oversight Board Agenda Number: 5) Page 1 City of Lake Elsinore Printed on 9/23/2016 Page 1 of 2 REPORT TO OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE To:Chairperson Kelley and Members of the Oversight Board From:Barbara Leibold, Successor Agency Counsel Date:September 29, 2016 Subject:Amended Recognized Obligation Payment Schedule (ROPS 16–17B) for the January 1, 2017 through June 30, 2017 Period Recommendation Adopt A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA APPROVING THE AMENDED RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS 16-17B) FOR JANUARY 1, 2017 THROUGH JUNE 30, 2017 AND MAKING A FINDING WITH RESPECT THERETO Background As part of the dissolution of the former Redevelopment Agency, Health and Safety Code Section 34177 (added by AB 1X 26 and amended by AB 1484) requires the Successor Agency to adopt a Recognized Obligation Payment Schedule (ROPS) that lists all obligations of the former redevelopment agency that are enforceable within the meaning of subdivision (d) of Section 34171 for each fiscal year. The Successor Agency has previously adopted ROPS 16-17 for the current fiscal year. ROPS 16-17 was approved by the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the State Department of Finance (DOF). SB 107, enacted in September 2016, provides for a one-time amendment to ROPS 16-17 for the January through June 30, 2017 period. Discussion SB 107 changed the ROPS period from a six-month period to a twelve month period ending each June 30, and permits a one-time amendment each year provided that (a) such amendment is approved by the Oversight Board, (b) the Oversight Board makes a finding with respect thereto, and (c) the amendment is submitted to the Department of Finance and the State Controller’s office, after approval by the Oversight Board, by October 1 (October 3 in 2016 since October 1 is a Saturday). The DOF has five (5) days after submittal to request a review and forty-five (45) days to review the ROPS if it decides to do so. If the ROPS is not submitted by the deadline, the City is subject to a $10,000 fine for every day the ROPS is late and the administrative cost allowance for the Successor Agency is reduced by 25% after 10 days. The attached Amended ROPS 16-17B for the period January 1, 2017 – June 30, 2017 follows the form prescribed by the DOF and incorporates all of the remaining obligations identified in the previous ROPS. The following amendments are effected by ROPS 16-17B: Approval of Amended ROPS 16-17B Page 2 of 2 Summerly (ROPS Detail Items 12 & 13) are adjusted to reflect amounts due under the DDA based upon actual and projected completion of development phases. Interim Stadium Management Agreement (ROPS Detail Item 33) is adjusted to reflect the financial provisions of the Fourth Amendment to the Stadium Management Agreement. Prepared By:Barbara Leibold, Successor Agency Counsel Attachments: Oversight Board Resolution No. OB-2016-___ Amended Recognized Obligation Payment Schedule of the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore for the period of January 1, 2017 through June 30, 2017 (ROPS 16-17B) RESOLUTION NO. OB-2016-___ A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA APPROVING THE AMENDED RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS 16-17B) FOR JANUARY 1, 2017 THROUGH JUNE 30, 2017 AND MAKING A FINDING WITH RESPECT THERETO Whereas, the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore (“Oversight Board”) has been established to direct the Successor Agency to take certain actions to wind down the affairs of the former Redevelopment Agency of the City of Lake Elsinore (the “Agency”) in accordance with the California Health & Safety Code; and, Whereas, Senate Bill (SB) 107, enacted in September 2016, added Health & Safety Code (“HSC”) Section 34177(o) requiring the Successor Agency to prepare and adopt a “Recognized Obligation Payment Schedule” that lists all obligations of the former redevelopment agency that are enforceable within the meaning of subdivision (d) of Section 34171 for twelve month periods, including July 2016 through June 2017; and, Whereas, SB 107 permits an amended ROPS 16-17B for the period January 1, 2017 through June 30, 2017 to be submitted to the Department of Finance and the State Controller’s office, after approval by the Oversight Board, no later than October 3, 2016 or be subject to penalties; and, Whereas, HSC Section 34177.7(o)(1)(E), permits an Amended ROPS 16-17B provided that the Oversight Board makes a finding that a revision to the ROPS is necessary for the payment of approved enforceable obligations during the ROPS 16-17B period, and, Whereas, on September 27, 2016, the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore considered and approved the Amended Recognized Obligation Payment Schedule 16-17B for the period January 1, 2017 through June 30, 2017; and, Whereas, the Oversight Board desires to make a finding that a revision to the ROPS is necessary for the payment of enforceable obligations during the second half of the ROPS period and approve the Amended Recognized Obligation Payment Schedule (ROPS 16-17B) for January 1, 2017 through June 30, 2017, in the form attached as Exhibit A; and Whereas, all other legal prerequisites to the adoption of this Resolution have occurred. 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.The Oversight Board hereby approves the Schedule attached hereto as Exhibit A as the Amended Recognized Obligation Payment Schedule 16-17B for the period January 1, 2017 through June 30, 2017. Pursuant to Health & Safety Code Section 34173, the Successor Agency’s liability, including, but not limited to, its liability for the obligations on the attached Resolution No. OB-2016-___ Page 2 of 4 schedule, is limited to the total sum of property tax revenues it receives pursuant to Part 1.85 of AB X1 26. Section 3.The Oversight Board finds that a revision to the ROPS is necessary for the payment of enforceable obligations during the second half of the ROPS period, January 1, 2017 through June 30, 2017. 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. Section 5.Pursuant to Health and Safety Code Section 34179(h), this Resolution shall be effective five (5) business days after proper notification hereof is given to the California Department of Finance unless the California Department of Finance requests a review of the actions taken in this Resolution, in which case this Resolution will be effective upon approval by the California Department of Finance. Passed, Approved and Adopted by the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, California, this 29th day of September, 2016. Genie Kelley, Chair ATTEST: Susan M. Domen, MMC Oversight Board Secretary Resolution No. OB-2016-___ Page 3 of 4 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF LAKE ELSINORE ) I, Susan M. Domen, MMC, Secretary of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, California, hereby certify that Resolution No. OB - 2016- was adopted by the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore at a Regular meeting held on the 29th day of September, 2016 by the following vote: AYES: NOES: ABSTAIN: ABSENT: Susan M. Domen, MMC, Oversight Board Secretary EXHIBIT A AMENDED ROPS 16-17B [attached] Successor Agency:Lake Elsinore County:Riverside Current Period Requested Funding for Enforceable Obligations (ROPS Detail) ROPS 16-17B Authorized Amounts ROPS 16-17B Requested Adjustments ROPS 16-17B Amended Total A 1,696,108$ 43,757$ 1,739,865$ B - - - C 1,440,000 45,000 1,485,000 D 256,108 (1,243) 254,865 E 4,532,744$ 1,438,774$ 5,971,518$ F 4,421,101 1,438,774 5,859,875 G 111,643 - 111,643 H Current Period Enforceable Obligations (A+E):6,228,852$ 1,482,531$ 7,711,383$ Name Title /s/ Signature Date Administrative RPTTF Certification of Oversight Board Chairman: Pursuant to Section 34177 (o) of the Health and Safety code, I hereby certify that the above is a true and accurate Recognized Obligation Payment Schedule for the above named successor agency. Amended Recognized Obligation Payment Schedule (ROPS 16-17B) - Summary Filed for the January 1, 2017 through June 30, 2017 Period Enforceable Obligations Funded as Follows (B+C+D): RPTTF Redevelopment Property Tax Trust Fund (RPTTF) (F+G): Bond Proceeds Reserve Balance Other Funds Total Outstanding Balance Bond Proceeds Reserve Balance Other Funds RPTTF Admin RPTTF Bond Proceeds Reserve Balance Other Funds RPTTF Admin RPTTF $ 194,630,289 $ - $ 1,440,000 $ 256,108 $ 4,421,101 $ 111,643 $ 6,228,852 $ - $ 45,000 $ (1,243) $ 1,438,774 $ - $ 1,482,531 1 Tax Allocation Revenue Bonds, 2010 Series A Bonds Issued On or Before $ 21,722,613 - - - 493,316 $ 493,316 $ - 2 Tax Allocation Revenue Bonds, 2010 Series B Bonds Issued On or Before 12/31/10 $ 9,376,213 - - - 467,750 $ 467,750 $ - 3 Tax Allocation Revenue Bonds, 2010 Series C Bonds Issued On or Before 12/31/10 $ 33,298,244 - - - 1,110,248 $ 1,110,248 $ - 6 Fiscal Agent Fees Fees $ - - - - - $ - $ - 10 Oakgroves DDA OPA/DDA/Construction $ 5,000 - - - - $ - $ - 12 Summerly DDA OPA/DDA/Construction $ 21,049,976 - 1,300,000 - 433,105 $ 1,733,105 60,000 $ 60,000 13 Summerly DDA Extraordinary Infrastructure Fund OPA/DDA/Construction $ 5,554,964 - 140,000 - 77,273 $ 217,273 45,000 20,000 $ 65,000 18 City Reimbursement LERA Bonds Issued After 12/31/10 $ 18,066,700 - - - 564,850 $ 564,850 $ - 19 Housing Fund Loan SERAF/ERAF $ 2,941,619 - - - - $ - $ - 20 Housing Fund Loan Third-Party Loans $ 26,194,304 $ - $ - $ - 22 Legal Services Fees $ 120,000 - - - 60,000 $ 60,000 $ - 23 Consultant Fees Fees $ 16,280 - - - 8,140 $ 8,140 $ - 28 Estimated Admin Cost Admin Costs $ 5,717,933 - - - - $ - $ - 29 Stadium License Agreement Miscellaneous $ 1,487,378 - - - - $ - $ - The obligations for line items 29 -32 for the twelve month period covered by ROPS 16-17 are incorporated into line 33 in accordance with the terms of the Interim Stadium Management Agreement, as amended. 30 Stadium Maintenance Agreement Property Maintenance $ 695,032 - - - - $ - $ - The obligations for line items 29 -32 for the twelve month period covered by ROPS 16-17 are incorporated into line 33 in accordance with the terms of the Interim Stadium Management Agreement, as amended. 31 Stadium Concession Agreement Miscellaneous $ 102,000 - - - - $ - $ - The obligations for line items 29 -32 for the twelve month period covered by ROPS 16-17 are incorporated into line 33 in accordance with the terms of the Interim Stadium Management Agreement, as amended. 32 Stadium Operation and Maintenance Property Maintenance $ 30,421,862 - - 256,108 650,072 $ 906,180 (256,108) (650,072) $ (906,180)The obligations for line items 29 -32 for the twelve month period covered by ROPS 16-17 are incorporated into line 33 in accordance with the terms of the Interim Stadium Management Agreement, as amended. 33 Interim Stadium Management Agmt.Miscellaneous $ 3,022,034 - - - - $ - 254,865 2,008,846 $ 2,263,711 This line items references the Interim Stadium Management Agreement for Stadium management, operations and maintenance, as amended, and incorporates the costs and capital expenditures required to be made by the Agreement for the six month period covered by ROPS 16-17B. 34 Riverside County Flood Control District Improvement/Infrastructure $ 3,625,457 - - - - $ - $ - 35 Administrative Reimbursement RPTTF Shortfall $ - - - - - $ - $ - 38 Contract for Auditing Services Fees $ - - - - - $ - $ - 39 Bond Disclosure Services Fees $ 108,100 - - - 6,650 $ 6,650 $ - 40 Property Maintenance Property Maintenance $ 60,000 - - - 30,000 $ 30,000 $ - 41 Subordinated Tax Allocation Refunding Bonds, Series 2015 Bonds Issued After 12/31/10 $ 10,232,300 - - - 482,197 $ 482,197 $ - 42 Fiscal Agent Fees Fees $ 133,600 - - - - $ - $ - 43 Housing Authority Admin. Cost Admin Costs $ 600,000 $ - $ - $ - 44 Reconveyance Cost Property Dispositions $ 78,680 - - - 37,500 $ 37,500 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - REQUESTED ADJUSTMENTS Total Notes Lake Elsinore Amended Recognized Obligation Payment Schedule (ROPS 16-17B) - ROPS Detail January 1, 2017 through June 30, 2017 (Report Amounts in Whole Dollars) Item # AUTHORIZED AMOUNTS Total Project Name/Debt Obligation Obligation Type Fund Sources Fund Sources