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Home My WebLink AboutBinder1Oversight Board City of Lake Elsinore Regular Agenda CITY HALL CONFERENCE ROOM A 130 S. MAIN STREET LAKE ELSINORE, CA LAKE-ELSINORE.ORG (951) 674-3124 PHONE GENIE KELLEY, CHAIR BRIAN TISDALE, VICE-CHAIR PHIL WILLIAMS, BOARD MEMBER MICHAEL WILLIAMS, BOARD MEMBER KEVIN JEFFRIES, BOARD MEMBER NANCY LASSEY, BOARD MEMBER ARLEEN SANCHEZ, BOARD MEMBER City Hall4:00 PMWednesday, May 16, 2018 The agenda is posted 72 hours prior to each meeting outside of the Lake Elsinore City Hall located at 130 South Main Street and is available at each meeting. The agenda and related reports are also available at the Lake Elsinore City Clerk's Department on the Friday prior to the Oversight Board meeting and are available on the City's website at www .lake-elsinore.org . Any writing distributed within 72 hours of the meeting will be made available to the public at the time it is distributed to the Oversight Board. In compliance with the Americans with Disabilities Act, any person with a disability who requires a modification or accommodation in order to participate in a meeting should contact the Community Development Department at (951) 674 -3124, ext. 289, at least 48 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 Request to Address the Oversight Board form prior to the start of the meeting and turn it in to the Clerk. The Chair or Clerk will call on you to speak.) CONSENT CALENDAR ITEM(S) 1)Warrant Lists Recommendation:Receive and file the attached Successor Agency Warrant lists for December 28, 2017 thru April 26, 2018. OB Warrant Lists - SR OB Warrant Lists Exhibit A Summary & Lists Attachments: 2)Investment Reports - December 2017 - March 2018 Recommendation:Receive and file the Successor Agency Investment Report Summaries for December 2017 through March 2018 Page 1 City of Lake Elsinore Printed on 5/11/2018 May 16, 2018Oversight Board Regular Agenda OB Investment Reports - SR OB Investment Reports - Exhibit A - SA & RDA Dec. 2017 - Mar. 2018 Attachments: 3)Minutes of the Regular Meeting of January 29, 2018 Recommendation:Approve the minutes. OB Minutes 1-29-18Attachments: BUSINESS ITEM(S) 4)Transfer of Governmental Purpose Property to the City of Lake Elsinore in accordance with Health & Safety Code Section 34181(a) 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 TRANSFER OF A GOVERNMENTAL PURPOSE PROPERTY TO THE CITY OF LAKE ELSINORE IN ACCORDANCE WITH HEALTH & SAFETY CODE SECTION 34181(a) OB - SR OB - Reso OB - Exhibit A - Vicinity Map Attachments: 5)Approval of Transfer of Properties to the City of Lake Elsinore for Future Development Subject to Form Compensation Agreement Among Affected Taxing Entities 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 (1) THE FORM OF A COMPENSATION AGREEMENT PURSUANT TO HEALTH & SAFETY CODE SECTION 34180(f); AND (2) TRANSFER OF CERTAIN PROPERTIES BY THE SUCCESSOR AGENCY TO THE CITY OF LAKE ELSINORE FOR FUTURE DEVELOPMENT OB - SR OB Reso - Transfer of Properties OB - Exhibit A - Vicinity Map OB - Exhibit B - Agreement Attachments: 6)Restated Fifth Amendment 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 A RESTATED FIFTH AMENDMENT 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 OB - SR OB - Exhibit A History of Diamond Stadium Agreements Diagram OB - Exhibit B Reso Approving Fifth Amendment Stadium Interim Mgmt Agt OB - Exhibit C Restated Fifth Amendment to Stadium Interim Management Agt Attachments: Page 2 City of Lake Elsinore Printed on 5/11/2018 May 16, 2018Oversight Board Regular Agenda STAFF COMMENTS BOARD MEMBER COMMENTS ADJOURNMENT The Oversight Board meeting will adjourn to the next Regular meeting. AFFIDAVIT OF POSTING I, Luz Reyes, Office Specialist II for the City Clerk's Department, do hereby affirm that a copy of the foregoing agenda was posted at City Hall, 72 hours in advance of this meeting. _________________________________________ Luz Reyes, Office Specialist II Page 3 City of Lake Elsinore Printed on 5/11/2018 Text File City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: ID# 17-664 Agenda Date: 5/16/2018 Status: Approval FinalVersion: 1 File Type: WarrantsIn Control: Oversight Board Agenda Number: 1) Page 1 City of Lake Elsinore Printed on 5/11/2018 REPORT TO OVERSIGHT BOARD TOTHE 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:May 16, 2018 Subject:Warrant Lists Recommendation Receive and file the attached Successor Agency Warrant listsfor December 28, 2017thru April 26, 2018. 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 December 28, 2017thru April 26, 2018. All checks issued are for items reflected on the Recognized Obligations PaymentSchedule (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: Warrant Summary/List December 28, 2017thru April 26, 2018 DECEMBER 28, 2017 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT SUMMARY FUND#FUND DESCRIPTION TOTAL 540 SUCCESSOR STADIUM CAPITAL 647,880.49 GRAND TOTAL 647,880.49$ Exhibit A 1 of 1 DECEMBER 28, 2017 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT LIST WARRANT#Vendor Name Amount 606 MAPLES & ASSOCIATES, INC.276,392.81$ 607 MAPLES & ASSOCIATES, INC.44,803.73 132226 EAGLE PAVING COMPANY, INC.268,750.00 132232 LAKE ELSINORE STORM, LP 57,891.00 132248 SOUTHERN CALIFORNIA EDISON 42.95 GRAND TOTAL 647,880.49$ Exhibit B 1 of 1 JANUARY 11, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT SUMMARY FUND#FUND DESCRIPTION TOTAL 540 SUCCESSOR STADIUM CAPITAL 15,569.27$ GRAND TOTAL 15,569.27$ Exhibit A 1 of 1 JANUARY 11, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT LIST WARRANT#Vendor Name Amount 642 ENDRESEN DEVELOPMENT, LLC 1,560.00$ 132300 GUS PAPAGOLOS 13,937.50 132387 STK ARCHITECTURE, INC.71.77 GRAND TOTAL 15,569.27$ Exhibit B 1 of 1 JANUARY 25, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT SUMMARY FUND#FUND DESCRIPTION TOTAL 510 SUCCESSOR TO RDA AREA I, II & III 3,990.95$ 540 SUCCESSOR STADIUM CAPITAL 105,044.50 GRAND TOTAL 109,035.45$ Exhibit A 1 of 1 JANUARY 25, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT LIST WARRANT#Vendor Name Amount 684 ENDRESEN DEVELOPMENT, LLC 1,560.00$ 692 MAPLES & ASSOCIATES, INC.15,968.80 694 MAPLES & ASSOCIATES, INC.26,325.00 132421 LEIBOLD, MCCLENDON & MANN, PC 3,990.95 132461 BRAEMAR BUILDING SYSTEMS, INC.3,177.20 132463 CALIFORNIA STATE FIRE PROTECTION 122.50 132481 LAKE ELSINORE STORM, LP 57,891.00 GRAND TOTAL 109,035.45$ Exhibit B 1 of 1 FEBRUARY 08, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT SUMMARY FUND#FUND DESCRIPTION TOTAL 510 SUCCESSOR TO RDA AREA I, II & III 1,798.92$ 540 SUCCESSOR STADIUM CAPITAL 360,549.97 GRAND TOTAL 362,348.89$ Exhibit A 1 of 1 FEBRUARY 08, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT LIST WARRANT#Vendor Name Amount 718 GUS PAPAGOLOS 6,812.50$ 719 AMERICAN EXPRESS 1,310.50 724 LEIBOLD, MCCLENDON & MANN, PC 1,798.92 725 MAPLES & ASSOCIATES, INC.344,419.27 132568 SOUTHERN CALIFORNIA EDISON 12.70 132581 XTREME HEATING & AIR CONDITIONING 7,995.00 GRAND TOTAL 362,348.89$ Exhibit B 1 of 1 FEBRUARY 22, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT SUMMARY FUND#FUND DESCRIPTION TOTAL 510 SUCCESSOR TO RDA AREA I, II & III 1,013,109.94$ 540 SUCCESSOR STADIUM CAPITAL 154,838.38 GRAND TOTAL 1,167,948.32$ Exhibit A 1 of 1 FEBRUARY 22, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT LIST WARRANT#Vendor Name Amount 132726 WILMINGTON TRUST, NATIONAL ASSOCIATION 1,013,109.94$ 132740 CHANDLER AGGREGATES, INC.577.38 132741 CHEF'S TOYS & STAR RESTAURANT EQUIPMENT 96,370.00 132763 LAKE ELSINORE STORM, LP 57,891.00 GRAND TOTAL 1,167,948.32$ Exhibit B 1 of 1 MARCH 15, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT SUMMARY FUND#FUND DESCRIPTION TOTAL 540 SUCCESSOR STADIUM CAPITAL 317,851.80$ GRAND TOTAL 317,851.80$ Exhibit A 1 of 1 MARCH 15, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT LIST WARRANT#Vendor Name Amount 765 AMERICAN EXPRESS 2,020.31$ 782 MAPLES & ASSOCIATES, INC.294,876.00 802 GUS PAPAGOLOS 7,937.50 132812 FRY FABRICATIONS, LLC 11,313.75 132834 SOUTHERN CALIFORNIA EDISON 30.19 132898 LOWE'S HOME CENTERS, INC.42.76 132949 XTREME HEATING & AIR CONDITIONING 210.00 132971 CHANDLER AGGREGATES, INC.1,421.29 GRAND TOTAL 317,851.80$ Exhibit B 1 of 1 MARCH 29, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT SUMMARY FUND#FUND DESCRIPTION TOTAL 510 SUCCESSOR TO RDA AREA I, II & III 4,409.41$ 540 SUCCESSOR STADIUM CAPITAL 529,917.87 GRAND TOTAL 534,327.28$ Exhibit A 1 of 1 MARCH 29, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT LIST WARRANT#Vendor Name Amount 823-824 MAPLES & ASSOCIATES, INC.185,619.00$ 826 MAPLES & ASSOCIATES, INC.29,800.00 841 ENDRESEN DEVELOPMENT, LLC 1,560.00 849 LEIBOLD, MCCLENDON & MANN 4,409.41 850 MAPLES & ASSOCIATES, INC.36,400.00 853 GUS PAPAGOLOS 7,562.50 860 AMERICAN EXPRESS 3,998.36 879 MAPLES & ASSOCIATES, INC.172,290.80 133039 CALIFORNIA STATE BOARD OF EQUALIZATION 5,912.39 133041 CM WASH EQUIPMENT 2,215.18 133143 INTEGRITY BEVERAGE 22,856.60 133148 LAKE ELSINORE STORM, LP 57,891.00 133174 SOUTHERN CALIFORNIA EDISON 12.80 133179 SUN PAC CONTAINERS 3,799.24 GRAND TOTAL 534,327.28$ Exhibit B 1 of 1 APRIL 12, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT SUMMARY FUND#FUND DESCRIPTION TOTAL 540 SUCCESSOR STADIUM CAPITAL 8,577.81 GRAND TOTAL 8,577.81$ Exhibit A 1 of 1 APRIL 12, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT LIST WARRANT#Vendor Name Amount 891 EXCEL LANDSCAPE, INC.7,120.74$ 133215 GUS PAPAGOLOS CONSULTING 179.19 133250 XTREME HEATING & AIR CONDITIONING 975.00 133328 TEAM AUTOAID, INC.302.88 GRAND TOTAL 8,577.81$ Exhibit B 1 of 1 APRIL 26, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT SUMMARY FUND#FUND DESCRIPTION TOTAL 510 SUCCESSOR TO RDA AREA I, II & III 4,070.00$ 540 SUCCESSOR STADIUM CAPITAL 251,910.55 GRAND TOTAL 255,980.55$ Exhibit A 1 of 1 APRIL 26, 2018 SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WARRANT LIST WARRANT#Vendor Name Amount 939 PROSTAFF, LLC 180.19$ 133215 VOID-PROSTAFF (179.19) 133345 ANDY'S GLASS & WINDOW, CO.1,385.00 133353 CHEF'S TOYS & STAR RESTAURANT 96,370.20 133356 DEERE & COMPANY 25,496.54 133369 HDL COREN & CONE 4,070.00 133388 SOUTH BAY FOUNDRY 491.34 133392 STANDARD RESTAURANT SUPPLY 21,470.20 133410 WARREN COLLINS & ASSOCIATE 13,995.00 133412 WEST COAST ARBORISTS, INC.780.00 133426 DEERE & COMPANY 16,385.77 133437 FRY FABRICATIONS, LLC 11,336.25 133438 GOLDEN STATE CONCESSIONS 2,983.00 133441 LAKE ELSINORE STORM, LP 57,891.00 133445 MAXIMUM SIGN CO.225.00 133465 STK ARCHITECTURE, INC.1,235.00 133475 WEST COAST ARBORISTS, INC.442.00 133477 Z BEST GODY & PAINT SHOPS, INC.1,423.25 GRAND TOTAL 255,980.55$ Exhibit B 1 of 1 Text File City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: ID# 17-665 Agenda Date: 5/16/2018 Status: Approval FinalVersion: 1 File Type: InvestmentsIn Control: Oversight Board Agenda Number: 2) Page 1 City of Lake Elsinore Printed on 5/11/2018 REPORT TO OVERSIGHT BOARD TOTHE SUCCESSOR AGENCY OFTHE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE To:Chairperson Kelley and Members of the Oversight Board From:Barbara Leibold, Successor Agency Counsel Date:May 16, 2018 Subject:InvestmentReports–December2017thru March2018 Recommendation Receive and file the Successor Agency Investment Report Summaries for December 2017 through March2018. Discussion Attached aretheInvestment ReportSummariesof Pooled Cash and Investments of the Successor Agency for December 2017 through March 2018. 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 Attachments: Investment Report Summaries–December 2017 through March 2018 BANK DEPOSITS OUTSTANDING BOOK CASH ACCOUNTS BALANCE IN TRANSIT CHECKS BALANCE Bank Accounts: General Checking Account 3,436,281$ 82,776$ (808,789)$ 2,710,268$ Cash On Hand: Cashier Drawers #1 & #2 - - - 300 City of Lake Elsinore Petty Cash Fund - - - 1,000 Total Cash Accounts 3,436,281 82,776 (808,789) 2,711,568 INVESTMENTS City Investments: City Local Agency Investment Fund 8,409,873 - - 8,409,873 City CAMP Investments: CAMP Pool Account 61,216 - - 61,216 U.S. Treasury Bond / Note 11,044,109 - - 11,044,109 Supra-National Agency Bond / Note 1,353,761 1,353,761 Municipal Bond / Note 290,464 - - 290,464 Federal Agency Collateralized Mortgage Obligation 228,595 - - 228,595 Federal Agency Bond / Note 4,682,363 - - 4,682,363 Corporate Note 7,550,944 - - 7,550,944 Certificate of Deposit 5,239,318 - - 5,239,318 Housing CAMP Investments: Housing CAMP Pool Account 17,503 - - 17,503 Housing U.S. Treasury Bond / Notes 2,016,937 - - 2,016,937 Housing Supra-National Agency Bond 225,627 225,627 Housing Municipal Bond / Notes 30,084 - - 30,084 Housing Federal Agency Collateralized Mortgage 40,958 - - 40,958 Housing Federal Agency Bond / Notes 698,143 - - 698,143 Housing Corporate Notes 1,335,963 - - 1,335,963 Housing Certificate of Deposit 799,961 - - 799,961 Successor Investments: Successor Local Agency Investment Fund 8,461,338 - - 8,461,338 Successor CAMP Investments: Successor CAMP Pool Account 18,955 - - 18,955 Successor U.S. Treasury Bond / Notes 1,965,697 - - 1,965,697 Successor Supra-National Agency Bond 250,567 250,567 Successor Municipal Bond / Notes 30,084 - - 30,084 Successor Federal Agency Collaterized Mortgage 40,958 - - 40,958 Successor Federal Agency Bond / Notes 992,568 - - 992,568 Successor Corporate Notes 1,270,638 - - 1,270,638 Successor Certificate of Deposit 799,961 - - 799,961 Sub-total Investments 57,856,583 - - 57,856,583 Market Value Adjustment: Unrealized Gain/(Loss) at 06-30-17 City (219,221) - - (219,221) Unrealized Gain/(Loss) at 06-30-17 SARDA (38,492) - - (38,492) Total Unrealized Gain/(Loss) at 06-30-17 per GASB 31 (257,713) - - (257,713) Total Investments 57,598,870 - - 57,598,870 Total Pooled Cash and Investments 61,035,151$ 82,776$ (808,789)$ 60,310,438$ TOTAL POOLED CASH AND INVESTMENTS 60,310,438$ I certify that this report accurately reflects all pooled investments and it is in conformity with the investment policy as approved by the City Council on June 13, 2017. A copy of this policy is available in the office of the City Clerk. The pooled investments shown above provide sufficient cash flow liquidity to meet the next six months estimated expenditures. Jason P. Simpson January 11, 2018 Assistant City Manager Date C I T Y O F L A K E E L S I N O R E INVESTMENT REPORT OF POOLED CASH AND INVESTMENTS AS OF DECEMBER 31, 2017 FUND NO FUND NAME AMOUNT 100 General 8,480,713$ 106 Affordable Housing In Lieu 1,593,331 107 Developer Agreement Revenue 321,653 110 State Gas Tax 966,418 112 Measure A 1,640,750 114 SB1186 CASP Education Program 9,138 115 Traffic Safety 114,853 116 City Hall-Public Works DIF 1,142,511 117 Community Center DIF 15,143 118 Lake Side Facility DIF 52,680 119 Animal Shelter DIF 65,996 121 T.R.I.P.-2014A 132 135 Lighting & Landscape Maintenance - Dist. No. 1 664,722 140 Geothermal 20,068 155 CSA152 -- N.P.D.E.S.65,265 160 PEG Grant 5,970 205 Traffic Impact Fee 4,209,738 211 Storm Drain C.I.P. 1,244,493 220 Street Lighting C.I.P.101,284 221 Quimby Park C.I.P.40,466 231 Library C.I.P. 1,790,164 232 City Fire Protection 75,329 254 Railroad Canyon Improvement Area 89-1 126,253 300 Insurance Service 241,922 320 Facilities Service 629,416 332 CFD 2006-1 Improvement Area B, Summerly 15,663 333 CFD 2015-3 Terracina 15,336 335 CFD 2003-2E Canyon Hills Improvement Area E 51,103 336 CFD 2006-1FF Summerly Improvement Area FF 24,301 337 CFD 2016-2 Canyon Hills 9,440 338 CFD 2006-1 IA-JJ Summerly Improvement Area 8,211 339 CFD 2006-1 IA-KK Summerly Improvement Area 11,711 345 CFD 2003-2 Improvement Area D, Canyon Hills 526,247 346 CFD 2014-1 Southshore 63,609 347 CFD 2006-1 Improvement Area A, Summerly 19,026 350 CFD 98-1 Summerhill 681,939 352 AD 86-1 Northwest Sewer 659,115 354 CFD 90-2 Tuscany Hills 812,637 357 CFD 2003-2 Canyon Hills Improvement Area 108,943 366 CFD 2005-6 City Center Townhomes 69,022 368 CFD 2006-2 Viscaya 94,752 C I T Y O F L A K E E L S I N O R E POOLED CASH AND INVESTMENTS BY FUND AS OF DECEMBER 31, 2017 FUND NO FUND NAME AMOUNT C I T Y O F L A K E E L S I N O R E POOLED CASH AND INVESTMENTS BY FUND AS OF DECEMBER 31, 2017 369 CFD 2004-3 Area 1 Rosetta Canyon Improvement Area 129,800 371 CFD 2005-1 Serenity 59,991 372 CFD 2005-2 Alberhill Ranch Improvement Area 80,118 374 CFD 2005-4 Lakeview Villas 51,792 375 CFD 2006-4 Clurman 15,958 376 CFD 2006-3 La Strada 9,311 377 CFD 2006-6 Tessara 9,163 378 CFD 2006-8 Running Deer Estates 46,160 384 CFD 2003-2 Area B Canyon Hills Improvement Area 206,169 385 CFD 2004-3 Area 2 Rosetta Canyon Improvement Area 345,236 386 CFD 2007-4 Mekenna Court 16,394 387 CFD 2007-5 Red Kite 68,024 388 CFD 2007-6 Holiday Inn Express 3,640 390 CFD 2003-2 Area C Canyon Hills Improvement Area 67,338 392 CFD 95-1 City Center 34,354 393 AD 93-1 Cottonwood Hills 65,407 394 CFD 2005-5 (2012A) Wasson Canyon 136,987 395 CFD 2018-1 Wasson Canyon II Improvement Area 45,000 500 Capital Improvement Plan 7,010,748 510 Successor Agency RDA Area I 4,556,395 540 Successor Area RDA Diamond Stadium 1,747,286 603 Endowment Trust - Carl Graves 968,395 604 Endowment Trust - Korn Memorial 31,445 605 Public Improvement Trust 692,764 606 Mobile Source Air Polution Reduction 245,286 608 Trust Deposit & Pre Paid Expense 4,353,511 617 Successor Agency Housing 11,224,595 620 Cost Recovery System 1,022,264 631 Lake Destratification Equipment Replacement 277,444 Total Pooled Cash & Investments 60,310,438$ Yield Purchase Date Maturity Rate 1.239%Daily 24-Hour Agency Beginning Balance Net Increase/(Decrease)Ending Balance City 10,409,873$ (2,000,000)$ 8,409,873$ Successor Agency 8,461,338$ -$ 8,461,338$ Total Investments Held with Local Agency Investment Fund:18,871,211$ (2,000,000)$ 16,871,211$ Note: Per California State Treasurer, LAIF Statute 16429.1: Separate accounts for each governmental unit shall be maintained. LAIF accounts are subject to a $65 million cap per agency. C I T Y O F L A K E E L S I N O R E LOCAL AGENCY INVESTMENT FUND TRANSACTION SUMMARY FOR THE MONTH ENDING DECEMBER 31, 2017 BANK DEPOSITS OUTSTANDING BOOK CASH ACCOUNTS BALANCE IN TRANSIT CHECKS BALANCE Bank Accounts: General Checking Account 3,551,189$ 442,447$ (289,512)$ 3,704,125$ Cash On Hand: Cashier Drawers #1 & #2 - - - 300 City of Lake Elsinore Petty Cash Fund - - - 1,000 Total Cash Accounts 3,551,189 442,447 (289,512) 3,705,425 INVESTMENTS City Investments: City Local Agency Investment Fund 26,444,165 - - 26,444,165 City CAMP Investments: CAMP Pool Account 67,412 - - 67,412 U.S. Treasury Bond / Note 11,957,366 - - 11,957,366 Supra-National Agency Bond / Note 1,353,761 1,353,761 Municipal Bond / Note 290,464 - - 290,464 Federal Agency Collateralized Mortgage Obligation 209,725 - - 209,725 Federal Agency Bond / Note 4,382,831 - - 4,382,831 Corporate Note 7,550,944 - - 7,550,944 Certificate of Deposit 4,664,318 - - 4,664,318 Housing CAMP Investments: Housing CAMP Pool Account 12,194 - - 12,194 Housing U.S. Treasury Bond / Notes 2,130,477 - - 2,130,477 Housing Supra-National Agency Bond 225,627 225,627 Housing Municipal Bond / Notes 30,084 - - 30,084 Housing Federal Agency Collateralized Mortgage 37,545 - - 37,545 Housing Federal Agency Bond / Notes 698,143 - - 698,143 Housing Corporate Notes 1,335,963 - - 1,335,963 Housing Certificate of Deposit 699,961 - - 699,961 Successor Investments: Successor Local Agency Investment Fund 8,487,026 - - 8,487,026 Successor CAMP Investments: Successor CAMP Pool Account 11,635 - - 11,635 Successor U.S. Treasury Bond / Notes 2,079,237 - - 2,079,237 Successor Supra-National Agency Bond 250,567 250,567 Successor Municipal Bond / Notes 30,084 - - 30,084 Successor Federal Agency Collaterized Mortgage 37,545 - - 37,545 Successor Federal Agency Bond / Notes 992,568 - - 992,568 Successor Corporate Notes 1,270,638 - - 1,270,638 Successor Certificate of Deposit 699,961 - - 699,961 Sub-total Investments 75,950,240 - - 75,950,240 Market Value Adjustment: Unrealized Gain/(Loss) at 06-30-17 City (219,221) - - (219,221) Unrealized Gain/(Loss) at 06-30-17 SARDA (38,492) - - (38,492) Total Unrealized Gain/(Loss) at 06-30-17 per GASB 31 (257,713) - - (257,713) Total Investments 75,692,527 - - 75,692,527 Total Pooled Cash and Investments 79,243,716$ 442,447$ (289,512)$ 79,397,951$ TOTAL POOLED CASH AND INVESTMENTS 79,397,951$ I certify that this report accurately reflects all pooled investments and it is in conformity with the investment policy as approved by the City Council on June 13, 2017. A copy of this policy is available in the office of the City Clerk. The pooled investments shown above provide sufficient cash flow liquidity to meet the next six months estimated expenditures. Jason P. Simpson February 12, 2018 Assistant City Manager Date C I T Y O F L A K E E L S I N O R E INVESTMENT REPORT OF POOLED CASH AND INVESTMENTS AS OF JANUARY 31, 2018 FUND NO FUND NAME AMOUNT 100 General 8,729,445$ 106 Affordable Housing In Lieu 1,703,258 107 Developer Agreement Revenue 343,045 110 State Gas Tax 1,015,133 112 Measure A 1,785,091 114 SB1186 CASP Education Program 8,335 116 City Hall-Public Works DIF 928,838 117 Community Center DIF 13,498 118 Lake Side Facility DIF 41,813 119 Animal Shelter DIF 67,659 121 T.R.I.P.-2014A 133 130 Lighting & Landscape Maintenance Fund - City-wide 93,642 135 Lighting & Landscape Maintenance - Dist. No. 1 918,036 140 Geothermal 20,156 155 CSA152 -- N.P.D.E.S.113,906 160 PEG Grant 5,979 205 Traffic Impact Fee 4,271,257 211 Storm Drain C.I.P. 1,253,930 220 Street Lighting C.I.P.101,672 221 Quimby Park C.I.P.47,044 231 Library C.I.P. 1,807,759 232 City Fire Protection 78,624 254 Railroad Canyon Improvement Area 89-1 126,253 300 Insurance Service 1,175,167 305 Information Systems Service 386,604 310 Support Service 12,031 320 Facilities Service 628,305 331 CFD 2006-1CC Summerly Improvement Area CC 74,462 332 CFD 2006-1 Improvement Area B, Summerly 102,052 334 CFD 2015-5 Trieste - Far West Industries 82,789 335 CFD 2003-2E Canyon Hills Improvement Area E 5,231 336 CFD 2006-1FF Summerly Improvement Area FF 117,677 337 CFD 2016-2 Canyon Hills 9,481 340 CFD 2006-1 IA-EE Summerly Improvement Area 34,836 345 CFD 2003-2 Improvement Area D, Canyon Hills 1,402,685 346 CFD 2014-1 Southshore 63,888 347 CFD 2006-1 Improvement Area A, Summerly 135,857 350 CFD 98-1 Summerhill 1,266,095 352 AD 86-1 Northwest Sewer 659,115 354 CFD 90-2 Tuscany Hills 1,681,088 357 CFD 2003-2 Canyon Hills Improvement Area 544,479 C I T Y O F L A K E E L S I N O R E POOLED CASH AND INVESTMENTS BY FUND AS OF JANUARY 31, 2018 FUND NO FUND NAME AMOUNT C I T Y O F L A K E E L S I N O R E POOLED CASH AND INVESTMENTS BY FUND AS OF JANUARY 31, 2018 366 CFD 2005-6 City Center Townhomes 193,105 368 CFD 2006-2 Viscaya 320,112 369 CFD 2004-3 Area 1 Rosetta Canyon Improvement Area 917,378 371 CFD 2005-1 Serenity 392,979 372 CFD 2005-2 Alberhill Ranch Improvement Area 797,524 374 CFD 2005-4 Lakeview Villas 56,925 375 CFD 2006-4 Clurman 20,872 376 CFD 2006-3 La Strada 8,731 377 CFD 2006-6 Tessara 19,326 378 CFD 2006-8 Running Deer Estates 51,234 384 CFD 2003-2 Area B Canyon Hills Improvement Area 1,243,900 385 CFD 2004-3 Area 2 Rosetta Canyon Improvement Area 1,225,412 386 CFD 2007-4 Mekenna Court 21,348 387 CFD 2007-5 Red Kite 75,282 388 CFD 2007-6 Holiday Inn Express 6,463 389 CFD 88-3 (2008A) West Lake Elsinore Series A 1,126,292 390 CFD 2003-2 Area C Canyon Hills Improvement Area 446,990 392 CFD 95-1 City Center 116,496 393 AD 93-1 Cottonwood Hills 808,947 394 CFD 2005-5 (2012A) Wasson Canyon 275,532 395 CFD 2018-1 Wasson Canyon II Improvement Area 45,006 500 Capital Improvement Plan 7,351,288 510 Successor To RDA Area I, II, & III 10,187,507 540 Successor To RDA Diamond Stadium 3,133,805 603 Endowment Trust - Carl Graves 973,071 604 Endowment Trust - Korn Memorial 31,583 605 Public Improvement Trust 695,800 606 Mobile Source Air Polution Reduction 246,302 608 Trust Deposit & Pre Paid Expense 4,234,744 617 Successor Agency Housing 11,241,268 620 Cost Recovery System 998,759 631 Lake Destratification Equipment Replacement 277,625 Total Pooled Cash & Investments 79,397,951$ Yield Purchase Date Maturity Rate 1.350%Daily 24-Hour Agency Beginning Balance Net Increase/(Decrease)Ending Balance City 8,409,873$ 18,034,292$ 26,444,165$ Successor Agency 8,461,338$ 25,688$ 8,487,026$ Total Investments Held with Local Agency Investment Fund:16,871,211$ 18,059,980$ 34,931,192$ Note: Per California State Treasurer, LAIF Statute 16429.1: Separate accounts for each governmental unit shall be maintained. LAIF accounts are subject to a $65 million cap per agency. C I T Y O F L A K E E L S I N O R E LOCAL AGENCY INVESTMENT FUND TRANSACTION SUMMARY FOR THE MONTH ENDING JANUARY 31, 2018 BANK DEPOSITS OUTSTANDING BOOK CASH ACCOUNTS BALANCE IN TRANSIT CHECKS BALANCE Bank Accounts: General Checking Account 1,783,553$ 56,860$ (210,282)$ 1,630,132$ Cash On Hand: Cashier Drawers #1 & #2 - - - 300 City of Lake Elsinore Petty Cash Fund - - - 1,000 Total Cash Accounts 1,783,553 56,860 (210,282) 1,631,432 INVESTMENTS City Investments: City Local Agency Investment Fund 22,444,165 - - 22,444,165 City CAMP Investments: CAMP Pool Account 192,154 - - 192,154 U.S. Treasury Bond / Note 11,511,581 - - 11,511,581 Supra-National Agency Bond / Note 1,353,761 1,353,761 Municipal Bond / Note 290,464 - - 290,464 Federal Agency Collateralized Mortgage Obligation 167,441 - - 167,441 Federal Agency Bond / Note 4,382,831 - - 4,382,831 Corporate Note 7,975,658 - - 7,975,658 Certificate of Deposit 4,664,318 - - 4,664,318 Housing CAMP Investments: Housing CAMP Pool Account 34,233 - - 34,233 Housing U.S. Treasury Bond / Notes 2,104,254 - - 2,104,254 Housing Supra-National Agency Bond 225,627 225,627 Housing Municipal Bond / Notes 30,084 - - 30,084 Housing Federal Agency Collateralized Mortgage 29,844 - - 29,844 Housing Federal Agency Bond / Notes 698,143 - - 698,143 Housing Corporate Notes 1,360,935 - - 1,360,935 Housing Certificate of Deposit 699,961 - - 699,961 Successor Investments: Successor Local Agency Investment Fund 7,487,026 - - 7,487,026 Successor CAMP Investments: Successor CAMP Pool Account 34,675 - - 34,675 Successor U.S. Treasury Bond / Notes 2,053,014 - - 2,053,014 Successor Supra-National Agency Bond 250,567 250,567 Successor Municipal Bond / Notes 30,084 - - 30,084 Successor Federal Agency Collaterized Mortgage 29,844 - - 29,844 Successor Federal Agency Bond / Notes 992,568 - - 992,568 Successor Corporate Notes 1,295,610 - - 1,295,610 Successor Certificate of Deposit 699,961 - - 699,961 Sub-total Investments 71,038,803 - - 71,038,803 Market Value Adjustment: Unrealized Gain/(Loss) at 06-30-17 City (219,221) - - (219,221) Unrealized Gain/(Loss) at 06-30-17 SARDA (38,492) - - (38,492) Total Unrealized Gain/(Loss) at 06-30-17 per GASB 31 (257,713) - - (257,713) Total Investments 70,781,090 - - 70,781,090 Total Pooled Cash and Investments 72,564,643$ 56,860$ (210,282)$ 72,412,522$ TOTAL POOLED CASH AND INVESTMENTS 72,412,522$ I certify that this report accurately reflects all pooled investments and it is in conformity with the investment policy as approved by the City Council on June 13, 2017. A copy of this policy is available in the office of the City Clerk. The pooled investments shown above provide sufficient cash flow liquidity to meet the next six months estimated expenditures. Jason P. Simpson March 13, 2018 Assistant City Manager Date C I T Y O F L A K E E L S I N O R E INVESTMENT REPORT OF POOLED CASH AND INVESTMENTS AS OF FEBRUARY 28, 2018 FUND NO FUND NAME AMOUNT 100 General 9,366,780$ 106 Affordable Housing In Lieu 1,769,959 107 Developer Agreement Revenue 343,045 110 State Gas Tax 1,085,994 112 Measure A 1,785,091 114 SB1186 CASP Education Program 9,119 115 Traffic Safety 23,286 116 City Hall-Public Works DIF 928,838 117 Community Center DIF 13,498 118 Lake Side Facility DIF 41,813 119 Animal Shelter DIF 67,659 121 T.R.I.P.-2014A 133 135 Lighting & Landscape Maintenance - Dist. No. 1 913,042 140 Geothermal 20,156 155 CSA152 -- N.P.D.E.S.113,418 160 PEG Grant 5,979 205 Traffic Impact Fee 4,301,375 211 Storm Drain C.I.P. 1,261,850 220 Street Lighting C.I.P.101,672 221 Quimby Park C.I.P.47,044 231 Library C.I.P. 1,798,455 232 City Fire Protection 78,624 254 Railroad Canyon Improvement Area 89-1 126,253 300 Insurance Service 1,193,293 305 Information Systems Service 302,818 310 Support Service 6,497 320 Facilities Service 570,453 331 CFD 2006-1CC Summerly Improvement Area CC 29,606 332 CFD 2006-1 Improvement Area B, Summerly 49,954 334 CFD 2015-5 Trieste - Far West Industries 43,332 335 CFD 2003-2E Canyon Hills Improvement Area E 4,647 336 CFD 2006-1FF Summerly Improvement Area FF 48,497 337 CFD 2016-2 Canyon Hills 9,481 340 CFD 2006-1 IA-EE Summerly Improvement Area 34,253 345 CFD 2003-2 Improvement Area D, Canyon Hills 894,696 346 CFD 2014-1 Southshore 63,888 347 CFD 2006-1 Improvement Area A, Summerly 54,411 350 CFD 98-1 Summerhill 1,001,502 352 AD 86-1 Northwest Sewer 659,115 354 CFD 90-2 Tuscany Hills 1,695,650 357 CFD 2003-2 Canyon Hills Improvement Area 321,366 C I T Y O F L A K E E L S I N O R E POOLED CASH AND INVESTMENTS BY FUND AS OF FEBRUARY 28, 2018 FUND NO FUND NAME AMOUNT C I T Y O F L A K E E L S I N O R E POOLED CASH AND INVESTMENTS BY FUND AS OF FEBRUARY 28, 2018 366 CFD 2005-6 City Center Townhomes 135,253 368 CFD 2006-2 Viscaya 205,088 369 CFD 2004-3 Area 1 Rosetta Canyon Improvement Area 436,620 371 CFD 2005-1 Serenity 211,739 372 CFD 2005-2 Alberhill Ranch Improvement Area 344,634 374 CFD 2005-4 Lakeview Villas 56,711 375 CFD 2006-4 Clurman 20,658 376 CFD 2006-3 La Strada 8,303 377 CFD 2006-6 Tessara 19,069 378 CFD 2006-8 Running Deer Estates 38,478 384 CFD 2003-2 Area B Canyon Hills Improvement Area 586,518 385 CFD 2004-3 Area 2 Rosetta Canyon Improvement Area 689,256 386 CFD 2007-4 Mekenna Court 21,091 387 CFD 2007-5 Red Kite 74,854 388 CFD 2007-6 Holiday Inn Express 6,463 389 CFD 88-3 (2008A) West Lake Elsinore Series A 999,341 390 CFD 2003-2 Area C Canyon Hills Improvement Area 149,708 392 CFD 95-1 City Center 95,863 393 AD 93-1 Cottonwood Hills 437,482 394 CFD 2005-5 (2012A) Wasson Canyon 198,192 395 CFD 2018-1 Wasson Canyon II Improvement Area 40,006 500 Capital Improvement Plan 6,345,919 510 Successor To RDA Area I, II, & III 9,172,598 540 Successor To RDA Diamond Stadium 2,328,333 603 Endowment Trust - Carl Graves 973,071 604 Endowment Trust - Korn Memorial 31,583 605 Public Improvement Trust 695,800 606 Mobile Source Air Polution Reduction 246,302 608 Trust Deposit & Pre Paid Expense 4,237,244 617 Successor Agency Housing 11,152,193 620 Cost Recovery System 989,988 631 Lake Destratification Equipment Replacement 277,625 Total Pooled Cash & Investments 72,412,522$ Yield Purchase Date Maturity Rate 1.412%Daily 24-Hour Agency Beginning Balance Net Increase/(Decrease)Ending Balance City 26,444,165$ (4,000,000)$ 22,444,165$ Successor Agency 8,487,026$ (1,000,000)$ 7,487,026$ Total Investments Held with Local Agency Investment Fund:34,931,192$ (5,000,000)$ 29,931,192$ Note: Per California State Treasurer, LAIF Statute 16429.1: Separate accounts for each governmental unit shall be maintained. LAIF accounts are subject to a $65 million cap per agency. C I T Y O F L A K E E L S I N O R E LOCAL AGENCY INVESTMENT FUND TRANSACTION SUMMARY FOR THE MONTH ENDING FEBRUARY 28, 2018 BANK DEPOSITS OUTSTANDING BOOK CASH ACCOUNTS BALANCE IN TRANSIT CHECKS BALANCE Bank Accounts: General Checking Account 2,298,649$ 23,449$ (998,616)$ 1,323,482$ Cash On Hand: Cashier Drawers #1 & #2 - - - 300 City of Lake Elsinore Petty Cash Fund - - - 1,000 Total Cash Accounts 2,298,649 23,449 (998,616) 1,324,782 INVESTMENTS City Investments: City Local Agency Investment Fund 18,644,165 - - 18,644,165 City CAMP Investments: CAMP Pool Account 100,483 - - 100,483 U.S. Treasury Bond / Note 11,206,202 - - 11,206,202 Supra-National Agency Bond / Note 1,653,536 1,653,536 Municipal Bond / Note 290,464 - - 290,464 Federal Agency Collateralized Mortgage Obligation 143,891 - - 143,891 Federal Agency Bond / Note 3,909,151 - - 3,909,151 Corporate Note 8,274,125 - - 8,274,125 Certificate of Deposit 4,964,318 - - 4,964,318 Housing CAMP Investments: Housing CAMP Pool Account 66,856 - - 66,856 Housing U.S. Treasury Bond / Notes 2,051,809 - - 2,051,809 Housing Supra-National Agency Bond 275,589 275,589 Housing Municipal Bond / Notes 30,084 - - 30,084 Housing Federal Agency Collateralized Mortgage 25,665 - - 25,665 Housing Federal Agency Bond / Notes 698,143 - - 698,143 Housing Corporate Notes 1,335,942 - - 1,335,942 Housing Certificate of Deposit 699,961 - - 699,961 Successor Investments: Successor Local Agency Investment Fund 7,487,026 - - 7,487,026 Successor CAMP Investments: Successor CAMP Pool Account 42,207 - - 42,207 Successor U.S. Treasury Bond / Notes 2,000,569 - - 2,000,569 Successor Supra-National Agency Bond 300,529 300,529 Successor Municipal Bond / Notes 30,084 - - 30,084 Successor Federal Agency Collaterized Mortgage 25,665 - - 25,665 Successor Federal Agency Bond / Notes 992,568 - - 992,568 Successor Corporate Notes 1,295,610 - - 1,295,610 Successor Certificate of Deposit 699,961 - - 699,961 Sub-total Investments 67,244,603 - - 67,244,603 Market Value Adjustment: Unrealized Gain/(Loss) at 06-30-17 City (219,221) - - (219,221) Unrealized Gain/(Loss) at 06-30-17 SARDA (38,492) - - (38,492) Total Unrealized Gain/(Loss) at 06-30-17 per GASB 31 (257,713) - - (257,713) Total Investments 66,986,890 - - 66,986,890 Total Pooled Cash and Investments 69,285,539$ 23,449$ (998,616)$ 68,311,672$ TOTAL POOLED CASH AND INVESTMENTS 68,311,672$ I certify that this report accurately reflects all pooled investments and it is in conformity with the investment policy as approved by the City Council on June 13, 2017. A copy of this policy is available in the office of the City Clerk. The pooled investments shown above provide sufficient cash flow liquidity to meet the next six months estimated expenditures. Jason P. Simpson April 10, 2018 Assistant City Manager Date C I T Y O F L A K E E L S I N O R E INVESTMENT REPORT OF POOLED CASH AND INVESTMENTS AS OF MARCH 31, 2018 FUND NO FUND NAME AMOUNT 100 General 7,923,203$ 106 Affordable Housing In Lieu 1,808,755 107 Developer Agreement Revenue 350,045 110 State Gas Tax 1,214,675 112 Measure A 1,911,619 114 SB1186 CASP Education Program 9,316 115 Traffic Safety 48,706 116 City Hall-Public Works DIF 943,400 117 Community Center DIF 23,308 118 Lake Side Facility DIF 55,835 119 Animal Shelter DIF 73,923 121 T.R.I.P.-2014A 133 135 Lighting & Landscape Maintenance - Dist. No. 1 898,348 140 Geothermal 20,156 155 CSA152 -- N.P.D.E.S.112,437 160 PEG Grant 11,801 205 Traffic Impact Fee 4,321,910 211 Storm Drain C.I.P. 1,053,401 220 Street Lighting C.I.P.101,672 221 Quimby Park C.I.P.51,844 231 Library C.I.P. 1,804,005 232 City Fire Protection 92,142 254 Railroad Canyon Improvement Area 89-1 126,253 300 Insurance Service 1,209,051 305 Information Systems Service 181,359 310 Support Service 1,296 320 Facilities Service 525,634 331 CFD 2006-1CC Summerly Improvement Area CC 29,007 332 CFD 2006-1 Improvement Area B, Summerly 49,355 334 CFD 2015-5 Trieste - Far West Industries 42,749 335 CFD 2003-2E Canyon Hills Improvement Area E 4,064 336 CFD 2006-1FF Summerly Improvement Area FF 47,913 337 CFD 2016-2 Canyon Hills 9,481 340 CFD 2006-1 IA-EE Summerly Improvement Area 33,669 345 CFD 2003-2 Improvement Area D, Canyon Hills 893,513 346 CFD 2014-1 Southshore 63,888 347 CFD 2006-1 Improvement Area A, Summerly 53,385 350 CFD 98-1 Summerhill 1,000,903 352 AD 86-1 Northwest Sewer 659,115 354 CFD 90-2 Tuscany Hills 1,546,617 357 CFD 2003-2 Canyon Hills Improvement Area 320,596 C I T Y O F L A K E E L S I N O R E POOLED CASH AND INVESTMENTS BY FUND AS OF MARCH 31, 2018 FUND NO FUND NAME AMOUNT C I T Y O F L A K E E L S I N O R E POOLED CASH AND INVESTMENTS BY FUND AS OF MARCH 31, 2018 366 CFD 2005-6 City Center Townhomes 134,825 368 CFD 2006-2 Viscaya 204,661 369 CFD 2004-3 Area 1 Rosetta Canyon Improvement Area 436,021 371 CFD 2005-1 Serenity 211,140 372 CFD 2005-2 Alberhill Ranch Improvement Area 344,035 374 CFD 2005-4 Lakeview Villas 56,497 375 CFD 2006-4 Clurman 20,444 376 CFD 2006-3 La Strada 7,876 377 CFD 2006-6 Tessara 18,812 378 CFD 2006-8 Running Deer Estates 24,978 384 CFD 2003-2 Area B Canyon Hills Improvement Area 582,664 385 CFD 2004-3 Area 2 Rosetta Canyon Improvement Area 685,557 386 CFD 2007-4 Mekenna Court 20,834 387 CFD 2007-5 Red Kite 74,427 388 CFD 2007-6 Holiday Inn Express 6,463 389 CFD 88-3 (2008A) West Lake Elsinore Series A 993,391 390 CFD 2003-2 Area C Canyon Hills Improvement Area 148,168 392 CFD 95-1 City Center 95,264 393 AD 93-1 Cottonwood Hills 435,423 394 CFD 2005-5 (2012A) Wasson Canyon 197,764 395 CFD 2018-1 Wasson Canyon II Improvement Area 24,297 500 Capital Improvement Plan 5,054,714 510 Successor To RDA Area I, II, & III 9,177,392 540 Successor To RDA Diamond Stadium 1,197,805 603 Endowment Trust - Carl Graves 973,287 604 Endowment Trust - Korn Memorial 31,583 605 Public Improvement Trust 695,800 606 Mobile Source Air Polution Reduction 264,759 608 Trust Deposit & Pre Paid Expense 4,219,642 617 Successor Agency Housing 11,065,204 620 Cost Recovery System 1,003,440 631 Lake Destratification Equipment Replacement 276,028 Total Pooled Cash & Investments 68,311,672$ Yield Purchase Date Maturity Rate 1.524%Daily 24-Hour Agency Beginning Balance Net Increase/(Decrease)Ending Balance City 22,444,165$ (3,800,000)$ 18,644,165$ Successor Agency 7,487,026$ -$ 7,487,026$ Total Investments Held with Local Agency Investment Fund:29,931,192$ (3,800,000)$ 26,131,192$ Note: Per California State Treasurer, LAIF Statute 16429.1: Separate accounts for each governmental unit shall be maintained. LAIF accounts are subject to a $65 million cap per agency. C I T Y O F L A K E E L S I N O R E LOCAL AGENCY INVESTMENT FUND TRANSACTION SUMMARY FOR THE MONTH ENDING MARCH 31, 2018 Text File City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: ID# 17-666 Agenda Date: 5/16/2018 Status: Consent AgendaVersion: 1 File Type: MinutesIn Control: Oversight Board Agenda Number: 3) Page 1 City of Lake Elsinore Printed on 5/11/2018 City of Lake Elsinore Oversight Board to the Successor Agency Special Meeting Minutes Monday, January 29, 2018 Call to Order The meeting was called to order by Chair Kelleyat 4:01 p.m.in City Hall at 130 S. Main Street, noting the absence of Member M. Williams who arrived at 4:04 p.m. Pledge of Allegiance The Pledge of Allegiance was led byMember P. Williams. Roll Call Present: Members Jeffries, Lassey, Sanchez, M. Williams, and P.Williams; Vice-Chair Tisdale and Chair Kelley Absent: None Consent Calendar It was moved by Member P. Williams, seconded by Member Lassey, and unanimously carried, to approve the Consent Calendar. 1) Warrant Lists for December 15, 2016, thru November 30, 2017–received and filed. 2) Investment Reports –December 2016 thru November 2017–received and filed. 3) Minutes of the Regular Meetings of January 23rd and September 18, 2017; and the Special Meeting of October 23, 2017–approved the minutes. Business Items 4)Loan Agreement between the City of Lake Elsinore and the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore in the Principal Amount of $159,765.00 for Administrative Costs for the ROPS 17-18Period It was moved by Member P. Williams, seconded by Vice-Chair Tisdale, and unanimously carried to, adopt the Resolution. Resolution No. 2018-001 A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING A LOAN AGREEMENT BETWEEN THE CITY AND SUCCESSOR AGENCY UNDER HEALTH AND SAFETY CODE SECTION 34173(h) 5) Fifth Amendment to Stadium Interim Management Agreement It was moved by Member Jeffries, seconded by Member P. Williams, and unanimously carried to, adopt the Resolution. Resolution No. 2018-002 A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING THE FIFTH AMENDMENT 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 6) Recognized Obligations Payment Schedule (ROPS 18-19) for July 1, 2018, through June 30, 2019– approved the schedule and adopted the Resolution. Resolution No. 2018-003 A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING THE RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS 18-19) FOR JULY 1, 2018 THROUGH JUNE 30, 2019 Staff Comments City Attorney Leibold announced the Countywide Oversight Board assumes control July 1, 2018. There will need to be another meeting of the Lake Elsinore Oversight Board prior to that transition for the disposition of 5 parcels in April. She alsostated there is a lawsuit against the State over the denial of the Housing Fund Loan (Recognized Obligations Payment ScheduleLine 20). Adjournment There being no further discussion, the meeting was adjourned at 4:16 p.m. to a Special Meeting of the Oversight Board on May 16th, at 4:00 p.m. in City Hall at 130 S. Main Street. Genie Kelley Susan M. Domen, MMC Chair Oversight Board Secretary Text File City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: OB 2018- Agenda Date: 5/16/2018 Status: Approval FinalVersion: 1 File Type: OB ResolutionIn Control: Oversight Board Agenda Number: 4) Page 1 City of Lake Elsinore Printed on 5/11/2018 REPORT TO OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCYOF THE CITY OF LAKE ELSINORE To:Chairperson Kelley and Oversight Board Members From:Barbara Leibold, Successor Agency Counsel Date:May 16,2018 SUBJECT:Transfer of Governmental Purpose Propertyto the City of Lake Elsinore in accordance with Health & Safety Code Section 34181(a) Recommendation AdoptA RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE APPROVING THE TRANSFER OF A GOVERNMENTAL PURPOSE PROPERTY TO THE CITY OF LAKE ELSINORE IN ACCORDANCE WITH HEALTH & SAFETY CODE SECTION 34181(a) Background As part of the dissolution of the former Redevelopment Agency, Health &Safety Code Section 34181 requires the Oversight Board to direct the Successor Agency totransfer ownership of assets constructed and used for a governmental purpose, such as roads, parks and parking facilities. The Successor Agency, the Oversight Board and the Department of Finance (DOF) previously approved the transfer of such governmental purpose properties held by the Successor Agency to the City of Lake Elsinore.However, DOF denied conveyance by the Successor Agency to the City of a .53 acre parcel located at the intersection of Riley and Heald (APN 374-162-036) (the “Property”). The Oversight Board previously approved the conveyance of the Property to the City as governmental purpose property because of the Mary McDonald historic landmark that is located thereon. Based on information provided by the Lake Elsinore Historical Society, Mrs. Mary Julia Ledlie McDonald commissioned Mr. Graham to drill wells in different locations of Elsinore.A fresh water well at a depth of some 200 feet was discovered on the Property. Sometime around 1931, Mrs. McDonald had a gazebo building erected to cover the water fountain and a flower garden planted around the structure. Mrs. McDonald wanted the public to freely drink from the fresh water fountain and fill their water bottles. The Mary McDonald Fountain and Building have been designated as a Riverside County Historical Landmark. Discussion In order to protect the historically significant Mary McDonald Fountain and Building, the Successor Agency proposes to divide the Property and convey to the City for governmental purposes only that portion comprising approximately 5,625 square feet that includes and is necessary for the preservation and maintenance of the historic landmark(“Governmental Purpose Portion”).The proposed division is conceptuallydepicted on the Vicinity Map (Exhibit A) to the attached Oversight Board Resolution. Approval of Transfer of Governmental Purpose Property to City May16, 2018 Page 2 The remainder portion of the Property consisting of approximately 17,775 square feet isnot essential to the preservation of the historic landmark and will be sold at fair market value. The remainder portion of the Property is zoned Medium Density Residential and could be developed as a single project or divided into two developable lots. The proposed transfer of the Governmental Purpose Portion of the Property to theCity requires Oversight Board approval.The Oversight Board’s Resolution approving the proposed 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.Following approval by DOF, the Successor Agency staff will process a formal division of the Property and prepare and record a deed conveying the Governmental Portion of the Property.The larger remainder portion of the Property will be offered for sale at appraised fair market value. Attachments: Oversight BoardResolution No. OB-2018-___ RESOLUTION NO. OB-2018-___ A RESOLUTION OFTHE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OFTHE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE APPROVING THE TRANSFER OFA GOVERNMENTAL PURPOSE PROPERTYTO THE CITY OF LAKE ELSINORE IN ACCORDANCE WITH HEALTH & SAFETY CODE SECTION34181(a) 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 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,Health &Safety Code Section 34181(a)requires the Oversight Board to direct the Successor Agency totransfer real properties constructed and used for governmental purposes to the City of Lake Elsinoreor another appropriate jurisdiction; and WHEREAS,examples of governmental purposeproperties under Health & Safety Code Section 34181(a) include roads, school buildings, parks, police and fire stations, libraries, local agency administrative buildings and parking facilities and lots dedicated solely to public parking which do not generate revenue in excess of reasonable maintenance costs; and WHEREAS,the Successor Agency holds title to certain real property (APN 374-162- 036) (the “Property”) a portion of which hasbeen identified by the Successor Agency as a governmental purpose property in accordance with applicable lawbecause of the Mary McDonald Fountain and Building historic landmarklocated thereon (the “Governmental Purpose Portion”); and WHEREAS,historical preservation is a permissible governmental function pursuant to Government Code Section 37361and other applicable lawsand is essential to protect and preserve the rich history of the City of Lake Elsinorewhich dates back to incorporation in 1888; and WHEREAS,the requirements of Health & Safety Code Section 34181(f) have been satisfied, in that the Oversight Board conducted a public meeting to consider the transfer of the Governmental Purpose Portion of the Property from the Successor Agency to the City, ten (10) days public notice of said transfer was provided, and members of the public were given an opportunity to comment on the transfer of the Governmental Purpose Portion; 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:Inaccordance with Health &Safety Code Section 34181(a), the Oversight Boardhereby approves the transfer to the City of Lake Elsinore the Governmental Purpose Portion of the Property comprising approximately 5,625 square feet which includes theMary OBResolution No. 2018-___ Page 2 McDonald Fountain and Buildingand property necessary to preserve and maintain the historic landmark as depicted in the Vicinity Map attached hereto as Exhibit A. 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 Boarddeclares 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 requestsa 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, APPROVEDAND ADOPTED by the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, California, this 16thday of May2018. Genie Kelley Chair ATTEST: __________________________________ Susan M. Domen, MMC Oversight BoardSecretary 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-2018- 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 16th day of May, 2018by the following vote: AYES: NOES: ABSTAIN: ABSENT: OBResolution No. 2018-___ Page 3 Susan M. Domen, MMC Oversight Board Secretary Attachments:Exhibit A –Concept Map Text File City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: OB 2018- Agenda Date: 5/16/2018 Status: Approval FinalVersion: 1 File Type: OB ResolutionIn Control: Oversight Board Agenda Number: 5) Page 1 City of Lake Elsinore Printed on 5/11/2018 Page 1of 3 REPORT TO OVERSIGHT BOARD TO THE SUCCESSOR AGENCYOF THE REDEVELOPMENT AGENCYOF THE CITY OF LAKE ELSINORE To:Chairperson Kelley and Oversight Board Members From:Barbara Leibold, Successor Agency Counsel Date:May 16, 2018 Subject:Approval of Transfer of Properties to the City of Lake Elsinore for Future Development Subject to Form Compensation Agreement Among Affected Taxing Entities 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 APPROVING (1) THE FORM OF A COMPENSATION AGREEMENT PURSUANT TO HEALTH & SAFETY CODE SECTION 34180(f); AND (2) TRANSFER OF CERTAIN PROPERTIES 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 todispose of real property held by the Successor Agency. Pursuant to that mandate and in accordance with Oversight Board and California Department of Finance (DOF) approval, the Successor Agency has disposed of 49 of the 57 properties that were owned by the former Redevelopment Agency at the time of dissolution. Of the eight remaining properties, two will be held by the Successor Agency pursuant to enforceable obligations and two will be offered for sale at fair market value. By separate action under another Agenda item, the Oversight Boardwill consider the conveyance of a portion of one of these properties to the City for historical preservation. By Resolution No. SA 2018-005, the Successor Agency approved conveyance of the last four parcels to the City to be held for future developmentpursuant to Health& Safety Code Section 34180(f). These four parcels (collectively, the “Properties”)are depicted on the attached Vicinity Map and more particularly described as: Parcel ID 8 –APN 373-025-007 Parcel ID 9 – APN 373-025-014 Parcel ID 10 –APN 373-025-024 Parcel ID 11 –APN 373-025-027. Transfer of Properties to City for Future Development May 16, 2018 Page 2of 3 Discussion The Properties are located in Redevelopment Project Area No. I in historic downtown Lake Elsinore within the block bounded by Main, Franklin, Ellis and Heald.The Properties are locatedin proximity to the Lake Elsinore Cultural Center and are an integral part of the Downtown Master Plan which was sponsored by the former Redevelopment Agency as the first step toward downtown revitalization. The former Redevelopment Agency’s goals and objectives for Redevelopment Project Area I included: eliminate and prevent the spread of physical blight and deterioration by promoting and encouraging immediate development of parcels in Redevelopment Project Area No. I which are substantially vacant, underutilized and/or unproductive, and encourage and foster economic revitalization, rehabilitation and growth in the Downtown/Old Town Historic District consistent with the Downtown Master Plan. The current configuration of the Properties would allow them to be combined into two developable sites; a .24 acre site on Main Street and a .34 acre site on Ellis.The possibility of creating a single larger developable site is also present given that the parcels adjacent to the Properties are vacant and unimproved.The development of these Properties would contribute to the former Redevelopment Agency’s economic development and revitalization goals for the downtown. Health & Safety Code Section 34180(f) requiresthat an approved compensation agreement (the “Compensation Agreement”) be executed by the affected taxing entities and the Cityin orderto allow for the transfer of the Propertiesto the City for ultimate disposition consistent with the Redevelopment Plan.The form of the attached Compensation Agreement is identical to form agreement approved by the Oversight Board by Resolution No. OB 2016- 003 and approved and executed byall of the affected taxing entities in connection with the prior conveyance of properties to the City to be held for future development. The Compensation Agreement sets forth how proceeds from the sale of the Properties for private development will be distributed to the taxing entities.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. Transfer of Properties to City for Future Development May 16, 2018 Page 3of 3 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% The attached Oversight Board Resolution approves and authorizes the Successor Agency, upon full execution of the Compensation Agreement by the Taxing Entities, to convey the Properties to the City pursuant to Health & SafetyCode section 34181(a). 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: Vicinity Map Resolution No. OB2018-0 Exhibit A -Form Compensation Agreement RESOLUTION NO. OB2018- _ A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE APPROVING (1) THE FORM OF A COMPENSATION AGREEMENT PURSUANT TO HEALTH &SAFETY CODE SECTION 34180(f); AND (2) TRANSFER OF CERTAIN PROPERTIES 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 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,the Successor Agencyis the owner of certain real propertieslocated in the historic downtown ofthe City of Lake Elsinore (“City”) on Main Street and Ellis Street and more particularly described as Assessor Parcel Numbers 373-025-007, 373-025-014, 373-025-024, and 373-025-027(collectively, “Properties”); 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 CaliforniaSupreme 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 Propertieswas transferred to the Successor Agency for disposition in accordance with the Dissolution Law; and WHEREAS,applicable law permits the Propertiesto be conveyed by the Successor Agency to the Cityfor 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 Properties. Such agreement is entitled “Compensation Agreement Pursuant to Health &Safety Code 34180(f) Regarding Successor Agency Transfer of Property to the City of Lake Elsinore”(“Compensation Agreement”) and is attached hereto and incorporated herein 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, CALIFORNIADOES HEREBY RESOLVEAS FOLLOWS: SECTION 1:The Recitals set forth above are true and correct and incorporated herein by reference. OBResolution No. 2018- _ Page 2 SECTION 2:The Oversight Board hereby approvesthe form of the Compensation Agreement in substantially the form attached hereto as Exhibit A. SECTION 3:Upon full execution of the Compensation Agreement by the Taxing Entities and the City, the Oversight Board authorizes the Successor Agency to convey the Properties to the City and to take any other action and execute any documents as may be necessary to implement the conveyance of the Properties to the City, pursuant to Health and Safety Code section 34181, subdivision (a). 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, APPROVEDAND ADOPTED by the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, California, this 16thday of May, 2018. Genie Kelley Chair ATTEST: Susan M. Domen, MMC Oversight BoardSecretary OBResolution No. 2018- _ Page 3 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 2018-______ was adopted to the Oversight Board to the Successor Agency of the Redevelopment Agency of theCity of Lake Elsinore, California, at the regular meeting of _________, and that the same was adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: Susan M. Domen, MMC Oversight BoardSecretary Attachment:Exhibit A –Compensation Agreement EXHIBIT A COMPENSATIONAGREEMENT [See Attached] 9 8 11 10 EL L I S MA I N FRANK L I N HEALD Sources: City of Lake Elsinore, County of Riverside City of Lake Elsinore Aerial View RDA Owned Properties´00.0060.003Miles IDs 8 - 11 COMPENSATIONAGREEMENT PURSUANTTO HEALTHAND SAFETYCODESECTION 34180(f)FORLAKEELSINORE SUCCESSORAGENCYTRANSFEROFPROPERTIESTO CITY OFLAKEELSINORE FORFUTUREREDEVELOPMENT ACTIVITY ThisAgreement,datedforreferencepurposesasof ,2018is enteredintobyandamongtheCityof LakeElsinore,theCountyofRiverside,the RiversideCountyLibrarySystem,theCountyofRiversideFloodControlandWater ConservationDistrict,theCountyofRiversideFireDepartment,theRiversideCounty OfficeofEducation,theRiversideCounty ParksDistrict,Mt.SanJacintoCollege, ElsinoreValleyCemeteryDistrict,ElsinoreValleyMunicipalWaterDistrict,Western MunicipalWaterDistrictofRiversideCounty,andtheLakeElsinoreUnifiedSchool District,onthebasisofthefollowingfacts,understandings,and intentionsof the Parties: RECITALS A.TheseRecitalsrefertoandutilizecertaincapitalizedtermswhichare definedinSection1ofthisAgreement.ThePartiesintendtorefertothosedefinitionsin connectionwith theuse thereof in this Agreement. B.PursuanttotheRedevelopmentDissolutionStatutes,theFormerRDAwas dissolvedasofFebruary1,2012,andtheSuccessorAgencybecameresponsiblefor payingitsenforceableobligations,disposingofitspropertiesandotherassets,and unwindingthe affairsoftheFormerRDA. C.Accordingly,ownershipoftheFormerRDA’sPropertiesthathadbeen acquiredtoimplementtheRedevelopmentPlansoftheFormerRDAtransferredtothe SuccessorAgencyfordispositioninaccordancewiththeRedevelopmentDissolution Statutes. D.TheSuccessorAgencyreceiveda“FindingofCompletion”fromDOFon April26,2013,confirmingthattheSuccessorAgencyhadmade specifiedrequired paymentsundertheRedevelopmentDissolutionStatutes,andentitlingtheSuccessor AgencytoprepareandsubmitaLong-RangePropertyManagementPlan(the“LRPMP”, asfurtherdefinedin Section 1) to theOversightBoardandtheDOFforapproval. E.TheSuccessorAgencyinitiallypreparedandobtainedOversightBoard approvalofitsLRPMPinOctober2013,callingforcertainPropertiestobetransferred bytheSuccessorAgencytotheCityforfuturedispositionbytheCityanddevelopment byselectedDevelopers to implementprojectsidentifiedin theRedevelopmentPlan. F.NotwithstandingthetimelysubmittaloftheLRPMP,theLRPMPwasnot approvedbyDecember31,2015,thestatutorydeadlinefor approvalofaLRPMP. Accordingly,inJanuary2016,DOFissuedaletterspecifyingthattheSuccessorAgency must dispose of its Properties in accordancewith HealthandsafetyCode Sections 2TaxEnt.CompensationAgt050818 34177(e)and34181(a).SinceJanuary,theSuccessorAgency,theOversightBoardand DOFhaveapprovedtransferofeachofthepropertiesdescribedhereintotheCityfor future development. G.ForpropertiestobetransferredtotheCityforfuturedevelopment,Health &SafetyCodeSectionCode34180(f)requiresexecutionofacompensationagreement amongtheCityandtheTaxingEntitiesprovidingforspecifiedproceedsoftheCity’s subsequentdispositionofthepropertiestobedistributedtotheTaxingEntitiesin accordance with theirproportional sharesof thebasepropertytaxrevenues. H.CityandtheTaxingEntitiesdesiretoenterintothisAgreementtoprovide forthedistributionofnetproceedsuponthesaleofthepropertiestransferredtotheCity forfuturedevelopment. I.ThePartiesdesireto enter into this Agreementtoprovide fortheexecution ofanappropriatecompensationagreementinaccordancewithHealthandSafetyCode Section34180(f). NOW, THEREFORE,the Partiesagree asfollows: Section1. Definitions.Thefollowingdefinitions shall apply in this Agreement: (a)“Agreement”meansthisCompensationAgreementPursuantTo HealthandSafetyCodeSection34180(f)RegardingLakeElsinoreSuccessorAgency TransferofPropertiestoCityofLakeElsinoreForFutureRedevelopmentActivity,as maybeamendedfromtime to time. (b)“ApplicableFiscalYear”meanseachFiscalYearoftheCityin whichtheCityreceivesInterimMunicipalUseAnnualOperatingProceedsfroman InterimMunicipalUseofoneormoreoftheProperties,asmorefullydescribedin Section7. (c)“ApplicableShares”has the meaninggivenin Section 6(a). Controller. (d)“Auditor-Controller”means the Riverside County Auditor- (e)“City” means theCityofLake Elsinore. (f)“DDA”means,withrespecttoeachProperty,thedispositionand developmentagreementbetweenthe CityandaDeveloperforthat Property. (g)“Developer”means,with respecttoeachProperty,the developerto whichthe Citydisposesofthat Propertypursuantto a DDA. (h)“DispositionProceeds”means,withrespecttoeachProperty,the grosspurchasepriceandothercompensation,ifany,actuallyreceivedbytheCityfrom 3TaxEnt.CompensationAgt050818 theDeveloperinconsiderationforthedispositionofthePropertypursuanttotheDDA, lessthesumoftheCity’sactualcostsforthefollowingitems(butonlytotheextentpaid fromCityfundsandnotfromfundsprovidedbytheSuccessorAgency,aDeveloper,or anotherseparateentity),eachtobedocumentedinreasonabledetailintheDisposition ProceedsStatementfor theProperty: (1)theCity’sactual,reasonablecostsfornormalmaintenance, managementandinsuranceoftheapplicablePropertyfromthedatethePropertyis transferredbytheSuccessorAgencytotheCitypursuanttoSection4tothedatethe Propertyis disposed ofbythe Cityto theDeveloperpursuantto the DDA;plus (2)theCity’sactualcostsofanycapitalimprovementsor repairstomaintainthePropertyinasafeandlawfulconditionincurredfromthedatethe PropertyistransferredbytheSuccessorAgencytotheCitypursuanttoSection4tothe datethePropertyis disposed of bythe Cityto theDeveloperpursuant to the DDA; (3)theCity’sactualcostsofsitepreparation,including hazardousmaterialsremediationandpollutionlegalliabilityinsurancepremiums,ifany, requiredtobepaidbytheCityundertheDDAfortheapplicablePropertytopreparethe Propertyfordisposition; plus (4)theCity’sactual,reasonablecoststopaythirdparty vendorsforappraisal,legal,realestateconsultantandmarketing,titlecompany,title insuranceandothercostsrelatedtoDeveloperselection,DDApreparationandapproval, andclosing costsfor disposition of theProperty;plus (5)anybroker’scommissionspayablebytheCitypursuantto the DDA for theProperty. (i)“DispositionProceedsReceiptDate”means,withrespecttoeach Property,thedateonwhichtheCityreceivestheproceedsfromthedispositionofthat Propertyto theDeveloper pursuantto theDDA. (j)“DispositionProceedsStatement”means,withrespecttoeach Property,thestatementpreparedbytheCityanddeliveredtotheTaxingEntitiesin accordance with Section5(b). (k)“DOF” meanstheCaliforniaDepartmentof Finance. (l)“Effective Date”hasthemeaninggivenin Section2. (m)“ERAF”meanstheEducationalRevenueAugmentationFund maintainedbytheAuditor-Controller. (n)“FiscalYear”meansthefiscalyearoftheCityineffectfromtime totime.The currentFiscalYearperiodoftheCitycommencesonJuly1of eachcalendar yearandendson the followingJune30. 4TaxEnt.CompensationAgt050818 Lake Elsinore. (o)“FormerRDA”meanstheRedevelopmentAgencyoftheCityof (p)“InterimMunicipalUse”meansaninterimusebytheCityofa Property,suchasforpocketparks,landscapefeatures,busshelters,parkinglotsavailable forcommunityevents,and otherssimilaruses. (q)“InterimMunicipalUseAnnualOperatingProceeds”means,for eachApplicableFiscalYear,thegrossrevenueactuallyreceivedbytheCityfromInterim MunicipalUseoftheProperties,asdocumentedinreasonabledetailintheOperating ProceedsStatementfor theApplicableFiscalYear. (r)“LRPMP”meanstheLong-RangePropertyManagementPlanof the SuccessorAgency. (s)“OperatingProceedsStatement”means,withrespecttoeach ApplicableFiscalYear,thestatementpreparedbytheCityanddeliveredtotheTaxing Entities in accordance with Section7(c). (t)“OversightBoard”meanstheSuccessorAgency’soversightboard established andactinginaccordancewith theRedevelopmentDissolution Statutes. (u)“Parties”meansallofthepartiestothisAgreementassetforthin the openingparagraphofthis Agreement.“Party”meansoneof thePartiesindividually. (v)“Properties”meancollectively,thefollowingfourparcelsofreal propertythatareownedbytheSuccessorAgencyandthataresubjecttothetermsofthis Agreement: (1)“Property 1”:anapproximately .17 acre property located at Ellis Street betweenFranklin and Heald in the HistoricDowntown of the City of Lake Elsinore identifiedasAPN373-025-007; (2)“Property2”:“Property 1”:anapproximately .17 acre property located atEllis Street betweenFranklin and Heald in the HistoricDowntown of the City of Lake Elsinore identifiedasAPN373-025-027; (3)“Property3”:anapproximately.21acrepropertylocated onMainStreetbetweenbetweenFranklin and Heald in the HistoricDowntown of the City of Lake Elsinore identifiedasAPN373-025-014; and (4)“Property 4”: an approximately .03acre property located on Main Street between between Franklin and Heald in the Historic Downtown of the City of Lake Elsinore identified as APN 373-025-024. Eachof the above Properties is referredto individuallyasa “Property”. (w)“RedevelopmentDissolutionStatutes”meanscollectivelyABxl26 enactedin June2011, asamendedto date. 5TaxEnt.CompensationAgt050818 (x)“RedevelopmentPlan”meanstheConsolidatedAmendedand RestatedRedevelopmentPlanfor theLakeElsinoreMergedRedevelopmentProject adoptedbythe CityCouncil of theCitybyOrdinance No. 5-2010 on March16, 2010. (y)“SuccessorAgency”meanstheSuccessorAgencyofthe RedevelopmentAgencyofthe CityofLake Elsinore”. (z)“TaxingEntities”means,collectively,thefollowingentitiesthat compriseaffectedtaxingentitiesfor purposesoftheRedevelopmentDissolutionStatutes: theCountyofRiverside,theRiversideCountyLibrarySystem,theCountyofRiverside FloodControlandWaterConservationDistrict,theCountyofRiversideFire Department,theRiversideCountyOfficeofEducation,theRiversideCountyParks District,Mt.SanJacintoCollege,ElsinoreValleyCemeteryDistrict,ElsinoreValley MunicipalWaterDistrict,WesternMunicipalWaterDistrictofRiversideCounty,and theLakeElsinoreUnifiedSchoolDistrict. Section2.Effectivenessof Agreement.This Agreementshall become effective onlyupon satisfactionofthe followingconditions: (a)ApprovalofthisAgreementbytheCityanddirectionbytheCity CounciltoexecuteandimplementthisAgreementpursuanttoHealthandSafetyCode Section34180(f)(the“CityAction”); and (b)ApprovalbytheOversightBoardoftransferofthePropertiesto the Cityforfuturedevelopmentupon executionofthis Agreement; (c)NotificationtoDOFoftheOversightBoardactionandapprovalby DOFoftheOversightBoardactioninaccordancewiththeprovisionsofHealthand SafetyCodeSection34179(h); and (d)Signature ofthis Agreementbyeachoftheparties hereto. PromptlyfollowingtheeffectivenessofthisAgreement,theCityandthe SuccessorAgencyshalltransmitnoticetoalltheotherPartiesthattheAgreementis effective andspecifyingthedatetheAgreementbecameeffective (the“Effective Date”). Section3.SignatoriesWith RespectTo CertainFunds. (a)FloodControlDistrictFunds.TheCountyofRiversideFlood ControlandWaterConservationDistrict(the“FloodControlDistrict”)administersthe followingspecialfunds,and,inadditiontoenteringintothisAgreementfortheFlood ControlDistrictitself,isauthorizedto,andhasenteredintoandexecutedthisAgreement on behalfofthefollowing: FloodControlAdministration;and FloodControl Zone3. 6TaxEnt.CompensationAgt050818 (b)CountySuperintendentFunds.TheWesternMunicipalWater DistrictofRiversideCountyadministersthefollowingspecialfunds,and,inadditionto entering intothisAgreementfor itself,isauthorizedto,andhasenteredintoandexecuted this Agreementon behalfof thefollowing: WESTERN MUNICIPALWATER; and WESTERN MUNICIPALWATER 1ST FRINGE. (c)LakeElsinoreUnifiedSchoolDistrict.TheLakeElsinoreUnified SchoolDistrictadministersthefollowingspecialfunds,and,inadditiontoenteringinto thisAgreementforitself,isauthorizedto,andhasenteredintoandexecutedthis Agreementon behalf ofthefollowing: LAKEELSINOREUNIFIED SCHOOLDISTRICT; and ELSINOREAREA ELEMENTARYSCHOOLFUND. Section4. ConveyanceofPropertiesTo City.Promptly following the EffectiveDate,andinconsiderationforthedistributionstotheTaxingEntitiesbythe CitythroughtheAuditor-ControllersetforthinSection6,theSuccessorAgencyshall convey,andtheCityshallaccept,alloftheinterestinandtothe Properties(subjecttothe specialprovisionsregardingtheconveyanceoftheProperties).TheSuccessorAgency shallconveythePropertiesbygrantdeedinformreasonablyacceptabletotheSuccessor AgencyandtheCity. Section5. Disposition ofPropertiesByCity. Within a timeframedetermined bytheCitytoyieldafinanciallyfeasibleandmarketabledevelopment,theCityshalluse diligentgoodfaitheffortstoselectaDeveloperforeachProperty,negotiateandobtain approvalandexecutionoftheDDAforeachProperty,anddisposeofeachPropertyto theDeveloperinaccordancewiththeapplicableDDA.CityshallobtaintheDisposition ProceedsfordistributionthroughtheAuditor-ControllertotheTaxingEntitiespursuant toSection6andtoenabledevelopmentofeachPropertyinaccordancewiththe RedevelopmentPlan.AsrequiredbyGovernmentCodeSection52201,thepurchase pricepayabletotheCityforeachPropertyundertheapplicableDDAshallbeanamount thatisdeterminedtobenotlessthantheProperty’sfairmarketvalueathighestandbest use,ortheProperty’sfairreusevalueattheuseandwiththecovenantsandconditions anddevelopmentcosts authorized bythe applicable DDA. BynotlaterthanthedateoffirstpublishednoticeoftheCityCouncilpublic hearingfortheapplicableDDA(the“DDAPublicHearingNotice”),theCityshall provideeachTaxing Entitywithacopyof theDDAPublicHearingNotice(including the date,timeandlocationofthepublichearingandthelocationatwhichtheproposedDDA maybeinspectedandcopied),andastatementsettingforththeproposedpurchaseprice to be paidto the Cityunder theproposed DDA. UpontheexecutionoftheDDAforeachProperty,theCityshalltransmitacopy ofthe executedDDA to the otherParties. 7TaxEnt.CompensationAgt050818 Section6.Compensation To Taxing Entities Related To Disposition Proceeds. (a)DistributionofDispositionProceeds.Withinfifteen(15)days aftertheDispositionProceedsReceiptDatewithrespecttoeachProperty,theCityshall remittheDispositionProceedsforthatPropertytotheAuditor-Controllerforsubsequent distributionbytheAuditor-ControlleramongtheTaxingEntitiesinproportiontotheir sharesofthebasepropertytax(the“ApplicableShares”),asdeterminedbytheAuditor- ControllerpursuanttoHealthandSafetyCodeSection34188.TheattachedExhibitB shows,forillustrativepurposesonly,theApplicableSharesoftheTaxingEntitiesthat wouldhaveappliedtoadistributionunderthisSection6hadthedistributionbeenmade onJune1,2016,as provided bytheAuditor•Controller. (b)AccountingRequirements.Atthetimeofeachdistribution pursuanttosubsection(a),theCityshallprovidetotheTaxingEntitiesandtheAuditor- Controllerastatementpreparedinaccordancewithsoundaccountingpracticethat providestheCity’scalculationoftheDispositionProceeds(the“DispositionProceeds Statement”).The Cityshallkeepcomplete,accurateandappropriatebooksandrecordsof itscalculationoftheDispositionProceedswithrespecttoeachdistribution.TheAuditor- Controllershallhavetheright,onbehalfoftheTaxingEntitiesanduponreasonable writtennoticetoCity,toauditandexaminesuchbooks,recordsanddocumentsandother relevantitemsinthepossessionofCity,butonlytotheextentnecessaryforaproper determinationofDisposition Proceeds. Section7.CompensationToTaxingEntitiesRelatedToInterimMunicipal UseAnnualOperatingProceeds. (a)Applicability.TheprovisionsofthisSection7shallapplyforeach FiscalYearinwhichoneormoreofthePropertiesisusedforanInterimMunicipalUse andgeneratesInterimMunicipalUseAnnualOperatingProceedstotheCity(each,an “ApplicableFiscalYear”).NothinginthisAgreementshallobligatetheCitytocharge anyfeesorotheramountsortocollectanyrevenueswithrespecttoanInterimMunicipal Useof anyoftheProperties. (b)DistributionofInterimMunicipalUseAnnualOperatingProceeds. Withinninety(90)daysaftertheendofeachApplicableFiscalYear,theCityshallremit theInterimMunicipalUseAnnualOperatingProceedsforthatApplicableFiscalYearto theAuditor-ControllerforsubsequentdistributionbytheAuditor-Controlleramongthe TaxingEntitiesinproportiontotheirApplicableShares,asdeterminedbytheAuditor- ControllerpursuanttoHealthandSafetyCodeSection34188.TheattachedExhibitB shows,forillustrativepurposesonly,theApplicableSharesoftheTaxingEntitiesthat wouldhaveappliedtoadistributionunderthisSection7hadthedistributionbeenmade on January1, 2014, asprovided bytheAuditor-Controller. (c)AccountingRequirements.Atthetimeofeachdistribution pursuanttosubsection(a),theCityshallprovidetotheTaxingEntitiesandtheAuditor- Controllera statementpreparedin accordance with sound accountingpractice that 8TaxEnt.CompensationAgt050818 providestheCity’scalculationoftheInterimMunicipalUseAnnualOperatingProceeds (the“OperatingProceedsStatement”).TheCityshallkeepcomplete,accurateand appropriatebooksandrecordsofitscalculationoftheInterimMunicipalUseAnnual OperatingProceedswithrespecttoeachdistribution.TheAuditor-Controllershallhave theright,onbehalfoftheTaxingEntitiesanduponreasonablewrittennoticetoCity,to auditandexaminesuchbooks,recordsanddocumentsandotherrelevantitemsinthe possessionofCity,butonlytotheextentnecessaryforaproperdeterminationofthe InterimMunicipalUseAnnual OperatingProceeds. Section8.TermofAgreement:EarlyTermination. (a)Term.ThetermofthisAgreementshallcommenceonthe EffectiveDateand,unlesssoonerterminatedasotherwiseprovidedinthisAgreement, shallexpireuponthedistributionbytheCityofallamountsowedtotheTaxingEntities underthis Agreement. (b)EarlyTermination.Notwithstandinganyotherprovisionofthis Agreement,aPartymayterminatethisAgreementuponwrittennoticetotheother Parties ifacourtorder,legislation,orDOFpolicyreversesDOF’sdirectiveregardingtheneed forthisAgreementandthepaymentofcompensationbytheCitypursuanttoHealthand SafetyCodeSection34180(1)(an“EarlyTermination”).AnEarlyTerminationshall becomeeffectivefive(5)daysaftertheterminatingPartydeliverstherequirednoticeto theotherPartiesinaccordancewithSection9(a).UponeffectivenessofanEarly Termination,noPartyshallhaveanyfurtherrightsorobligationsunderthisAgreement, andtheCitymayretaintheDispositionProceedsfromthedispositionofanyPropertyfor whichtheCityhasnotyetreceivedtheDispositionProceedsasoftheeffectivedateof theEarlyTermination,andmayretainanyInterimMunicipalUseAnnualOperating ProceedsforwhichtheCitywasnotrequiredtomakethedistributiontotheTaxing Entities asof theeffective dateof the EarlyTermination;provided,however,thattheCity shallhavenorighttorecoveranyDispositionProceedsoranyInterimMunicipalUse AnnualOperatingProceedsfromanyTaxingEntitythatweredistributedbytheCity priorto theeffective dateof theEarlyTermination. Section9.MiscellaneousProvisions. (a)Notices.Allnotices,statements,orothercommunicationsmade pursuanttothisAgreementtoanotherPartyorPartiesshallbeinwriting,andshallbe sufficientlygivenandserveduponthePartyifsentby(1)UnitedStatescertifiedmail, returnreceiptrequested,postageprepaid,or(2)nationallyrecognizedovernightcourier, withchargesprepaidorchargedtosender’saccount,andaddressedtotheapplicable PartyinthemannerspecifiedintheattachedExhibitA.AnyPartymaychangeits addressfornoticepurposesbywrittennoticetotheotherPartiespreparedanddelivered in accordancewith theprovisions of this Section9(a). (b)NoThirdPartyBeneficiaries.Nopersonorentityotherthanthe Partiesandtheirpermittedsuccessorsandassigns,shallhaveanyrightofactionunder this Agreement. 9TaxEnt.CompensationAgt050818 (c)LitigationRegardingAgreement.Intheeventlitigationisinitiated attacking thevalidityofthisAgreement,eachPartyshallingoodfaithdefendandseekto uphold theAgreement. (d)StateLaw;Venue.ThisAgreement,andtherightsandobligations ofthePartieshereto,shallbeconstruedandenforcedinaccordancewiththelawsofthe StateofCalifornia.AnyactiontoenforceorinterpretthisAgreementshallbefiledand heardintheSuperiorCourtofRiversideCounty,CaliforniaorintheFederalDistrict Court for theNorthernDistrictofCalifornia. (e)Attorneys’Fees.InanyactionwhichaPartybringstoenforceits rightshereunder,theunsuccessfulPartyorPartiesshallpayallcostsincurredbythe prevailingparty, includingreasonableattorneys’fees. (f)EntireAgreement;Amendment.ThisAgreementconstitutesthe entireandintegratedagreementofthePartiesandsupersedesallpriornegotiations, representations,oragreements,eitherwrittenororal.ThisAgreementmaybemodified onlyinwritingandonlyifsignedbyallofthePartiesandapprovedbytheOversight BoardandtheDOF,exceptasotherwiseprovidedbelow.If,atthetimeofaproposed amendmentofthisAgreement,theSuccessorAgencyandtheOversightBoardhavebeen terminatedinaccordancewiththeapplicableprovisionsofthe Redevelopment DissolutionStatutes,thentheproposedamendmentshallnotrequireexecutionbythe terminatedSuccessorAgencyorapprovalbytheterminatedOversightBoard.Inthat event,toobtaintheapprovaloftheDOFforsuchproposedamendment,theCityshall transmittheproposedamendmenttotheDOFonbehalfoftheremaining Partiesandseek the timelyapprovalbythe DOFforsuchamendment. (g)Counterparts.ThisAgreementmaybeexecutedincounterparts, eachofwhichshallbedeemedanoriginal,butallofwhichtogethershallconstituteone andthesameagreement.Thesignaturepageofanycounterpartmaybedetached therefromwithoutimpairingthelegaleffectofthesignature(s)thereon,providedsuch signaturepageisattachedtoanyothercounterpartidenticaltheretohavingadditional signaturepagesexecutedbytheotherParties.Anyexecutedcounterpartofthis AgreementmaybedeliveredtotheotherPartiesbyfacsimileandshallbedeemedas bindingasif anoriginallysignedcounterpartwasdelivered. (h)Non-Waiver.Nowaiverofabreach,failureofanycondition,or anyrightorremedycontainedinorgrantedbytheprovisionsofthisAgreementwillbe effective unless it is in writingandsignedbythewaivingParties. (i)NoPartnership.NothingcontainedinthisAgreementshallbe construedtoconstituteanyPartyasapartner,employee,jointventurer,oragentofany otherParty. (j)Ambiguities.Anyruleofconstructiontotheeffect that ambiguitiesare to be resolved againstthe draftingpartydoesnot applyin interpretingthis Agreement. 10TaxEnt.CompensationAgt050818 (k)Exhibits.Thefollowingexhibitsareincorporatedinthis Agreementbyreference: ExhibitA:Listof Addressesfor NoticePurposes ExhibitB:TaxingEntities ApplicableSharesofPropertyTaxes (l)Severability.Ifanyterm,provision,orcondition ofthis Agreementisheldbyacourtofcompetentjurisdictiontobeinvalidorunenforceable,the remainderofthisAgreementshallcontinueinfullforceandeffectunlessanessential purpose of this Agreementis defeatedbysuchinvalidityor unenforceability. (m)ActionorApproval.Wheneveractionand/orapprovalby theCity isrequiredunderthisAgreement,theCityManagerorhisorherdesigneemayacton and/orapprovesuchmatterunlessspecificallyprovidedotherwise,orunlesstheCity Managerdeterminesinhisorherdiscretionthatsuchactionorapprovalrequiresreferral to theCityCouncilfor consideration. INWITNESSWHEREOF,thePartiesheretohaveexecutedthisAgreementasof the datessetforthin theopeningparagraphofthis Agreement. SIGNATUREPAGES FOLLOW: TaxEnt.CompensationAgt050818 CITY OFLAKEELSINORE Dated:By: Natasha Johnson,Mayor APPROVEDASTO FORM: LEIBOLDMCCLENDON&MANN, P.C. By: BarbaraLeibold,CityAttorney COUNTYOFRIVERSIDE Dated:By: Its: RIVERSIDECOUNTYLIBRARY SYSTEM Dated:By: Its: RIVERSIDECOUNTYFIRE DEPARTMENT Dated:By: Its: LAKEELSINORE UNIFIED SCHOOL DISTRICT Dated:By: Its: TaxEnt.CompensationAgt050818 MT.SANJACINTOCOLLEGE Dated:By: Its: RIVERSIDECOUNTYOFFICEOF EDUCATION Dated:By: Its: RIVERSIDECOUNTYPARKS DISTRICT Dated:By: Its: RIVERSIDECO. FLOODCTRL.& WATER CONSERVATION DISTRICT Dated:By: Its: TaxEnt.CompensationAgt050818 ELSINORE VALLEYCEMETERY DISTRICT Dated:By: Its: ELSINORE VALLEYMUNICIPAL WATER DISTRICT Dated:By: Its: WESTERNMUNICIPALWATER DISTRICT OFRIVERSIDE COUNTY Dated:By: Its: EXHIBITA Page1 TaxEnt.CompensationAgt050818 EXHIBITA Mr. Paul Angulo,Auditor-Controller RiversideCounty Auditor-Controller'sOffice 4080LemonSt, 11th floor Riverside,CA 92502-0868 Mr. Rob Field,Asst. Co. Exec.Officer/EconomicDevelopmentAgency RiversideCountyLibrarySystem EDA,CulturalServices 3403 10th Street,Suite400 Riverside,CA 92501 Mr. John R. Hawkins,FireChief RiversideCountyFire Department AdministrationandOperations 210 W. SanJacinto Avenue Perris,CA 92570 Mr. GrantYates, CityManager Cityof LakeElsinore CityAdministration 130 South Main Street Lake Elsinore,CA 92530 Mr. Doug Kimberly,Ed.D., Superintendent Lake ElsinoreUnified School District Office ofSuperintendent 545 ChaneyStreet Lake Elsinore,CA 92530-2723 Mr. RogerW. Schultz, Superintendent/President Mt. SanJacinto College Administration 1499 NorthStateStreet SanJacinto, CA 92583-2399 EXHIBITA Page2 TaxEnt.CompensationAgt050818 Ms.JudyD.White,Ed.D., Superintendent Riverside CountyOfficeofEducation OfficeofSuperintendent 3939 Thirteenth Street Riverside, CA 92501 Mr. Scott Bangle,GeneralManager RiversideCountyParksDistrict Executive Team 4600 Crestmore Road Riverside,CA 92509-6858 Jason E. Uhley, General Mgr.-ChiefEngineerRiverside Co. Flood Ctrl. &WaterConservationDistrictOffice 1995 Market Street Riverside, CA 92501 Ms. DeniceEnochs, DistrictManager ElsinoreValleyCemeteryDistrict DistrictOffice 18170 CollierAvenue Lake Elsinore,CA 92530 Mr.John D.Vega,General Manager Elsinore Valley Municipal Water District Administration 31315 Chaney Street Lake Elsinore,CA 92531 Mr. John V. Rossi, GeneralManager WesternMunicipalWaterDistrictof Riverside County Management 14205 Meridian Parkway Riverside, CA92518 EXHIBITB ILLUSTRATIVETAXINGENTITIESAPPLICABLE SHARESOFPROPERTYTAXES Taxing Entity/Fund PropertyTax Share RiversideCountyGeneral 11.06% CountyFreeLibrary 1.20% CountyStructureFireProtection 4.89% Lake ElsinoreGeneralFund 10.17% Lake ElsinoreUnified School District 39.94% Mt. SanJacintoJunior College 4.80% ElsinoreArea ElementarySchoolFund 8.75% RiversideCountyOffice ofEducation 4.94% RiversideCo. RegionalPark &OpenSpace 0.27% FloodControlAdministration 0.20% FloodControl Zone3 2.79% ElsinoreValleyCemetery 0.83% ElsinoreValleyMunicipal Water 9.04% WesternMunicipalWater 1.08% WesternMunicipalWater1st Fringe 0.03% TaxEnt.CompensationAgt050818 EXHIBITB Text File City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org Agenda Date: 5/16/2018 Status: Approval FinalVersion: 1 File Type: OB ResolutionIn Control: Oversight Board Agenda Number: 6) Page 1 City of Lake Elsinore Printed on 5/11/2018 Page 1of 5 REPORT TO OVERSIGHT BOARD TO THE SUCCESSOR AGENCYOF THE REDEVELOPMENT AGENCYOF THE CITY OF LAKE ELSINORE To:Chairperson Kelley and Oversight Board Members From:Barbara Leibold, Successor Agency Counsel Date:May 16, 2018 Subject:Restated Fifth Amendment 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 A RESTATED FIFTH AMENDMENT 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 The former Redevelopment Agency of the City of Lake Elsinore constructed the Lake Elsinore Diamond Stadium (“Stadium”) as a redevelopment project to stimulate redevelopment activities in the “Back Basin” area of the City consistent with the Redevelopment Plan for the Rancho Laguna Redevelopment Project No. III. The Stadium site was donated to the former Redevelopment Agency in 1993 for purposes of constructing a public minor league professional baseball stadium. The terms of the land donation agreement provide that if the public Stadium use is discontinued or if the Stadium is transferred to a private ornon-governmental entity within 50 years of the donation(i.e. 2043), then the former Agency (now Successor Agency) must pay the donor the current fair market value of the “Stadium Site” and “Stadium Access Parcel.” The Stadium was completed in 1994 and has been home to the Storm minor league baseball team for 24 seasons pursuant to various license and maintenance agreements. In April 1998, the former Redevelopment Agency entered into a “Final and Fully Executed Stadium Property and Facility Lease”. TheLessee/Operator under the 1998 Agreementreported significant financial losses andabandoned the Stadium in October 2000. In the wake of that Lessee/Operator default, the Redevelopment Agency initiated litigation against the Lessee/Operator and commencednegotiations with the Storm to mitigate damages and ensure the Storm’s continued use of the Stadium. As a result of these negotiations, the Redevelopment Agency entered into certain agreements involving theoperation and maintenance of the LakeElsinore DiamondStadium, including a LicenseAgreement, a Stadium Field And Maintenance Agreement, and a ConcessionLicense Agreement (collectively, the “Stadium Operations Contracts”). Pursuantto the Stadium Operations Contracts, the Stormlicensedandmaintained the Stadium for baseball games and other Storm events. An affiliateof the Storm, Golden State Concessions and Catering, Inc. (“Golden State”),operatedthe concessionsat the Stadium.Under the Stadium Operations Contracts, the Agency’s management, operation and maintenance costs were significant and the Stadium operated at a loss requiring a significant allocation of the Agency’s tax increment annually. Fifth Amendment to Interim Stadium Management Agreement May 16, 2018 Page 2of 5 In an effort to mitigate the financial strain on the Agency and seek a more cost-effective means of Stadium operations, the Agency published a “Request For Proposals for the Operation, Lease or Purchase of Lake Elsinore Diamond Stadium” (“RFP”) in May 2005. The RFP was widely distributed, including publication in institutional baseball publications such as International Association of Assembly Managers, Stadia, and Streets & Smiths Sports Business Journal. The Agency received only one response - the Diamond Stadium Group (DSG). In 2005,the Agency commenced negotiations with DSGto undertake all of the Stadium operations, maintenance and management responsibilities. Storm LP,Golden State and DSG share common controlling ownership. Negotiationsbetween the Agency and DSG resulted in July2007 amendments to theStadium Operations Contracts and a new Stadium License, Lease and Management Agreement (the “2007 Management Agreement”). The amendments to the Stadium Operations Contracts extended the term of each of the Agreements through December 31, 2016 with extension terms through December 31, 2026. The Amendments provided that so long as the 2007 Management Agreement was in effect, the Stadium Operations Contracts were suspended, but that if the 2007 Management Agreement was terminated, then the Agency and the Storm would again be responsible for performance under the Stadium Operations Contracts. DSG fulfilled all aspects of the 2007 Management Agreementwhich reduced the Agency’sStadium-related costs. However, DSG reported annual losses under the 2007 Management Agreement. In June 2011,DSG exercisedits 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. Thetransition back to the Stadium Operations Contracts occurred soon after the dissolution of the former Redevelopment Agency under Assembly Bill x1 26 and Assembly Bill1484(together,the “Dissolution Law”)which dissolved all California redevelopment agencies effectiveFebruary 1, 2012. TheSuccessor Agency did not have the personnel, expertise or resources to satisfactorily perform its obligationsunder the Stadium Operations Contracts nor to enter into and administer individual contracts with individual contractors and vendors to perform selected maintenance, management and operations services. In order to avoid a default under the Stadium Operations Contracts and provide for the efficient and cost effective management, maintenance and operation of the Stadium, the Successor Agency entered into the Stadium Interim Management Agreement on December 11, 2012for the 2013 calendar year(“Interim Agreement”). The Successor Agency and the Oversight Board found that the Interim Stadium Management Agreement was in the best interestsof the taxing entities because the Storm could provide the most efficient and cost effective management, maintenance and operation of the Stadium since it (i) was already on-site, (ii) had the institutional knowledge, Fifth Amendment to Interim Stadium Management Agreement May 16, 2018 Page 3of 5 familiarity, expertise, personnel and resources to perform, (iii) had performed the maintenance (including field maintenance) and operations services for years, and (iv) had existing relationships with vendors and contractorsto service all stadium elements. The State Department of Finance (DOF) agreed. A First Amendment to the Interim Agreement was approved in September 2013. A Second Amendment to the Interim Agreement was approved in September 2014, a Third Amendment was approved in September 2015, and a Fourth Amendment was approved in September 2016. The State Department of Finance has approved the allocation of Real Property Tax Trust Funds (RPTTF) for Stadium obligations in accordance with the Successor Agency Recognized Obligations Payment Schedules (ROPS). The Interim Agreement and the First,Second,Third and Fourth Amendments have been successfully implemented to provide for efficient and cost effective management, maintenance and operation of the Diamond Stadium. The history of the Diamond Stadium Agreements is summarized in the Attachment to this Report. Discussion In January 2018, the Successor Agency and the Oversight Board approved a Fifth Amendment to the Stadium Interim Management Agreement which provided for an initial two-year term commencing July 1, 2018 and, unless terminated early by either party, would renew automatically for up to three two-year Renewal Terms and one six-month Extension Term. The outside expiration of the Fifth Amendment ran concurrent with the expiration of the Stadium Operations Contracts on December 31, 2026. Upon review, the Department of Finance objected to the renewal terms and rejected the Fifth Amendment. Consequently,the Executive Director terminated the Fifth Amendment in accordance with the early termination provisions. The Fourth Amendment expires on June 30, 2018 and in order to provide for the continued maintenance, operation and management of the Diamond Stadium, the Successor Agency approved a Restated Fifth Amendment at is May 8, 2018 meeting. The term of the proposed Fifth Amendment commences upon expiration of the Fourth Amendment on July 1, 2018 and expires June 30, 2019. Except for the term, the provisions of the Restated Fifth Amendment mirror those of the amendment approved by the Successor Agency and the Oversight Board in January. During the Successor Agency’s Meet & Confer consultation with DOF regarding the allocation of RPTTF to the Successor Agency for Stadium obligations, DOF suggested that disposition of the Stadium to another governmental entity would not violate the Stadium Operations Contracts or the donation agreement and would be in the best interests of the taxing entities. While conveyance to another governmental entityis permissible,the Successor Agency believes that such conveyance is impractical since any disposition must be subject to the obligations of the Stadium Operations Contracts and the use restrictions of the land donation agreement. Like most public facilities, the Stadium costs more to operate than Fifth Amendment to Interim Stadium Management Agreement May 16, 2018 Page 4of 5 the revenues it generates and no governmental agency will take on those financial obligations without a guaranteed revenue source to cover the costs. Similarly, any proposed disposition to a private entity must be subject to the Stadium Operations Contracts and the financial obligations thereunder. In addition, conveyance to a private entity would trigger financial penalties under the land donation agreement. Even if a conveyance of the Stadium is possible, it is not possible to complete such conveyance prior to the June 30, 2018 expiration of the Fourth Amendment. Consequently, the Successor Agency determined that the Restated Fifth Amendment extending the existing payment and performance obligations of the Successor Agency and the Storm is in the best interests of the taxing entities. DOF also referenced the provisions of the Dissolution Law that allow the Oversight Board to direct the Successor Agency to terminate or renegotiate contracts if doing so is in the best interests of the taxing entities. The Successor Agency determined that termination of the Stadium Operations Contracts is not in the best interests of the taxing entities because it would constitute an Agency default and trigger significant damages, financial penalties and other liabilities that exceed the costs of retaining the Stadium and performing the enforceable obligations under the Stadium Operations Contracts. Contract renegotiation is infeasible since the payment schedule under the Interim Stadium Management Agreement and each of the Amendments have been based on the formula required under the Stadium Operations Contracts and negotiated each year based on prior year’s actual costs and costs budgeted for the agreement term. The Storm’s actual costs have exceeded the compensation paid by the Successor Agency every year. The proposed Restated Fifth Amendment is in the best interests of the affected taxing entities because it provides a high level of certainty relating to the costs of Stadium operationsand maintenance compared to the uncertainty presented by the daunting possibility of defaulting under the Stadium Operations Contractsand land donation agreement. TheStorm’sskills, knowledge and resources will provide continued, efficient and cost effective management, maintenance and operation of the Diamond Stadium which will protect the public’s investment in the Stadium, minimize costs and mitigate against potential breach of contractand relateddamages. In light of the impending June 30, 2018 expiration of the Fourth Amendment to the Stadium Interim Management Agreement, the Restated Fifth Amendmentis the only way to ensure that thecontractual rights of the “Lake Elsinore Storm” to play its home baseball games at theDiamond Stadiumin accordance with the Stadium Operations Contractsare protected.The Storm possessesthe experience, capabilitiesand qualifications tobestcarry out these obligations. The Restated Fifth Amendment to Interim Stadium Management Agreement incorporates the obligations under the Stadium Operations Contracts and provides for a Capital Improvement Schedule. During the 2018-2019termof the Restated FifthAmendment, compensation to the Storm for the performance of the maintenance, management and operations services shall be as follows: Fifth Amendment to Interim Stadium Management Agreement May 16, 2018 Page 5of 5 (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 Stormduring the 2018-2019term, 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 $522,473for the period July 1, 2018 through June 30, 2019under 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 shallpay the Annual Maintenance Feein the amount of $243,912for the period July 1, 2018 through June 30, 2019; and. (d)Payment of Additional Interim Management Fee. Successor Agency shall pay to Storm $468,147 for the periodJuly1, 2018through June 30, 2019, 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 $712,059for the period July 1, 2018 through June 30, 2019as consideration for services provided under the Stadium Operations Contracts and theInterim Agreement, which aggregate amount shall be payable in equal monthly installments of $59,338.25for the period July 1, 2018 through June 30, 2019. The Successor Agency continues to be responsible for all Capital Repairs and alterations consistent with the Stadium Operations Contracts. Capital repairs for 2018- 2019, as included in the Restated FifthAmendment, reflect that the Stadium is twenty- four(24) years old and include, 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. Following approval by the Oversight Board, the Restated FifthAmendmentwill be submitted to the DOF. Attachments: History of Diamond Stadium Agreements Resolution No. OB 2018-0 Exhibit A -Restated FifthAmendmentto Stadium Interim Management Agreement HISTORY OF DIAMOND STADIUM AGREEMENTS 1998 Lakeside Sports & Entertainment Agreement 1994 Stadium Completed, Storm Baseball Season begins 2000 Lakeside Sports Abandons stadium 2001/2002 Stadium Operations Contracts (SOC) Executed 2005 RFP ISSUED To REduce AGency COst & OBligations Agency enters into three (3) Agreements known as Stadium Operations Contracts, i.e. License, Maintenance and Concession Agreements. Original License and Maintenance Agreements effective 2001, Concession Agreement effective 2002. AGENCY OBLIGATIONS: Original SOC Term: December 31, 2007 with optional extension to December 31, 2012. Average Agency Cost: $600,000 to $800,000 per year for Operations & Maintenance RFP was flexible and allowed for proposals to operate, lease and/or purchase Diamond Stadium. Only 1 SUBMITTAL recieved from Diamond Stadium Group (DSG)- a Storm Related Entity. AGENCY OBLIGATIONS: Lakeside Agreement Term: XXXXX Average Agency Cost: $XXXX Lakeside reports significant financial losses and defaults under Agreement. Agency files lawsuit against Lakeside and resumes all Stadium operations and maintenance responsibilities. Agency begins negotiation with Storm Baseball to fulfill obligation to maintain and operate stadium. 2007 DSG Management agreement Executed & SOC Amended and extended Management Agreement executed giving all maintenance and operations responsibilities to DSG. Agency remains responsible for capital repairs. Agreement requires 18 month notice of termination. As a condition of the Management Agreement, original 2001/2002 SOC agreements are amended and extended to 2016 with extensions through 2026. Amendments state all three (3) SOC agreements remain effective with obligations suspended during the Management Agreement. SOC Amendments to resume full force upon termination of Management Agreement. AGENCY OBLIGATIONS: Management Agreement Term: December 2016 , two automatic five-year extensions to 2026 SOC Amendment No. 1 Term: December 2016, two automatic five-year extensions through 2026 Average Agency Cost: $0 for Operations & Maintenance by FY 11-12, plus Capital Repairs. 2011 18 Month Notice of Termination fROM DSG In June 2011, D S G n o t i f i e s agency of ter m i n a t i o n o f Management A g r e e m e n t . An 18 Month T e r m i n a t i o n Notice was re q u i r e d a s p a r t of Managem e n t A g r e e m e n t to allow the A g e n c y t i m e t o transition ope r a t i o n s a n d maintenance r e s p o n s i b i l i t i e s back to the A g e n c y a s required in th e 2 0 0 7 amended SO C . Dec. 2012 Management agreement terminates, Amended SOC RESUMES full force DSG ends all operations and maintenance responsibilities, which revert back to the Agency as specified by the 2007 amended SOC. Agency does not seek new agreement options with pending dissolution of RDA. 2013 Interim Stadium Agreement Executed, SOC Remain In Full Force Agency lacks personnel and expertise to resume full operation and maintenance of Diamond Stadium. In the best interest of the taxing entities, the Agency enters into an Interim Stadium Agreement with Storm Baseball. DOF approves Interim Stadium Agreement and financial obligations. AGENCY OBLIGATIONS: SOC Amendment No. 1 Term: December 2016, two automatic five-year extensions through 2026 Average Agency Cost: $540,000 per year for Operations & Maintenance, plus Capital Repairs AGENCY OBLIGATIONS: Operations, Maintenance & Capital Repairs of Diamond Stadium AGENCY OBLIGATIONS: Operations, Maintenance & Capital Repairs of Diamond Stadium 2014 - June 30, 2018 DOF Approves Interim Stadium Agreement Each Year, SOC in FUll Force AGENCY OBLIGATIONS: SOC Amendment No. 1 Term: December 2016, two automatic five-year extensions through 2026 Interim Stadium Agreement Term: 1 year Estimated Agency Cost: $540,000 per year for Operations & Maintenance, plus Capital Repairs Agency reviews and revises Interim Stadium Agreement each year for approval by the DOF. DOF approves agreement in connection with the 2007 amended SOC that remain in full force through 2026. AGENCY OBLIGATIONS: SOC Amendment No. 1 Term: December 2016, two automatic five-year extensions through 2026 Interim Stadium Agreement Term: 1 year Estimated Agency Cost: $540,000 per year for Operations & Maintenance, plus Capital Repairs RESOLUTION NO. OB-2018-___ A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING THE RESTATED FIFTH AMENDMENT TO THE STADIUM INTERIM MANAGEMENT AGREEMENT AND FINDING THE FIFTH AMENDMENT IN THE BEST INTERESTS OF THE TAXING ENTITIES WHEREAS, the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore (“Oversight Board”) has been established to wind down the affairs of the former Redevelopment Agency of the City of Lake Elsinore in accordance with the California Health and Safety Code; and, WHEREAS, the former Redevelopment Agency constructed the Lake Elsinore Diamond Stadium (“Stadium”) as a redevelopment project to stimulate redevelopment activities in the “Back Basin” area of the City consistent with the Redevelopment Plan for the Rancho Laguna Redevelopment Project No. III; and WHEREAS, as of the dissolution of the former Redevelopment Agency, the Stadium was owned by the former Redevelopment Agency and the operations, maintenance and management obligations relating to the Stadium were controlled by certain enforceable obligations as defined by the Dissolution Law, including a License Agreement, a Stadium Field And Maintenance Agreement, and a Concession License Agreement (collectively, the “Stadium Operations Contracts”); and WHEREAS, in 2012 the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore (“Successor Agency”) lacked the personnel and resources to perform its obligations under the Stadium Operations Contracts and the Successor Agency and the Oversight Board approved the Stadium Interim Management Agreement dated January 1, 2013 between the Successor Agency 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 Reso No. OB-2018-_ Page 2 of 4 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, in 2016, the Successor Agency and the Oversight Board approved the Fourth Amendment to Stadium Interim Management Agreement dated January 1, 2017 by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP (the “Fourth 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 amendments thereto were in the best interests of the taxing entities because (i) the Storm possessed the institutional knowledge, familiarity, expertise, personnel and resources to provide the most efficient and cost effective management, maintenance and operation of the Stadium, (i) the Interim Agreement and amendments provided a high level of certainty relating to the costs of Stadium operations and maintenance compared to the uncertainty of negotiating and administering separate contracts with other vendors and contractors to fulfill the Agency obligations, (iii) protected the public’s investment in the Stadium, and (iv) mitigated against damages and costs resulting from a potential default of the Agency’s enforceable obligations; and WHEREAS, the Interim Agreement and the First, Second, Third and Fourth 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 June 30, 2018; and, WHEREAS, consistent with the legislative authorization contained in Health & Safety Code Section 34171(d)(1)(E) and (F) allowing successor agencies to perform under existing binding contracts and allowing successor agencies to enter into new contracts necessary f or the purpose of maintaining the assets of the former redevelopment agency, the Successor Agency seeks to provide for the continued, efficient and cost effective management, maintenance and operation of the Stadium and to retain the Storm to carry out such continuing obligations on an interim basis for in accordance with the proposed Restated Fifth Amendment to the Interim Agreement; and, WHEREAS, pursuant to Health and Safety Code Section 34177(o)(1) 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 34167 for the period commencing July 1, 2018 – June 30, 2019 (the “ROPS 18-19”) which lists, 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 Restated Fifth Amendment) has been approved by the Successor Agency and the Oversight Board. NOW, THEREFORE, THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS: Reso No. OB-2018-_ Page 3 of 4 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 Restated Fifth Amendment to the Interim Agreement is reasonable and necessary to satisfy the Successor Agency’s contractual obligations under the Stadium Operations Contracts and to protect and maintain the assets of the former Redevelopment Agency, (ii) that Real Property Tax Trust Fund (RPTTF) revenues requested by the Successor Agency in the ROPS 18-19 includes funds necessary to meet the Successor Agency’s enforceable obligations, and (iii) that the Restated Fifth Amendment to the Interim Agreement is in the best interests of the taxing entities because the Storm’s skills, knowledge and resources will provide continued, efficient and cost effective management, maintenance and operation of the Stadium which will protect the public’s investment in the Stadium, minimize costs and mitigate against potential breach of contract and related damages. SECTION 4. Based on the information presented in the staff report and testimony received, the Oversight Board also finds that conveyance of the Stadium to another governmental entity is impractical and not in the best interests of the taxing entities since any disposition must be subject to the obligations of the Stadium Operations Contracts and the use restrictions of the land donation agreement that no governmental agency will take on those financial obligations without a guaranteed revenue source to cover the costs. SECTION 5. Based on the information presented in the staff report and testimony received, the Oversight Board also finds that conveyance of the Stadium to a private entity must also be subject to the Stadium Operations Contracts and the financial obligations thereunder and would additionally trigger financial penalties under the land donation agreement such that disposition of the Stadium is impractical and not in the best interests of the taxing entities. SECTION 5. Based on the information presented in the staff report and testimony received, the Oversight Board also finds that termination of the Stadium Operations Contracts is not in the best interests of the taxing entities because it would trigger significant damages, financial penalties and other liabilities that exceed the costs of retaining the Stadium and performing the enforceable obligations under the Stadium Operations Contracts. Contract renegotiations are infeasible and not in the best interests of the taxing entities since the payment schedule under the Interim Stadium Management Agreement and each of the Amendments have been based on the formula required under the Stadium Operations Contracts and negotiated each year based on prior year’s actual costs and costs budgeted for the agreement term. The Storm’s actual costs have exceeded the compensation paid by the Successor Agency every year. SECTION 6. Based on the above findings and all of the information presented in the staff report and testimony received, the Oversight Board finds that extending the existing payment and performance obligations of the Successor Agency and the Storm pursuant to the Restated Fifth Amendment to the Interim Stadium Management Agreement is in the best interests of the taxing entities and approves the Restated Fifth Amendment to the Stadium Interim Management Agreement in the form attached and submitted to DOF. SECTION 7. 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 Reso No. OB-2018-_ Page 4 of 4 end the provisions of this resolution are severable. The Successor Agency hereby declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion thereof. SECTION 8. This Resolution shall take effect from and after the date of its passage and adoption in accordance with, and subject to, all applicable requirements of the Health & Safety Code. PASSED, APPROVED AND ADOPTED by the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, California, this 16th day of May, 2018. 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-2018- 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 16th day of May, 2018 by the following vote: AYES: NOES: ABSTAIN: ABSENT: Susan M. Domen, MMC Oversight Board Secretary 0006_4_OB - Exhibit C Restated Fifth Amendment to Stadium Interim Management Agt - 1 - RESTATED FIFTH AMENDMENT TO STADIUM INTERIM MANAGEMENT AGREEMENT THIS RESTATED FIFTH AMENDMENT TO STADIUM INTERIM MANAGEMENT AGREEMENT (the “Fifth Amendment”), dated for identification as of May 8, 2018, 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 Fifth Amendment: A. The City Council of the City of Lake Elsinore adopted a redevelopment plan (the “Redevelopment Plan”) for an area within the City known as the Rancho Laguna Redevelopment Project Area 3 (the “Project Area”) by way of its approval of Ordinance No. 815 on September 8, 1987, as thereafter amended by Ordinance No. 987 adopted on November 22, 1994. B. In furtherance of the Redevelopment Plan and that certain First Amendment to Amended and Restated Option Agreement Under Threat of Condemnation and Irrevocable Offer To Donate Stadium Site and Stadium Access Parcel and Unconditional Acceptance Subject To Covenants, Conditions, Restrictions and Reservations (“Offer to Donate”) dated August 5, 1993, the former Redevelopment Agency of the City of Lake Elsinore acquired certain real property for redevelopment purposes and thereafter, in 1994, completed the “Lake Elsinore Diamond Stadium” on property donated for purposes of developing a minor league professional baseball stadium. C. In furtherance of the Redevelopment Plan and the covenants, conditions, restrictions and reservations set forth in the Offer to Donate restricting the use of the property as a minor league professional baseball stadium for a minimum of fifty years, the former Redevelopment Agency operated, managed and maintained the Lake Elsinore Diamond Stadium and the property (collectively, the Premises”) pursuant to various agreements, including the Stadium Operations Contracts. D. Following the dissolution of the former Redevelopment Agency, the Successor Agency entered into that certain Stadium Interim Management Agreement dated January 1, 2013 (the “Interim Agreement”) to provide for the performance of the enforceable obligations under the Stadium Operation Contracts and the Offer to Donate, including maintenance, management, promotion and operations of the Premises. Capitalized terms used herein which are not otherwise defined herein shall have the meaning ascribed to them in the Interim Agreement. E. The Interim Agreement was successfully implemented during calendar year 2013 to provide for efficient and cost effective management, maintenance and operation of the Premises. 0006_4_OB - Exhibit C Restated Fifth Amendment to Stadium Interim Management Agt - 2 - F. 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”). G. 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”). H. 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, 2015 (the “Third Amendment”). I. In order to provide for continued efficient and cost effective management, maintenance and operation of the Premises for January 1 2017 – June 30, 2018, the Successor Agency and the Storm entered into that certain Fourth Amendment (2017-2018) to Stadium Interim Management Agreement dated September 27, 2016 (the “Fourth Amendment”). J. The obligations set forth in the Interim Agreement, First Amendment, Second Amendment, Third Amendment and Fourth 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”). K. The Fourth Amendment will expire on June 30, 2018 and the parties desire to enter into this Fifth Amendment to provide for continued efficient and cost effective management, maintenance and operation of the Premises for the period commencing July 1, 2018 through June 30, 2019 and thereafter in accordance with this Fifth Amendment. L. Capital repairs of approximately $1,689,950 for the period commencing July 1, 2018 through June 30, 2019 are necessary to protect the structural components and operational systems of the twenty-four (24) year old Stadium and to protect the safety of the players and the spectators consistent with applicable laws and NAPBL standards. M. In accordance with Health and Safety Code (“HSC”) Section 34177(o)(1), the Successor Agency adopted and submitted to DOF a Recognized Obligation Payment Schedule (“ROPS”) for the period from July 1, 2018 through June 30, 2019 which includes the Successor Agency obligations set forth in this Fifth 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 0006_4_OB - Exhibit C Restated Fifth Amendment to Stadium Interim Management Agt - 3 - (v) the Interim Agreement. N. Consistent with the legislative authorization contained in HSC Section 34171 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, and (b) retain the Storm, which possesses the experience and qualifications to continue to carry out such obligations. 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 in accordance with the Stadium Operations Contracts. O. 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. Review Meetings. Section 2.4 of the Interim Agreement, entitled “Review Meetings” is hereby amended and restated in its entirety as follows: 2.4 Review Meetings. (a) Monthly Meetings. As often as necessary, but in no event less than one time per month during the Maintenance Term, the General Manager, or designee, and the Executive Director, or designee, shall meet at a mutually agreed upon time and place in order to discuss the condition of the Stadium and the performance of the Storm hereunder and any other applicable issues. (b) Annual Inspection/Facilities Review. During September 2018 and each September thereafter during the Term, the General Manager, or designee, and the Executive Director, or designee, shall (i) inspect the Stadium and conduct a facilities review to assess the condition of the Stadium and capital repair needs, and (ii) review the annual revenues and operating expenses for the prior July 1 – June 30 period to assess operational efficiencies. Prior to December 31, 2018 and each December 31 thereafter during the Term, the General Manager, or designee, and the Executive Director, or designee, shall complete an Annual Operating Budget and Schedule of Capital Repairs, including estimated costs, for the period commencing the following July 1 – June 30. 2. Utilities. Section 5 of the Interim Agreement, entitled “Utilities” is hereby amended and restated in its entirety as follows: 5. Utilities. Notwithstanding any contrary provision contained in the Stadium Operations Contracts, the Storm shall be responsible for the payment of 0006_4_OB - Exhibit C Restated Fifth Amendment to Stadium Interim Management Agt - 4 - all Utilities regardless of whether the utility account is in the name of the Storm, the Successor Agency or City of Lake Elsinore. The Storm agrees to cooperate with the Successor Agency to explore ways to incorporate the use of or replace existing systems with alternative clean energy and to improve energy efficiency, including electrical utility savings by way of power purchase agreements through the Southwest Riverside County Energy Authority. An energy assessment will be conducted during the Annual Inspection/Facilities Review pursuant to Section 2.4(b) and an amount equal to any savings accounted for from the prior fiscal year shall be subtracted from the Additional Interim Management Fee to be paid for the following fiscal year pursuant to Section 7.2(d). 3. 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 this 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, shall expire June 30, 2019. 6.2. Rights of Termination. (a) 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. (b) 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. (c) 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. (d) 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. 4. Stadium Use. Section 4.3 of the Interim Agreement, entitled “Stadium Use,” is hereby deleted in its entirety and replaced with the following: 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 0006_4_OB - Exhibit C Restated Fifth Amendment to Stadium Interim Management Agt - 5 - 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. Lake Elsinore Diamond Stadium. All promotional and marketing materials for all Other Storm Events shall include the name “Lake Elsinore Diamond Stadium.” ii. 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 the Special Event Permit Requirements for Other Storm Events (Exhibit “D” attached hereto and incorporated by reference herein) and such additional conditions of approval as may be deemed necessary or appropriate by the City in connection with the issuance of a Special Event Permit for the Other Storm Event. Concurrent with the submittal of the special event application package to the City, the Storm shall notify the Executive Director in writing of the proposed date and title of the Other Storm Event and a promotional/marketing plan demonstrating the anticipated attendance. 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. 0006_4_OB - Exhibit C Restated Fifth Amendment to Stadium Interim Management Agt - 6 - (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. 5. 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) License Fee: Under the License Agreement, the Storm is required to pay to the Successor Agency a License Fee in the amount of $522,473 for the period commencing July 1, 2018 through June 30, 2019. (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 in the amount of $243,912 for the period commencing July 1, 2018 through June 30, 2019. 7.2. Storm Compensation. Commencing upon the Commencement Date (July 1, 2018), and continuing through the expiration of the Term, as consideration for the performance of the services set forth herein, the Storm shall be compensated as follows: (a) Assignment of GRCS Concession Fee. Successor Agency hereby assigns Successor Agency’s right to payment of the GRCS Concession Fee under 0006_4_OB - Exhibit C Restated Fifth Amendment to Stadium Interim Management Agt - 7 - 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 Annual Maintenance Fee. Successor Agency shall continue to pay the Annual Maintenance Fee as identified in Section 7.1(c) (i.e., of $243,912 for the period commencing July 1, 2018 through June 30, 2019. (d) Payment of Additional Interim Management Fee. Successor Agency shall pay to Storm an “Additional Interim Management Fee” in the amount of $468,147 for the period commencing July 1, 2018 through June 30, 2019, which shall be payable in equal monthly installments. The Annual Maintenance Fee together with the Additional Interim Management Fee will result total cash payment from the Successor Agency to the Storm of $712,059 for the period commencing July 1, 2018 through June 30, 2019 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 $59,338.25 for the period commencing July 1, 2018 through June 30, 2019. 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. 6. 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 period commencing July 1, 2018 through June 30, 2019 and for the following fiscal year is set forth in Exhibit “C” attached hereto and incorporated by reference herein. Prior to December 31, 2018, the General Manager, or designee, and the Executive Director, or designee, shall review, update as necessary, and complete the projected Capital Repair Schedule, including estimated costs, for the July 1, 2019 through June 30, 2020 period and for the following fiscal year commencing July 1, 2020 through June 30, 2021, in accordance with Section 2.4(b). The Executive Director or designee will designate certain Capital Projects that shall be subject to the Department of Public Works’ direct administration of the 0006_4_OB - Exhibit C Restated Fifth Amendment to Stadium Interim Management Agt - 8 - 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. 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. 7. Insurance. Section 10 of the Interim Agreement, entitled “Insurance” is hereby amended and restated in its entirety as follows: 10. Insurance. The Storm shall maintain insurance as set forth in Section 13 of the License Agreement at all times during the term of this Interim Agreement. In addition, the Storm shall maintain liquor liability coverage in an amount not less than $5 million at all times during the term of this Interim Agreement. The liquor liability coverage required pursuant to this Section 10 shall be separate from the coverage that may be required by the City of Lake Elsinore as a condition of approval to a Special Event Permit obtained in accordance with Section 4.3(b) herein. 0006_4_OB - Exhibit C Restated Fifth Amendment to Stadium Interim Management Agt - 9 - 8. City Manager/Executive Director. The City Manager of the City of Lake Elsinore serves in the capacity as Executive Director of the Successor Agency and all references to “City Manager” in the Interim Agreement shall be synonymous with “Executive Director” as used in this Fifth Amendment and vice versa. 9. Accuracy of Recitals. The Parties acknowledge the accuracy of the foregoing Recitals, which are incorporated herein by this reference. 10. Authority; Priority of Amendment. This Fifth 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 Fifth Amendment. To the extent of any conflict between the terms of the Interim Agreement and the terms of this Fifth Amendment, the terms of this Fifth Amendment shall control. 11. Captions. The captions appearing in this Fifth Amendment are for convenience only and are not a part of this Fifth Amendment and do not in any way limit, amplify, define, construe, or describe the scope or intent of the terms or provisions of this Fifth Amendment. 12. Counterparts. This Fifth 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. 13. Commencement Date. The provisions of this Fifth Amendment shall commence on July 1, 2018 (the “Commencement Date”). [SIGNATURES ON NEXT PAGE] 0006_4_OB - Exhibit C Restated Fifth Amendment to Stadium Interim Management Agt - 10 - IN WITNESS WHEREOF, the parties have executed this RESTATED FIFTH AMENDMENT TO STADIUM INTERIM MANAGEMENT AGREEMENT 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 DIAMOND STADIUM CAPITAL REPAIR SCHEDULE DESCRIPTION JULY 1, 2018 TO JUNE 30, 2019 JULY 1, 2019 TO JUNE 30, 2020 CONCESSION STAND #3 - COMPLIANCE HEALTH CODE $ 295,000 $ - REPLACE APPLIANCES IN CONCESSION STAND #3 75,000 - STEEL BEAMS IN RAFTERS-REPLACEMENT 225,000 125,000 SIDEWALK REPAIRS/REPLACEMENT 50,000 50,000 UTILITY BOXES - REPAIRS/REPLACEMENT 35,000 135,000 SECURITY SYSTEM REPLACEMENT 119,950 SUITE CABINET REPAIRS/REPLACEMENT 165,000 330,000 UNDERGROUND SEWER AND PLUMBING PIPE REPAIRS 450,000 PRESS BOX AND INTERNAL BROADCAST SOUND SYSTEM - 250,000 EMERGENCY CAPITAL REPAIRS 50,000 50,000 DIAMOND CLUB KITCHEN-COMPLIANCE HEALTH CODE 75,000 75,000 MAINTENANCE CREW - EQUIPMENT REPLACEMENT - 130,000 ELEVATOR REPLACEMENT 150,000 - $ 1,689,950 $ 1,145,000 EXHIBIT “D” EXHIBIT “D” LAKE ELSINORE DIAMOND STADIUM SPECIAL EVENT PERMITS REQUIREMENTS OTHER STORM EVENTS 1. Spectator Parking and Attendants: a. The location of spectator parking is designated as the Diamond Stadium Parking lot(s) A & C. Parking Lot D is available excluding the fenced habitat area. b. Parking Lot D must be cleared of all weeds, graded and properly stripped with parking stalls and travel lanes. c. Appropriate Staffing for parking fees and direction is required. 2. ADA Compliant: a. Provide ADA Accessible Parking as close as practicable to the tract and admission area. b. Provide ADA Restrooms as near as practicable to the track and concession stands. c. Have personnel ready to assist handicap patrons as needed. 3. Event Access: a. Event access shall be coordinated with City Public Works Department Staff. b. No modifications to dirt right of way are permitted (levee, Malaga Rd). c. During hours of event operation, no vehicles shall be permitted to drive into, around, inside or leave the Event (base area). d. Access across private property for the Event Obstacle Course and Parking shall be secured with notarized right of entry permission. 4. Vendors & Exhibitors: a. All vendors selling food shall have the appropriate Riverside County Health Department Permits and submit to the Special Events Coordinator 20 days prior to event. b. All vendors selling products/services are required to maintain a City of Lake Elsinore Business License during the duration of the event (for convenience, the City offers one-day business licenses). c. A minimum of an eight-foot aisle way shall be provided between concessions, waste and sanitation facilities. d. Food vendors shall provide the equivalent of two 30-gallon trash containers within ten (10) feet of their concessions. e. Organizers shall provide one (1) standard booth space free of charge to the City. 5. Removable Fencing a. All removable fencing (bike or concert) must be secured as on immovable object. Each section must be secured so it cannot be broken, separated or moved by patrons. The Fire Marshal and Law Enforcement representative shall inspect the fencing prior to gates opening for the event. EXHIBIT “D” 6. Crowd Control: a. All security officers must be crowd control trained. 7. Generators: a. All liquid fuel generators shall have secondary containment and a spill kit located within 100 feet of the secondary containment. 8. Amplified Sound & Noise Level: a. Amplified sound, live music and performances are permitted during the event. b. The Organizers shall not violate the City’s noise ordinance by disturbing the peace. 9. ABC Licensing and Permits: a. ABC Application to be submitted to the Sheriff’s Department no later than 20 days prior to the event. b. Applicant must comply with any and all requirements regulations indicated by the Department of Alcoholic Beverage Control. The issuance of an ABC letter is conditional and is subject to revocation for any violation of the Alcohol Beverage Control Act or other state law. Adequate security measures must be in place to secure all alcoholic beverages from patrons and to prevent accessibility to minors. i. Beer-ID checks on all persons 21 years and older wishing to purchase alcohol AND PUT A WRISTBAND ON EVERY PERSON 21 YEARS OR OLDER. ii. Limit of one (1) alcohol beverage per person per sale. iii. Alcohol sales to cease one (1) hour prior to end of event 10. Event Staffing: a. Applicant will provide a detailed security plan indicating security staffing levels and assignments subject to Sheriff’s approval 20 days prior to the event. 11. Law Enforcement: To Be Determined Based on Dates, Times, Location & Anticipated Attendance a. Motor Officers - b. Officers - c. Sheriff Sgt. - d. Mileage - 12. Accessibility of Law Enforcement and Emergency Responders: a. There shall be unobstructed access ways into the event for Law Enforcement and other emergency responders. There shall be clearly marked, unobstructed exits for patrons in the case of an emergency or the need for evacuation arises. 13. The Fire Safety requirements of the Lake Elsinore Fire Protection Planning are hereby referenced as a separate attachment and incorporated herein as part of the City’s conditions of approval. EXHIBIT “D” 14. Traffic Control: a. Traffic Control implementation and operation shall be according to the California Manual of Uniform Traffic Control Devices (CAMUTCD) or another City approved plan. b. Signal timing coordination may be required at the discretion of the City Traffic Engineer. c. Provide diagram in support of sufficient parking (i.e approx. 3,500 spaces for attendance of 10,000) – to be adjusted based on anticipated attendance. 15. Portable Toilets and Wash Stations: a. All portable toilets and rinse stations shall be placed on level ground, be anchored and have secondary containment. b. Provide sufficient # of portable toilets (regular and ADA accessible) for anticipated event turnout. Contact your rental source for guidance. 16. Trash and Clean-Up: a. CR&R has an exclusive franchise for trash service in the City. They shall be used for trash containers for recycled and non-recycled trash/waste and for trash disposal. b. Regular and recyclable trash containers shall be placed throughout the Vendor Village (aka Lot B) and parking lots (aka Lots A, C and D). c. Clean-up of Lot B, Vendor Village shall be accomplished using dry clean-up methods; in the event wet clean-up is warranted, catch basins shall be protected and at no time shall runoff be directed to the Levee/Lake area. d. Best Management Practices shall be implemented during clean-up; no discharge into the Lake or City storm drain system is allowed. e. Organizers are responsible for same day clean-up of any tracking from the Event onto City streets (Diamond Circle, Malaga Road, Pete Lehr Drive, etc.) 17. Environmental: a. Organizers are responsible for ensuring that pollutants from the event do not enter the lake. City Municipal Code 14.08 defines "Pollutant" as: “Pollutant” means anything which causes the deterioration of water quality such that it impairs subsequent and/or competing uses of the water. Pollutants may include but are not limited to paints, oil and other automotive fluids, soil, rubbish, trash, garbage, debris, refuse, waste, hazardous waste, chemicals, animal waste, offensive matter of any kind. b. If event dirt is imported from outside the back basin area, it shall be removed from the back basin area after the event. i. A haul route is required for all import. ii. Hauling from a site in within the City limits requires a grading permit on the export site. iii. For import of more than 5,000 cubic yards, City Council Approval is required. c. If event dirt is secured from within the back basin area, it may be returned to the source. All disturbed areas shall be returned to the pre-disturbance condition as closely as possible. d. Catch basins in the field maintenance area shall be protected from event related EXHIBIT “D” discharge. e. If a rain event is forecast (10% chance or better) or occurring during a scheduled event, off site catch basins at Pete Lehr and Malaga Road shall be protected. 18. Insurance: a. The Organizer(s) shall provide the City with a certificate(s) of insurance in the following amounts (subject to change based upon review of Special Event Permit Application): □ General Aggregate Per Event: $5,000,000 □ Auto Liability: $1,000,000 □ Workers Comp: $1,000,000 □ Alcohol: $5,000,000 b. The Organizer’s shall use the following additionally insured statement: City of Lake Elsinore its officers, elected and appointed officials, officers, agents, and employees are named as additional insured per attached ISO form CG20 10 11 85. 19. Promotion/Marketing Plan: a. The Organizer(s) shall provide the City with a promotional/marketing plan demonstrating the anticipated attendance. b. All promotional/marketing materials shall include the name “Lake Elsinore Diamond Stadium.” 20. The City assumes no responsibility for event related damage or repairs to the Stadium. 21. Summary of Fees: City Permit Application Processing Fee: Prevailing Rate as of Application Date City Refundable Security Deposit Fee: “ City Department Inspection Fee: “ Sheriffs Law Enforcement Fees (Paid to RSO): “ 22. The Special Event Permit may be revoked summarily by the City for non-compliance with any of these conditions as set forth above. Required information/documentation due no later than twenty (20) days prior to the event to the City of Lake Elsinore Special Event Coordinator: □ Conditions of Approval (2 copies with wet signatures and initials) □ Payment of Event Fees □ Security Deposit (on-file) □ Vendor List □ Business License(s) □ Health Department Permit □ Insurance Documentation □ Fire Safety Plan □ Traffic Control Plan