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Home My WebLink About4 - SA - AGMT - TAXING ENTITIESMEETING DATE: FEBRUARY 17, 2015 TITLE: AGREEMENTS REGARDING INDEMNITY, WAIVER AND RELEASE REGARDING PASS THROUGH OBLIGATIONS WITH THREE TAXING ENTITIES (STRATEGIC PLAN NO. 4, 11 CITY MA GER RECOMMENDED ACTION CLERK OF THE COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Implementing Resolution ❑ Other CONTINUED TO 4�14�.NFd1�Tx7 Authorize the City Manager and Clerk of the Council to execute the agreements regarding indemnity; waiver and release regarding pass through obligations with the Santa Ana Unified School District, Orange Unified School District, and Rancho Santiago Community College District, subject to nonsubstantive changes approved by the City Manager and City Attorney, to include retro - active pass through payments as enforceable obligations on the Recognized Obligation Payment Schedule 15 -16A for the period of July 1, 2015 through December 31, 2015, in an amount not to exceed $5,081,007.97 DISCUSSION Pursuant to Part 1.85 of Division 24 of the California Health & Safety Code ( "Dissolution Act "), the City Council on January 9, 2012, elected for the City to act as the "Successor Agency"' to the dissolved Community Redevelopment Agency ( "Agency "), On February 1, 2012, in accordance with the Dissolution Act and the California Supreme Court's decision in California Redevelopment Association v. Matosantos, Case No. S194861; the Agency was dissolved and the City began to serve as the "Successor Agency." The City Council serves as the governing body of the Successor Agency under the Dissolution Act as amended by AB 1484, to administer the enforceable obligations of the Agency and otherwise unwind the Agency's affairs. The Oversight Board to the Successor Agency has oversight with respect to the Dissolution process, including review and approval of the Recognized Obligation Payment Schedule (ROPE). 4 -1 AGREEMENTS RE INDEMNITY, WAIVER AND RELEASE February 17, 2015 Page 2 Three taxing entities, Santa Ana Unified School District, Orange Unified School District, and Rancho Santiago Community College District, have submitted demands to the Successor Agency for retro - active pass through payments resulting from the former Agency's adoption of a Senate Bill 211 Ordinance In 2010 to eliminate the time limit for incurring indebtedness for two component project areas; Santa Ana Central City Redevelopment Project Area and the Santa Ana Inter -City Commuter Station Redevelopment Project Area. The Agency acknowledged that its action triggered the Health and Safety Code 33607.7 requiring statutory pass- through payments to all affected taxing entities that did not previously have a contractual pass- through agreement in place with the Agency, and began making the statutory payments in Fiscal Year 2011 -12. Based on guidance from the County, legal counsel, and outside consultants, the Agency operated under the interpretation of the law that it was required to make these payments in the first fiscal year following the fiscal year in which the adjusted base year value is determined. As this adjusted base year value was determined in Fiscal Year 2010- 11, the Agency appropriately began making the payments in Fiscal Year 2011 -12 and the County Auditor - Controller's Office has continued doing so since it assumed the responsibility of calculating pass through payments upon the dissolution of the Agency. The three taxing entities claim that the triggered statutory pass through payments are retro- active to Fiscal Year 2003 -04, when the time limit on incurring indebtedness for the Central City and Inter -City Redevelopment Project Areas expired on January 1, 2004. While the Successor Agency disagrees with the basis for the claims made by the taxing entities, there is a desire to resolve these outstanding claims. At its regularly scheduled meeting on February 10, 2015, the Oversight Board gave direction to the Successor Agency staff to include the claims on ROPS 15 -16A, on the condition that: 1. the taxing entities provides proof (i.e. certified return receipt) of notices sent to all taxing entities that may be impacted by the inclusion of the claims; and 2. the three taxing entities that originally initiated the demands agree to indemnify the Successor Agency for any claims /liability resulting from the requested payments, and waive and release the Successor Agency for any other claims the requesting entities may have against the Successor Agency for pass through payments. The agreement(s) with each of the three taxing entities (Exhibit 1) is subject to subsequent approval by the Oversight Board and by the Department of Finance (DOF). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #4 City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment). 4 -2 AGREEMENTS RE February 17, 2015 Page 3 FISCAL IMPACT INDEMNITY, WAIVER AND RELEASE Funds will be available in the Redevelopment Obligation Retirement Fund (account no. 67118021 - 69140) upon adoption of the FY 2015 -16 budget by City Council, approval of ROPS 15 -16A by DOF, and the distribution of the monies from the Redevelopment Property Tax Trust Fund by the County Auditor - Controller. S Kelly Ree ers Executive irector Community Development Agency KR/SG /sb APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibit: 1. Agreement Regarding Indemnity, Waiver and Release Regarding Pass Through Obligations 4 -3 4 -4 Note: Same agreement will be EXHIBIT 1 used for: Santa Ana Unified School District AGREEMENT RE INDEMNITY, WAIVER AND RELEASE Orange Unified School District Rancho Santiago community REGARDING college District PASS THROUGH OBLIGATIONS This Agreement Re Indemnity, Waiver and Mutual Release Regarding Pass Through Obligations ( "Agreement ") is made and entered into as of 2015, by and among the Successor Agency to the Community Redevelopment Agency of the City of Santa Ana ( "Successor Agency "), and Santa Ana Unified School District ( "Taxing Agency "). Successor Agency and Taxing Agency may be referred to singularly as a "Party" and collectively as the "Parties." RECITALS A. Prior to February 1, 2012, the Community Redevelopment Agency of the City of Santa Ana (herein referred to as the "Former Agency ") was a community redevelopment agency duly organized and existing under the California Community Redevelopment Law (Health and Safety Code Section 33000, et seq,) (the "Redevelopment Law "), and was authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Santa Ana. B. Assembly Bill lx 26, chaptered and effective on June 28, 2011, added Parts 1.8 and 1.85 to Division 24 of the California Health and Safety Code, which caused the dissolution of all redevelopment agencies and winding down of the affairs of former agencies, including as such laws were amended by Assembly Bill 1484, chaptered and effective on June 27, 2012 (together, the "Dissolution Act"). C. As of February 1, 2012 the Former Agency was dissolved pursuant to the Dissolution Act and the Successor Agency serves as the successor agency to the Former Agency. D. The Successor Agency administers the enforceable obligations of the Former Agency and otherwise unwinds the Former Agency's affairs, all subject to the review and approval by a seven- member oversight board ( "Oversight Board "). E. The Former Agency was obligated to make certain statutory pass through payments to the Taxing Agency pursuant to Health and Safety Code Section 33607,5 and Section 33607.7 ( "Tax Sharing Payments "). F. Upon dissolution of the Former Agency; the Tax Sharing Payments were calculated and disbursed by the Orange County Auditor-Controller ( "CAC "). G. The Taxing Agency alleges that the Former Agency incorrectly calculated the Tax Sharing Payments, resulting in past -due, retroactive Tax Sharing Payments owed to the Taxing Agency and other affected taxing agencies ( "Taxing Agency Allegations "). H. The Taxing Agency hired a consultant to calculate the Tax Sharing Payments the Taxing Agency alleges are owed to the Taxing Agency and other affected taxing agencies; such payments are set forth on Exhibit A, attached hereto and incorporated herein, and are referred to as the "Payments." The Successor Agency has not independently verified the calculations of the M EXHIBIT 1 payments undertaken by the Taxing Agency and is relying on the Taxing Agency's assertion that the Payments are properly calculated and lawfully owed tinder the Redevelopment Law and the Dissolution Act. 1. Subject to the terms and conditions hereof, the Parties desire to compromise and settle all claims and terminate all disputes that have been or could have been asserted by and among the Parties relating to the calculation and payment of the Payments, all without admitting liability on behalf of any of the Parties. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, the covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: I . Effectiveness of Agreement; Third Party Approvals. This Agreement shall become effective upon (A) execution of this Agreement by the Parties, and (B) approval of this Agreement by resolution of the Oversight Board, and (C) following Oversight Board approval, upon passage of the time periods prescribed by applicable law, either by no review of such Oversight Board action being timely requested by the California Department of Finance ( "DOF" ), or by DOF approval or lack of objection thereto. 2. Payment to Taxing Agency: The Successor Agency hereby agrees to pay to the Taxing Agency and each other affected taxing agencies the respective amounts set forth in Exhibit A (collectively, the "Payments "). The Payments shall be made within thirty (30) days following the Successor Agency's receipt of moneys from the County Auditor - Controller for the applicable six -month fiscal period covered by the first Recognized Obligation Payment Schedule ( "ROPS ") on which the Payments are approved as a line item following the Effective Date hereof. 3. Subordinate Oblation; Distribution of RPTTF. The Parties acknowledge and agree that all Redevelopment Property Tax Trust Fund ( "RPTTF ") moneys attributable to the Former Agency's redevelopment project areas will be distributed by the CAC in accordance with Health & Safety Code Section 34183, The Payments shall be satisfied out of excess RPTTF moneys (`Excess RPTTF ") available after payment of the County administration fee, all pass through payments, all enforceable obligations including bonds and other indebtedness, and the Successor Agency's administrative expenses (collectively, the "Prior Obligations "). To the extent Excess RPTTF is available after payment of all Prior Obligations in a given ROPS period, such Excess RPTTF shall be applied to payment of the Successor Agency Payment Obligations due during the applicable ROPS period. If the Excess RPTTF in a ROPS period is insufficient to enable the Successor Agency to make the Payments due during that ROPS period, the insufficiency shall be paid in future BOPS periods, without interest, as and when sufficient Excess RPTTF moneys are available, A. Subiect to Prior Obligations. The Parties acknowledge and agree that the Payments under this Agreement are junior to all obligations of the Successor Agency with a prior claim on, or pledge of, moneys in the RPTTF, pursuant to Health & Safety Code Section 34183 or other laws, including all other enforceable obligations on each applicable ROPS. P EXHIBIT 1 4. Release byTaxing Agene_y. Except for the obligations imposed under this Agreement, the Taxing Agency, on behalf of itself, its predecessors, successors, assigns, agents, relatives, heirs, beneficiaries, affiliates, attorneys, insurers and all others claiming by and through the Taxing Agency, does hereby release, discharge and covenant not to sue the Successor Agency and the City, as well as their council members, board members, staff, officers, directors, partners, employees, shareholders, members, managers, subsidiaries, parent and related corporations or entities, agents, representatives, attorneys, successors, assigns, heirs, relatives, descendants, administrators, executors, beneficiaries, trustees, insurers and predecessors and successors -in- interest, from and for all actions, claims, charges, liabilities, obligations, benefits, compensation, damages, fees, expenses, or suits of any kind whatsoever, known or unknown, which the Taxing Agency now has, or may ever have had, arising out of or relating to the Payments, the Tax Sharing Payments and/or the Taxing Agency Allegations. A. Full Defense, The provisions of this Section 4 may be pleaded as a full and complete defense to, and may be used as the basis for any injunction against, any action, suit, or other proceeding that may be instituted, prosecuted, or attempted in breach of this Section 4. B. Civil Code Section 1542. The Taxing Agency acknowledges and understands that the matters released herein may involve facts and circumstances currently unknown to the Taxing Agency, but nevertheless the Taxing Agency intends that the releases provided herein shall be general releases, and that they shall effectively release all actions, claims, charges, liabilities, obligations, benefits, compensation, damages, fees or suits of any kind whatsoever in connection with, arising out of or relating to the Payments, the Tax Sharing Payments and /or the Taxing Agency Allegations, even if they involve unknown facts and circumstances. The Taxing Agency hereby acknowledges that it has been fully advised of Hie contents of Section 1542 of the Civil Code of the State of California, which reads as follows: Section 1542. (General Release; extent.) A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. The Taxing Agency hereby expressly waives and relinquishes any and all rights and benefits under Civil Code Section 1542 and any law or legal principle of similar effect in any jurisdiction with respect to the releases granted in this Section 5. Taxing Agency Initials 5. Indemnification by Taxing Agency, Taxing Agency hereby agrees to indemnify and hold harmless Successor Agency, City and their respective affiliates, officers, directors, agents, servants, employees, contractors and subcontractors and the employees of any of the foregoing (each, "Indemnitees "), from and against any and all liabilities, claims, losses, fines, damages, costs and expenses (including costs and expenses of defense), which are caused in 4 -7 EXHIBIT 1 whole or in part by or arise out of this Agreement, including without limitation the Payments required by Section 1 of this Agreement, and further expressly including claims or damages asserted against the Indemnitees by other affected taxing agencies or other third parties. If any provision of this indemnity is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this indemnity will remain in effect to the maximum extent permitted by law. 6. No Material Reliance. There are no unwritten, oral or verbal understandings, agreements, promises or representations of any kind whatsoever as between the Parties that are not contained in this Agreement. The Parties each represent and acknowledge that, in executing this Agreement, they have not relied upon any representation, statement, omission, agreement or promise made by any other Party except as set forth in this Agreement, nor have they relied upon any representation, statement, agreement, omission or promise made by the other Party's agents, representatives, or attorneys, except as set forth in this Agreement. 7. Final and Binding Agreement. The Parties have each made such investigation of the facts pertaining to this Agreement as they have deemed necessary. This Agreement is intended to be and is the final, binding and fully integrated agreement of the Parties, regardless of any claims of either of the Parties of misrepresentation, concealment of fact, or mistake of law or fact. 8. No Admission of Liability. The Taxing Agency acknowledges and agrees that this Agreement does not constitute an admission by the Successor Agency of liability, does not constitute any factual or legal precedent whatsoever, and may not be used as evidence in any subsequent proceeding of any kind, except in an action alleging a breach of this Agreement. 9. Entire Agreement. This Agreement supersedes all prior and contemporaneous oral and written agreements, understandings, and representations, if any between the Parties. 10. Neutral Interpretation. The Parties each acknowledge that they are entering into this Agreement having fully reviewed its terms and legal effect, in consultation with their respective legal counsel. The wording of this Agreement was reviewed and accepted by each Party and their legal counsel prior to execution. This Agreement was drafted equally by all Parties, and no Party shall be entitled to have any wording construed for or against any other Party in the event of a dispute, 11. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and together constitute the same agreement, whether each Party executes a separate counterpart. 12. Notices. All notices and requests required or pennitted under this Agreement shall be made in writing by United States mail to the following: Successor Agency: Successor Agency to the Community Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza 0 woo EXHIBIT 1 Santa Ana, California 92701 Attention: Executive Director With copies to: City Attorney City of Santa Ana 20 Civic Center Plaza, 7`' Floor (M -29) Santa Ana, California 92702 City Clerk City of Santa Ana 20 Civic Center Plaza, 81' Floor Santa Ana, California 92702 Taxing Agency: Santa Ana Unified School District 1601 E. Chestnut Avenue Santa Ana, CA 92701 -6322 13. Parties Shall Bear Their Own Fees And Costs. Each of the Parties shall bear its own attorneys' fees and costs relating to this Agreement. 14. Attorneys' Fees. In the event it is necessary for any Party to this Agreement to initiate legal proceedings to enforce this Agreement or adjudicate any issues under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs and disbursements, including reasonable expert fees and costs, if any. 15. Enforcement. Enforcement of this Agreement shall be governed by the laws of the State of California. Any action concerning this Agreement must be brought in a state court in the County of Orange, State of California. 16. Successor and Assigns. This Agreement shall be binding upon and inure to the Parties hereto and their respective heirs, executors, administrators, successors and assigns. 17. Authority to Execute. Each of the persons silming below on behalf of the Parties specifically represents and acknowledges that he or she has been authorized to do so by the Party on whose behalf he or she has executed this Agreement. [Signatures appear on following pages.] 4 -9 EXHIBIT 1 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written. SUCCESSOR AGENCY TO TIIE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA SANTA ANA UNIFIED SCHOOL DISTRICT By: _ By Its: City Manager Its: ATTEST By: Maria D. Huizar Title: Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: Lisa E. Storek Title: Assistant City Attorney ATTEST By: _ Title: APPROVED AS TO FORM By: _ Title: 6 4 -10 EXHIBIT A ®� s MEMORANDUM To: City of Santa Ana Redevelopment Successor Agency ( "Successor Agency ") From: Dolinka Group LLC, on behalf of Affected Taxing Entities RE: Unfunded Prior -Year Pass- Through Payments (ROPS 14 -15B) Date: August 4, 2014 Summary The Successor Agency and the below listed Affected Taxing Entities ( "ATEs ") have agreed to certain unfunded prior -year pass- through payments which are proposed to be included on Recognized Obligation Payment Schedule ('BOPS') 14 -15B for review by the Successor Agency Oversiqht Board and Department of Finance. The followinq are the aqreed to amounts: Project Name/ Obligation Descriptioni Total Outstanding :,Debt .. Obligation Unfunded Prior -Year Unfunded Unfunded Prior -Year Pass - Through HSC 33607.7 City of Santa Ana Pass- Through $963,528.22 Payment Obligations Payments Payment Obligations (FY 04/05 - 10/11) Unfunded Prior -Year Unfunded Unfunded Prior -Year Pass - Through HSC 33607.7 County of Orange Pass - Through Payment Obligations $334,831.67 Payment Obligations Payments (FY 04/05 - 10/11) Unfunded Prior -Year Unfunded Unfunded Prior -Year Pass - Through HSC 33607.7 OC Flood Control Pass - Through $107,460.84 Payment Obligations Payments District Payment Obligations (FY 04/05 - 10/11) Unfunded Prior -Year Unfunded Unfunded Prior -Year Pass - Through HSC 7 OC Harbors Beaches Pass - Through $83,062.20 Payment Obligations Paymments enu and Parks CSA 26 Payment Obligations (FY 04/05 - 10/11) Unfunded Prior -Year Unfunded Unfunded Prior -Year Pass - Through HSC 33607.7 OC Sanitation #1 Pass- Through Payment Obligations $98,989.74 Payment Obligations Payments (FY 04/05 - 10/11) Unfunded Prior -Year Unfunded Unfunded Prior -Year Pass - Through HSC 33607.7 OC Sanitation #2 Pass- Through Payment Obligations $17,821.18 Payment Obligations Payments (FY 04/05 - 10/11) Unfunded Prior -Year Unfunded Unfunded Prior -Year Pass - Through HSC 33607.7 OC Sanitation #7 Pass- Through Payment Obligations $2,474.27 Payment Obligations Payments (FY 04/05 - 10/11) Unfunded Prior -Year Unfunded Unfunded Prior -Year Pass - Through HSC 33607.7 Orange Cc Cemetery Pass - Through $2,701.17 Payment Obligations Payments Fund Payment Obligations (FY 04/05 - 10/11) 20 PACIFICA, SUITE 900. IRVINE, CA 92618 4431 F949.260,8301 VNNNDOLINKAGROUP,COM EXHIBIT A August 4, 2014 Unfunded Prior -Year Pass - Through Payments (ROPS 14 -1513) Minks Group, LLC on behalf of Affected Taxing Entities Page 2 of 5 4 -12 Unfunded Prior -Year Unfunded Prior -Year Pass - Through Unfunded HSC 33607.7 Orange Co Vector Pass - Through $6,068.82 Payment Obligations Payments Control District Payment Obligations (FY 04/05 - 10/11) Unfunded Prior -Year Unfunded Unfunded Prior -Year Pass - Through HSC 33607.7 Orange Co Water Dist -Water Reserve Pass- Through Payment Obligations $608.03 Payment Obligations Payments (FY 04/05 - 10/11) Unfunded Prior -Year Unfunded Prior -Year Pass- Through Unfunded HSC 33607.7 Orange County Pass- Through $15,250.60 Payment Obligations Payments Transit Authority Payment Obligations (FY 04/05 - 10/11) Unfunded Prior -Year Unfunded Orange County Water Unfunded Prior -Year Pass - Through Pass - Through HSC 33607.7 District Payment Obligations $29.403.51 Payment Obligations Payments (FY 04105 - 10/11) Unfunded Prior -Year Unfunded Santa Ana Unified Unfunded Prior -Year Pass- Through Pass - Through HSC 33607.7 School District t Payment Obligations $1,638,455.62 Payment Obligations Payments (FY 04/05 - 10/11) Unfunded Prior -Year Unfunded Orange Unified Unfunded Prior -Year Pass - Through Pass - Through HSC 33607.7 School District Payment Obligations $281,356.17 Payment Obligations Payments (FY 04/05 - 10/11) Unfunded Prior -Year Unfunded Tustin Unified School Unfunded Prior -Year Pass - Through Pass - Through HSC 33607.7 District Payment Obligations $48,295.32 Payment Obligations Payments (FY 04/05 - 10/11) Unfunded Prior -Year Unfunded Rancho Santiago Unfunded Prior -Year Pass- Through Pass - Through HSC 7 Community College Payment Obligations $406,563.48 Payment Obligations Payments menu District (FY 04105 - 10/11) Unfunded Prior -Year Unfunded South Orange County Unfunded Prior -Year Pass- Through Pass - Through HSC 33607.7 Community College Payment Obligations $9,737.60 Payment Obligations Payments District (FY 04/05 - 10/11) Unfunded Prior -Year Unfunded OC Department of Unfunded Prior -Year Pass - Through Pass- Through HSC 33607.7 Education Payment $106,797.80 Payment Obligations Payments (FY 04/05 - 10/11) 04/ 5 - 10 11) Unfunded Prior -Year Unfunded Unfunded Prior -Year Pass- Through Pass - Through HSC 33607.7 ERAF $927,601.73 Payment Obligations Payment Obligations Payments (FY 04/05 - 10/11) NA NA $5,081,007.97 4 -12 EXHIBITA August 4, 2014 Unfunded Prior -Year Pass - Through Payments (ROPS 14 -1513) Dolinka Group, LLC on behalf of Affected Taxing Entities Page 3 of 5 Health and Safety Code 33607.7 ( "HSC 33607.7') Payments On October 18, 2010, the Successor Agency adopted Ordinance No. NS 2809 (see Attachment #1) which eliminated the time limit for incurring indebtedness for the Project Areas of (i) Santa Ana CRA Downtown 72 -73 & 74 -75 and (ii) Santa Ana CRA Intercity Commuter project areas (the "Project Areas ") (originally referred to as the (i) Central City and (ii) Inter City project areas by the city of Santa Ana). This action by the Successor Agency triggered annual HSC 33607.7 (see Attachment #2) pass- through payments ( "SB 211 Payments ") to all ATEs that did not previously enter into a contractual pass- through agreement. Only 2 of the 19 ATEs entered into contractual pass- through agreements (OC Sanitation #1 Special District and Orange County Water District). The following is a table that summarizes the ATEs entitled to HSC 33607.7 payments [ "X" indicates the Affected Taxing Entity is eligible for HSC 33607.7 payments]: 1 City of Santa Ana X X -' 2 County of Orange X X 3 OC Flood Control District X X 4 OC Harbors Beaches and Parks CSA 26 X X 5 OC Sanitation #1 X PTA 6 OC Sanitation #2 X NA 7 OC Sanitation #7 NA X 8 Orange Co Cemetery Fund X X 9 Orange Co Vector Control District X X 10 Orange Co Water Dist -Water Reserve X X 11 Orange County Transit Authority X X 12 Orange County Water District X PTA 13 Santa Ana Unified School District X X 14 Orange Unified School District X NA 15 Tustin Unified School District NA X 16 Rancho Santiago Community College District X X 17 South Orange County Community College District NA X 18 OC Department of Education X X 19 ERAF X X [NA] Denotes Affected Taxing Entity is not included in the Project Area [PTA] Denotes Affected Taxing Entity is not entitled to HSC 33607.7 payments because of an existing contractual agreement 4 -13 EXHIBIT A August 4, 2014 Unfunded Prior -Year Pass - Through Payments (ROPS 14 -15B) Dolinka Group, LLC on behalf of Affected Taxing Entities Page 4 of 5 Commencement of Payments HSC 33607.7 payments should have commenced from the fiscal year following the fiscal year in which the time limit for incurring indebtedness would have expired if it had not been eliminated. Prior to Ordinance No. NS 2809, the time limit on incurring indebtedness was fiscal year 2003/2004. Thus, HSC 33607.7 payments should have commenced in fiscal year 2004/2005 (see Attachment #3). The Successor Agency did not remit HSC 33607.7 payments to ATEs in fiscal years 2004/2005 — 2010/2011. The table in the Summary identifies the total HSC 33607.7 payments owed to ATEs from fiscal year 2004/2005 — 2010/2011. The following are the amounts owed broken down by project area (see Attachment #4 for detailed calculations) Affected Taxing Entities City of Santa Ana Santa Ana CRA Downtown $716,901.30 Santa Ana CRA-Intercity Communter $246,626.92 Total $963,528.22 County ofOrange $249,114.01 $85,717.66 $334,831.67 OC Flood Control District $79,954.77 $27,506.07 $107,460.84 OC Harbors Beaches and Parks CSA 26 $61,800.89 $21,261.31 $83,062.20 OC Sanitation #1 $98,989.74 PTA $98,989.74 OC Sanitation #2 $17,821.18 NA $17,821.18 OC Sanitation #7 NA $2,474.27 $2,474.27 Orange Co Cemetery Fund $2,009.70 $691.47 $2,701.17 Orange Co Vector Control District $4,515.64 $1,553.18 $6,068.82 Orange Co Water Dist -Water Reserve $441.55 $166.48 $608.03 Orange County Transit Authority $11,347.07 $3,903.53 $15,250.60 Orange County Water District $29,403.51 PTA $29,403.51 Santa Ana Unified School District $1,193,664.62 $444,791.00 $1,638,455.62 Orange Unified School District $281,356.17 NA $281,356.17 Tustin Unified School District NA $48,295.32 $48,295.32 Rancho Santiago Community College District $308,754.91 $97,808.57 $406,563.48 South Orange County Community College District NA $9,737.60 $9,737.60 OC Department of Education $79,459.78 $27,338.02 $106,797.80 ERAF NA [NA] Denotes Affected Taxing Entity is not included in the Project $689,572.55 $238,029.18 $927,601.73 1 11 58 $5,081,007 Area [PTA] Denotes Affected Taxing Entity is not entitled to HSC 33607.7 payments because of an existing agreement 4 -14 EXHIBIT A August 4, 2014 Unfunded Prior -Year Pass - Through Payments (ROPS 14 -15B) Dolinka Group, LLC on behalf of Affected Taxing Entities Page 5 of 5 Attachments: Attachment #1 — Ordinance 2809 a. On October 18, 2010 the City of Santa Ana ( "City ") approved and adopted Ordinance 2809 thereby eliminating the time limit to incur indebtedness for both project areas. As evident by Section 1 (D), the City acknowledged the requirement to commence statutory payments in accordance with Health and Safety Code 33607.7. After review of historical records, it was determined that only two (2) affected taxing entities have executed pre -1994 pass- through agreements. II. Attachment #2 — Health and Safety Code ( "HSC ") 33607.7(a) a. In accordance with HSC 33607.7 (a), the elimination of the time limit to incur indebtedness by Ordinance 2809 shall trigger HSC 33607.7 payments to all ATEs without contractual pass- through agreements. III. Attachment #3 — Health and Safety Code ( "HSC') 33607.7 (c) a. In accordance with HSC 33607.7 (c) the adjusted base year is to be identified as fiscal year in which the time limitation would have taken effect prior to the amendment. Additionally, HSC 33607.7 payments commence the first fiscal year following the adjusted base year. IV. Attachment #4 - Calculation of ATE Amounts a. The attached documents are the detailed calculations of HSC 33607.7 payments owed to each ATE. Due to the fact that no HSC 33607.7 payments were paid between fiscal year 2004/2005 — 2010/2011 these amounts also represent the Unfunded Prior Year Pass Through Payments. 4 -15 EXHIBIT A August 4, 2014 Unfunded Prior -Year Pass - Through Payments (ROPS 14 -15B) Dolinka Group, LLC on behalf of Affected Taxing Entities Attachment 1 4 -16 ORDINANCE NO. NS -2809 AN ORDINANCE OF THE SANTA ANA AMENDING,,, AND BRISTOL •REDEV D EXHIBIT A JWF 9129/10 NCIL OF THE CITY OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: SECTION 1: The City Council of the City of Santa Ana hereby, finds, determines and declares as follows: A. California Health & Safety Code Section 33333.6(a) & (b), part of the Community Redevelopment Law, was amended by Assembly Bill 1290 in 1993 to impose time limits on incurring debt, receipt of tax increment and effectiveness of the plan. The outside time limit for incurring debt under AB 1290 for plans adopted prior to 1994 was the later of 20 years after plan adoption or January 1, 2004. B. Senate Bill 211 (effective January 2002) permits the amendment of a pre- 1994 plan to completely delete the debt incurrence deadline, with the result that an agency can incur debt under such a plan up to the deadline for the effectiveness of the plan. C. E. The Community Redevelopment Agency of the City of Santa Ana (the "Agency ") is considering issuing approximately $62,000,000 in tax allocation bonds in late 2010 to restructure existing debt of the Agency as well as to issue approximately $5,900,000 of federally taxable Recovery Zone bonds Qointly, the "2010 Tax Allocation Bonds "). Elimination of the Ordinance No. NS -2809 Page 1 of 3 4 -17 W77117frG1 debt incurrence time limit for these redevelopment plans is necessary for the structuring of the 2010 Tax Allocation Bonds. SECTION 2: As used in this Ordinance, the following definitions shall apply: Agency shall mean the Community Redevelopment Agency of the City of Santa Ana. Community Redevelopment Law shall mean Part 1 (commencing with Section 33000) of Division 24 of the California Health & Safety Code, as amended from time to time. Bristol Plan shall mean the Bristol Corridor Redevelopment Plan originally adopted by Ordinance No, NS -2039 on or about December 4, 1989, as amended. Tax increment shall mean property tax revenues allocated to the Agency pursuant to Section 333670 of the Community Redevelopment Law. Time limit on incurring indebtedness, Time limit on plan effectiveness, Time limit on receipt of tax increment shall have those meanings as described in subdivisions (a), (b) and (c), respectively, of Section 33333.6 of the Community Redevelopment Law, subject to all exceptions specified in the Community Redevelopment Law. SECTION 4: If any section, subsection, sentence, clause, phrase or word of this Ordinance is for any reason held to be invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed and adopted this Ordinance, and each and all provisions hereof, irrespective of the fact that one or more provisions may be declared invalid. SECTION 5: This ordinance shall become effective upon the issuance and sale of the 2010 Tax Allocation Bonds. ADOPTED this 18th day of October 2010. Ordinance No. NS -2809 Page 2 of 3 4 -18 EXHIBITA TO FORM: YES: Councilmembers: Alvarez, Benavides Bustamante, Martinez, Pulido Tinaiero Sarmiento (7) NOES: Councilmembers: None (0) ABSTAIN: Councilmembers: None (0) NOT PRESENT: Councilmembers: None (0) CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that Ordinance No. NS -2809 to be the original ordinance adopted by the City Council of the City of Santa Ana on October 18, 2010 and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS -2809 Page 3 of 3 4 -19 EXHIBIT A August 4, 2014 Unfunded Prior -Year Pass - Through Payments (ROPS 14 -15B) Dolinka Group, LLC on behalf of Affected Taxing Entities Attachment 2 4 -20 CA Codes (hsc:33600- 33608) project area in the 30th fiscal year in which the agency receives tax increments. (e) (1) Prior to incurring any loans, bonds, or other indebtedness, except loans or advances from the community, the agency may subordinate to the loans, bonds, or other indebtedness the amount required to be paid to an affected taxing entity by this section, provided that the affected taxing entity has approved these subordinations pursuant to this subdivision. (2) At the time the agency requests an affected taxing entity to subordinate the amount to be paid to it, the agency shall provide the affected taxing entity with substantial evidence that sufficient funds will be available to pay both the debt service and the payments required by this section, when due. (3) Within 45 days after receipt of the agency's request, the affected taxing entity shall approve or disapprove the request for subordination. An affected taxing entity may disapprove a request for subordination only if it finds, based upon substantial evidence, that the agency will not be able to pay the debt payments and the amount required to be paid to the affected taxing entity. If the affected taxing entity does not act within 45 days after receipt of the agency's request, the request to subordinate shall be deemed approved and shall be final and conclusive. (f) (1) The Legislature finds and declares both of the following: (A) The payments made pursuant to this section are necessary in order to alleviate the financial burden and detriment that affected taxing entities may incur as a result of the adoption of a redevelopment plan, and payments made pursuant to this section will benefit redevelopment project areas. (B) The payments made pursuant to this section are the exclusive payments that are required to be made by a redevelopment agency to affected taxing entities during the term of a redevelopment plan. (2) Notwithstanding any other provision of law, a redevelopment agency shall not be required, either directly or indirectly, as a measure to mitigate a significant environmental effect or as part of any settlement agreement or judgment brought in any action to contest the validity of a redevelopment plan pursuant to Section 33501, to make any other payments to affected taxing entities, or to pay for public facilities that will be owned or leased to an affected taxing entity. (g) As used in this section, a "local education agency" is a school district, a community college district, or a county office of education. 33607.7. (a) This section shall apply to aredevelopment plan. amendment for any redevelopment plans adopted prior to January 1, 1994, that increases the limitation on the number of dollars to be allocated to the redevelopment agency or that increases, or eliminates pursuant to paragraph (1) of subdivision (e) of Section' 33333.6; the time limit on the establishing of loans, advances, and indebtedness: established pursuant to paragraphs (1) and (2) of subdivision (a) of Section 33333.6, as those paragraphs read on December 31, 2001, or that lengthens the period during which the redevelopment plan is effective if the redevelopment plan being amended contains the provisions required by subdivision (b) of Section 33670. However, this section shall not apply to those redevelopment plans that add new territory. (b) If a redevelopment agency adopts an amendment that is governed by the provisions of this section, it shall pay to each affected Page 5 of 8 EXHIBIT A 4 -21 http: / /www.leginfo.ca. gov /cgi- bin/displaycode? section —hsc &group= 33001 - 34000 &file= 336... 7/8/2014 EXHIBIT A August 4, 2014 Unfunded Prior -Year Pass - Through Payments (ROPS 14 -15B) Dolinka Group, LLC on behalf of Affected Taxing Entities Attachment 3 4 -22 CA Codes (hsc:33600- 33608) Page 6 of 8 EXHIBITA taxing entity either of the following: (1) If an agreement exists that requires payments to the taxing entity, the amount required to be paid by an agreement between the agency and an affected taxing entity entered into prior to January 1, 1999. (2) If an agreement does not exist, the amounts required pursuant to subdivisions (b), (c), (d), and (e) of Section 33607.5, until termination of the redevelopment plan, calculated against the amount of assessed value by which the current year assessed value exceeds an adjusted base year assessed value. The amounts shall be allocated between property taxes and educational facilities, including, in the case of amounts paid during the 2011 -12 fiscal year through the 2015 -16 fiscal year, inclusive, land acquisition, facility construction, reconstruction, remodeling, maintenance, or deferred maintenance, according to the appropriate formula in paragraph (3) of subdivision (a) of Section 33607.5. In determining the applicable amount under Section 33607.5, the first fiscal year shall be the first fiscal year following the fiscal year in which the adjusted base year value is determined. (c) The adjusted base year assessed value shall be the assessed value of the project area in the year in which the .limitation being- amended would have .taken effect without - theamendment or, if more than one limitation is being amended, the first year in which one or more of the limitations would have taken effect without the amendment. The agency shall commence making these payments pursuant: to the .terms of the agreement, if applicable,or, -if an..agreement does notexist, -in the first fiscal year following the fiscal year in which the adjusted base year value is determined.; 33607.8. (a) Notwithstanding any other provision of law, a redevelopment agency may make payments from tax increment funds to an affected taxing entity that is a state water supply contractor in accordance with both of the following requirements: (1) The payment shall not exceed the amount that, but for the activities of the redevelopment agency, otherwise would have been received by the affected taxing entity pursuant to a tax that was originally approved by the state's voters prior to July 1, 1978. (2) The payments shall be made for the purpose of funding the payments of the state water supply contractor pursuant to its water supply contract with the Department of Water Resources for the costs of building, operating, maintaining, and replacing the State Water Resources Development System. (b) Allocations made by a redevelopment agency for payments made pursuant to subdivision (a) shall not cause any reduction in payments to an affected taxing entity pursuant to paragraph (2) of subdivision (a) of Section 33607.5. (c) For purposes of this section: (1) "State Water Resources Development System" has the same meaning as used in Section 12931 of the Water Code. (2) "State water supply contractor" has the same meaning as used in Section 11975 of the Water Code. 33608. (a) All acts and proceedings heretofore or hereafter taken under color of law by a charter city meeting the criteria of subdivision (g) and its redevelopment agency in a county with a population over 9,000,000 with respect to a reimbursement agreement 4 -23 http:// www. legiDfo .ca.gov /cgi- bin/displayeode? section =hsc &group= 33001 - 34000 &file = 336... 7/8/2014 EXHIBIT A August 4, 2014 Unfunded Prior -Year Pass - Through Payments (ROPS 14 -15B) Dolinka Group, LLC on behalf of Affected Taxing Entities Attachment 4 4 -24 Q H m_ n 1 {A T h N W m n Q M V N � c� c 3Q Q � N O � LL Q C A N N t0 Q C d A c aQp c o N =y p A T m U O N N U G a C C � � L a ry L d � W.L C r v N v E � h � e N N W m `mQ N t m o � � z 6 g � c O i C N U �U'QU Q M m b K N V V N` N N (O r M I V N O ^ V i9 19 WW MW W V` F W N N W N N F V cl W e W M a O N W N V L,2 N M W � W O N W W M W W d3 `f N,6 W.Q V [a p N M M p N N M O h Y f0 N 1` fV W W Q O N W M f9 M N r M Hi M M O] ° r O tN0 lW0 (^O O N V IA W W M N i9 v 'p W W N v o Nm `o 0 <n vgi m_$:o N m E • m U S d h O� N H QQ 4 -25 Q r 0] W m � v W m V M � x S N—°� h � C a 3� �N N G � O � N o C LL Q C b T A m Q C d d+� L' Q V 0 � � N a ° N 00 F7 v v N a °c E °— T ° O C C N i� yC N N E �- m v m¢ a C U N o � A A � N o_ U�U'aU m m m o m o Q Z o V of a w m o oem m �i v M min .- LO m r Ol W N N O� m m O (NO h �M IA fA m N � r V M m _ M m e VI N N N m.N r yN O 6� m m N O umi OMi m N V yM m V D° Wm a r° me M O O r m 0 V .- m umi y o M � m m N r m e yr o ry e m o w N O r O f9 f9 Vi m O M r N M m YNi O N m V A N V O ry m m N f9 M en w e> N .- f° f9 d3 p m m w w w N N 'A 'A C C W W C a O - o m rn Ti v o LL t `v m m rn m a9i .3w Q i r G t L v ry V Q v9 m E o E E W 4 -26 m 4 N s. ti � � o � v � ti m Q M U r> E s r a N d I� y C � Y R Q Q R N m o CLL Q C @ N •T 10 Q I.J E o N T 8 a SY o U o o O N O o a LL O to 00 N WN U N C N a C C t N E O R a nv o . 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N � = a 3� cq Q � O m N Uo C w Q (tl C N N T f0 Q � 4/ G w yN � N � V A N Q Q a � V O Nco W V E X C w a G C t N E °- 0 a� c« =E v m o � E �T N U C N N N Q�J N � y � N m O U Z N c U N � j C N � U B E U U U'QU `Z b _ W m° O V° LO o a W v M w en W �h ill N r V M � °m ry a W W w � v o in m m m om° N V m V M W W N O 19 f9 W q 1 N- N . ro o N W W W W M W N W o h o O N N a N M W e M O b M O r Obi W O (O y� W O N W W W o a o 0 V YNi O N I� V O.H N f` fV O N W 0) N r F9 f9 M tq °a n io m o w N c IO fR Yi O N W W V f9 fLY W m r a c w w 0o m w m o a c a N K m U- a� p� y� Q Q 4 -33 Q C N C N U 4 m_ w I N � n n � � rn 06 5 U p N 0 1y� y 9 i c Q O m sO N U E 6 w C a N .T m C w S Ea iv c eV O � F N � o a � U O U) Do N U N N a C Y A � L Ta O O L O � f9 rj C r r N ' E m v O °m E� c � m E v Q N L 0 v m E Z = N N C V � O � � O � mrn�a ua�= O _ U�U'GU 4 -34 N O O V V W NW M •::fA M r K � M H M ro v n m m� N OJ l0 � V N I� N O N 10 V W W N N l00 N (p OJ N M N f9 f9 W N � N Mm N N VO fA fO N 01 COi M NW M W O � W N lN1Y O O ` V3 � tm+l V ° N O N° O° Oql N V V O f0 h M O N M M O O V In tO O r N O O N f9 W O N Lo V M N O^I N:O ^N N I� N M � O N M W F9 M N P M fA W 3 rz M D O a O N Lo 16 W W f9 t9 fA N A irJ W N D C LLLLa 0 o w �u • Q N¢ v o E N 2 N� • m U� a� Q�� ti¢ EoE a 4 -34 Q m_ 2 A N ati n C o d N O Q M U E_ n m N v I� y C .d0 3� Y N a 02 C3 d N N @ li C Q C O N N IL N _T C V Q f! � Vtll d � R L3 O O O U � N d MOO d v a v v u x m c d m a �t d a {gyp L d � C r - N v d Q = v E � N U N N N N.. 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