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Resolution No. 2017-010RESOLUTION NO. 2017-10 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AN AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS BETWEEN THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON AND THE CITY OF VERNON [2005 TAX ALLOCATION BONDS] WHEREAS, pursuant to Assembly Bill Xl 26, enacted on June 28, 2011, Assembly Bill 1484, enacted on June 27, 2012, and other subsequent legislation (collectively, the "Dissolution Law"), the Redevelopment Agency of the City of Vernon ("Redevelopment Agency") was dissolved on February 1, 2012; and WHEREAS, pursuant to Health and Safety Code Section 34173, the City of Vernon elected to serve as the Successor Agency to the Redevelopment Agency and pursuant to Health and Safety Code Section 34173(g), the Successor Agency is a separate public entity from the City; and WHEREAS, pursuant to Health and Safety Code Section 34191.4(c), after a successor agency has received a finding of completion from the state Department of Finance ("DOF"), a successor agency, with the approval of its oversight board, may list enforceable obligations to expend excess bond proceeds on its Recognized Obligation Payment Schedule ("ROPS"), so long as such expenditures are consistent with the bond covenants; and WHEREAS, the Successor Agency received a Finding of Completion from DOF on April 17, 2013; and WHEREAS, the Successor Agency has excess bond proceeds from the Redevelopment Agency's Industrial Redevelopment Project Tax Allocation Bonds, Series 2005 ("2005 Bonds"); and WHEREAS, the Successor Agency and City, by Resolution No. 2017-03, previously approved an Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds] ("Agreement") to have all the excess bond proceeds from the 2005 Bonds held by the Successor Agency transferred to the City to be expended in a manner consistent with the applicable bond covenants, which Agreement was approved by the Oversight Board by Resolution No. 42 on January 17, 2017; and WHEREAS, by letter dated March 10, 2017, the California Department of Finance ("DOF") notified the Successor Agency that it was not approving Oversight Board Resolution No. 42 because the amount of excess bond proceeds specified to be transferred to the City included 2005 bond reserves and tax revenue, and DOF returned Resolution No. 42 to the Oversight Board for reconsideration; and WHEREAS, the City and Successor Agency have revised the Agreement to revise the amount of 2005 bond proceeds eligible for transfer to the City pursuant to Health and Safety Code Section 34191.4(c); and WHEREAS, the Successor Agency had, as of June 30, 2016, approximately $22,892,349.60 in bond proceeds, with the exact amount to be transferred to the City to be approved by the DOF. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon hereby finds that this action is exempt under the California Environmental Quality Act ("CEQA") because it is a government fiscal activity that will not result in any change to the environment and, therefore, is not - 2 - a "project" as defined by CEQA Guidelines Section 15378. Even assuming the activity were a "project", it would be exempt from CEQA review in accordance with CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. SECTION 3: The City Council of the City of Vernon hereby approves the revised Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds], in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: Subject to the conditions set forth in Section 5, below, the City Administrator is hereby authorized and directed to execute the Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds], on behalf of the City, subject to any minor, technical and clarifying changes as may be approved by the City Attorney. The City Administrator, or his designee, is hereby further authorized and directed to take such actions as are necessary and appropriate to implement said Agreement on behalf of the City. SECTION 5: The approvals and authorizations set forth in Sections 3 and 4 of this Resolution are conditioned upon all of the following: a. Approval of the Agreement Regarding Expenditure of Excess Bond Proceeds by the Successor Agency; and b. Approval of the Agreement Regarding Expenditure of Excess Bond Proceeds by the Oversight Board, and submittal of such action to DOF for review in accordance with Health and Safety Code Section 34179(h); and C. Approval by DOF of the Oversight Board's action to approve the Agreement Regarding Expenditure of Excess Bond Proceeds, or - 3 - if DOF does not request a review within five business days, the Oversight Board's action becomes effective in accordance with said Section 34179(h). SECTION 6: The City Clerk, or Deputy City Clerk, of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City Clerk's, or Deputy City Clerk's, certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 21st day of March, 2017. ATTEST: Ma is E . la City Cl rk / APPROVED AS TO FORM: Name: William J. Davis Title: Mayor / - - Iris Yang, E Best Best & Krieger LLP, Special Counsel to the City of Vernon - 4 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Maria E. Ayala , City Clerk / Deputy City Gle.�rk- of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2017-10, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, March 21, 2017, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this 2.j day of March, 2017, at Vernon, California. (SEAL) - 5 - Mari (E.�AyaT City Clerk / Beputy Gi; y Glei=k EXHIBIT A Exhibit A AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS [2005 Bonds] - 6 - AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS [2005 Tax Allocation Bonds] This Agreement Regarding Expenditure of Excess Bond Proceeds ("Agreement") is entered into this 21 st day of March, 2017, by and between the Successor Agency to the Redevelopment Agency of the City of Vernon ("Successor Agency") and the City of Vernon, a charter city ("City"). The Successor Agency and the City are hereinafter collectively referred to as the "Parties." RECITALS A. Pursuant to the Community Redevelopment Law (Health & Saf. Code §33000 et al.) ("CRL"), the former Redevelopment Agency of the City of Vernon ("Redevelopment Agency") was responsible for implementing the Redevelopment Plan for the Industrial Project Area (the "Redevelopment Project Area"), originally adopted by the City Council of the City of Vernon ("City Council"). B. Pursuant to an Indenture of Trust Agreement, dated October 1, 2005, executed by and between the Redevelopment Agency and the Bank of New York Trust Company, N.A., as Trustee, (the "Trust Agreements"), the Redevelopment Agency issued Tax Allocation Bonds as more fully described below (collectively, the "2005 Bonds"). C. Following dissolution of the Redevelopment Agency on February 1, 2012, pursuant to Assembly Bill IX 26, the City elected to serve as the Successor Agency to the Redevelopment Agency. Pursuant to Health and Safety Code Section 34173(g), the Successor Agency is a separate public entity from the City. D. Health and Safety Code Section 34191.4(c) provides that once the Successor Agency has been issued a Finding of Completion by the California Department of Finance ("DOF"), the Successor Agency is authorized to use bond proceeds from bonds issued on or before December 31, 2010, in a manner consistent with the original bond covenants. Further, the Successor Agency may designate the use of and commit indebtedness obligation proceeds that were derived from indebtedness issued for redevelopment purposes after January 1, 2011, and that remain available after the satisfaction of enforceable obligations that have been approved on a Recognized Obligation Payment Schedule ("ROPS") and that are consistent with the indebtedness obligation covenants (hereafter "Excess Bond Proceeds"). E. The DOF issued a Finding of Completion to the Successor Agency on April 17, 2013. F. Health and Safety Code Section 34191.4(c) further provides that the expenditure of Excess Bond Proceeds must be listed separately on the applicable ROPS. Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003\29484102.2 G. The Parties desire to enter into this Agreement to use the Excess Bond Proceeds for the purposes identified in and consistent with the covenants contained in the Trust Agreement and related documents (the "Bond Covenants") and the requirements of the CRL, and to provide for the Successor Agency to transfer the Excess Bond Proceeds to the City to be used for such purposes. H. The execution of this Agreement was approved in a public meeting of the City Council and the Successor Agency on March 21, 2017. I. This Agreement was approved by the Oversight Board for the Successor Agency in a public meeting on , 2017. J. The Oversight Board's action to approve this Agreement was submitted to DOF pursuant to Health and Safety Code Section 34179(h), and DOF approved this Agreement on , 2017. NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises herein contained, the Parties hereby agree as follows: Recitals. The Recitals above are true and correct and are incorporated herein by reference. 2. Term. The term of this Agreement shall commence on the Effective Date, and shall continue in effect until the date that all Excess Bond Proceeds are expended in accordance with the requirements of this Agreement. 3. 2005 Bonds. The following bonds were issued by the Redevelopment Agency: Redevelopment Agency of the City of Vernon Industrial Redevelopment Project Tax Allocation Bonds, Series 2005, in the amount of $49,420,000, dated October 4, 2005, to be used to finance various public improvements within or benefiting the Redevelopment Project Area. As of June 30, 2016, the Successor Agency had approximately $22,892,349.60 in Excess Bond Proceeds available from the 2005 Bonds. The exact amount of Excess Bond Proceeds shall be determined by the Successor Agency, and as agreed to by the DOF. 4. Use of Excess Bond Proceeds. The City agrees that it shall use the Excess Bond Proceeds available from the 2005 Bonds identified above solely for the purposes identified in Recital G., above, or for other projects consistent with the 2005 Bond Covenants and the provisions of the CRL, as may be amended from time to time, that apply to the expenditure of such Excess Bond Proceeds. 5. Transmittal of Excess Bond Proceeds. Subject to the last sentence of Section 3, above, upon the Effective Date, the Successor Agency shall transfer the Excess Bond Proceeds (including any interest accrued thereon as of the Effective Date) to the City, and the City shall deposit such funds into a separate 2005 Excess Bond Proceeds Account for the City's use in accordance with the terms, conditions and purposes set forth in this Agreement. -2- Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003\29484102.2 6. Project Approvals; Environmental Review. This Agreement is not intended to limit in any manner the discretion of the City in connection with the issuance of approvals and entitlements for the projects described in this Agreement, nor to avoid legally required processes attendant to project approval, including, without limitation, the undertaking and completion of any required environmental review pursuant to the California Environmental Quality Act and the National Environmental Protection Act, as applicable, and the review and approval of plans and specifications. 7. Severability. If any term, provision, covenant, or condition set forth in this Agreement is held by the final judgment of a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions, covenants, and conditions shall continue in full force and effect to the extent that the basic intent of the Parties as expressed herein can be accomplished. In addition, the Parties shall cooperate in good faith in an effort to amend or modify this Agreement in a manner such that the purpose of any invalidated or voided provision, covenant or condition can be accomplished to the maximum extent legally permissible. 8. No Third -Party Beneficiaries; Assignments. Nothing in this Agreement is intended to create any third -party beneficiaries to this Agreement, and no person or entity other than the Successor Agency and the City, and the permitted successors and assigns of either of them, shall be authorized to enforce the provisions of this Agreement. 9. Further Assurances. Each Party agrees to execute, acknowledge and deliver all additional documents and instruments, and to take such other actions as may be reasonably necessary to carry out the intent of the transactions contemplated by this Agreement. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 12. Amendment. This Agreement may be modified or amended, in whole or in part, only by an instrument in writing, executed by the Parties. 13. Effective Date. This Agreement shall be effective when signed by both parties, and approved by the Oversight Board and DOF. -3- Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003 \29484102.2 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF VERNON Attest: Carlos Fandino, City Administrator Maria E. Ayala, City Clerk Approved as to Form: ma Hema Patel, City Attorney SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON By: Chairperson Attest: By: Secretary Approved as to Form: By: Legal Counsel -4- Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003 \29484102.2 STAFF REPORT GEC RECEIVED MAR 16 2017 CITY CLERK'S OFFICE STAFF REPORT FINANCE DEPARTMENT DATE: March 21, 2017 MAR 16 2017 CITY ADMINISTRATION^ x/,�4 V� TO: Honorable Mayor and Members of the .City Council of the City of Vernon FROM: William Fox, Director of Finance ! Originator: Outside Counsel, Iris Yang of Best Best & Krieger RE: A Resolution Approving an Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds] Recommendation A. Find that adoption of the proposed resolution for approval of the Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds] is exempt under the California Environmental Quality Act ("CEQA") because it is a government fiscal activity that will not result in any change to the environment and, therefore, is not a "project" as defined by CEQA Guidelines Section 15378. Even assuming the activity were a "project", it would be exempt from CEQA review in accordance with CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Adopt a resolution to approve an Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds]. Background Health and Safety Code Section 34191.4(c) provides that after the Successor Agency to the Redevelopment Agency has received a Finding of Completion from the state Department of Finance ("DOF"), the Successor Agency is authorized to use the bond proceeds from bonds issued on or before December 31, 2010, in a manner consistent with the original bond covenants. Further, the Successor Agency may designate the use of and commit indebtedness obligation proceeds that were derived from indebtedness issued for redevelopment purposes after January 1, 2011, and that remain available after the satisfaction of enforceable obligations that have been approved on a Recognized Obligation Payment Schedule ("ROPS") and that are consistent with the indebtedness obligation covenants (hereafter "Excess Bond Proceeds"). The Successor Agency received its Finding of Completion from DOF on April 17, 2013. Page 1 of 2 81176.00003\29638511.1 The Successor Agency and City by Resolution No. 2017-03 previously approved an Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds] ("Agreement") to transfer all the excess bond proceeds from the Excess Bond Proceeds from the Redevelopment Agency's Industrial Redevelopment Project Tax Allocation Bonds, Series 2005, dated October 4, 2005 (the "2005 Bonds") held by the Successor Agency to the City to be expended in a manner consistent with the applicable bond covenants. The Agreement was approved by the Oversight Board by Resolution No. 42 on January 17, 2017, and submitted to the State Department of Finance ("DOF") for review as required by Health and Safety Code Section 34179(h). By letter dated March 10, 2017, DOF notified the Successor Agency that it did not approve Oversight Board Resolution No. 42 because the amount of excess bond proceeds specified to be transferred to the City included bond reserves and tax revenue. DOF returned Resolution No. 42 to the Oversight Board for reconsideration. The City and Successor Agency have revised the Agreement to revise the amount of 2005 bond proceeds eligible for transfer to the City pursuant to Health and Safety Code Section 34191.4(c). The revised Agreement must be approved by the Oversight Board, and is subject to review by DOF. DOF has approved similar agreements transferring bond proceeds from a Successor Agency to the City. If the revised Agreement is approved by the Oversight Board, the Successor Agency may list the revised Agreement as an enforceable obligation on the Recognized Obligation Payment Schedule ("ROPS"). The proposed Agreement Regarding Expenditure of Excess Bond Proceeds between the City and Successor Agency (which has been approved as to form by outside counsel) would permit all Excess Bond Proceeds from the 2005 Bonds to be transferred from the Successor Agency to the City, which in turn must use the proceeds in accordance with the bond covenants. As of June 30, 2016, the Successor Agency had $22,892,349.60 in Excess Bond Proceeds available from the 2005 Bonds. The exact amount of Excess Bond Proceeds shall be determined by the Successor Agency, and as agreed to by the DOF. Fiscal Impact Approval of the revised Agreement would allow the transfer of the remaining proceeds from the 2005 Tax Allocation Bond issuance to the City for the City to administer. These agreements have been approved by the Department of Finance for other successor agencies and their cities. Attachment(s) Resolution Approving the Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds] Page 2 of 2 81176.00003\29638511.1 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AN AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS BETWEEN THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON AND THE CITY OF VERNON [2005 TAX ALLOCATION BONDS] WHEREAS, pursuant to Assembly Bill X1 26, enacted on June 28, 2011, Assembly Bill 1484, enacted on June 27, 2012, and other subsequent legislation (collectively, the "Dissolution Law"), the Redevelopment Agency of the City of Vernon ("Redevelopment Agency") was dissolved on February 1, 2012; and WHEREAS, pursuant to Health and Safety Code Section 34173, the City of Vernon elected to serve as the Successor Agency to the Redevelopment Agency and pursuant to Health and Safety Code Section 34173(g), the Successor Agency is a separate public entity from the City; and WHEREAS, pursuant to Health and Safety Code Section 34191.4(c), after a successor agency has received a finding of completion from the state Department of Finance ("DOF"), a successor agency, with the approval of its oversight board, may list enforceable obligations to expend excess bond proceeds on its Recognized Obligation Payment Schedule ("ROPS"), so long as such expenditures are consistent with the bond covenants; and WHEREAS, the Successor Agency received a Finding of Completion from DOF on April 17, 2013; and WHEREAS, the Successor Agency has excess bond proceeds from the Redevelopment Agency's Industrial Redevelopment Project Tax Allocation Bonds, Series 2005 ("2005 Bonds"); and WHEREAS, the Successor Agency and City, by Resolution No. 2017-03, previously approved an Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds] ("Agreement") to have all the excess bond proceeds from the 2005 Bonds held by the Successor Agency transferred to the City to be expended in a manner consistent with the applicable bond covenants, which Agreement was approved by the Oversight Board by Resolution No. 42 on January 17, 2017; and WHEREAS, by letter dated March 10, 2017, the California Department of Finance ("DOF") notified the Successor Agency that it was not approving Oversight Board Resolution No. 42 because the amount of excess bond proceeds specified to be transferred to the City included 2005 bond reserves and tax revenue, and DOF returned Resolution No. 42 to the Oversight Board for reconsideration; and WHEREAS, the City and Successor Agency have revised the Agreement to revise the amount of 2005 bond proceeds eligible for transfer to the City pursuant to Health and Safety Code Section 34191.4(c); and WHEREAS, the Successor Agency had, as of June 30, 2016, approximately $22,892,349.60 in bond proceeds, with the exact amount to be transferred to the City to be approved by the DOF. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon hereby finds that this action is exempt under the California Environmental Quality Act ("CEQA") because it is a government fiscal activity that will not result in any change to the environment and, therefore, is not - 2 - a "project" as defined by CEQA Guidelines Section 15378. Even assuming the activity were a "project", it would be exempt from CEQA review in accordance with CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. SECTION 3: The City Council of the City of Vernon hereby approves the revised Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds], in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: Subject to the conditions set forth in Section 5, below, the City Administrator is hereby authorized and directed to execute the Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds], on behalf of the City, subject to any minor, technical and clarifying changes as may be approved by the City Attorney. The City Administrator, or his designee, is hereby further authorized and directed to take such actions as are necessary and appropriate to implement said Agreement on behalf of the City. SECTION 5: The approvals and authorizations set forth in Sections 3 and 4 of this Resolution are conditioned upon all of the following: a. Approval of the Agreement Regarding Expenditure of Excess Bond Proceeds by the Successor Agency; and b. Approval of the Agreement Regarding Expenditure of Excess Bond Proceeds by the Oversight Board, and submittal of such action to DOF for review in accordance with Health and Safety Code Section 34179(h); and C. Approval by DOF of the Oversight Board's action to approve the Agreement Regarding Expenditure of Excess Bond Proceeds, or - 3 - if DOF does not request a review within five business days, the Oversight Board's action becomes effective in accordance with said Section 34179(h). SECTION 6: The City Clerk, or Deputy City Clerk, of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City Clerk's, or Deputy City Clerk's, certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 21st day of March, 2017. ATTEST: City Clerk / Deputy City Clerk APPROVED AS TO FORM: Name: Title: Mayor / Mayor Pro-Tem Iris Yang, E q. Best Best & Krieger LLP, Special Counsel to the City of Vernon - 4 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, , City Clerk / Deputy City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. , was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, March 21, 2017, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of March, 2017, at Vernon, California. (SEAL) City Clerk / Deputy City Clerk - 5 - EXHIBIT A Exhibit A AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS [2005 Bonds] - 6 - AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS 12005 Tax Allocation Bonds] This Agreement Regarding Expenditure of Excess Bond Proceeds ("Agreement") is entered into this 21" day of March, 2017, by and between the Successor Agency to the Redevelopment Agency of the City of Vernon ("Successor Agency") and the City of Vernon, a charter city ("City"). The Successor Agency and the City are hereinafter collectively referred to as the "Parties." RECITALS A. Pursuant to the Community Redevelopment Law (Health & Saf. Code §33000 et al.) ("CRL"), the former Redevelopment Agency of the City of Vernon ("Redevelopment Agency") was responsible for implementing the Redevelopment Plan for the Industrial Project Area (the "Redevelopment Project Area"), originally adopted by the City Council of the City of Vernon ("City Council"). B. Pursuant to an Indenture of Trust Agreement, dated October 1, 2005, executed by and between the Redevelopment Agency and the Bank of New York Trust Company, N.A., as Trustee, (the "Trust Agreements"), the Redevelopment Agency issued Tax Allocation Bonds as more fully described below (collectively, the "2005 Bonds"). C. Following dissolution of the Redevelopment Agency on February 1, 2012, pursuant to Assembly Bill IX 26, the City elected to serve as the Successor Agency to the Redevelopment Agency. Pursuant to Health and Safety Code Section 34173(g), the Successor Agency is a separate public entity from the City. D. Health and Safety Code Section 34191.4(c) provides that once the Successor Agency has been issued a Finding of Completion by the California Department of Finance ("DOF"), the Successor Agency is authorized to use bond proceeds from bonds issued on or before December 31, 2010, in a manner consistent with the original bond covenants. Further, the Successor Agency may designate the use of and commit indebtedness obligation proceeds that were derived from indebtedness issued for redevelopment purposes after January 1, 2011, and that remain available after the satisfaction of enforceable obligations that have been approved on a Recognized Obligation Payment Schedule ("ROPS") and that are consistent with the indebtedness obligation covenants (hereafter "Excess Bond Proceeds"). E. The DOF issued a Finding of Completion to the Successor Agency on April 17, 2013. F. Health and Safety Code Section 34191.4(c) further provides that the expenditure of Excess Bond Proceeds must be listed separately on the applicable ROPS. Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003\29484102.2 G. The Parties desire to enter into this Agreement to use the Excess Bond Proceeds for the purposes identified in and consistent with the covenants contained in the Trust Agreement and related documents (the "Bond Covenants") and the requirements of the CRL, and to provide for the Successor Agency to transfer the Excess Bond Proceeds to the City to be used for such purposes. H. The execution of this Agreement was approved in a public meeting of the City Council and the Successor Agency on March 21, 2017. I. This Agreement was approved by the Oversight Board for the Successor Agency in a public meeting on 12017. J. The Oversight Board's action to approve this Agreement was submitted to DOF pursuant to Health and Safety Code Section 34179(h), and DOF approved this Agreement on 2017. NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises herein contained, the Parties hereby agree as follows: Recitals. The Recitals above are true and correct and are incorporated herein by reference. 2. Term. The term of this Agreement shall commence on the Effective Date, and shall continue in effect until the date that all Excess Bond Proceeds are expended in accordance with the requirements of this Agreement. 3. 2005 Bonds. The following bonds were issued by the Redevelopment Agency: Redevelopment Agency of the City of Vernon Industrial Redevelopment Project Tax Allocation Bonds, Series 2005, in the amount of $49,420,000, dated October 4, 2005, to be used to finance various public improvements within or benefiting the Redevelopment Project Area. As of June 30, 2016, the Successor Agency had approximately $22,892,349.60 in Excess Bond Proceeds available from the 2005 Bonds. The exact amount of Excess Bond Proceeds shall be determined by the Successor Agency, and as agreed to by the DOF. 4. Use of Excess Bond Proceeds. The City agrees that it shall use the Excess Bond Proceeds available from the 2005 Bonds identified above solely for the purposes identified in Recital G., above, or for other projects consistent with the 2005 Bond Covenants and the provisions of the CRL, as may be amended from time to time, that apply to the expenditure of such Excess Bond Proceeds. 5. Transmittal of Excess Bond Proceeds. Subject to the last sentence of Section 3, above, upon the Effective Date, the Successor Agency shall transfer the Excess Bond Proceeds (including any interest accrued thereon as of the Effective Date) to the City, and the City shall deposit such funds into a separate 2005 Excess Bond Proceeds Account for the City's use in accordance with the terms, conditions and purposes set forth in this Agreement. -2- Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003\29484102.2 6. Project Approvals; Environmental Review. This Agreement is not intended to limit in any manner the discretion of the City in connection with the issuance of approvals and entitlements for the projects described in this Agreement, nor to avoid legally required processes attendant to project approval, including, without limitation, the undertaking and completion of any required environmental review pursuant to the California Environmental Quality Act and the National Environmental Protection Act, as applicable, and the review and approval of plans and specifications. 7. Severability. If any term, provision, covenant, or condition set forth in this Agreement is held by the final judgment of a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions, covenants, and conditions shall continue in full force and effect to the extent that the basic intent of the Parties as expressed herein can be accomplished. In addition, the Parties shall cooperate in good faith in an effort to amend or modify this Agreement in a manner such that the purpose of any invalidated or voided provision, covenant or condition can be accomplished to the maximum extent legally permissible. 8. No Third -Party Beneficiaries; Assignments. Nothing in this Agreement is intended to create any third -party beneficiaries to this Agreement, and no person or entity other than the Successor Agency and the City, and the permitted successors and assigns of either of them, shall be authorized to enforce the provisions of this Agreement. 9. Further Assurances. Each Party agrees to execute, acknowledge and deliver all additional documents and instruments, and to take such other actions as may be reasonably necessary to carry out the intent of the transactions contemplated by this Agreement. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 12. Amendment. This Agreement may be modified or amended, in whole or in part, only by an instrument in writing, executed by the Parties. 13. Effective Date. This Agreement shall be effective when signed by both parties, and approved by the Oversight Board and DOF. -3- Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003\29484102.2 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF VERNON Attest: Carlos Fandino, City Administrator Maria E. Ayala, City Clerk Approved as to Form: Hema Patel, City Attorney SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON By: Chairperson Attest: By: Secretary Approved as to Form: IN -4- Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003\29484102.2 Legal Counsel FULLY EXECUTED AGREEMENT SIGNATURE ROUTING FORM CONTRACTOR: California Department of Finance CONTRACT PURPOSE: Agreement to Expend Excess Bond Proceeds [2005 Bonds] CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID ❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) ❑ SERVICES ❑ MATERIALS ❑ BUDGETED ❑ NOT BUDGETED TOTAL CONTRACT VALUE: $ N/A Charge Acct. No(s) N/A Amendment Value $ N/A ❑ Contract is an Amendment to Eden Contract No. N/A (if applicable) RESPONSIBLE DEPARTMENT PERSON: Bill Fox PHONE: ext. 849 AUTHORIZATION: Approved by Council on 3/21/17 (Check one and attach Resolution No. 2017-10 (if applicable) supporting documentation) `+ Off —6 q ❑ Approved by City Administrator on ❑ Approved by Finance Director on ROUTING SEQUENCE: (Please Follow In Order) Initials Date (1) Responsible Department Person Certifies compliance with Competitive Bidding and Purchasing Ordinance, 8/8 obtains approval from City Council/City Administrator/Finance Director, and obtains approval as to form from the City Attorney's Office, assembles two (2) originals of contract, obtains proper signatures from contractor/consultant pursuant to the signature requirements, obtains insurance & bond documents, notifies IT to remove related RFP/bid notice from the City's website (if applicable), enters contract into Eden once routing process is complete. (2) Liability and Claims Approves insurance and sureties, if bonds required. N/A N/A (3) Finance (Purchasing) Checks compliance with Competitive Bidding & Living Wage Ordinances N/A N/A and reflected in current budget. (4) City Attorney Approves contract as to form. 8/8 (5) City Signatory Of Signs document on behalf of City. all (6) City Clerk Attests signatures, numbers and files contract, enters contract documents (executed contract, supporting documentation, insurance and bonds, etc.) into Laserfiche, transmits duplicate original to contractor/consultant, notifies Responsible Department Person, and notifies any "consultant" of duties to file Form 700, if applicable. Rev. 6/2017 TRANSMITTAL COMMUNICATION 7 j ty of zi 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 August 14, 2017 Sent Via US Mail and Email Mr. Justyn Howard Program Budget Manager Department of Finance 915 L Street Sacramento, CA 95814-3706 Mr. Howard: SUBJECT: Execution of Agreement of Excess Bond Proceeds — City of Vernon In accordance with your July 25, 2017 approval letter, the Agreement Regarding Expenditure of Excess Bond Proceeds has been updated as specified. The amount for transfer of excess bond proceeds has been revised to $22,585,532. These funds will be transferred and used in accordance with HSC section 34191.4(c). Attached are the executed agreement and the July 25, 2017 approval letter as Exhibit A. Thank you for the DOF's review and determination. Sincerely, William Fox City of Vernon Finance Director Attachment - Agreement Regarding Expenditure of Excess Bond Proceeds E (cfusivefy Industrial AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS 12005 Tax Allocation Bonds] This Agreement Regarding Expenditure of Excess Bond Proceeds ("Agreement") is entered into this 16th day of May, 2017, by and between the Successor Agency to the Redevelopment Agency of the City of Vernon ("Successor Agency") and the City of Vernon, a charter city ("City"). The Successor Agency and the City are hereinafter collectively referred to as the "Parties." RECITALS A. Pursuant to the Community Redevelopment Law (Health & Saf. Code §33000 et al.) ("CRL"), the former Redevelopment Agency of the City of Vernon ("Redevelopment Agency") was responsible for implementing the Redevelopment Plan for the Industrial Project Area (the "Redevelopment Project Area"), originally adopted by the City Council of the City of Vernon ("City Council"). B. Pursuant to an Indenture of Trust Agreement, dated October 1, 2005, executed by and between the Redevelopment Agency and the Bank of New York Trust Company, N.A., as Trustee, (the "Trust Agreements"), the Redevelopment Agency issued Tax Allocation Bonds as more fully described below (collectively, the "2005 Bonds"). C. Following dissolution of the Redevelopment Agency on February 1, 2012, pursuant to Assembly Bill 1X 26, the City elected to serve as the Successor Agency to the Redevelopment Agency. Pursuant to Health and Safety Code Section 34173(g), the Successor Agency is a separate public entity from the City. D. Health and Safety Code Section 34191.4(c) provides that once the Successor Agency has been issued a Finding of Completion by the California Department of Finance ("DOF"), the Successor Agency is authorized to use bond proceeds from bonds issued on or before December 31, 2010, in a manner consistent with the original bond covenants. Further, the Successor Agency may designate the use of and commit indebtedness obligation proceeds that were derived from indebtedness issued for redevelopment purposes after January 1, 2011, and that remain available after the satisfaction of enforceable obligations that have been approved on a Recognized Obligation Payment Schedule ("ROPS") and that are consistent with the indebtedness obligation covenants (hereafter "Excess Bond Proceeds"). E. The DOF issued a Finding of Completion to the Successor Agency on April 17, 2013 F. Health and Safety Code Section 34191.4(c) further provides that the expenditure of Excess Bond Proceeds must be listed separately on the applicable ROPS. -1- Agt to Expend Excess Bond Proceeds [2005 Bonds] G. The Parties desire to enter into this Agreement to use the Excess Bond Proceeds for the purposes identified in and consistent with the covenants contained in the Trust Agreement and related documents (the "Bond Covenants") and the requirements of the CRL, and to provide for the Successor Agency to transfer the Excess Bond Proceeds to the City to be used for such purposes. H. The execution of this Agreement was approved in a public meeting of the City Council and the Successor Agency on March 21, 2017. I. This Agreement was approved by the Oversight Board for the Successor Agency in a public meeting on May 16, 2017. J. The Oversight Board's action to approve this Agreement was submitted to DOF pursuant to Health and Safety Code Section 34179(h), and DOF approved this Agreement on July 25, 2017. A copy of the DOF's July 25, 2017 letter is attached hereto as Exhibit A. NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises herein contained, the Parties hereby agree as follows: 1. Recitals. The Recitals above are true and correct and are incorporated herein by reference. 2. Term. The term of this Agreement shall commence on the Effective Date, and shall continue in effect until the date that all Excess Bond Proceeds are expended in accordance with the requirements of this Agreement. 3. 2005 Bonds. The following bonds were issued by the Redevelopment Agency: Redevelopment Agency of the City of Vernon Industrial Redevelopment Project Tax Allocation Bonds, Series 2005, in the amount of $49,420,000, dated October 4, 2005, to be used to finance various public improvements within or benefiting the Redevelopment Project Area. As of June 30, 2016, the Successor Agency had approximately $22,892,349.60 available from the 2005 Bonds, including bond reserves. The exact amount of Excess Bond Proceeds, as determined by the Successor Agency, and as agreed to by the DOF, is $22,595,532. 4. Use of Excess Bond Proceeds. The City agrees that it shall use the Excess Bond Proceeds available from the 2005 Bonds identified above solely for the purposes identified in Recital G., above, or for other projects consistent with the 2005 Bond Covenants and the provisions of the CRL, as may be amended from time to time, that apply to the expenditure of such Excess Bond Proceeds. 5. Transmittal of Excess Bond Proceeds. Subject to the last sentence of Section 3, above, upon the Effective Date, the Successor Agency shall transfer the Excess Bond Proceeds (including any interest accrued thereon as of the Effective Date) to the City, and the City shall deposit such funds into a separate 2005 Excess Bond Proceeds Account for the City's use in accordance with the terms, conditions and purposes set forth in this Agreement. -2- Agt to Expend Excess Bond Proceeds [2005 Bonds] 6. Project Approvals; Environmental Review. This Agreement is not intended to limit in any manner the discretion of the City in connection with the issuance of approvals and entitlements for the projects described in this Agreement, nor to avoid legally required processes attendant to project approval, including, without limitation, the undertaking and completion of any required environmental review pursuant to the California Environmental Quality Act and the National Environmental Protection Act, as applicable, and the review and approval of plans and specifications. 7. Severability. If any term, provision, covenant, or condition set forth in this Agreement is held by the final judgment of a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions, covenants, and conditions shall continue in full force and effect to the extent that the basic intent of the Parties as expressed herein can be accomplished. In addition, the Parties shall cooperate in good faith in an effort to amend or modify this Agreement in a manner such that the purpose of any invalidated or voided provision, covenant or condition can be accomplished to the maximum extent legally permissible. 8. No Third -Party Beneficiaries; Assignments. Nothing in this Agreement is intended to create any third -party beneficiaries to this Agreement, and no person or entity other than the Successor Agency and the City, and the permitted successors and assigns of either of them, shall be authorized to enforce the provisions of this Agreement. 9. Further Assurances. Each Party agrees to execute, acknowledge and deliver all additional documents and instruments, and to take such other actions as may be reasonably necessary to carry out the intent of the transactions contemplated by this Agreement. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 12. Amendment. This Agreement may be modified or amended, in whole or in part, only by an instrument in writing, executed by the Parties. 13. Effective Date. This Agreement shall be effective when signed by both parties, and approved by the Oversight Board and DOF. -3- Agt to Expend Excess Bond Proceeds [2005 Bonds] IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF VERNON By: City Administrator 47 Attest: By: •`�4! Ma a E. Ayala, Clerk Approved as to Form: By: a Byun, Deputy City Attorney SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON ' �/ my / i J tchairperson/ Attest: By: S cretary Approved as to Form: -4- Agt to Expend Excess Bond Proceeds [2005 Bonds] Legal Counsel IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF VERNON Attest. L00 City Administrator Maria E. Ayala, City Clerk Approved as to Form: By: ` EVatl Byun, Deputy City Attorney -4- Agi to Expend Excess Bond Proceeds [2005 Bonds] SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON By: Chairperson Attest: By: Secretary Approved as to Form: By: Legal Counsel Exhibit A DOF Letter to William Fox, dated July 25, 2017 -5- Agt to Expend Excess Bond Proceeds [2005 Bonds] gNT ort A. �ti LL11t1,1I Z W 1111 n O n► DEPARTMENT OF c�trroaH`� F I N A N C E EDMuND G. BROWN JR. - GOVERNOR 91 3 L STREET ■ SACRAMENTO CA ■ 931914-3706 0 WWW.DOF.CA.00V REVISED July 25, 2017 Mr. William Fox, Finance Department City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Dear Mr. Fox: Subject: Approval of Oversight Board Action This letter supersedes the California Department of Finance's (Finance) July 7, 2017 Oversight Board (OB) Resolution No. 44 determination letter. The City of Vernon Successor Agency (Agency) notified Finance of its May 16, 2017 OB Resolution on May 24, 2017. Pursuant to Health and Safety Code (HSC) section 34179 (h), Finance completed its review of the OB action and issued our determination on July 7, 2017. Subsequent to that determination, new information was provided and Finance is revising its determination. Based on our review and application of the law, OB Resolution No. 44, approving an Agreement regarding Expenditure of Excess Bond Proceeds (Agreement) between the Agency and the City of Vernon (City) to transfer excess 2005 bond proceeds, is approved. The Agency received its Finding of Completion on April 17, 2013 and may use proceeds from bonds issued prior to January 1, 2011 (pre-2011 bond proceeds) in a manner consistent with the original bond covenants. The OB approved the Agreement which authorizes the Agency to transfer pre-2011 bond proceeds derived from the Agency's 2005 Tax Allocation Bonds to the City. The Agreement states the exact amount to be transferred will be determined by the Agency and as agreed to by Finance. The Agreement further states the proceeds will be used in a manner consistent with the original bond covenants pursuant to HSC section 34191.4 (c) (1). It is our understanding the total amount of excess bond proceeds available for transfer, excluding approximately $296,818 of 2005 Bond reserves, is $22,595,532 ($22,892,350 - $296,818) and the City, Agency, and Bond Trustee agree with this amount. Therefore, based on confirmation of the amount, Finance is approving the transfer of $22,595,532 in excess bond proceeds to the City. Finance notes the approval of the Agreement is specifically limited to the transfer and use of excess bond proceeds pursuant to HSC section 34191.4 (c). This is our determination with respect to the OB action taken. Mr. William Fox July 25, 2017 Page 2 Please direct inquiries to Anna Kyumba, Supervisor, or Brian Dunham, Lead Analyst, at (916) 322-2985. Sincerely, JUS N HOWARD Program Budget Manager cc: Ms. Kristina Burns, Manager, Department of Auditor -Controller, Los Angeles County STAFF REPORT RECEIVED MAY 10 2017 08,5�owoo S,-// & // �- I RECEIVED MAY 10 20I7 CITY ADMINISTRATION CITY CLERK'S OFFICE STAFF REPORT Gq 5-to- n OVERSIGHT BOARD OF THE SUCCESSOR AGENCY FOR THE FORMER VERNON REDEVELOPMENT AGENCY DATE: May 16, 2017 TO: Honorable Chairperson and Members of the Oversight Board of the Successor Agency to the Former Vernon Redevelopment A• `gency FROM: William Fox, Successor Agency Staff Member w Originator: Outside Counsel, Iris Yang of Best Best & Krieger RE: A Resolution Approving an Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds] Recommendation A. Find that adoption of the proposed resolution for approval of the Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds] is exempt under the California Environmental Quality Act ("CEQA") because it is a government fiscal activity that will not result in any change to the environment and, therefore, is not a "project" as defined by CEQA Guidelines Section 15378. Even assuming the activity were a "project", it would be exempt from CEQA review in accordance with CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Adopt a resolution to approve an Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds]; and C. Authorize Successor Agency staff, City Attorney and special counsel to take any necessary steps to assure the provisions of said resolution are appropriately effectuated. Background Health and Safety Code Section 34191.4(c) provides that after the Successor Agency to the Redevelopment Agency has received a Finding of Completion from the state Department of Finance ("DOF"), the Successor Agency is authorized to use the bond proceeds from bonds issued on or before December 31, 2010, in a manner consistent with the original bond covenants. Further, the Successor Agency may designate the use of and commit indebtedness obligation proceeds that were Page 1 of 2 derived from indebtedness issued for redevelopment purposes after January 1, 2011, and that remain available after the satisfaction of enforceable obligations that have been approved on a Recognized Obligation Payment Schedule ("ROPS") and that are consistent with the indebtedness obligation covenants (hereafter "Excess Bond Proceeds"). The Successor Agency received its Finding of Completion from DOF on April 17, 2013. The Successor Agency and City previously approved an Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds] ("Agreement") to transfer all the excess bond proceeds from the Excess Bond Proceeds from the Redevelopment Agency's Industrial Redevelopment Project Tax Allocation Bonds, Series 2005, dated October 4, 2005 (the "2005 Bonds") held by the Successor Agency to the City to be expended in a manner consistent with the applicable bond covenants. The Agreement was approved by the Oversight Board by Resolution No. 42 on January 17, 2017, and submitted to the State Department of Finance ("DOF") for review as required by Health and Safety Code Section 34179(h). By letter dated March 10, 2017, DOF notified the Successor Agency that it did not approve Oversight Board Resolution No. 42 because the amount of excess bond proceeds specified to be transferred to the City included bond reserves and tax revenue. DOF returned Resolution No. 42 to the Oversight Board for reconsideration. The City and Successor Agency have revised the Agreement to revise the amount of 2005 bond proceeds eligible for transfer to the City pursuant to Health and Safety Code Section 34191.4(c). The revised Agreement must be approved by the Oversight Board, and is subject to review by DOF. DOF has approved similar agreements transferring bond proceeds from a Successor Agency to the City. If the Agreement is approved by the Oversight Board, the Successor Agency may list the Agreement as an enforceable obligation on the Recognized Obligation Payment Schedule ("ROPS"). The proposed Agreement Regarding Expenditure of Excess Bond Proceeds between the City and Successor Agency (which has been approved as to form by outside counsel) would permit all Excess Bond Proceeds from the 2005 Bonds to be transferred from the Successor Agency to the City, which in turn must use the proceeds in accordance with the bond covenants. As of June 30, 2016, the Successor Agency had $22,892,349.60 in Excess Bond Proceeds available from the 2005 Bonds. The exact amount of the Excess Bond Proceeds shall be determined by the Successor Agency, and as agreed to by the DOF. Fiscal Impact Approval of the revised Agreement would allow the transfer of the remaining proceeds from the 2005 Tax Allocation Bond issuance to the City for the City to administer. These agreements have been approved by the Department of Finance for other successor agencies and their cities. Attachment(s) 1. Resolution Approving the Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds] Page 2 of 2 RESOLUTION NO. OB- A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON, APPROVING AN AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS BETWEEN THE SUCCESSOR AGENCY AND THE CITY OF VERNON [2005 TAX ALLOCATION BONDS] WHEREAS, pursuant to Assembly Bill X1 26, enacted on June 28, 2011, Assembly Bill 1484, enacted on June 27, 2012, and other subsequent legislation (collectively, the "Dissolution Law"), the Redevelopment Agency of the City of Vernon ("Redevelopment Agency") was dissolved on February 1, 2012; and WHEREAS, pursuant to Health and Safety Code Section 34173, the City of Vernon elected to serve as the Successor Agency to the Redevelopment Agency and pursuant to Health and Safety Code Section 34173(g), the Successor Agency is a separate public entity from the City; and WHEREAS, pursuant to Health and Safety Code Section 34191.4(c), after a successor agency has received a finding of completion from the state Department of Finance ("DOF"), a successor agency, with the approval of its oversight board, may list enforceable obligations to expend excess bond proceeds on its Recognized Obligation Payment Schedule ("ROPS"), so long as such expenditures are consistent with the bond covenants; and WHEREAS, the Successor Agency received a Finding of Completion from DOF on April 17, 2013; and WHEREAS, the Successor Agency has excess bond proceeds from the Redevelopment Agency's Industrial Redevelopment Project Tax Allocation Bonds, Series 2005 ("2005 Bonds"); and WHEREAS, the Successor Agency and City previously approved an Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds] ("Agreement") to have all the excess bond proceeds from the 2005 Bonds held by the Successor Agency transferred to the City to be expended in a manner consistent with the applicable bond covenants, which Agreement was approved by the Oversight Board by Resolution No. 42 on January 17, 2017; and WHEREAS, by letter dated March 10, 2017, the California Department of Finance ("DOF") notified the Successor Agency that it was not approving Oversight Board Resolution No. 42 because the amount of excess bond proceeds specified to be transferred to the City included 2005 bond reserves and tax revenue, and DOF returned Resolution No. 42 to the Oversight Board for reconsideration; and WHEREAS, the City and Successor Agency revised the Agreement to revise the amount of 2005 bond proceeds eligible for transfer to the City pursuant to Health and Safety Code Section 34191.4(c), and submitted said revised Agreement to the Oversight Board for reconsideration; and WHEREAS, the Successor Agency had, as of June 30, 2016, approximately $22,892,349.60 in bond proceeds, with the exact amount to be transferred to the City to be approved by the DOF. NOW, THEREFORE, BE IT RESOLVED BY THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The Oversight Board of the Successor Agency to the Redevelopment Agency of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The Oversight Board of the Successor Agency to - 2 - the Redevelopment Agency of the City of Vernon hereby finds that this action is exempt under the California Environmental Quality Act ("CEQA") because it is a government fiscal activity that will not result in any change to the environment and, therefore, is not a "project" as defined by CEQA Guidelines Section 15378. Even assuming the activity were a "project", it would be exempt from CEQA review in accordance with CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. SECTION 3: The Oversight Board of the Successor Agency to the Redevelopment Agency of the City of Vernon hereby approves the revised Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds], in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: Subject to the conditions set forth in Section 5, below, the Successor Agency is hereby authorized and directed to execute the Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds], subject to any minor, technical and clarifying changes as may be approved by the Successor Agency Counsel. The Successor Agency is further authorized and directed to take such actions as are necessary and appropriate to implement said Agreement on behalf of the Successor Agency. SECTION 5: The approvals and authorizations set forth in Sections 3 and 4 of this Resolution are conditioned upon approval by DOF of the Oversight Board's action under this Resolution to approve the revised Agreement Regarding Expenditure of Excess Bond Proceeds, or if DOF does not request a review within five business days, the Oversight Board's action becomes effective in accordance with said - 3 - Section 34179(h). SECTION 6: The Secretary of the Oversight Board, shall certify to the passage, approval and adoption of this resolution, and the Secretary shall cause this resolution and the Secretary's certification to be properly filed. APPROVED AND ADOPTED this 16th day of May, 2017. ATTEST: Maria E. Ayala, Secretary Name: Title:Chairman / Vice Chairman APPROVED AS TO FORM: Iris Yang, Esq. Best Best & Krieger LL , Special Counsel to the Oversight Board 4 - STATE OF CALIFORNIA ss COUNTY OF LOS ANGELES I, Maria E. Ayala, acting on behalf of the Oversight Board as its Secretary, do hereby certify that the foregoing Resolution, being Resolution No. OB- , was duly passed, approved and adopted by the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of Vernon at a special meeting of the Oversight Board duly held on May 16, 2017, and thereafter was duly signed by the Chairman or Vice Chairman of the Oversight Board. Executed this day of May, 2017, at Vernon, California. (SEAL) Maria E. Ayala, Secretary - 5 - EXHIBIT A Exhibit A AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS [2005 Tax Allocation Bonds] AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS [2005 Tax Allocation Bonds] This Agreement Regarding Expenditure of Excess Bond Proceeds ("Agreement") is entered into this 16th day of May, 2017, by and between the Successor Agency to the Redevelopment Agency of the City of Vernon ("Successor Agency") and the City of Vernon, a charter city ("City"). The Successor Agency and the City are hereinafter collectively referred to as the "Parties." RECITALS A. Pursuant to the Community Redevelopment Law (Health & Saf. Code §33000 et al.) ("CRL"), the former Redevelopment Agency of the City of Vernon ("Redevelopment Agency") was responsible for implementing the Redevelopment Plan for the Industrial Project Area (the "Redevelopment Project Area"), originally adopted by the City Council of the City of Vernon ("City Council"). B. Pursuant to an Indenture of Trust Agreement, dated October 1, 2005, executed by and between the Redevelopment Agency and the Bank of New York Trust Company, N.A., as Trustee, (the "Trust Agreements"), the Redevelopment Agency issued Tax Allocation Bonds as more fully described below (collectively, the "2005 Bonds"). C. Following dissolution of the Redevelopment Agency on February 1, 2012, pursuant to Assembly Bill 1X 26, the City elected to serve as the Successor Agency to the Redevelopment Agency. Pursuant to Health and Safety Code Section 34173(g), the Successor Agency is a separate public entity from the City. D. Health and Safety Code Section 34191.4(c) provides that once the Successor Agency has been issued a Finding of Completion by the California Department of Finance ("DOF"), the Successor Agency is authorized to use bond proceeds from bonds issued on or before December 31, 2010, in a manner consistent with the original bond covenants. Further, the Successor Agency may designate the use of and commit indebtedness obligation proceeds that were derived from indebtedness issued for redevelopment purposes after January 1, 2011, and that remain available after the satisfaction of enforceable obligations that have been approved on a Recognized Obligation Payment Schedule ("ROPS") and that are consistent with the indebtedness obligation covenants (hereafter "Excess Bond Proceeds"). E. The DOF issued a Finding of Completion to the Successor Agency on April 17, 2013. F. Health and Safety Code Section 34191.4(c) further provides that the expenditure of Excess Bond Proceeds must be listed separately on the applicable ROPS. -1- Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003\29484102.2 G. The Parties desire to enter into this Agreement to use the Excess Bond Proceeds for the purposes identified in and consistent with the covenants contained in the Trust Agreement and related documents (the "Bond Covenants") and the requirements of the CRL, and to provide for the Successor Agency to transfer the Excess Bond Proceeds to the City to be used for such purposes. H. The execution of this Agreement was approved in a public meeting of the City Council and the Successor Agency on March 21, 2017. I. This Agreement was approved by the Oversight Board for the Successor Agency in a public meeting on May 16, 2017. J. The Oversight Board's action to approve this Agreement was submitted to DOF pursuant to Health and Safety Code Section 34179(h), and DOF approved this Agreement on .2017. NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises herein contained, the Parties hereby agree as follows: 1. Recitals. The Recitals above are true and correct and are incorporated herein by reference. 2. Term. The term of this Agreement shall commence on the Effective Date, and shall continue in effect until the date that all Excess Bond Proceeds are expended in accordance with the requirements of this Agreement. 3. 2005 Bonds. The following bonds were issued by the Redevelopment Agency: Redevelopment Agency of the City of Vernon Industrial Redevelopment Project Tax Allocation Bonds, Series 2005, in the amount of $49,420,000, dated October 4, 2005, to be used to finance various public improvements within or benefiting the Redevelopment Project Area. As of June 30, 2016, the Successor Agency had approximately $22,892,349.60 in Excess Bond Proceeds available from the 2005 Bonds. The exact amount of Excess Bond Proceeds shall be determined by the Successor Agency, and as agreed to by the DOF. 4. Use of Excess Bond Proceeds. The City agrees that it shall use the Excess Bond Proceeds available from the 2005 Bonds identified above solely for the purposes identified in Recital G., above, or for other projects consistent with the 2005 Bond Covenants and the provisions of the CRL, as may be amended from time to time, that apply to the expenditure of such Excess Bond Proceeds. 5. Transmittal of Excess Bond Proceeds. Subject to the last sentence of Section 3, above, upon the Effective Date, the Successor Agency shall transfer the Excess Bond Proceeds (including any interest accrued thereon as of the Effective Date) to the City, and the City shall deposit such funds into a separate 2005 Excess Bond Proceeds Account for the City's use in accordance with the terms, conditions and purposes set forth in this Agreement. -2- Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003\29484102.2 6. Project Approvals; Environmental Review. This Agreement is not intended to limit in any manner the discretion of the City in connection with the issuance of approvals and entitlements for the projects described in this Agreement, nor to avoid legally required processes attendant to project approval, including, without limitation, the undertaking and completion of any required environmental review pursuant to the California Environmental Quality Act and the National Environmental Protection Act, as applicable, and the review and approval of plans and specifications. 7. Severability. If any term, provision, covenant, or condition set forth in this Agreement is held by the final judgment of a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions, covenants, and conditions shall continue in full force and effect to the extent that the basic intent of the Parties as expressed herein can be accomplished. In addition, the Parties shall cooperate in good faith in an effort to amend or modify this Agreement in a manner such that the purpose of any invalidated or voided provision, covenant or condition can be accomplished to the maximum extent legally permissible. 8. No Third -Party Beneficiaries; Assignments. Nothing in this Agreement is intended to create any third -party beneficiaries to this Agreement, and no person or entity other than the Successor Agency and the City, and the permitted successors and assigns of either of them, shall be authorized to enforce the provisions of this Agreement. 9. Further Assurances. Each Party agrees to execute, acknowledge and deliver all additional documents and instruments, and to take such other actions as may be reasonably necessary to carry out the intent of the transactions contemplated by this Agreement. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 12. Amendment. This Agreement may be modified or amended, in whole or in part, only by an instrument in writing, executed by the Parties. 13. Effective Date. This Agreement shall be effective when signed by both parties, and approved by the Oversight Board and DOF. -3- Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003\29484102.2 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF VERNON Attest: City Administrator Maria E. Ayala, City Clerk Approved as to Form: Brian Byun, Deputy City Attorney SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON By: Chairperson Attest: By: Secretary Approved as to Form: -4- Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003\29484102.2 Legal Counsel SUPPORTING INFORMATION RESOLUTION NO. OB-44 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON, APPROVING AN AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS BETWEEN THE SUCCESSOR AGENCY AND THE CITY OF VERNON [2005 TAX ALLOCATION BONDS] WHEREAS, pursuant to Assembly Bill Xl 26, enacted on June 28, 2011, Assembly Bill 1484, enacted on June 27, 2012, and other subsequent legislation (collectively, the "Dissolution Law"), the Redevelopment Agency of the City of Vernon ("Redevelopment Agency") was dissolved on February 1, 2012; and WHEREAS, pursuant to Health and Safety Code Section 34173, the City of Vernon elected to serve as the Successor Agency to the Redevelopment Agency and pursuant to Health and Safety Code Section 34173(g), the Successor Agency is a separate public entity from the City; and WHEREAS, pursuant to Health and Safety Code Section 34191.4(c), after a successor agency has received a finding of completion from the state Department of Finance ("DOF"), a successor agency, with the approval of its oversight board, may list enforceable obligations to expend excess bond proceeds on its Recognized Obligation Payment Schedule ("ROPS"), so long as such expenditures are consistent with the bond covenants; and WHEREAS, the Successor Agency received a Finding of Completion from DOF on April 17, 2013; and WHEREAS, the Successor Agency has excess bond proceeds from the Redevelopment Agency's Industrial Redevelopment Project Tax Allocation Bonds, Series 2005 ("2005 Bonds"); and WHEREAS, the Successor Agency and City previously approved an Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds] ("Agreement") to have all the excess bond proceeds from the 2005 Bonds held by the Successor Agency transferred to the City to be expended in a manner consistent with the applicable bond covenants, which Agreement was approved by the Oversight Board by Resolution No. 42 on January 17, 2017; and WHEREAS, by letter dated March 10, 2017, the California Department of Finance ("DOF") notified the Successor Agency that it was not approving Oversight Board Resolution No. 42 because the amount of excess bond proceeds specified to be transferred to the City included 2005 bond reserves and tax revenue, and DOF returned Resolution No. 42 to the Oversight Board for reconsideration; and WHEREAS, the City and Successor Agency revised the Agreement to revise the amount of 2005 bond proceeds eligible for transfer to the City pursuant to Health and Safety Code Section 34191.4(c), and submitted said revised Agreement to the Oversight Board for reconsideration; and WHEREAS, the Successor Agency had, as of June 30, 2016, approximately $22,892,349.60 in bond proceeds, with the exact amount to be transferred to the City to be approved by the DOF. NOW, THEREFORE, BE IT RESOLVED BY THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The Oversight Board of the Successor Agency to the Redevelopment Agency of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The Oversight Board of the Successor Agency to - 2 - the Redevelopment Agency of the City of Vernon hereby finds that this action is exempt under the California Environmental Quality Act ("CEQA") because it is a government fiscal activity that will not result in any change to the environment and, therefore, is not a "project" as defined by CEQA Guidelines Section 15378. Even assuming the activity were a "project", it would be exempt from CEQA review in accordance with CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. SECTION 3: The Oversight Board of the Successor Agency to the Redevelopment Agency of the City of Vernon hereby approves the revised Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds], in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: Subject to the conditions set forth in Section 5, below, the Successor Agency is hereby authorized and directed to execute the Agreement Regarding Expenditure of Excess Bond Proceeds [2005 Tax Allocation Bonds], subject to any minor, technical and clarifying changes as may be approved by the Successor Agency Counsel. The Successor Agency is further authorized and directed to take such actions as are necessary and appropriate to implement said Agreement on behalf of the Successor Agency. SECTION 5: The approvals and authorizations set forth in Sections 3 and 4 of this Resolution are conditioned upon approval by DOF of the Oversight Board's action under this Resolution to approve the revised Agreement Regarding Expenditure of Excess Bond Proceeds, or if DOF does not request a review within five business days, the Oversight Board's action becomes effective in accordance with said - 3 - Section 34179(h). SECTION 6: The Secretary of the Oversight Board, shall certify to the passage, approval and adoption of this resolution, and the Secretary shall cause this resolution and the Secretary's certification to be properly filed. APPROVED AND ADOPTED this 16th day of May, 2017. TEST: Mari E. Ayalo, Secretary Name: Jonathan S. Fuhrman Title Chairman / S?= —�� •�•� -• APPROVED AS TO FORM: Iris ang, Esq. Best Best & Krieger LL Special Counsel to the Oversight Board - 4 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Maria E. Ayala, acting on behalf of the Oversight Board as its Secretary, do hereby certify that the foregoing Resolution, being Resolution No. OB-44, was duly passed, approved and adopted by the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of Vernon at a special meeting of the Oversight Board duly held on May 16, 2017, and thereafter was duly signed by the Chairman or Vice Chairman of the Oversight Board. Executed this ((O day of May, 2017, at Vernon, California. (S EAL ) Mari E. Ayala Secretary - 5 - EXHIBIT A Exhibit A AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS 12005 Tax Allocation Bonds] - 6 - AGREEMENT REGARDING EXPENDITURE OF EXCESS BOND PROCEEDS 12005 Tax Allocation Bondsl This Agreement Regarding Expenditure of Excess Bond Proceeds ("Agreement") is entered into this 16th day of May, 2017, by and between the Successor Agency to the Redevelopment Agency of the City of Vernon ("Successor Agency"") and the City of Vernon, a charter city ("City"). The Successor Agency and the City are hereinafter collectively referred to as the "Parties." RECITALS A. Pursuant to the Community Redevelopment Law (Health & Saf. Code §33000 et al.) ("CRL"), the former Redevelopment Agency of the City of Vernon ("Redevelopment Agency") was responsible for implementing the Redevelopment Plan for the Industrial Project Area (the "Redevelopment Project Area'"), originally adopted by the City Council of the City of Vernon ("City Council""). B. Pursuant to an Indenture of Trust Agreement, dated October 1, 2005, executed by and between the Redevelopment Agency and the Bank of New York Trust Company, N.A., as Trustee, (the "Trust Agreements"), the Redevelopment Agency issued Tax Allocation Bonds as more fully described below (collectively, the ­2005 Bonds"). C. Following dissolution of the Redevelopment Agency on February 1, 2012, pursuant to Assembly Bill IX 26, the City elected to serve as the Successor Agency to the Redevelopment Agency. Pursuant to Health and Safety Code Section 34173(g), the Successor Agency is a separate public entity from the City. D. Health and Safety Code Section 34191.4(c) provides that once the Successor Agency has been issued a Finding of Completion by the California Department of Finance ("DOF"), the Successor Agency is authorized to use bond proceeds from bonds issued on or before December 31, 2010, in a manner consistent with the original bond covenants. Further, the Successor Agency may designate the use of and commit indebtedness obligation proceeds that were derived from indebtedness issued for redevelopment purposes after January 1, 2011, and that remain available after the satisfaction of enforceable obligations that have been approved on a Recognized Obligation Payment Schedule ("ROPS'") and that are consistent with the indebtedness obligation covenants (hereafter "Excess Bond Proceeds"). E. The DOF issued a Finding of Completion to the Successor Agency on April 17, 2013. F. Health and Safety Code Section 34191.4(c) further provides that the expenditure of Excess Bond Proceeds must be listed separately on the applicable ROPS. Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003`29484102.2 G. The Parties desire to enter into this Agreement to use the Excess Bond Proceeds for the purposes identified in and consistent with the covenants contained in the Trust Agreement and related documents (the "Bond Covenants") and the requirements of the CRL, and to provide for the Successor Agency to transfer the Excess Bond Proceeds to the City to be used for such purposes. H. The execution of this Agreement was approved in a public meeting of the City Council and the Successor Agency on March 21, 2017. I. This Agreement was approved by the Oversight Board for the Successor Agency in a public meeting on May 16, 2017. J. The Oversight Board's action to approve this Agreement was submitted to DOF pursuant to Health and Safety Code Section 34179(h), and DOF approved this Agreement on , 2017. NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises herein contained, the Parties hereby agree as follows: Recitals. The Recitals above are true and correct and are incorporated herein by reference. 2. Term. The term of this Agreement shall commence on the Effective Date, and shall continue in effect until the date that all Excess Bond Proceeds are expended in accordance with the requirements of this Agreement. 3. 2005 Bonds. The following bonds were issued by the Redevelopment Agency: Redevelopment Agency of the City of Vernon Industrial Redevelopment Project Tax Allocation Bonds, Series 2005, in the amount of $49,420,000, dated October 4, 2005, to be used to finance various public improvements within or benefiting the Redevelopment Project Area. As of June 30, 2016, the Successor Agency had approximately $22,892,349.60 in Excess Bond Proceeds available from the 2005 Bonds. The exact amount of Excess Bond Proceeds shall be determined by the Successor Agency, and as agreed to by the DOF. 4. Use of Excess Bond Proceeds. The City agrees that it shall use the Excess Bond Proceeds available from the 2005 Bonds identified above solely for the purposes identified in Recital G., above, or for other projects consistent with the 2005 Bond Covenants and the provisions of the CRL, as may be amended from time to time, that apply to the expenditure of such Excess Bond Proceeds. 5. Transmittal of Excess Bond Proceeds. Subject to the last sentence of Section 3, above, upon the Effective Date, the Successor Agency shall transfer the Excess Bond Proceeds (including any interest accrued thereon as of the Effective Date) to the City, and the City shall deposit such funds into a separate 2005 Excess Bond Proceeds Account for the City's use in accordance with the terms, conditions and purposes set forth in this Agreement. -2- Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.0000329484102.2 6. Project Approvals; Environmental Review. This Agreement is not intended to limit in any manner the discretion of the City in connection with the issuance of approvals and entitlements for the projects described in this Agreement, nor to avoid legally required processes attendant to project approval, including, without limitation, the undertaking and completion of any required environmental review pursuant to the California Environmental Quality Act and the National Environmental Protection Act, as applicable, and the review and approval of plans and specifications. 7. Severability. If any term, provision, covenant, or condition set forth in this Agreement is held by the final judgment of a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions, covenants, and conditions shall continue in full force and effect to the extent that the basic intent of the Parties as expressed herein can be accomplished. In addition, the Parties shall cooperate in good faith in an effort to amend or modify this Agreement in a manner such that the purpose of any invalidated or voided provision, covenant or condition can be accomplished to the maximum extent legally permissible. 8. No Third -Party Beneficiaries, Assignments. Nothing in this Agreement is intended to create any third -party beneficiaries to this Agreement, and no person or entity other than the Successor Agency and the City, and the permitted successors and assigns of either of them, shall be authorized to enforce the provisions of this Agreement. 9. Further Assurances. Each Party agrees to execute, acknowledge and deliver all additional documents and instruments, and to take such other actions as may be reasonably necessary to carry out the intent of the transactions contemplated by this Agreement. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 12. Amendment. This Agreement may be modified or amended, in whole or in part, only by an instrument in writing, executed by the Parties. 13. Effective Date. This Agreement shall be effective when signed by both parties, and approved by the Oversight Board and DOF. -3- Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003 `29484102.2 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF VERNON IN Attest: City Administrator Maria E. Ayala, City Clerk Approved as to Form: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON By: Chairperson Attest: By: Secretary Approved as to Form: By: By: Brian Byun, Deputy City Attorney -4- Agt to Expend Excess Bond Proceeds [2005 Bonds] 81176.00003'Q9484102.2 Legal Counsel