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HomeMy WebLinkAboutCC Public Improvement AgreementCITY OF SAN RAFAEL AGENDA ITEM NO.: 3. c MEETING DATE: April 20, 2015 REPORT TO MAYOR AND CITY COUNCIL SUBJECT: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL APPROVING THE PUBLIC IMPROVEMENT AGREEMENT FOR USE OF BOND PROCEEDS BETWEEN THE CITY OF SAN RAFAEL AND THE SAN RAFAEL SUCCESSOR AGENCY &A"td— SUBMITTED BY:( APPROVED BY: CC #�]j `�4 Stephanie Lovette, Econo is Develo mint Manager Nancy Mack e, City Manager RECOMMENDATION: Approve the public improvement agreement with the San Rafael Successor Agency. BACKGROUND: The California State Legislature enacted Assembly Bill ABxl 26 (the "Dissolution Act") to dissolve redevelopment agencies formed under the Community Redevelopment Law. The California Supreme Court in its decision in California Redevelopment Association v. Matosantos, issued December 29, 2011 (the "Supreme Court Decision"), declared the Dissolution Act to be constitutional. Under the Dissolution Act, all California redevelopment agencies were dissolved effective February 1, 2012, and various actions were required by successor agencies to unwind the affairs of all former redevelopment agencies. On January 3, 2012, the City Council of the City of San Rafael (the "City Council") adopted a resolution accepting for the City the role of successor agency (the "Successor Agency") to the Redevelopment Agency of the City of San Rafael (the "SRRDA"). An oversight board (the "Oversight Board"), consisting of members representing the County, the City, and various education and special districts, was formed to approve and direct certain actions of the Successor Agency. The actions of the Oversight Board must be approved by the California Department of Finance. DISCUSSION: At the time redevelopment agencies were dissolved, the San Rafael Redevelopment Agency had about $2 Million dollars in redevelopment bond proceeds. These bond proceeds are held by the bond trustee. The bond proceeds were to be used for public improvements within the SRRDA Project Area. Because bonds are a federally protected contract between the issuer and the bondholder, the State was not able to appropriate bond proceeds. However, the State's action to dissolve redevelopment agencies included a provision that redevelopment agencies could not use remaining bond proceeds until the Agency received a "Finding of Completion" from the State. The SRRDA received the Finding of Completion on November 24, 2014. FOR CITY CLERK ONLY File No.: 5A 510FFr rpi )--s . City Council Meeting: Disposition: c�� cater lacy Page 2 The Public Improvement Agreement provides for the Agency to transfer the remaining bond proceeds from the bond trustee to the City and the City to use those bond proceeds to complete public improvements within the boundaries of the former Redevelopment Project Area. The Successor Agency will meet on April 20, 2015, prior to the City Council meeting. The Successor Agency will have received a Resolution and staff report on the Public Improvement Agreement including the staff recommendation that the Agency approve the Agreement. The City Council is also required to approve the Agreement. FISCAL IMPACT: The Public Improvement will allow the expenditure of the remaining $2 million of SRRDA bond proceeds on public improvements within the former SRRDA Project Area. The SRRDA Project Area includes Downtown and East San Rafael. This action will not increase the Agency's financial obligations for the bond payments. The existing bond payment schedule includes the $2 Million dollars held by the Trustee. Staff is recommending that the bond funds be utilized for public improvements for SMART service to Larkspur; specifically to address the design and construction of the Andersen Drive crossing. City's Capital Improvement Program (CIP), adopted by the City Council on March 16, 2015, reflects the bond revenues as a source of funding for this project. Staff assumes this project will consume all of the bond funds; however, any remaining funds will be utilized for other public improvements in the former SRRDA Project Area. These improvements will be included in a future CIP and may include activities such as Downtown parking garage repairs, widening of sidewalks on East Francisco Boulevard, or the Grand Avenue bridge project. OPTIONS: • Adopt the Resolution approving the Public Improvements Agreement and accept staff recommendations for expenditures • Modify the Resolution and staff recommendation. • Request further information. • Reject the staff recommendation. ACTION REQUIRED: Staff recommends that the City Council adopt the Resolution. ATTACHMENTS: Attachment A: Public Improvement Agreement CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLUTION NO. 13904 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL APPROVING THE PUBLIC IMPROVEMENT AGREEMENT FOR USE OF BOND PROCEEDS BETWEEN THE CITY OF SAN RAFAEL AND THE SAN RAFAEL SUCCESSOR AGENCY WHEREAS, under ABx1 26 enacted in June 2011, as amended by AB 1484 enacted in June 2012 (collectively, the "Dissolution Law"), the City of San Rafael (the "City") and the San Rafael Successor Agency (the "Successor Agency") are required to take certain actions regarding bonds issued by the Redevelopment Agency of the City of San Rafael (the "Former Agency") prior to its dissolution on February 1, 2012; and WHEREAS, by letter dated November 24, 2014, the California Department of Finance ("DOF") issued to the Successor Agency a finding of completion in accordance with Health and Safety Code Section 34179.7 (the "Finding of Completion"), signifying the Successor Agency's full compliance with specified payment obligations; and WHEREAS, prior to the dissolution of the Former Agency: 1. Under California Community Redevelopment Law (Health and Safety Code Section 33000 et sem; the "Redevelopment Law"), the Former Agency was responsible for implementing the Redevelopment Plan (the "Redevelopment Plan") for the Central San Rafael Redevelopment Project Area (the "Project Area"), including the provision and enhancement of public facilities and infrastructure benefitting the Project Area; and 2. Under the Fifth Supplemental Resolution dated as of September 16, 2002, (the "2002 Bond Resolution"), and related bond documents (the "2002 Bond Documents"), the Former Agency issued San Rafael Redevelopment Agency Tax Allocation Bonds Series 2002 in the principal amount of $ 25,020,000 (the "2002 Bonds") for the purpose of funding the San Rafael Corporation Yard and additional public improvements for the benefit of the Project Area and in furtherance of the Redevelopment Plan; and 3. Under the Sixth Supplemental Resolution dated as of November 16, 2009, (the "2009 Bond Resolution"), and related bond documents (the "2009 Bond Documents"), the Former Agency issued San Rafael Redevelopment Agency Tax Allocation Bonds Series 2009 in the principal amount of $ 14,660,000 (the "2009 Bonds") for the purpose of refunding the current interest 1999 bonds, and to fund street, parking and other public improvements for the benefit of the Project Area and in furtherance of the Redevelopment Plan; and 4. Under the Fourth Supplemental Resolution dated as of June 7, 1999, (the "1999 Bond Resolution"), and related bond documents (the "1999 Bond Documents"), the Former Agency issued San Rafael Redevelopment Agency Tax Allocation Bonds Series 1999 in the principal amount of $ 23,504,004.10 (the "1999 Bonds") of current interest bonds and capital appreciation bonds for the purpose of funding improvements to the Pickleweed Community Center and playing fields, the Grand Avenue Bridge, Mahon Creek Improvements, Downtown Parking Structure, Gerstle Park childcare facility, Bret Harte Strom Drainage, West Francisco Blvd. Utility Undergrounding and additional public improvements for the benefit of the Project Area and in furtherance of the Redevelopment Plan; and WHEREAS, there remain $ 1,458,428 of unencumbered net proceeds of the 2002 Bonds (the "Remaining 2002 Bond Proceeds"), and $594,609 of unencumbered net proceeds of the 2009 Bonds (the "Remaining 2009 Bond Proceeds"), and $30,744 of unencumbered net proceeds of the 1999 Bonds Capital Appreciation Bonds (the "Remaining 1999 Bond Proceeds"), a total of $2,083,781 is held by the Bond Trustee and the Successor Agency; and WHEREAS, Health and Safety Code Section 34191.4(c), which applies to successor agencies that have received a finding of completion from the DOF, provides, in relevant part: "Bond proceeds derived front "bonds issued on or before December 31, 2010, shall be used for the purposes for which the bonds were sold. Nonvithstanding... any... conflicting provision of law, bond proceeds in excess of the amounts deeded to satisfy approved enforceable obligation shall thereafter be expended in a manner consistent with the original bond covenants ... An expenditure pursuant to this paragraph shall constitute the creation of an excess bond proceeds obligation to be paid from the excess proceeds. Excess bond proceeds shall be listed separately on the Recognized Obligation Payment Schedule submitted by the successor agency"; and WHEREAS, in accordance with Health and Safety Code Section 34191.4(c), the Successor Agency and the City desire to enter into a Public Improvement Agreement for Use of Bond Proceeds (the "Agreement"), whereby the Successor Agency will grant and provide to the City the Remaining 2002 Bond Proceeds in the amount of $ 1,458,428; Remaining 2009 Bond Proceeds in the amount of $ 594,609; and the Remaining 1999 Bond Proceeds in the amount of $30,744; and the City will utilize the Remaining 2002 Bond Proceeds, the Remaining 2009 Bond Proceeds and the Remaining 1999 Bond Proceeds for public improvements consistent with the 2002 Bond Documents, the 2009 Bond Documents and the 1999 Bond Documents, respectively, including providing design, construction, construction administration, inspection, and permit services, and entering into one or more construction contracts if required; and WHEREAS, for the reasons summarized below, the Agreement constitutes the creation of an excess proceeds obligation authorized by Health and Safety Code Section 34191.4(c) that shall be paid from the Remaining 2002 Bond Proceeds, Remaining 2009 Bond Proceeds and the Remaining 1999 Bond Proceeds: 9 Health and Safety Code Section 34191.4(c) applies to the Successor Agency because the Successor Agency has received its Finding of Completion from DOF. The Finding of Completion expressly states in relevant part: a. "The [Successor] Agency niay now do the following:... Utilize proceeds derived frons bonds issued prior to January 1, 2011 in a manner consistent with the original bond covenants per HSC section 34191.4(c)"; and 2. The Remaining 2002, 2009 and 1999 Bond Proceeds to be expended under this Agreement constitute "bond proceeds derived from bonds issued on or before December 31, 2010" in that the 2002 Bonds were issued on October 24, 2002, the 2009 Bonds were issued on December 30, 2009, and the 1999 Bonds were issued on June 30, 1999; and 3. The Remaining 2002, 2009 and 1999 Bond Proceeds to be expended under this Agreement also constitute "bond proceeds in excess of the amounts needed to satisfy approved enforceable obligations" in that the Remaining 2002, 2009 and 1999 Bond Proceeds constitute unencumbered proceeds of the 2002, 2009 and 1999 Bonds, respectively, received by the Successor Agency from the Former Agency that are not needed to satisfy any "enforceable obligation", as that term is defined in Health and Safety Code Section 34171(d); and 4. Expenditure of the Remaining 2002 Bond Proceeds by the Successor Agency under this Agreement is "for the purposes for which the bonds were issued" and "in a manner consistent with the original bond covenants", which purpose and covenants are found primarily in the 2002 Bond Resolution and the 2002 Bond Documents. Specifically, the 2002 Bond Documents provide that the Remaining 2002 Bond Proceeds will be spent for public improvements within the Redevelopment Project Area; and 5. Expenditure of the Remaining 2009 Bond Proceeds by the Successor Agency under this Agreement is "for the purposes for which the bonds were issued" and "in a manner consistent with the original bond covenants", which purpose and covenants are found primarily in the 2009 Bond Resolution and the 2009 Bond Documents. Specifically, the 2009 Bond Documents provide that the Remaining 2009 Bond Proceeds will be spent for public improvements within the Redevelopment Project Area; and 6. Expenditure of the Remaining 1999 Bond Proceeds by the Successor Agency under this Agreement is "for the purposes for which the bonds were issued" and "in a manner consistent with the original bond covenants", which purpose and covenants are found primarily in the 1999 Bond Resolution and the 1999 Bond Documents. Specifically, the 1999 Bond Documents provide that the Remaining 1999 Bond Proceeds will be spent for public improvements within the Redevelopment Project Area; and WHEREAS, Health and Safety Code Section 34180(h) requires that any agreement between a successor agency and the city that formed a dissolved redevelopment agency, such as the Agreement, must be approved by the successor agency's oversight board; and WHEREAS, on February 6, 2014 the Oversight Board approved the Agreement consequently, the Agreement will become effective upon certain other actions under the Dissolution Law, as fully provided in Section 2.10 of the Agreement (the "Effective Date") NOW, THEREFORE, BE IT RESOLVED, the San Rafael City Council hereby finds, resolves, and determines as follows: Section 1. Recitals Correct. The foregoing recitals are true and correct. Section 2. CEQA Findings. Under Title 14 of the California Code of Regulations, Section 15378(b)(4), the Agreement is exempt from the requirements of the California Environmental Quality Act (CEQA) in that it is not a project because it only provides a funding mechanism for unspecified projects. Section 3. Approval of Agreement. Pursuant to Health and Safety Code Section 34180(h), hereby approves the entry by the City into the Agreement with the Successor Agency, and the execution of the Agreement by the City Manager or designee on behalf of the City of San Rafael, substantially in the form attached to this Resolution, with any additional changes as required by the City Attorney. Section 4. Notice to DOF. The Successor Agency hereby directs the Clerk to provide written notice and information about this Resolution to the DOF in accordance with Health and Safety code Section 34179(h). The actions set forth in this Resolution shall be subject to effectiveness in accordance with Health and Safety Code 34179(h). BE IT FURTHER RESOLVED that this Resolution shall take effect at the time and in the manner prescribed in Health and Safety Code Section 34179(h). I, Esther C. Beirne, City Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the San Rafael City Council, held on Monday, the twentieth day of April 2015, by the following vote, to wit: AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin & Vice -Mayor McCullough NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Mayor Phillips ESTHER C. BEIRNE, City Clerk Ll PUBLIC IMPROVEMENT AGREEMENT FOR USE OF BOND PROCEEDS This Public Improvement Agreement for Use of Bond Proceeds (the "Agreement") is entered into as of , 2015 by and between the City of San Rafael (the "City"), and the San Rafael Successor Agency (the "Successor Agency"), on the basis of the following facts, understandings, and intentions of the City and the Successor Agency (sometimes collectively referred to as the "Parties" and individually as a "Party"): RECITALS A. This Agreement is entered into to implement terms and requirements of ABx1 26 enacted June 28, 2011, as modified by AB 1484 enacted June 27, 2012 (collectively, the Dissolution Law"). B. By letter dated November 24, 2014, the California Department of Finance ("DOF") issued to the Successor Agency a finding of completion in accordance with Health and Safety Code Section 34179.7 (the "Finding of Completion"), signifying the Successor Agency's full compliance with specified payment obligations. C. Prior to the dissolution of the Redevelopment Agency of the City of San Rafael (the "Former Agency"): 1. Under California Community Redevelopment Law (Health and Safety Code Section 33000 et seg; the "Redevelopment Law"), the Former Agency was responsible for implementing the Redevelopment Plan (the "Redevelopment Plan"), for the Central San Rafael Redevelopment Project Area (the "Project Area"), which included the provision and enhancement of public facilities and infrastructure benefitting the Project Area; 2. Under the Fifth Supplemental Resolution dated as of September 16, 2002, (the "2002 Bond Resolution"), and related bond documents (the "2002 Bond Documents"), the Former Agency issued San Rafael Redevelopment Agency Tax Allocation Bonds Series 2002 in the principal amount of $ 25,020,000 (the "2002 Bonds") for the purpose of funding the San Rafael Corporation Yard and additional public improvements for the benefit of the Project Area and in furtherance of the Redevelopment Plan; and 3. Under the Sixth Supplemental Resolution dated as of November 16, 2009, (the "2009 Bond Resolution"), and related bond documents (the "2009 Bond Documents"), the Former Agency issued San Rafael Redevelopment Agency Tax Allocation Bonds Series 2009 in the principal amount of $ 14,660,000 (the "2009 Bonds") for the purpose of refunding the current interest 1999 bonds, and to fund street, parking and other public improvements for the benefit of the Project Area and in furtherance of the Redevelopment Plan; and ATTACHMENT A 141\01\1647298.1 4. Under the Fourth Supplemental Resolution dated as of June 7, 1999, (the "1999 Bond Resolution"), and related bond documents (the "1999 Bond Documents"), the Former Agency issued San Rafael Redevelopment Agency Tax Allocation Bonds Series 1999 in the principal amount of $ 23,504,004.10 (the "1999 Bonds") of current interest bonds and capital appreciation bonds for the purpose of funding improvements to the Pickleweed Community Center and playing fields, the Grand Avenue Bridge, Mahon Creek Improvements, Downtown Parking Structure, Gerstle Park childcare facility, Bret Harte Strom Drainage, West Francisco Blvd. Utility Undergrounding and additional public improvements for the benefit of the Project Area and in furtherance of the Redevelopment Plan; and D. There remain $1,458,428 of unencumbered net proceeds of the 2002 Bonds (the 'Remaining 2002 Bond Proceeds"), and $594,609 of unencumbered net proceeds of the 2009 Bonds (the 'Remaining 2009 Bond Proceeds"), and $30,744 of unencumbered net proceeds of the 1999 Bonds Capital Appreciation Bonds (the 'Remaining 1999 Bond Proceeds"), which have been transferred to and remain in the possession of the Successor Agency and the Bond Trustee. E. Health and Safety Code Section 34191.4(c), which applies to successor agencies that have received a finding of completion from DOF, provides, in relevant part: "Bond proceeds derived from bonds issued on or before December 31, 2010, shall be used for the purposes for which the bonds were sold. Notwithstanding ... any... conflicting provision of law, bond proceeds in excess of the amounts needed to satisfy approved enforceable obligation shall thereafter be expended in a manner consistent with the original bond covenants ... An expenditure pursuant to this paragraph shall constitute the creation of an excess bond proceeds obligation to be paid from the excess proceeds. Excess bond proceeds shall be listed separately on the Recognized Obligation Payment Schedule submitted by the successor agency." F. In accordance with Health and Safety Code Section 34191.4(c), the Successor Agency and the City desire to enter into this Agreement, whereby the Successor Agency will grant and provide to the City the Remaining 2002 Bond Proceeds in the amount of $1,458,428; Remaining 2009 Bond Proceeds in the amount of $594,609; and the Remaining 1999 Bond Proceeds in the amount of $30,744; and the City will utilize the Remaining 2002 Bond Proceeds, the Remaining 2009 Bond Proceeds and the Remaining 1999 Bond Proceeds for public improvements consistent with the 2002 Bond Documents, the 2009 Bond Documents and the 1999 Bond Documents, respectively, including providing design, construction, construction administration, inspection, and permit services, and entering into one or more construction contracts if required; and G. For the reasons summarized below, this Agreement constitutes the creation of an excess proceeds obligation authorized by Health and Safety Code Section 34191.4(c) that shall be paid from the Remaining 1999 Bond Proceeds: 1. Health and Safety Code Section 34191.4(c) applies to the Successor Agency because the Successor Agency has received its Finding of Completion from the DOF. The Finding of Completion expressly states in relevant part: 2 141\01\1647298.1 a. "The [Successor] Agency may now do the following:... Utilize proceeds derived from bonds issued prior to January 1, 2011 in a manner consistent with the original bond covenants per HSC section 34191.4(c)." 2. The Remaining 2002, 2009 and 1999 Bond Proceeds to be expended under this Agreement constitute "bond proceeds derived from bonds issued on or before December 31, 2010" in that the 2002 Bonds were issued on October 24, 2002, the 2009 Bonds were issued on December 30, 2009, and the 1999 Bonds were issued on June 30, 1999. 3. The Remaining 2002 Bond Proceeds, the Remaining 2009 Bond Proceeds and the Remaining 1999 Bond Proceeds to be expended under this Agreement also constitute "bond proceeds in excess of the amounts needed to satisfy approved enforceable obligations" in that the Remaining 2002 Bond Proceeds, the Remaining 2009 Bond Proceeds, and the Remaining 1999 Bond Proceeds constitute unencumbered proceeds of the 2002 Bonds, 2009 Bonds and the 1999 Bonds, respectively, received by the Successor Agency from the Former Agency that are not needed to satisfy any "enforceable obligation", as that term is defined in Health and Safety Code Section 34171(d), and 4. Expenditure of the Remaining 2002 Bond Proceeds by the Successor Agency under this Agreement is "for the purposes for which the bonds were issued" and "in a manner consistent with the original bond covenants", which purpose and covenants are found primarily in the 2002 Bond Resolution and the 2002 Bond Documents. Specifically, the 2002 Bond Documents provide that the Remaining 2002 Bond Proceeds will be spent for public improvements within the Redevelopment Project Area; and 5. Expenditure of the Remaining 2009 Bond Proceeds by the Successor Agency under this Agreement is "for the purposes for which the bonds were issued" and "in a manner consistent with the original bond covenants", which purpose and covenants are found primarily in the 2009 Bond Resolution and the 2009 Bond Documents. Specifically, the 2009 Bond Documents provide that the Remaining 2009 Bond Proceeds will be spent for public improvements within the Redevelopment Project Area; and 6. Expenditure of the Remaining 1999 Bond Proceeds by the Successor Agency under this Agreement is "for the purposes for which the bonds were issued" and "in a manner consistent with the original bond covenants", which purpose and covenants are found primarily in the 1999 Bond Resolution and the 1999 Bond Documents. Specifically, the 1999 Bond Documents provide that the Remaining 1999 Bond Proceeds will be spent for public improvements within the Redevelopment Project Area; and H. Under Health and Safety Code Section 34189(a), the provisions of Health and Safety Code Section 33445 are now inoperative, so that no findings of the Successor Agency or the City Council are required under that statutory provision in connection with the approval and execution of this Agreement; it being understand that this Agreement is entered into under the authority of Health and Safety Code Section 34191.4(c). I. Under Title 14 of the California Code of Regulations, Section 15378(b)(4), this Agreement is exempt from the requirements of the California Environmental Quality Act (CEQA) in that it is not a project because it only provides a funding mechanism for unspecified projects. 3 141 x.01'01647298.1 J. Health and Safety Code Section 341$0(h) requires that any agreement between a successor agency and the city that formed a dissolved redevelopment agency, such as this Agreement, must be approved by the successor agency's oversight board. Consequently, this Agreement will become effective only upon approval of the Oversight Board and certain other actions under the Dissolution Law, as fully provided in Section 2.10. NOW, THEREFORE, the City and the Successor Agency agree as follows: ARTICLE 1. FUNDING Section 1.1 Funding. The Successor Agency hereby grants and agrees to make available to the City the Remaining 2002 Bond Proceeds in the amount of $1,458,428; Remaining 2009 Bond Proceeds in the amount of $594,609; and the Remaining 1999 Bond Proceeds in the amount of $30,744; and the City will utilize the Remaining 2002 Bond Proceeds, the Remaining 2009 Bond Proceeds and the Remaining 1999 Bond Proceeds for public improvements consistent with the 2002 Bond Documents, the 2009 Bond Documents and the 1999 Bond Documents, respectively, to be used exclusively to pay for City's services and third party costs for public improvements consistent with the 2002 Bond Documents, the 2009 Bond Documents and the 1999 Bond Documents, respectively. Section 1.2 Bonds. The City acknowledges that the Remaining 2002 Bond Proceeds are derived from proceeds of the 2002 Bonds, the Remaining 2009 Bond Proceeds are derived from proceeds of the 2009 Bonds and the Remaining 1999 Bond Proceeds are derived from proceeds of the 1999 Bonds. The City shall cooperate to assure that the Remaining 2002, 2009 and 1999 Bond Proceeds are used as authorized by the terms of the 2002, 2009 and 1999 Bond Resolutions and the 2002, 2009 and 1999 Bond Documents and the applicable laws, rules and regulations pursuant to which the 2002, 2009 and 1999 Bonds were issued. Section 1.3 Disbursement of Bond Proceeds. The Successor Agency shall disburse the Remaining 2002, 2009, and 1999 Bond Proceeds in their entirety to City within thirty (30) days after the Effective Date (as defined and described in Section 2.10), for use by the City consistent with the 2002, 2009 and 1999 Bond Documents, respectively. 4 141\01\1647298.1 ARTICLE 2. GENERAL PROVISIONS Section 2.1 Notices. Any notice or communication required to be given under this Agreement by a Party shall be in writing, and may be given either personally or by registered or certified mail, return receipt requested. If delivered by registered or certified mail, a notice shall be deemed to have been given and received on the first to occur of: (a) actual receipt by an addressee designated below as a Party to whom notices are sent; or (b) five (5) days after the registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If delivered personally, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. A Party may at any time, by giving ten (10) days written notice to the other Party pursuant to this Section 2. 1, designate any other address substitution of the address to which such notice or communication be given. Notices shall be given to the Parties at their address set forth below: Successor Agency: San Rafael Successor Agency 1400 Fifth Avenue, Room 203 San Rafael, CA 94915-1560 Attention: Executive Director City: City of San Rafael 1400 Fifth Avenue, Room 203 San Rafael, CA 94915-1560 Attention: City Manager Section 2.2 Actions of the Parties. Except as otherwise provided in this Agreement, whenever this Agreement calls for or permits a Party's approval, consent, or waiver, the written approval, consent, or waiver of the Successor Agency's Executive Director or the City Manager (or their respective designees) shall constitute the approval, consent, or waiver of the Successor Agency or the City, respectively, without further authorization required from the governing board of the Party. Section 2.3 Nondiscrimination. The Successor Agency and City shall not, because of race, religion, creed, color, national origin, ancestry, gender or sexual orientation, physical disability, mental disability, medical condition, marital status, or sex of any person, refuse to hire or employ the person, or refuse to select the person for a training program leading to employment, or bar or discharge the person from employment or from training program leading to employment, or discriminate against the person in compensation or in terms, conditions or privileges of employment with respect to performance of this Agreement. The City shall require the inclusion of substantially similar non-discrimination provisions in contracts City awards in the implementation of the Project. Section 2.4 No Third Party Beneficiaries. No person or entity other than the Successor Agency and City and their permitted successors and assigns, shall have any right of action under this Agreement. Section 2.5 State Law. This Agreement, and the rights and obligations of the Parties hereto, shall be construed and enforced in accordance with the laws of the State of California. 5 141\01\1647298.1 Section 2.6 Compliance with Legal Requirements. The Successor Agency and the City shall both comply with all applicable laws, regulations and other legal requirements in performing their respective obligations under this Agreement. Section 2.7 Additional Acts. The Parties each agree to take such other and additional action and execute and deliver such other and additional documents as may be reasonably requested by the other Party for purposes of consummating the transactions contemplated in this Agreement. Section 2.8 Litigation Regarding Agreement Validity. In the event litigation is initiated attacking the validity of this Agreement, each Party shall in good faith defend and seek to uphold the Agreement. Section 2.9 Entire Agreement: Modification. This Agreement contains all of the agreements and understandings of the Parties pertaining to the subject matter contained herein and supersedes all prior or contemporaneous agreements, representations and understandings of the Parties. This Agreement cannot be amended or modified except by written agreement of the Parties. Section 2.10 Effectiveness of Agreement. This Agreement shall become effective only upon satisfaction of the following conditions: (a) Approval of this Agreement by the Oversight Board (the "Oversight Board Action"); (b) Notification to the DOF of the Oversight Board Action in accordance with the provisions of Health and Safety Code Section 34179(h); and (c) Placement by the Successor Agency of the excess bond proceeds obligation for the Remaining 2002 Bond Funds, the Remaining 2009 Bond Funds and the Remaining 1999 Bond Funds represented by this Agreement on a future Recognized Obligation Payment Schedule (the "ROPS") in accordance with the last sentence of Health and Safety Code Section 34191.4(c), and approval of such ROPS item by the Oversight Board and the DOF. The date upon which the above conditions are first satisfied is referred to as the "Effective Date". [SIGNATURES ON FOLLOWING PAGE] 6 141\01\1647298.1 IN WITNESS WHEREOF, this Agreement has been executed as of the date set forth in the opening paragraph of this Agreement: SAN RAFAEL SUCCESSOR AGENCY LM Nancy Mackle, Executive Director CITY OF SAN RAFAEL VA 141\01\1647298.1 Nancy Mackle, City Manager CITY OF SAN RAFAEL ROUTING SLIP / APPROVAL FORM INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT, ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY. SRCC\SA AGENDA ITEM NO. C, DATE OF MEETING: 4/20/2015 FROM: Stephanie Lovette DEPARTMENT: Economic Development DATE: 3/9/15 TITLE OF DOCUMENT: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL APPROVING THE PUBLIC IMPROVEMENT AGREEMENT FOR USE OF BOND PROCEEDS BETWEEN THE CITY OF SAN RAFAEL AND THE SAN RAFAEL SUCCESSOR AGENCY Department Head (signature) *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** (LOWER HALF OF FORM FOR APPROVALS ONLY) APPROVED AS COUNCIL / AGENCY APPROVED AS TO FORM: AGENDA ITEM: � City Manager (signature) City Attorney (signat e) NOT APPROVED REMARKS: