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Resolution - 2012-73RESOLUTION NO: 2012-73. A RESOLUTION OF THE CITY COUNCIL. ACTING AS THE SUCCESSOR AGENCY TO THE WEST COVINA REDEVELOPMENT AGENCY APPROVING A COOPERATIVE AGREEMENT FOR ADVANCE AND REIMBURSEMENT OF OVERSIGHT BOARD GENERAL COUNSEL WITH THE CITY OF WEST COVINA WHEREAS, pursuant to AB 1X 26, the West Covina Redevelopment Agency was dissolved, effective February 1, 2012 and the Successor', Agency for the West Covina Redevelopment Agency ("Successor Agency") has succeeded to certain assets and liabilities of the former Redevelopment Agency. WHEREAS, as clarified under AB 1484, the Successor Agency is a public entity separate and distinct from the City. WHEREAS,. pursuant to AB 1X 26 and AB 1484, the Successor Agency is required to undertake a number of actions pursuant to Part 1.85 of the Community Redevelopment Law (commencing with Health and Safety Code Section 34170) .("Part 1.85"), including winding down the affairs of the former Redevelopment Agency of the City of West Covina. WHEREAS, pursuant to Health and Safety Code Section 34177.3(b), the Successor Agency may create enforceable obligations to conduct the work of winding down the CDC, including hiring staff, acquiring necessary professional administrative services and legal counsel, and procuring insurance. WHEREAS, pursuant to Health and Safety Code Section 34173(h), the City may loan or grant funds to the Successor Agency for administrative costs, enforceable obligations, or project - related expenses at the City's discretion. WHEREAS, pursuant to Health and Safety Code Sections 34178(a) and 34180(h), with the approval of the oversight board, the Successor Agency may enter into agreements with the City. WHEREAS, the Successor Agency wishes to enter into an agreement with the City entitled "Cooperative Agreement for Advance and Reimbursement of Oversight Board General Counsel " (the "Cooperative Agreement"; copy attached to this Resolution as Exhibit A), whereby the City would advance to the Successor Agency the funds to pay for Oversight Board general counsel for the period between July 1, 2012 and December 1, 2012, in exchange for the Successor Agency reimbursing to the City all costs therefore from future funds received by the Successor Agency, to the extent permitted by law. WHEREAS, approval of the Cooperative Agreement by the West Covina Oversight Board ("Oversight Board") is necessary in order for the Cooperative Agreement to be legally binding on the City and Successor Agency, and the Successor Agency supports the submission of the Cooperative Agreement to the Oversight Board in furtherance of obtaining such approval. WHEREAS, the Cooperative Agreement is legally permitted pursuant to the authorities cited above. WHEREAS, upon approval by the Oversight Board, the Cooperative Agreement must be listed on the Successor Agency's ROPS, and must be approved as an item therein, in order to be enforceable, as must all future costs which the Successor Agency seeks to reimburse to the City' pursuant to the Cooperative Agreement. NOW, THEREFORE, the City Council acting as the Successor Agency to the West Covina Redevelopment Agency hereby resolves: SECTION 1. The above recitals are true and correct. and are a substantive part of this Resolution. Resolution No. 2012-73 Page 2 SECTION 2. This Resolution is adopted pursuant to Sections 34171(d)(1)(F), 34173(h), 34177.3(b), and other applicable provisions of Part 1.85 of the Health and Safety Code, and pursuant to the Successor Agency's other powers under the laws of the State of California authorizing the Successor Agency to enter into the Cooperative Agreement and undertake all obligations pursuant thereto. SECTION 3. The Successor Agency hereby approves the Cooperative Agreement in substantially the form as attached hereto as Exhibit A. . SECTION 4. The Successor Agency hereby directs the Executive Director or his/her designee to execute the Cooperative Agreement and undertake any and all actions necessary to implement the Cooperative Agreement, including but not limited to: performing the obligations provided in the Cooperative Agreement; overseeing and directing the necessary staff, facilities, and other resources advanced to the Successor Agency by the City; seeking Oversight Board approval of the Cooperative Agreement; listing the Cooperative Agreement, and costs for resources advanced pursuant thereto, on Successor Agency ROPS; and undertaking such other actions to cause costs to be reimbursed to the City in conformance with the requirements of the Cooperative Agreement and State law. SECTION 5. The Successor Agency hereby formally requests that the Oversight Board approve the Cooperative Agreement and all Successor Agency ROPS items relating thereto. SECTION 6. The Successor Agency Secretary shall certify to the adoption of this Resolution. APPROVED AND ADOPTED on this 21 st day of August, 2012. Mike ouhey, Governing Board ChairQn Successor Agency of the former West Covina ATTEST: Redevelopment Agency usan Rush S4cess6r Agency Secretary I, SUSAN RUSH, SUCCESSOR AGENCY SECRETARY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY, HEREBY CERTIFY that the foregoing resolution was duly adopted by the by the Governing Board of the Successor Agency to the former West Covina Redevelopment Agency at a Regular meeting held on the 21St day of August 2012 by the following vote: AYES: Herfert, Sanderson, Sotelo, Sykes, Touhey NOES: None ABSENT: None ABSTAIN: None / .O Vt., ry- j y io7o. - , Susan Rush, Successor Agency Secretary Successor Agency.of the fo"rmer West Covina Redevelopment Agency APPROVED AS TO FORM; Successor Agency Counsel COOPERATIVE AGREEMENT FOR ADVANCE AND REIMBURSEMENT OF ADMINISTRATIVE COSTS, ENFORCEABLE OBLIGATIONS, AND PROJECT RELATED EXPENSES This COOPERATIVE AGREEMENT FOR ADVANCE AND REIMBURSEMENT OF ADMINISTRATIVE COSTS, ENFORCEABLE OBLIGATIONS, AND PROJECT RELATED EXPENSES (this "Agreement") is entered into as of August 21, 2012 by and between the City of West Covina (the "City") and the Successor Agency to the West Covina Redevelopment Agency (the "Successor Agency")., RECITALS: WHEREAS,. the Successor Agency is required to undertake a number of actions pursuant to Part 1.85 of the Community Redevelopment Law (commencing with Health and Safety Code Section 34170) ("Part 1.85"), including winding down'.the affairs of the former West Covina Redevelopment Agency ("Agency") as required by Health and Safety Code Section 34177(h). WHEREAS, in June 2012, the State Legislature enacted AB 1484 which amended AB 26 clarifying the definition of "enforceable obligations." . WHEREAS; pursuant to Health and Safety Code Section 34171(d)(1)(F), contracts or agreements necessary for the administration or operation of the Successor Agency . are enforceable obligations. WHEREAS, pursuant to Health and Safety Code Section 34177.3(b), the Successor Agency may create enforceable obligations to conduct the work of winding down the Redevelopment Agency, including hiring staff, acquiring necessary professional administrative services and legal counsel, and procuring insurance. WHEREAS,. pursuant to Health and Safety. Code Section 34173(h), the city that authorized the creation of a redevelopment agency may loan or grant funds to a successor agency for administrative costs, enforceable obligations, or project related expenses at the city's discretion and, subject to the oversight board's approval, such loan or grant from the city shall be deemed an enforceable obligation. WHEREAS, in connection with the administrative costs, enforceable obligations, project related expenses, and the general operations of the Successor Agency in accordance with Part 1.85, the Successor Agency is and will be utilizing the staff, facilities, and other resources of the City. WHEREAS, the City Managet of the City serves as Executive Director of the Successor Agency, the City Treasurer serves as Finance Officer of the Successor Agency, and the City Clerk serves as Secretary to the Successor Agency. Planning, finance, engineering, public works, and other City departments devote, and are expected to devote, substantial time with Cooperative Agreement City and Successor Agency August 21, 2012 respect to the administration and operations of the Successor Agency, including gathering inforniation relating to the Agency's enforceable obligations, conferring with public officials representing governmental agencies, and undertaking other activities in connection with winding down the affairs of the Agency required under Part 1.85. WHEREAS, by providing and making available to the Successor Agency the staff, facilities, services, and other resources of the City, including, without limitation, consultants, legal counsel, office space, equipment, supplies, and insurance, necessary to the administration and operations of the Successor Agency, the City has advanced and will continue to advance the cost of the foregoing to the Successor Agency. WHEREAS, the City and Successor Agency recognized that the Oversight Board to the Successor Agency ("Oversight Board") is required to undertake a number of actions pursuant to Part 1.85, including overseeing and approving actions of the Successor Agency as are enumerated in Health and Safety Code Section 34180, and, in connection with performing those obligations, is and will be utilizing the staff, facilities, and other resources of the Successor Agency. WHEREAS, the City and Successor Agency recognize that the Oversight Board. may require independent legal counsel and/or technical advisors to perform its obligations under Part 1.85. WHEREAS, the City is and will be advancing to the Successor Agency the staff, facilities, and other resources necessary to assist the Oversight Board in performing its obligations under Part 1.85, including advancing the funds to the Successor Agency necessary for the Oversight Board to retain independent legal counsel and/or technical advisors. WHEREAS, the City and the Successor Agency desire to enter into this Agreement to acknowledge the foregoing recitals and to memorialize the mutual understanding between City and Successor Agency, and provide for an appropriate method of reimbursement of such advances and/or loans by the City to the Successor Agency. NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS: Section 1. The City agrees to make available to the Successor Agency its staff, facilities, services, and other resources, including, without limitation, consultants, legal counsel, office space, equipment; supplies, and insurance, necessary to the administration and operations of the Successor Agency and the Oversight Board and, where necessary, advances or loans to the Successor Agency for administrative costs, enforceable obligations, and project related expenses. The Successor Agency desires to have access to and utilize the foregoing staff, facilities, services, and other resources of the City as may be required to perfonn its obligations under AB 26 and amendments thereto. Section 2. The City agrees to advance funds to the Successor Agency for Oversight Board legal services and/or technical advisors for July 2012 to December 2012, to be feimbursed 2 Cooperative Agreement City and Successor Agency August 21, 2012 under the Recognized Obligations Payment Schedule ("ROPS") for January 1, 2013 to June 2013, and to advance such other funds in future ROPS payment periods as is reasonably necessary to allow the Oversight Board to retain legal services and/or technical advisors, with such advances to be reimbursed to the City pursuant to Sections 4 and 5 below. Section 3. The value of the City staff, including all employee salaries, retirement and other benefits, facilities, services, and other resources of the City, including but not limited to, office space, equipment, supplies, and insurance, necessary to the administration and operations of the Successor Agency made, and to be made, available to the Successor Agency for each six- month fiscal period beginning with the fiscal period commencing on January 1, 2012 and ending on June 30, 2012, calculated and determined in accordance with Section 4 hereof, shall be determined necessary for the administration and operation of the Successor Agency for purposes of Health and Safety Code § 34171(d)(1)(F) and constitute an advance and loan to the Successor Agency as authorized pursuant to Health and Safety Code § 34173(h) by the City for each six- month fiscal period, to be repaid in accordance With Section 4 of this Agreement. Section 4. The City shall prepare a cost analysis based upon reasonable allocations and generally accepted accounting principles documenting: (a) the value of any administrative costs paid for by the City, including, but not limited to, all employee salaries, retirement and other benefits, and the facilities, services, and other resources of the City made, or to be made available, to the Successor Agency pursuant to Section 1 hereof; (b) any City advances or loans used to pay for any Administrative Costs or Enforceable Obligation(s), including those advances made pursuant to Section 2 hereof, and (c) any City advances or loans used to pay for any project related expenses for each six-month fiscal period beginning with the first fiscal period commencing on January 1, 2012 and ending on June 30, 2012 ("Expenses"). The parties hereto agree to take all appropriate steps and execute any documents which may reasonably be necessary or convenient to implement the intent of this Agreement. Section 5. Each party shall maintain books and records regarding its duties pursuant to this Agreement.. Such books and records shall be available for inspection by the officers and agents of the other party at all reasonable times. Section 6. This Agreement is made in the State of California under the Constitution and laws of the State of California, and is to be so construed. Section 7. This Agreement will be become effective upon approval of the Oversight Board to the Successor Agency. Section 8. This Agreement may be amended at any time, and from time to time, by an agreement executed by both parties to this Agreement and approved by the Oversight Board to the Successor Agency. [SIGNATURES ON THE FOLLOWING PAGE] 3 Cooperative Agreement City and Successor Agency August 21, 2012 ATT IN Assistant. City Clerk/Assistant Successor Agency Secretary APPROVED AS TO FORM: Arnold M.. Alvarez-Glasman City Attorney/Successor Agency Counsel 4 THE CITY OF WEST COVINA (the "CITY") By: n rew asmant, City Manager Date: to /1.IL, /1�- THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY (the "Successor Age cy") By: Andrew Pasmant, Executive Director Date: 10 wr Z— -