HomeMy WebLinkAboutStaff Report 5.A 9/15/2014DATE: September 15, 2014
Agenda Item #5.A
TO: Honorable Mayor and Members of the City Council through City Manager
Honorable Chair and Members of the Petaluma Community Development
Successor Agency Board through Executive Director
FROM: Ingrid Alverde, Economic Development / Redevelopment Manager
SUBJECT: Resolution Approving the Successor Agency Recognized Obligation Payment
Schedule for the period January 1, 2015 — June 30, 2015 (ROPS 14-1513) and
Resolutions of the City Council and the Successor Agency authorizing and
accepting a loan to cover Cash flow needs between ROPS periods.
RECOMMENDATION
It is recommended that the Petaluma Community Development Successor Agency (PCDSA)
approve the Resolution Adopting a January 1. 2015 through .lune 30, 2015 Recognized Obligation
Payment Schedule (ROPS 14-1513) and Administrative Budget Pursuant to I-[ealth and Safety
Code Section 34177 (1).
It is recommended that the City Council approve the Resolution Authorizing the Provision of a
Loan to the PCDSA.
It is also recommended that the Governing Board of the PCDSA approve the Resolution
Authorizing the Acceptance of a Loan from the City of Petaluma.
BACKGROUND
On December 29, 2011, the California Supreme Court upheld the constitutionality of ABx1 26
dissolving redevelopment agencies statewide as of February 1, 2012. The City Council
established the Petaluma Community Development Successor Agency (PCDSA) as a separate
legal entity to oversee the dissolution of the former Petaluma Community Development
Commission (PCDC).
DISCUSSION
Agenda Review:
City Attorney Finance Director
City lvlanage /C�
The Successor Agency is required to adopt a schedule of payment obligations called a
Recognized Obligation Payment Schedule (BOPS), together with an administrative budget every
six months. The upcoming ROPS period is January 1 through June 30, 2015 and is referred to as
the BOPS 14-15B because it is the second schedule for the 2014-15 fiscal year. The attached
ROPS requests funds to pay for ongoing debt service, enforceable obligations and administrative
expenses. It also lists litigation expenses related to Successor Agency assets and obligations as
an enforceable obligation payable from the Redevelopment Property Tax Trust Fund (RPTTF).
The ROPS and the administrative budget are due to State Department Of Finance (DOF) by
October 1, 2014 and must first be reviewed and approved by the Oversight Board. The
Oversight Board is scheduled to review the ROPS and administrative budget on September 24th
of this year. The early due date provides sufficient time for DOE to review the listed items and
confer with the Successor Agency in time for the December distribution of property taxes. The
attached resolution (Attachment 1) includes the ROPS 14-15B and the administrative budget for
your review and consideration (Exhibit A & B of Attachment 1).
Staff also recommends that the Successor Agency and the City of Petaluma approve a loan from
the City to the Successor Agency to cover cash flow needs between ROPS periods. For the most
part, staff expects this loan to cover litigation related expenses that are eligible for RPTTF funds
but which cannot be listed on a ROPS before litigation is filed. This time delay forces the City to
advance sufficient funds for litigation expenses, and request reimbursement on a later ROPS.
The loan will not exceed $300,000 and will operate as a revolving loan to support any other
unanticipated Successor Agency needs until such time as the activity can be listed on a BOPS.
The Traffic Mitigation Fund will be used as the revolving loan. The interest rate is variable and
will be accrued according to the Local Agency Investment Fund's interest rate at time of
payment, which will be semi-annually (January 15 and June 15).
FINANCIAL IMPACTS
The ROPS 14-15B, once approved by the Oversight Board and the State Department of Finance,
will provide for the needed funds to administer the PCDSA and pay for enforceable obligations
of the PCDSA from January 1 — June 30, 2015.
The loan will allow the City to be reimbursed for unanticipated or litigation related expenses that
cannot be listed on the current ROPS but are eligible for RPTTF funds. The Traffic Mitigation
Fund will be used to fluid the loan and will need to be allocated in future budgets.
ATTACHMENTS
Resolution of the PCDSA Adopting a Six -Month Recognized Obligation Payment
Schedule
2. ' Resolution Of The City Council Authorizing The Provision Of A Loan
3. Resolution Of The Governing Board Of The PCD SA Authorizing Acceptance Of A
Loan
7
Attachment l
RESOLUTION NO.
A RESOLUTION OF THE PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR
AGENCY ADOPTING A JANUARY 1, 2015 THROUGH JUNE 30, 2015 RECOGNIZED
OBLIGATION PAYMENT SCHEDULE ("ROPS 14-1513") AND ADMINISTRATIVE
BUDGET PURSUANT TO HEALTH AND SAFETY CODE SECTION 34177 (1)
WHEREAS, the City of Petaluma (City) resolved to act as the Petaluma Community
Development Commission Successor Agency (PCDSA or Successor Agency) to, and assumed
all rights and obligations of, the former Petaluma Community Development Commission
(PCDC), by Resolution No. 2012-03; and
WHEREAS, the City Council established the PCDSA as an independent public entity
pursuant to Health and Safety Code Section 34173(g), on August 6, 2012, by Resolution No.
2012-118 N.C.S.; and
WHEREAS, the liability of the PCDSA is limited pursuant to Health and Safety Code
Section 34173(e) and other applicable law; and
WHEREAS, each six months, the PCDSA is required to adopt a schedule of payment
obligations referred to as the Recognized Obligation Payment Schedule (RODS), and an
administrative budget; and
WHEREAS, the seventh ROPS (ROPS 14-15B) and administrative budget, covering
the period from January 1, 2015 through June 30, 2015, are due to the Stale Department of
Finance (DOF) by October 1, 2014; and
WHEREAS, the Oversight Board for the PCDSA must review and approve the ROPS
14-15B and administrative budget prior to their submission to DOF; and
WHEREAS, in adopting ROPS 14-15B, the PCDSA will comply with all applicable
posting and notification requirements, including posting the ROPS 14-15B on the Successor
Agency's website and providing a copy thereof to the Oversight Board for the PCDSA, the
County Administrative Officer, the Department of Finance, and the Sonoma County Auditor -
Controller; and
WHEREAS, a draft ROPS 14-15B and administrative budget for the period January 1,
2015 through June 30, 2015, a copy of which is attached as Exhibit A & B, has been presented to
the PCDSA, the PCDSA is familiar with the contents thereof, and the Executive Director has
recommended approval of the same, subject to the contingencies and reservation of rights set
forth in this Resolution; and
WHEREAS, the PCDSA reserves the right to challenge the legality of Assembly Bill xl
26, AB 1484 and/or any implementing regulations, and to rescind its acceptance of Successor
Agency rights and obligations, and reserves any and all rights concerning Assembly Bill x 26
and AB 1484 pursuant to applicable law; and
WHEREAS, the PCDSA reserves the right to further amend the ROPS 14-15B and
administrative budget; and
WHEREAS, in adopting the ROPS 14-15B and administrative budget, the PCDSA does
not intend to waive, nor shall the PCDSA be deemed to have waived, any rights the PCDSA may
have pursuant to or in connection with any obligation listed on the ROPS 14-15B and
administrative budget, including without limitation, the right to modify, aruend, terminate or
challenge any obligation listed on the BOPS 14-15B or the administrative budget.
NOW, THEREFORE, BE IT RESOLVED BY GOVERNING BOARD OF THE
PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY), that the
Petaluma Community Development Successor Agency hereby:
1. Finds that the Recitals set forth above are true and correct, and are incorporated
herein by reference.
2. Approves the Recognized Obligation Payment Schedule for the period January 1,
2015 through June 30, 2015 (ROPS 14-15B) and the administrative budget, attached
hereto as Exhibit A & B, subject to all reservations of rights and contingencies set
forth above.
3. Authorizes and directs the Executive Director or his designee to take all actions
necessary to implement this Resolution, including without limitation, the submission
of the draft ROPS 14-15B simultaneously to the Oversight Board for the PCDSA, the
Sonoma County Administrative Officer, the Sonoma County Auditor -Controller, and
the State Department of Finance; and the posting of this Resolution and the
Recognized Obligation Payment Schedule 14-15B on the Successor Agency's
website.
4. Declares that if any provision, sentence, clause, section, or part of this Resolution is
found to be unconstitutional, illegal or invalid, such finding shall affect only such
provision, sentence, clause, section or part, and shall not affect or impair any of the
remainder.
4
Recognized Obligation Payment Schedule (ROPS 14-15B) - Summary
Filed for the January 1, 2015 through June 30, 2015 Period
Name of Successor Agency: Petaluma
Name of County: Sonoma
Current Period Requested Funding for Outstanding Debt or Obligation
Enforceable Obligations Funded with Non -Redevelopment Property Tax Trust Fund (RPTTF) Funding
A Sources (B+C+D):
B Bond Proceeds Funding (ROPS Detail)
C Reserve Balance Funding (ROPS Detail)
D Other Funding (ROPS Detail)
E Enforceable Obligations Funded with RPTTF Funding (F+G):
F Non -Administrative Costs (ROPS Detail)
G Administrative Costs (HOPS Detail)
H Current Period Enforceable Obligations (A+E):
Successor Agency Self -Reported Prior Period Adjustment to Current Period RPTTF Requested Funding
I Enforceable Obligations funded with RPTTF (E):
J Less Prior Period Adjustment (Report of Prior Period Adjustments Column S)
K Adjusted Current Period RPTTF Requested Funding (WJ
County Auditor Controller Reported Prior Period Adjustment to Current Period RPTTF Requested Funding
L Enforceable Obligations funded with RPTTF (E):
M Less Prior Period Adjustment (Report of Prior Period Adjustments Column AA)
N Adjusted Current Period RPTTF Requested Funding (L -M)
Cedlficalion of Oversight Board Chairman: Michael Healy
Pursuant to Section 34177 (m) of the Health and Safety code, I
hereby certify that the above is a true and accurate Recognized Name
Obligation Payment Schedule for the above named agency. fsf
Signature
Six -Month Total
$ 75,000
75,000
$ 4,350,403
4,233,403
125,000
$ 4,433,403
4,358,403
(1,519)
$ 4,356,084
4,358,403
4,358,403
Chairman
Title
Dale
EXHIBIT A
E
Recognized Obligation Payment Schedule CROPS 14-1513) - Report of Cash Balances
(Report Amounts In Whole Dollars)
Pursuant to Ifealth and Safety Code section 34177 (I), Redevelopment Property Tax Trust Fund (RPTTF) may be listed as a source of payment on the ROPS, but only to the extent no other funding source is available
or when payment from property tax revenues is required by an enforceable obligation. For tips on how to complete the Report of Cash Balances Form, see https://rad.dof.ca.aov/rad-
sa/odf/Cash Balance Aeencv Ties Sheet.odf.
A I B C I D I E ( F G I H I
Cash Balance Information by ROPS Period
IROPS 13-14B Actuals (01101114 - 06130114)
1 Beginning Available Cash Balance (Actual 011/01114)
2 Ravenuellneome (Actual 06130114)
RPTTF amounts should tie to the ROPS 13-14B distribution from the
County Auditor -Controller during January 2014
3 Expenditures for ROPS 13-14B Enforceable Obligations (Actual
06130114)
RPTTF amounts, 113 plus 114 should equal total reported actual
expenditures In the Report of PPA, Columns L and Q
4 Retention of Available Cash Balance (Actual 06130114)
RPTTF amount retained should only Include the amounts distributed for
debt service reserve(s) approved In ROPS 13-14B
5 ROPS13-14BRPTTF Prior Period Adjustment
RPTTF amount should lie to the self-reported HOPS 13-14B PPA In the
Report of PPA, Column S
6 Ending Actual Available Cash Balance
C to G=(1+2 -3-4),H=(1+2-3-4-5)
ROPS 14-15A Estimate (07101114 -12131114)
7 Beginning Available Cash Balance (Actual 07101114)
(C, D. E, G=4+6,F=H4+F4+FS, and H=5+6)
0 Revenuelincome jEstimale 12131114)
RPTTF amounts should tie to the HOPS 14-15A distribution from [tie
County Auditor -Controller during June 2014
9 Expenditures for POPS 14-15A Enforceable Obligations (Estimate
12131114)
10 Retention of Available Cash Balance (Estimate 12131114)
RPTTF amount retained should only Include the amount distributed for
debt service reserve(s) approved In HOPS 14-15A
11 Ending Estimated Available Cash Balance (?+8-9.10)
Fund Sources
Bond Proceeds
Reserve Balance
Other
RPTTF
Prior ROPS
Prior HOPS
period balances
RPTTF
Bonds Issued
Bonds Issued
and DDR RPTTF
distributed as
Rent,
Non -Admin
on or before
on or after
balances
reserve for
Grants,
and
12131110
01101/11
retained
future period(s)
Interest, Etc.
Admin
Comments
10,685,001 10,033,082 2,480,769
6,500 3 90,232 4,039,476
$174,606.00 Litigation expenses can be
reimbursed. See Item 40 8 41 on ROPS Detall
1,654,786 174,586 4,084,098
Funds are authorized to be retained In the Non -
Housing DDR
129,500
No entry required
1,519
9,036.7151 10,033,005 I 2,400,769 I - (213,054) (46,141)
9,036,715 10,033,005 2,400;769 - ( (84,354) (44,622)
1,000 4
8,836,001 I 1,864,817
201,794 10,033,059 2,400,769 - I (84,354)1 (1,909,439)
C
A D C ❑ E F
lard N
Pmlod Nmna10eL1 OLllpallap I 01019n11on Tyne
21TAB-2003A Tax Allacanon Bonds
91TAH4005A Tax All ocalmn Bands
41TAB-2007A Tax Aliocnlion Bonds
I51 TAB 2011 Tax Allosallon Bonds
- BPM-13.guldory AgmameIll
Declaimed -
I71PM-Fla ncial Admmislmllon
L-,_ _ -dIPM Coll Ir Pfalcal Mpnogamolil'
Recognized Obligation Payment Schedule (BOPS 14-150) - ROPS Dalai[
January 1, 2015 through Juno 30, 2015
(Rupr1 Arsenals In Whelp Dollars)
Conlrac6Apmement ContlacUAgfeemenl
F.xsrtllon Dale Temdnnllon Dole Pnyea
G 11 I I J If L_ I M
Funding Saures
Non-Redevelapnlonl Pmprly Tax Tlu.a Fund
(Nod-RPTTF)
Total mA5lvnding Reserve
Dee.,10cn/Pmlect Scoaa Prated Also ❑ la or OLlipnllon Retired Bond Proceeds Balance Other Foods
1$ 134.249.409 1 E -$ - I S 75,01
p
RPTTF I
Non-AdminI Annuls I Slx-Month Total
4,233,403 5 125,000 $ 4,433,403
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Recognized Obligation Payment Schedule (ROPS 14-156) - ROPS Detail
January 1, 2015 through June 30, 2015
Despoil Amount In Wlmle Dallas)
G
IE
I 501
511
521
531
541
551
1 Sol
571
591
u0
D
1 611
1 521
1 DOI
1 641
1 051
1 661
1 671
1 Cal
1 691
1 701
1 711
2
73
741
751
701
771
701
C 751
601
I all
I 021
1 031
J I R_-1 L I M N I--
Fibroma Source
Hon Redevelopment Properly Tax Trust Fund
fNvn-RPTTFI RPTTF
Tula[ Oelslendin9 Reserve
Debt or ObIC,d:on Retired Bend Nearctic Capture 011mr Funds INn-Admin
N I
NrTIT
N I
2S.00a N
105,9731 N
130.71]1 N
300,0001 N
N
it
I N
N
N
IJ
N
N
14
N
I IJ I I
I N I 1
IN I
1 N I I
I N
I N
N
N
I N I
105,0
75,00D1
0 — Is
Admin I Six -Month Total
126,90D 125,0001
195,9731
116,7131
75,OD01
0
Cru lmcUAmeomonl CanlmcUAmcomcnt
Came Prof..[ Name I Dabt Obligation
06116ation Type
Execution pale
Termination Data
Pmyee
peacdpthmairalect Scope
Pm)acl Area
I 35 MISLsOal Services-Oymelgbl
Cools
7/11/2912
6/30/2013
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(Admin
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Costs
1/112014
6/30/2014
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PCOC Marcetl
(Admin
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Loans
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City of Polaluma
Flow loan 10 Coyer expenses
Merged
431
AOvr627/11
I
(Crib
IPCDC
I 501
511
521
531
541
551
1 Sol
571
591
u0
D
1 611
1 521
1 DOI
1 641
1 051
1 661
1 671
1 Cal
1 691
1 701
1 711
2
73
741
751
701
771
701
C 751
601
I all
I 021
1 031
J I R_-1 L I M N I--
Fibroma Source
Hon Redevelopment Properly Tax Trust Fund
fNvn-RPTTFI RPTTF
Tula[ Oelslendin9 Reserve
Debt or ObIC,d:on Retired Bend Nearctic Capture 011mr Funds INn-Admin
N I
NrTIT
N I
2S.00a N
105,9731 N
130.71]1 N
300,0001 N
N
it
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N
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IJ
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105,0
75,00D1
0 — Is
Admin I Six -Month Total
126,90D 125,0001
195,9731
116,7131
75,OD01
0
Recognized Obligation Payment Schedule (ROPS 14-150) - Report of Prior Purled Adjustments
Reported lel the HOPS 13-14B (January 1, 21H4111m igh Juno 30, 2014) Podod Pommel to Health and Safely Code (HSC) seellon 94186 (o)
(Report Amounts In Whole Dollars)
nOP51a44n Succesaar Apaney (SA) SalAeep.rted Pd., Pad.d Ad)b.lmanla Dina): Par .vanl In HSC Se.11on.14188 (a), EAa are mquyed Imaped the dllmencas BeNrcenlLeV"dual awIMNOlundnU and 004 vdmi mpondlmvv for Na ROPS 13 -MB (January 0rou9h Jun. 2014),dad. Tim ampbnt 91 Hedevelvpmmll Ph,Pady Tux Tmal Fund (RPT7F) approved Ivrlba
IIOPS 14 -ILII (Jdm,arylluouph Juno 2016) pidevlw01 be .11.01,03 a Ra'. aeff arI ed ROPB 13448 Pt.r Iamed.dlealernl IISC EedI.n04106(n) aLv spetl9es lM1al llle pdarpvMd ad)uzlmenlz call annual by 5p mo augeq to abut by lLa cnunly mltlanrmnaWm (CAC) and pin Stolo ConlmMc
A SC I O I E I F I O II I J H L M I N I O P O n 5
Non-HP]TF Expenditures RPTTF Expenditures
Pro)aat No Me 1 Debt
Item d Obll'.0in
I
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z I TAB-200]ATa[Nlo.allon 1
318 ands M A Tn. Nlwalbn
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(Anna man)
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IB HSGRbarit A.dvler. 1
14 H60.Tmnslumwi Houde, I
I 161 HBGTmmNrvlui Houelnp 1
1 OII..as
vhn gl.lamry 1
I17 Ifla-Old Redvmvd Hwy
ID CIP-Old Maranon HW
Ildruch... a I
n T. Cmmad.r r Ave Curr I
20 1 CIP4EIni.r A"o Cmcc
Tmvn Coineclor
21 CIP-Rowel Ava Clnao-
Tom COmmdw 1
22 CIP Pal hema Rlvm Troll 1
2J CIP Polpluma Hl"cr T.: 1
24 ICIPP.lulum.mvm Tan 1
25 CIP-Earl Wadingled
Ilme,dlpnnv 1
29 CIP-Enol WorlanObn
lardmnp.
27 CIP-[ndwnddndi.
Inaction., I
28 CIP-51a11.n Amt Master
Plan
20 CIP-Undnomima Tana j
IRemNIa9d0
90 CIP-M.M.M.Pm2mm I
31 MIBOOI9ru Equipment
..c. I
321 MIROLe lS rdicas 1
333 MISC-CMMT Laara 1
341 MI6OIcallpuve Lcran i
35 Ovl�nightB Bond I
35 MISC.00F Dr. DI00ece.
Sec. I
OOml Procdada near. 0.1ann I Olberrunda
Ambddmd A.bm1 Aulmdcea Actual I Authorized
$ 1,940,BW E 1,554.780 $ . 5 -Is
6M.00i0
1,35.."99
(
besides
I
1,000,190
I
I
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AvaIN41e
up 7F
mlibuior l.3.thcr
inellable ov dl
9111114)
9,329,047 s
440.224 1
U57.212 I
1.14].]20
1.794,]33
1.339,5591
I
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NamAamin
AVAIlebla
and Admin PPA
RPI IF
RRlarem.
)lel Lescerof
(ROPB11140
it IS B ion Daub.
Aul9odmd 1
dLbibuled..11.1111,
ILe tllllemncv h
Avallablo
Anml
rmdl
]DUAN IS
5.992W1
5 91015
29S.7751
2911.773
21
I.0WIT00 1
I.W]juar
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075.6601
015.555
51
024,7001
074,104
0021
954.300 1
-I
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SACommanle
9
AVAIlebla
and Admin PPA
RPI IF
Incident Brad be
(ROPB11140
Sequined RPNF)
dLbibuled..11.1111,
thri Lawa,al
."liable in al
Aulbodeeal
AMIncUrd
9Blllq
Mailable
125,.00 $ 149,199 $
I
I
125,9E-0 $
SACommanle
9
Nd1 SA Norrluba n
and Admin PPA
Incident Brad be
CHAD[ HOPS 14.150
Sequined RPNF)
011loran..
tan:ramal
lural
eed.
11bri;:' llI
talaidlll ran,. 1.
Nalelllel.m.
Adel
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121.89] 3 95J
I f 1,GI9I
71
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I BI
I I
SACommanle
9
R ... Behalf Obligation Payment Schedule (BOPS 14-169) - Report of Prior Period Adjustments
Reported for is HOPS 13448 (January 1, 2014 through June 90, 2014) Period Pursuant to Health and Solely Code (HSC) section 94106 (R)
(Hoped Ameunls In Whole Dollars)
HOPS 19.149 Su cc Oda or AaOncy is A) Sol kap adad Pdnr Pail ad Adius[mena (PPA): Pointed 1. IISO 6e once Men (a), am me regtdlolt in Iepm1 the influenced WIvoo n Ne. achod d eillim). famed and ran .deal an."Amro for Ola ROPS 13-1413 (January uvoupb June 2014) paned. in. amount orRodov.lopmdnl Pmpedy Tax Tmsl Food (RPM).Hem nd for In.
IHOPS I4-OB(Amm,Denied.Joe. 20nd cede vd9l Lel Floor by lOhe SMO delM1repnteed HOPS3-14aF.]or pend nllusttment. HSC Saugus34MG to) also specified gml�gm piper pencil adIm 4010 cif Irmeed by SAO amLhurt lie mid by the munly audJm-conhoWr(CAC) and the 61.1. C.Ournir.
M 1 14 1 O P ' q R 6
1 NO.HPUF Ermemilum0 RPTTF E. umnlilured
Head Proceeds
Project us..I Debt
I
RPTTF
Ile. N Obligation
Au emltotl
Actual
dlse0mled l.I1 other
$ 1,050,000 1 $
1.0'+4.190 i
311 MISC-Petaluma Means
I -I
1
90IDv0.C.Pment ovJ5110
$ 3.002.017 $
I -I
90 AOM-NlmNlsenllvo
Imy.m.
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Reserve Defend. DO., Fund.
Muddied Actual Aulemla.d Aeluel
Non -Admin
Avollnhla
RPTTF
(HOPS 13-140
dlse0mled l.I1 other
Nal Lnaearal
muzon"e as al
AulbodmlI
Au11.da.d 0111114)
Availal.I.
9.062.017 $ 6p16.M1
$ 3.002.017 $
Avaii.1lo
RPTTF
(HOPS 13-140
dlsaNuled r o9 plan,
ava0.bl. as of
Aulemlzad 0111114)
125,000 $ 140,100 a
Admin
Net L..der ei
Aulho lm l I
AvallaLla
125,000 $
1
1
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1
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Rat SA Non-0dmm
one Mind. PPA
(Amount Used to
Cels. HOPS 14469
Requested RPTTF)
Difference
(if 1.1.1 ..fee
soils Intel
dwindled, oro
Intal Cllnerenc. la
Actual I is.)
124,091 I $ Dw $
I 1
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SA Comments
IN
Recognized Obligation Payment Schedule (ROPS 14-15B) - Notes
January 1, 2015 through June 30, 2015
_Item 8 Notes/Comments
Pursuant to Section 34171(b) and 34171(d) (1) (F), litigation expenses related to assets and obligations are enforceable obligations eligible to be Included on the
40 ROPS.
Pursuant to Section 34171(b) and 34171(d) (1) (F), litigation expenses related to assets and obligations are enforceable obligations eligible to be included on the
41 ROPS.
)1
Exhibit B
PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY
Administrative Budget FY 2014-2015
ROPS 14-15 A & B
Wages and Benefits
Professional Service/Audit
Utilities/Maintenance/Repairs
Legal Services
Office Supplies
Cell Phone
Office Rent
Bank/Trustee fees/Financial oversight
FY 14-15A
FY 14-15B Total for Year
$ 95,290
$ 95,290
10,000
10,000
2,000
2,000
5,000
5,000
250
250
460
460
3,000
3,000
9,000
9,000
$ 125,000
$ 125,000 $ 250,000
12
ATTACHMENT 2
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PETALUMA
AUTHORIZING THE PROVISION OF A LOAN TO THE PETALUMA COMMUNITY
DEVELOPMENT SUCCESSOR AGENCY
WHEREAS, Health and Safety Code Section 34173(h) authorizes the city that formed a
redevelopment agency to loan funds to the successor agency to the dissolved redevelopment
agency for administrative costs, enforceable obligations, and project -related expenses, provided
that the use of such funds is reflected on the successor agency's Recognized Obligation Payment
Schedule (RODS), and if applicable, its administrative budget, subject to the review and approval
of the successor agency's oversight board and the Department of Finance; and
WHEREAS, Health and Safety Code Section 34173(h) Further provides that an
enforceable obligation shall be deemed to be created for the repayment of such loans; and
WHEREAS, the Petaluma Commmnity Development Successor Agency (the "Successor
Agency") has incurred litigation expenses related to Successor Agency assets and obligations:
and
WHEREAS, health and Safety Code Section 34171(d)(1)(F) provides that contracts or
agreements concerning litigation expenses related to assets or obligations are enforceable
obligations; and
WHEREAS, Successor Agency staff anticipate that the Successor Agency may
experience occasional cash flow shortages.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Petaluma
as follows:
1. The City Council hereby finds that the facts set forth in the recitals to this
Resolution are true and correct, and establish the factual basis for the City Council's adoption of
this Resolution.
2. Subject to approval by the Successor Agency's oversight board and the
Department of Finance, the City Council hereby approves the provision of a revolving loan (the
"Loan") to the Successor Agency in an amount up to a maximum of Three Hundred Thousand
Dollars ($300,000), in accordance with the following terms: (i) interest will accrue on the
principal balance outstanding from time to time at the Local Agency Investment Fund rate for
the Pooled Money Investment Account ("LAIF Rate") as posted on the State Treasurer's website
in effect from time to time immediately prior to the dale on which a payment is due; (ii) the Loan
will be repayable by the Successor Agency semi-annually from RPTTF funds over a period of up
13
to live (5) years, provided however, payments may be deferred and the Loan term shall be
extended accordingly if insufficient RPTTP funds are available to pay all Successor Agency
enforceable obligations and the Successor Agency's administrative allowance payable during
any particular six-month period; (iii) the proceeds of the Loan shall be used to pay for Successor
Agency administrative expense, litigation expenses and other enrorceable obligations; and (iv)
the receipt and use of the proceeds of the Loan shall be reflected on the Successor Agency's
Recognized Obligation Payment Schedule and shall be subject to approval by the Successor
Agency's Oversight Board.
3. The City Council hereby authorizes and directs the City Manager and his
designees to execute such instruments and to tale such actions as necessary to effectuate the
intent of this Resolution, including without limitation the preparation and execution of a loan
agreement consistent with the terms or this Resolution.
14
EXHIBIT A
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement') is entered into effective as of
, 2014 ("Effective Date") by and between the Petaluma
Community Development Successor Agency (the "Successor Agency") and the City of
Petaluma, a municipal corporation (the "City").
RECITALS
WHEREAS, pursuant to Resolution No. 2012-03 adopted by the Petaluma City
Council, the City of Petaluma agreed to serve as the successor to the Petaluma
Community Development Commission ("Redevelopment Agency') commencing upon
dissolution of the Redevelopment Agency on February 1, 2012 pursuant to Assembly
Bill x1 26 ("AB 26");
WHEREAS, pursuant to Resolution No. 2012-118 N.C.S., adopted by the
Petaluma City Council on August 6, 2012, the City Council established the Successor
Agency as an independent public entity pursuant to Health and Safety Code Section
34173(g);
WHEREAS, pursuant to Health and Safety Code Section 34173(h), the City is
authorized to loan funds to the Successor Agency for administrative expenses,
enforceable obligations and project -related expenses, provided that the use of such
funds is approved by the Oversight Board established for the Successor Agency
("Oversight Board") and reflected on the Recognized Obligation Payment Schedule
("ROPS");
WHEREAS, Health and Safety Code Section 34173(h) further provides that an
enforceable obligation shall be deemed to be created for the repayment of such loans;
WHEREAS, the Successor Agency has incurred litigation expenses related to
Successor Agency assets and obligations;
WHEREAS, Health and Safety Code Section 34171(d)(1)(F) provides that
contracts or agreements concerning litigation expenses related to assets or obligations
are enforceable obligations;
15
WHEREAS, Successor Agency staff anticipate that the Successor Agency may
experience occasional cash flow shortages; and
WHEREAS, subject to approval by the Oversight Board to the Successor Agency
(the "Oversight Board"), the City Council of the City of Petaluma has authorized the
provision of a loan to the Successor Agency on the terms and conditions set forth in this
Resolution, and the Governing Board of the Successor Agency has authorized the
acceptance of such loan;
WHEREAS, absent the provision of the loan described in this Agreement (the
"Loan"), the Successor Agency will have insufficient funds to timely pay litigation
expenses and other payments due for enforceable obligations; and
WHEREAS, by Resolution adopted on , 20_, the Oversight Board
approved the Successor Agency's acceptance of the Loan and the listing of the Loan
and the use of the Loan proceeds on the Successor Agency's ROPS.
NOW, THEREFORE, the Successor Agency and the City agree as follows:
1. Loan. The City agrees to loan to the Successor Agency, and the
Successor Agency agrees to borrow from and repay to City the sum of up to Three
Hundred Thousand Dollars ($300,000) (the "Loan") upon the terms and conditions and
for the purposes set forth in this Agreement. The Loan shall be evidenced by a
promissory note (the "Note") which shall be dated as of the Effective Date and executed
by the Successor Agency substantially in the form attached hereto as Exhibit A. The
Loan shall operate as a revolving fund. The maximum principal amount that may be
outstanding at any time is Three Hundred Thousand Dollars ($300,000).
2. Interest Rate; Maturitv Date: Preoavment. Interest shall accrue on the
outstanding principal balance of the Loan at a rate equal to the Local Agency Investment
Fund Average Annual Yield for the Pooled Money Investment Account ("LAIF RATE")
applicable to the fiscal year in which each payment is due, as posted on the State
Treasurer's website (http://www.treasurer.ca.gov/poria-fail`/Historical/grtly_appor_rates.pdf),
commencing upon the date of disbursement of the Loan proceeds and continuing until the
Note is paid in full. Interest shall be calculated on the basis of a year of 365 days and
charged for the actual number of days elapsed. Payments shall be due on a semi-
annual basis on each January 15 and June 15 during the term of the Loan. The entire
outstanding principal balance of the Loan together with interest accrued thereon and all
other sums due under the Note shall be payable in one lump sum on the fifth (5'h)
anniversary of the Effective Date (the "Maturity Date") unless the parties agree to
16
extend such date. The Successor Agency may prepay the Loan in whole or in part at
any time without penalty or premium. Partial prepayments shall be applied first to
accrued interest and then to principal.
3. Subordination. Notwithstanding any contrary provision hereof, the Parties
agree that the Successor Agency's obligation to repay the Loan shall be subordinate to
the pledge of tax increment revenue for the payment of debt service on tax allocation
bonds or other indebtedness issued by the Redevelopment Agency prior to the Effective
Date.
4. Use of Loan Proceeds. The Loan proceeds shall be used solely to cover
Successor Agency cash flow shortages and Successor Agency expenses for litigation
and other enforceable obligations. Use of the Loan proceeds shall be listed on the
Successor Agency's Recognized Obligation Payment Schedule.
5 Parties Not Co -Venturers. Nothing in this Agreement is intended to or
shall establish the Parties as partners, co -venturers, or principal and agent with one
another.
6. Amendments. No amendment to or modification of this Agreement shall
be effective unless and until such amendment or modification is in writing, properly
approved in accordance with applicable procedures, and executed by the Parties.
7. Non -Liability of Officials, Emplovees and Agents. No member, official,
employee or agent of the Successor Agency shall be personally liable to City in the
event of any default or breach by the Successor Agency, or for any amount of money
which may become due to City, or for any obligation of Successor Agency under this
Agreement.
8. No Third Partv Beneficiaries. There shall be no third party beneficiaries to
this Agreement.
9. Captions. The headings of the sections and paragraphs of this Agreement
have been inserted for convenience only and shall not be used to construe this
Agreement.
10. Governinq Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of California.
11. Severabilitv. If any term of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall
continue in full force and effect unless the rights and obligations of the Parties are
materially altered or abridged by such invalidation, voiding or unenforceability.
17
12. Entire Aqreement. This Agreement, together with the Note contains the
entire agreement between the Parties with respect to the subject matter hereof, and
supersedes all prior oral or written agreements between the Parties with respect
thereto.
SIGNATURES ON FOLLOWING PAGE.
18
IN WITNESS WHEREOF, the Parties have executed this Loan Agreement as of
the date first written above.
PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY
By:
Executive Director
Attest:
Successor Agency Secretary
Approved as to form:
Successor Agency Counsel
CITY OF PETALUMA
By:
City Manager
Attest:
City Clerk
Approved as to form:
City Attorney
19
Exhibit A OF LOAN AGREEMENT
PROMISSORY NOTE
$300,000 Petaluma, California 12014
FOR VALUE RECEIVED, the Petaluma Community Development Successor
Agency (the "Successor Agency") promises to pay to the City of Petaluma, a municipal
corporation (the "City") in lawful money of the United States of America, the principal
sum of Three Hundred Thousand Dollars ($300,000) or so much thereof as may be
advanced by City from time to time pursuant to the Loan Agreement referred to below,
in the manner provided below, together with interest on the outstanding principal
balance in accordance with the terms and conditions described herein. Interest shall
accrue on the outstanding principal balance at a rate equal to the Local Agency
Investment Fund Average Annual Yield for the Pooled Money Investment Account ("LAIF
RATE") applicable to the fiscal year in which each payment is due, as posted on the State
Treasurer's website (littp://www.treasurer.ca.gov/pmia-laif`historical/grtly_appor_rates.pdf),
commencing upon the date of disbursement thereof. Interest shall be calculated on the
basis of a year of 365 days and charged for the actual number of days elapsed.
This Promissory Note (this "Note") has been executed and delivered pursuant to
and in accordance with that certain Loan Agreement dated as of 2014,
by and between Successor Agency and City (the "Loan Agreement"), and is subject to
the terms and conditions of the Loan Agreement which is by this reference incorporated
herein and made a part hereof. Capitalized terms used but not defined herein shall
have the meaning ascribed to such terms in the Loan Agreement.
1. PAYMENTS
1.1 MATURITY DATE. Payments shall be due on a semi-annual basis on each
January 15 and June 15 during the term of the Loan. The entire principal balance
outstanding under this Note, together with interest accrued thereon and any other sums
accrued hereunder, shall be due and payable in one lump sum on the date (the
"Maturity Date") which is the fifth (5th) anniversary of the date of this Note.
1.2 PREPAYMENT. Successor Agency may, without premium or penalty, at
any time and from time to time, prepay all or any portion of the outstanding principal
balance due under this Note provided that each such prepayment is accompanied by
accrued interest on the amount of principal prepaid calculated to the date of such
prepayment. Prepayments shall be applied first to any unpaid late charges and other
costs and fees then due, then to accrued but unpaid interest, and then to principal.
20
1.3 MANNER OF PAYMENT. All payments of principal and interest on this
Note shall be made to City at 11 English Street, Petaluma, California or such other
place as City shall designate to Successor Agency in writing, or by wire transfer of
immediately available funds to an account designated by City in writing.
1.4 SUBORDINATION. Notwithstanding any contrary provision hereof,
Successor Agency's obligation to repay the Loan shall be subordinate to the pledge of
tax increment revenue for the payment of debt service on tax allocation bonds or other
indebtedness issued by the Redevelopment Agency prior to the Effective Date.
2. DEFAULTS AND REMEDIES.
2.1 EVENTS OF DEFAULT. The occurrence of any one or more of the
following events shall constitute an event of default hereunder ("Event of Default"):
(a) Successor Agency fails to pay when due the principal and
interest payable hereunder and such failure continues for ten (10) days after City
notifies Successor Agency thereof in writing.
(b) Successor Agency breaches any other provision of this Note or
the Loan Agreement and does not cure such breach within thirty (30) days
following written notice from City.
2.2 REMEDIES. The rights and remedies of City under this Note shall be
cumulative and not alternative. Upon the occurrence of an Event of Default hereunder,
City may, at its option: (i) by written notice to Successor Agency declare the entire
unpaid principal balance of this Note, together with all accrued interest thereon and all
sums due hereunder, immediately due and payable regardless of any prior forbearance,
(ii) exercise any and all rights and remedies available to it under law or equity, and (iii)
exercise any and all rights and remedies available to City pursuant to the Loan
Agreement.
MISCELLANEOUS
3.1 WAIVER: AMENDMENT. No waiver by City of any right or remedy under
this Note shall be effective unless in writing signed by City. Neither the failure nor any
delay in exercising any right, power or privilege under this Note will operate as a waiver
of such right, power or privilege, and no single or partial exercise of any such right,
power or privilege by City will preclude any other or further exercise of such right, power
or privilege or the exercise of any other right, power or privilege. There shall be no
amendment to or modification of this Note except by written instrument executed by
Successor Agency and City.
3.2 SEVERABILITY. If any provision in this Note is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of this Note
will remain in full force and effect. Any provision of this Note held invalid or
21
unenforceable only in part or degree will remain in full force and effect to the extent not
held invalid or unenforceable.
3.4 GOVERNING LAW: VENUE. This Note shall be construed and enforced
in accordance with the laws of the State of California.
3.5 SECTION HEADINGS, CONSTRUCTION. The headings of Sections in
this Note are provided for convenience only and will not affect its construction or
interpretation.
3.6 RELATIONSHIP OF THE PARTIES. The relationship of Successor
Agency and City under this Note is solely that of borrower and lender, and the loan
evidenced by this Note will in no manner make Successor Agency the partner or joint
venturer of City.
IN WITNESS WHEREOF, Successor Agency has executed and delivered this
Note as of the date first written above.
6iQ4KK:M11*]:L[ej :11 ► Ewa
PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY
Attest:
Executive Director
Successor Agency Secretary
Approved as to form:
Successor Agency Counsel
ATTACHMENT 3
RESOLUTION NO.
RESOLUTION OF THE GOVERNING BOARD OF THE PETALUMA COMMUNITY
DEVELOPMENT SUCCESSOR AGENCY AUTHORIZING THE ACCEPTANCE OF A
LOAN FROM THE CITY OF PETALUMA
WHEREAS, Health and Safely Code Section 34173(h) authorizes the city that formed a
redevelopment agency to loan funds to the successor agency to the dissolved redevelopment
agency for administrative costs, enforceable obligations, and project -related expenses, provided
that the use of such funds is reflected on the successor agency's Recognized Obligation Payment
Schedule (ROPS), and if applicable, its administrative budget, subject to the review and approval
of the successor agency's oversight board and the Department of Finance; and
WHEREAS, Health and Safety Code Section 34173(h) further provides that an
enforceable obligation shall be deemed to be created for the repayment of such loans; and
WHEREAS, the Petaluma Community Development Successor Agency (the "Successor
Agency") has incurred litigation expenses related to Successor Agency assets and obligations;
and
WHEREAS, Health and Safety Code Section 34171(d)(1)(F) provides that contracts or
agreements concerning litigation expenses related to assets or obligations are enforceable
obligations; and
WHEREAS, Successor Agency staff anticipate that the Successor Agency may
experience occasional cash flow shortages; and
WHEREAS, subject to approval by the Oversight Board to the Successor Agency (the
"Oversight Board"), the City Council of the City of Petaluma has authorized the provision of a
loan to the Successor Agency on the terms and conditions set forth in this Resolution.
NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Petaluma
Community Development Successor Agency as follows:
1. The Successor Agency hereby finds that the facts set forth in the recitals to this
Resolution are true and correct, and establish the factual basis for the Successor
Agency's adoption of this Resolution.
2. Subject to approval by the Oversight Board and the Department of Finance, the
Successor Agency hereby approves the acceptance of a revolving loan (the "Loan")
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from the City of Petaluma in an amount up to a maximum of Three Hundred
Thousand Dollars ($300,000), in accordance with the following terms: (i) interest
will accrue on the principal balance outstanding from time to time at the Local
Agency Investment Fund rate for the Pooled Money Investment Account ("LA1F
Rate") as posted on the State Treasurer's website in effect lirom time to time
immediately prior to the date on which a payment is due; (ii) the Loan will be
repayable by the Successor Agency semi-annually from RPTTF funds over a period
of up to five (5) years, provided however, payments may be deferred and the Loan
term shall be extended accordingly if insufficient RPTTF funds are available to pay
all Successor Agency enforceable obligations and the Successor Agency's
administrative allowance payable during any particular six-month period: (iii) the
proceeds of the Loan shall be used to pay for Successor Agency administrative
expense, litigation expenses and other enforceable obligations; and (iv) the receipt
and use of the proceeds of the Loan shall be reflected on the Successor Agency's
Recognized Obligation Payment Schedule and shall be subject to approval by the
Oversight Board.
3. Subject to approval by the Oversight Board, the Successor Agency Executive
Director and his designees are hereby authorized and directed to execute such
instruments and to take such actions as necessary to effectuate the intent or this
Resolution, including without limitation the execution of a loan agreement and
promissory note consistent with the terms of this Resolution, and the placement of the
loan agreement and uses of the Loan proceeds on the RODS.
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EXHIBIT A
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement') is entered into effective as of
, 2014 ("Effective Date") by and between the Petaluma
Community Development Successor Agency (the "Successor Agency') and the City of
Petaluma, a municipal corporation (the "City").
RECITALS
WHEREAS, pursuant to Resolution No. 2012-03 adopted by the Petaluma City
Council, the City of Petaluma agreed to serve as the successor to the Petaluma
Community Development Commission ("Redevelopment Agency") commencing upon
dissolution of the Redevelopment Agency on February 1, 2012 pursuant to Assembly
Bill x1 26 ("AB 26");
WHEREAS, pursuant to Resolution No. 2012-118 N.C.S., adopted by the
Petaluma City Council on August 6, 2012, the City Council established the Successor
Agency as an independent public entity pursuant to Health and Safety Code Section
34173(g);
WHEREAS, pursuant to Health and Safety Code Section 34173(h), the City is
authorized to loan funds to the Successor Agency for administrative expenses,
enforceable obligations and project -related expenses, provided that the use of such
funds is approved by the Oversight Board established for the Successor Agency
("Oversight Board") and reflected on the Recognized Obligation Payment Schedule
("ROPS");
WHEREAS, Health and Safety Code Section 34173(h) further provides that an
enforceable obligation shall be deemed to be created for the repayment of such loans;
WHEREAS, the Successor Agency has incurred litigation expenses related to
Successor Agency assets and obligations;
WHEREAS, Health and Safety Code Section 34171(d)(1)(F) provides that
contracts or agreements concerning litigation expenses related to assets or obligations
are enforceable obligations;
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WHEREAS, Successor Agency staff anticipate that the Successor Agency may
experience occasional cash flow shortages; and
WHEREAS, subject to approval by the Oversight Board to the Successor Agency
(the "Oversight Board"), the City Council of the City of Petaluma has authorized the
provision of a loan to the Successor Agency on the terms and conditions set forth in this
Resolution, and the Governing Board of the Successor Agency has authorized the
acceptance of such loan;
WHEREAS, absent the provision of the loan described in this Agreement (the
"Loan"), the Successor Agency will have insufficient funds to timely pay litigation
expenses and other payments due for enforceable obligations; and
WHEREAS, by Resolution adopted on , 20_, the Oversight Board
approved the Successor Agency's acceptance of the Loan and the listing of the Loan
and the use of the Loan proceeds on the Successor Agency's ROPS.
NOW, THEREFORE, the Successor Agency and the City agree as follows:
1. Loan. The City agrees to loan to the Successor Agency, and the
Successor Agency agrees to borrow from and repay to City the sum of up to Three
Hundred Thousand Dollars ($300,000) (the "Loan") upon the terms and conditions and
for the purposes set forth in this Agreement. The Loan shall be evidenced by a
promissory note (the "Note") which shall be dated as of the Effective Date and executed
by the Successor Agency substantially in the form attached hereto as Exhibit A. The
Loan shall operate as a revolving fund. The maximum principal amount that may be
outstanding at any time is Three Hundred Thousand Dollars ($300,000).
2. Interest Rate: Maturitv Date: Preoavment. Interest shall accrue on the
outstanding principal balance of the Loan at a rate equal to the Local Agency Investment
Fund Average Annual Yield for the Pooled Money Investment Account ("LAIF RATE")
applicable to the fiscal year in which each payment is due, as posted on the State
Treasurer's website (http://www.treasurer.ca.gov/pmia-lait`historical/grtly_appor_rates.pol),
commencing upon the date of disbursement of the Loan proceeds and continuing until the
Note is paid in full. Interest shall be calculated on the basis of a year of 365 days and
charged for the actual number of days elapsed. Payments shall be due on a semi-
annual basis on each January 15 and June 15 during the term of the Loan. The entire
outstanding principal balance of the Loan together with interest accrued thereon and all
other sums due under the Note shall be payable in one lump sum on the fifth (5th)
anniversary of the Effective Date (the "Maturity Date') unless the parties agree to
extend such date. The Successor Agency may prepay the Loan in whole or in part at
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any time without penalty or premium. Partial prepayments shall be applied first to
accrued interest and then to principal.
3. Subordination. Notwithstanding any contrary provision hereof, the Parties
agree that the Successor Agency's obligation to repay the Loan shall be subordinate to
the pledge of tax increment revenue for the payment of debt service on tax allocation
bonds or other indebtedness issued by the Redevelopment Agency prior to the Effective
Date.
4. Use of Loan Proceeds. The Loan proceeds shall be used solely to cover
Successor Agency cash flow shortages and Successor Agency expenses for litigation
and other enforceable obligations. Use of the Loan proceeds shall be listed on the
Successor Agency's Recognized Obligation Payment Schedule.
5 Parties Not Co -Venturers. Nothing in this Agreement is intended to or
shall establish the Parties as partners, co -venturers, or principal and agent with one
another.
6. Amendments. No amendment to or modification of this Agreement shall
be effective unless and until such amendment or modification is in writing, properly
approved in accordance with applicable procedures, and executed by the Parties.
7. Non -Liability of Officials, Emplovees and Aoents. No member, official,
employee or agent of the Successor Agency shall be personally liable to City in the
event of any default or breach by the Successor Agency, or for any amount of money
which may become due to City, or for any obligation of Successor Agency under this
Agreement.
8. No Third Partv Beneficiaries. There shall be no third party beneficiaries to
this Agreement.
9. Captions. The headings of the sections and paragraphs of this Agreement
have been inserted for convenience only and shall not be used to construe this
Agreement.
10. Governinq Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of California.
11. Severabilitv. If any term of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall
continue in full force and effect unless the rights and obligations of the Parties are
materially altered or abridged by such invalidation, voiding or unenforceability.
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12. Entire Agreement. This Agreement, together with the Note contains the
entire agreement between the Parties with respect to the subject matter hereof, and
supersedes all prior oral or written agreements between the Parties with respect
thereto.
SIGNATURES ON FOLLOWING PAGE.
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IN WITNESS WHEREOF, the Parties have executed this Loan Agreement as of
the date first written above.
PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY
By:
Executive Director
Attest:
Successor Agency Secretary
Approved as to form:
Successor Agency Counsel
CITY OF PETALUMA
By:
City Manager
Attest:
City Clerk
Approved as to form:
City Attorney
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PROMISSORY NOTE
$300,000 Petaluma, California 12014
FOR VALUE RECEIVED, the Petaluma Community Development Successor
Agency (the "Successor Agency") promises to pay to the City of Petaluma, a municipal
corporation (the "City") in lawful money of the United States of America, the principal
sum of Three Hundred Thousand Dollars ($300,000) or so much thereof as may be
advanced by City from time to time pursuant to the Loan Agreement referred to below,
in the manner provided below, together with interest on the outstanding principal
balance in accordance with the terms and conditions described herein. Interest shall
accrue on the outstanding principal balance at a rate equal to the Local Agency
Investment Fund Average Annual Yield for the Pooled Money Investment Account ("LAIF
RATE") applicable to the fiscal year in which each payment is due, as posted on the State
Treasurer's website (littp:Hwww.treasurer.ca.gov/poria-laic`historical/grtly_appor_rates.pol),
commencing upon the date of disbursement thereof. Interest shall be calculated on the
basis of a year of 365 days and charged for the actual number of days elapsed.
This Promissory Note (this "Note") has been executed and delivered pursuant to
and in accordance with that certain Loan Agreement dated as of 12014,
by and between Successor Agency and City (the "Loan Agreement"), and is subject to
the terms and conditions of the Loan Agreement which is by this reference incorporated
herein and made a part hereof. Capitalized terms used but not defined herein shall
have the meaning ascribed to such terms in the Loan Agreement.
1. PAYMENTS
1.1 MATURITY DATE. Payments shall be due on a semi-annual basis on each
January 15 and June 15 during the term of the Loan. The entire principal balance
outstanding under this Note, together with interest accrued thereon and any other sums
accrued hereunder, shall be due and payable in one lump sum on the date (the
"Maturity Date") which is the fifth (5th) anniversary of the date of this Note.
1.2 PREPAYMENT. Successor Agency may, without premium or penalty, at
any time and from time to time, prepay all or any portion of the outstanding principal
balance due under this Note provided that each such prepayment is accompanied by
accrued interest on the amount of principal prepaid calculated to the date of such
prepayment. Prepayments shall be applied first to any unpaid late charges and other
costs and fees then due, then to accrued but unpaid interest, and then to principal.
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1.3 MANNER OF PAYMENT. All payments of principal and interest on this
Note shall be made to City at 11 English Street, Petaluma, California or such other
place as City shall designate to Successor Agency in writing, or by wire transfer of
immediately available funds to an account designated by City in writing.
1.4 SUBORDINATION. Notwithstanding any contrary provision hereof,
Successor Agency's obligation to repay the Loan shall be subordinate to the pledge of
tax increment revenue for the payment of debt service on tax allocation bonds or other
indebtedness issued by the Redevelopment Agency prior to the Effective Date.
2. DEFAULTS AND REMEDIES
2.1 EVENTS OF DEFAULT. The occurrence of any one or more of the
following events shall constitute an event of default hereunder ("Event of Default"):
(a) Successor Agency fails to pay when due the principal and
interest payable hereunder and such failure continues for ten (10)
days after City notifies Successor Agency thereof in writing.
(b) Successor Agency breaches any other provision of this Note or
the Loan Agreement and does not cure such breach within thrity
(30) days following written notice from City.
2.2 REMEDIES. The rights and remedies of City under this Note shall be
cumulative and not alternative. Upon the occurrence of an Event of Default hereunder,
City may, at its option: (i) by written notice to Successor Agency declare the entire
unpaid principal balance of this Note, together with all accrued interest thereon and all
sums due hereunder, immediately due and payable regardless of any prior forbearance,
(ii) exercise any and all rights and remedies available to it under lay or equity, and (iii)
exercise any and all rights and remedies available to City pursuant to the Loan
Agreement.
3. MISCELLANEOUS
3.1 WAIVER: AMENDMENT. No waiver by City of any right or remedy under
this Note shall be effective unless in writing signed by City. Neither the failure nor any
delay in exercising any right, power or privilege under this Note will operate as a waiver
of such right, power or privilege, and no single or partial exercise of any such right,
power or privilege by City will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege. There shall be
no amendment to or modification of this Note except by written instrument executed by
Successor Agency and City.
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3.2 SEVERABILITY. If any provision in this Note is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of this Note
will remain in full force and effect. Any provision of this Note held invalid or
unenforceable only in part or degree will remain in full force and effect to the extent not
held invalid or unenforceable.
3.3 GOVERNING LAW: VENUE. This Note shall be construed and enforced
in accordance with the laws of the State of California.
3.4 SECTION HEADINGS. CONSTRUCTION. The headings of Sections in
this Note are provided for convenience only and will not affect its construction or
interpretation.
3.5 RELATIONSHIP OF THE PARTIES. The relationship of Successor
Agency and City under this Note is solely that of borrower and lender, and the loan
evidenced by this Note will in no manner make Successor Agency the partner or joint
venturer of City.
IN WITNESS WHEREOF, Successor Agency has executed and delivered this
Note as of the date first written above.
SUCCESSOR AGENCY:
PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY
la
Attest:
Executive Director
Successor Agency Secretary
Approved as to form:
Successor Agency Counsel
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