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HomeMy WebLinkAboutOSB Agenda Packet 09/24/2014SUCCESSOR AGENCY Wednesday, September 24, 2014 9:00 A.M. Petaluma City Ball: Council Chambers 11 English Street, Petaluma, CA 94952 (707) 778-4549 / Fax (707) 778-4586 1. ROLL CALL: Grant Davis; Scott Duiven; Mike 1-lealy; Steve Herrington; Kate Jolley; David Rabbitt; John Scharer 2. APPROVAL OF MINUTES: A. Approval of Minutes of the Regular Meeting of the Oversight Board to the Successor Agency of the Former Petaluma Community Development Commission of Wednesday, February 19, 2014. 3. PUBLIC COMMENT: The Board will hear public comments only on matters over which it has jurisdiction. There will be no Board discussion or action. The Chair will allot no more than three minutes to any individual. If more than three persons wish to speak, their time will be allotted so that the total amount of time allocated to this agenda item will be 15 minutes. 4. APPROVAL OF SUCCESSOR AGENCY BUDGET AND RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR THE PERIOD JANUARY 1 — JUNE 30, 2015 (ROPS 14-15B) AND A CASH FLOW LOAN FROM THE CITY OF PETALUMA TO THE SUCESSOR AGENCY: A. Adopt a resolution approving the ROPS 14-15B and the Successor Agency administrative budget. (Alverde/CasteIIUCCI) Page 1 B. Adopt a resolution authorizing the acceptance of a loan from the City of Petaluma (Alverde/Castel]LICei) 5. STAFF UPDATES 6. ADJOURNMENT For accessible meeting information, please call (707) 778-4360 or EE, TDD (707) 778-4480 In accordance with the Americans with Disabilities Act, if you require special assistance to participate in this meeting, please contact the City Clerk's Office at (707) 778-4360 (voice) or (707) 778-4480 (TDD). Translators, American Sign Language interpreters, and/or assistive listening devices for individuals with hearing disabilities will be available upon request. A minimum of 48 hours is needed to ensure the availability of translation services. In consideration of those with multiple chemical sensitivities or other environmental illness, it is requested that you refrain from wearing scented products. The City Clerk hereby certifies that this agenda has been posted in accordance with the requirements of the Government Code. Please Note: In accordance with Government Code §54957.5, any materials of public record relating to an agenda item for a regular meeting of the Petaluma Oversight Board that are provided to a majority of the members less than 72 hours before the meeting will be made available at the City Clerk's Office, I I English Street, during normal business hours. Materials of public record that are distributed during the meeting shall be made available for public inspection at the meeting if prepared by the City or a member of its legislative/advisory body, or the next business day after the meeting Tprepared by some other person. Page 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 April 30, 2014 Petaluma, California OVERSIGHT BOARD TO THE PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY Draft Minutes Wednesday, April 30, 2014 Regular Meeting CALL TO ORDER - 9:00 A.M. 1. ROLL CALL Present: Scott Duiven; Mike Healy; Steve Herrington; David Rabbitt; John Scharer Absent: Grant Davis; Kate Jolley 2. APPROVAL OF MINUTES Vol. X, Page 1 A. Approval of Minutes of the Regular Meeting of the Oversight Board to the Petaluma Community Development Successor Agency of Wednesday, February 19, 2014. MOTION: Approve A. Minutes of the Regular Meeting of the Oversight Board to the Petaluma Community Development Successor Agency of Wednesday, February 19, 2014, as presented. Moved by John Scharer, with Steve Herrington seconding the motion. Vote: Motion carried 5-0 Yes: Scott Duiven; Mike Healy; Steve Herrington; David Rabbitt; John Scharer No: None Abstain: None Absent: Grant Davis; Kate Jolley 3. PUBLIC COMMENT Mike Healy opened PUBLIC COMMENT. Seeing no persons wishing to speak, Mike Healy closed PUBLIC COMMENT. Vol. X, Page 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 4. 5 April 30, 2014 RETROACTIVE APPROVAL OF PROPERTY TRANSFERS FROM THE FORMER PETALUMA COMMUNITY DEVELOPMENT AGENCY TO THE HOUSING SUCCESSOR AGENCY: A. OSB Resolution 2014-02 Approving the Retroactive Approval of Property Transfers from the former Petaluma Community Development Agency to the Housing Successor Agency. (Alverde/Castellucci) Ingrid Alverde Mike Healy Motion: Approve A. OSB Resolution 2014-02 Approving the Retroactive Approval of Property Transfers from the former Petaluma Community Development Agency to the Housing Successor Agency. Moved by John Scharer, with David Rabbitt seconding the motion. Vote: Motion carried 5-0 Yes: Scott Duiven; Mike Healy; Steve Herrington; David Rabbitt; John Scharer No: None Abstain: None Absent: Grant Davis; Kate Jolley RETROACTIVE APPROVAL OF AN INTERFUND LOAN REPAYMENT FROM THE PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY TO THE CITY OF PETALUMA: A. OSB Resolution 2014-03 Approving the Retroactive Approval of an Interfund Loan Repayment from the Petaluma Community Development Successor Agency to the City of Petaluma. (Alverde/Castellucci) Mike Healy Ingrid Alverde Chair Mike Healy opened Public Comment on Item 5.A. David Solo, President and CEO of Boys and Girls Club of Marin and Southern Sonoma County, emphasized the importance of this loan repayment to the continued operation of the clubs, which serve over 1,000 children, 96% of whom receive free or reduced cost lunch. April 30, 2014 Vol. X, Page 3 1 Seeing no other persons wishing to speak, Chair Mike Healy closed Public 2 Comment on Item S.A. 3 4 Motion: Approve A. OSB Resolution 2014-03 Approving the Retroactive 5 Approval of an Interfund Loan Repayment from the Petaluma 6 Community Development Successor Agency to the City of Petaluma. 7 8 Moved by David Rabbitt, with John Scharer seconding the motion. 9 10 Vote: Motion carried 5-0 11 12 Yes: Scott Duiven; Mike Healy; Steve Herrington; 13 David Rabbitt; John Scharer 14 No: None 15 Abstain: None 16 Absent: Grant Davis; Kate Jolley 17 18 6. STAFF UPDATES: 19 20 Mike Healy 21 22 Ingrid Alverde 23 24 Mike Healy 25 26 7. ADIOURNMENT: 27 28 The meeting was adjourned at 9:07 a.m. 29 30 31 32 33 34 35 Mike Healy, Chair 36 37 ATTEST: 38 39 40 41 Claire Cooper, Recording Secretary 42 43 44 45 46 Im11TWA Oversight Board to the Petaluma Community Development Commission Successor Agency DATE: September 24, 2014 TO: Members of the Oversight Board FROM: Ingrid Alverde, Economic Development & Redevelopment Manager SUBJECT: Approval of the Seventh Recognized Obligation Payment Schedule (ROPS 14-15B) and Administrative Budget for the period January 1 through June 30, 2015 Submitted by the Petaluma Community Development Successor Agency (PCDSA) Pursuant to Health and Safety Code Section 34171(j) and approval of a loan from the City of Petaluma to the Successor Agency to cover Cash flow needs between ROPS periods. RECOMMENDATION It is recommended that the Oversight Board to the Petaluma Community Development Successor Agency (Oversight Board of the PCDSA) approve the Resolution Adopting a January 1, 2015 through June 30, 2015 Recognized Obligation Payment Schedule (ROPS 14-15B) and Administrative Budget Pursuant to Health and Safety Code Section 34177 (1). It is also recommended that the Oversight Board of the PCDSA approve the Resolution Authorizing the Acceptance of a Loan from the City of Petaluma. DISCUSSION Health and Safety Code Section 34180 requires that the Oversight Board approve a Recognized Obligation Payment Schedule (ROPS) every six months following the dissolution of the PCDC. The ROPS outlines enforceable obligations to be paid from former tax Increment funds, bond proceeds, and redevelopment trust funds. The proposed ROPS for the January 1, 2015, through June 30, 2015 period is provided in Exhibit A of Attachment 1. Health and Safety Code Section 34177(j) also requires the Oversight Board to approve the Successor Agency's administrative budget. The proposed PCDSA administrative budget for the six-month period is $125,000 and is shown on the ROPS 14-15B (Attachment 1). 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) pursuant to Health and Safety Code Section 34171(b) and 34171(d)(1)(F).. Item # 4 Page 2 Staff also recommends that the Oversight Board approve a loan from the City of Petaluma to the Successor Agency to cover cash flow needs between ROPS periods as authorized by Health and Safety Code Section 34173(h). For the most part, staff expects this loan to cover cash flow shortfalls and 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 ROPS. The City's Traffic Mitigation Fund will be the source of 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 June15). ATTACHMENTS 1. Resolution Adopting a Six -Month Recognized Obligation Payment Schedule 2. Resolution Authorizing Acceptance of a Loan Attachment 1 AIM 0 piEel :ra0.zl DIMPielILIA IEel Znra RESOLUTION OF THE OVERSIGHT BOARD FORMED PURSUANT TO HEALTH AND SAFETY CODE SECTION 34179 TO OVERSEE THE PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY, APPROVING THE RECOGNIZED OBLIGATION PAYMENT SCHEDULE AND THE SUCCESSOR AGENCY ADMINISTRATIVE BUDGET FOR THE PERIOD ENDING JUNE 30, 2015. WHEREAS, on December 29, 2011, the California Supreme Court delivered its decision in California Redevelopment Association v. Matosantos, finding ABX1 26 (the "Dissolution Act") largely constitutional; and WHEREAS, under ABx1 26 (the "Dissolution Act") and the California Supreme Court's decision in California Redevelopment Association v. Matosantos, all California redevelopment agencies, including the Petaluma Community Development Commission (the "former PCDC" "), were dissolved on February 1, 2012; and WHEREAS, on January 9, 2012 by Resolution No. 2012-007 N.C.S. the City Council elected that the City of Petaluma serve as the Successor Agency to the former PCDC, subject to all limitations, conditions and qualifications stated in that resolution; and WHEREAS, under the Dissolution Act, the Petaluma Community Development Agency (PCDSA) must prepare a "Recognized Obligation Payment Schedule" ("ROPS") that enumerates the enforceable obligations and expenses of the Successor Agency for six-month periods; and WHEREAS, on September 15, 2014, the PCDSA approved the ROPS 14 — 15B for the six-month period ending June 30, 2015 for the Successor Agency; and WHEREAS, under the Dissolution Act, the ROPS 14-15B must be approved by the Oversight Board to enable the PCDSA to continue to make payments on enforceable obligations of the former PCDC; and WHEREAS, pursuant to the Dissolution Act, the duly -constituted Oversight Board for the PCDSA met at a duly -noticed public meeting on September 24, 2014 to consider obligations listed on the ROPS 14-15B, and consider approval of the ROPS14-15 B; and NOW, THEREFORE, BE IT RESOLVED that the Oversight Board, formed pursuant to California Health and Safety Code Section 34179 to oversee the Petaluma Community Development Successor Agency, hereby finds, resolves, and determines as follows: 1. The foregoing recitals are true and correct. 2. The Oversight Board hereby approves the ROPS14-15B for the period January 1, 2015 through June 30, 2015, including the Petaluma Community Development Successor Agency Administrative Budget, in the form presented to the Oversight Board and attached hereto as Exhibit A, including the agreements and obligations described in the ROPS, and hereby determines that such agreements and obligations constitute "enforceable obligations' or "recognized obligations" for all purposes of the Dissolution Act. 3. The Oversight Board authorizes and directs the Petaluma Community Development Successor Agency staff to take all actions necessary under the Dissolution Act to post the ROPS 14-15B on the Successor Agency website, transmit the ROPS14-15B to the Auditor -Controller of the County of Sonoma and to the State Controller and the State Department of Finance, and to take any other actions necessary to ensure the validity of the ROPS14-15B or the validity of any enforceable obligation or other agreement approved by the Oversight Board in this Resolution. Adopted this day of September 2014 by the following vote: Exhibit A Recognized Obligation Payment Schedule (RODS 14-16B) -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 Six -Month Total Enforceable Obligations Funded with Non -Redevelopment Properly Tax Trust Fund (RPTTF) Funding A Soames (B+C+O): 5 75,000 B Bond Proceeds FandnxJ (ROPS Detail) - C Reserve Balance Funding (RODS Detail) - D Other Funding (POPS Detail) 75,000 E Enforceable Obligations Funded with RPTTF Funding (F+G): 5 4,368,403 F Nuo-Admmxctofee Custs(ROPS Defdd) 4,233,403 G Administrative Costs(ROPS Detail) 125,D00 N Current Period Enforceable Obligations (A+E): 5 4.433,403 Successor Agency Self -Reported Prior Period Adjustment to Current Period RPTTF Requested Funding I Enforceable Obligations funded with RMF (E) 4,356,403 J Less Prior Penod Adjustment (Raped of Prior Period Adjustments Column S) (1,510) K Adjusted Current Period RPTTF Requested Funding (Id) 5 4,366,684 County Auditor Controller Reported Prior Period Adjustment to Currant Period RPTTF Requested Funding L Enforceable Obligations funded wth RPTTF (E): 4,358,403 M Less Prior Period Adjustment (Report of Prior Period Adjustments Column AA) - N Adjusted Current Period RPTTF Requested Funding (L -M) 4,358,403 Certification of Oversight Board Chairman Michael Healy Chauman Pursuant to Section 3417 (m) of the Health and Safety code, I hereby certify that the above is a true and accurate Recoanced Name Title Obligation Payment Schedule for the above named agency !sf Signalure Dale I' f 1" N 1' x 1 t! 1 I- II N I I I tl I- I N N I' I ( I fl Om'IW I� I I I I N 9W00�z 1 N _ NN 1 I I I I I N _ N LO RILZLe I I rJ I9t8[Id Ot I VZ6 WI'ei8 1 I H ILK IL395 lolcmtllolen.hl ( n 199rss,c LISS I Is:: l IJ sozsrea 1 [oa[El a 510009.1 slm caI S.=91 sr sl- sl N, Utz hn s RlolnawYhs5 ^wpq I uwpq�^^N I sP�n3 mob :::: spoaxy — I Pa1mtl WiPmPP4Flop illdtl (311dH—NJ Pa^i nmL asl A4eWJd alwudoRnopatl'uaN aano5 buryv13 I piWaYP 00]tl N+PWmYmPI PWpJIR]PnPgf � --I 1 ARBI{51; L9U1RtsA nrppmlP>W41 PlWntyaamPpd'JSYWIR WWiIM Jp]d Wa�Nau'rtPb �Isafwslnntl AOaa`3alY9uRdI CIOLKJ9 Ltq•JSl9 sIW^Y wl. pssp lnawY awW[p anp 3O0]SIIYI3C� 1 w0+WY Jp]d xmwl pnoa Pp2.a.p �mwaJmv aneaw+al clounw nrvl of zI Jawpvl m WE2up�zawaa NUalo, nlsc 1 Wwa4Y]n]ai syNX p0a�1 umlry+neNsm�awlllI E[BJ15 Nry'JtJII W]wwegl saa�Va51?9al-JSIM 1 1 wwa4'i J0]dl Nawdmm aiiNO semRASAsv�sClll fll9LR/LI 110JIP'�I syJJ wwPyl areal ¢owdmG3 aiyO�J511'IN[ m9ral4tJ00d -YWW,FPNVIWPJd1 tPmaPH'm!W9SttI st�Yi4W.tl 80R'ATAIIIPnJplypinllPMaW 1 duJB l wePwiwme,n]s I PaOKVI]OJd '8PWa6amW NfINI PIW@polPAq al�fltllt W4w1' I IIPMtl ( �yrfss3 JPa4WNi W I WkWYwYMUP1PInmdYPan•dly rC ( _ I P3ml'IJOJd ,2mJ'ImdMSMOtl'IGWeJ fAOY AauaEtl sueal a] ur. 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An„I nm.Nr LFuwvaa ''- -( f I; L 1; 1 -,N 1 r. 1 L;-; L u. r, L .. s L 4a e 1 -1 -1 1 f1 a 'cp:,n ler If It l i TlL..1—.11 I I i i i r i i i I I I I I I I I i i I fl I ItlYnl .a Imvv rtueuP P PO •m Nntl nnraY .vVeVmv nv ♦ rruv4ury I.naY rV.N uo0t0.1P0 •wq �� qln 1 Ip.�.NnY uu.. 10r N1 IV.OI.n.rl la.lad µi. u.l Vll •'1:1 r.aa.11.l a aPm •Iel➢1 .. .Nw'a .u1.10N1 r . Rutl W.Uv , vl➢.Irtnr vl➢n Ieyetlp.n.n.tl vw➢v IvpPrt.li vW is at'1 .- .RB.0 tl .i.. a.:e Daae Bll'.I6eOtlPWO wvl P PO uer1 Y61.1r I 6alnl0rwdfdL db vartBpuatla3 lLLdtlwlr 6 I n I c 1 e 1 I I I l I P I I 1 I I I 3 I I I e v i—IPO •PWlr malmoVM 3-0,11 Mll l{ rulw6 bsw.W:1 dialvs plm'I'll ll llmn:➢y puuad li,111 11 '-10-11 "1 1 d,Pnnen a:ISI sdon+rna1 wwd=e 6llwwonlPtl.1-4 -Pd I6 -n V- 1891-a WOW 6pUa1125 FIwlrAed WIWO0 PO 1123-11 Recognized Obligation Payment Schedule (ROPS 14-158( - Notes January 1, M15 through June 30, 2015 I Item,Y I Noteslcomments _Sect_ __ .. .. _._. .. ..__. Pursuant to Section34771(b) 2nd 34171(d7(tl) (1J (F), bOgaiion expenses related to assets and obligations are enlorCeab:e obligations eligible to be included on the 40 ROPS !Pursuant to Secimn 34i71(b) and 341T1(d) (1) (F), litigation expenses related to assets and obligations are enforceable obligations eligible to be Included on the 41 IROPS I I I I I i I I I I I I I I I I I I I I I i I I i I I I I I I I I I I I I 1 I I I I I I ! I I I I I I I I I 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 Attachment 2 RESOLUTION NO. RESOLUTION OF THE OVERSIGHT BOARD OF THE PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY AUTHORIZING THE ACCEPTANCE OF A LOAN FROM THE CITY OF PETALUMA 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 (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, the City and the Successor Agency have prepared a Loan Agreement and Promissory Note, copies of which are attached as an Exhibit to this Resolution; and WHEREAS, the City Council of the City of Petaluma has authorized the provision of a revolving loan to the Successor Agency in the maximum amount of Three Hundred Thousand Dollars (the "Loan") on the terms and conditions and for the purposes set forth in this Resolution and the Loan Agreement. NOW, THEREFORE, BE IT RESOLVED by the Oversight Board of the Petaluma Community Development Successor Agency as follows: 1. The Oversight Board hereby authorizes the Successor Agency to accept the Loan, approves the Loan Agreement, and authorizes the Successor Agency Executive Director to execute the Loan Agreement and the Promissory Note substantially in the form attached to this Resolution. OAK H-1n33-3a7u-e3e1 i 1 2. 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 of this Resolution, including without limitation the placement of the Loan Agreement and uses of the Loan proceeds on the ROPS. Adopted this day of September 2014 by the following vote: OAK #-1833-36711-8381 c1 7 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 ('BOPS"); 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; 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 OAK #-1933-367u-H381 1 3 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(hegi://x""v.treasurct.ca.gov/pinia- laif/histoical/grdy_appor_rares.pdx, 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 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 OAK #483.3-367u-H3HI 1 4 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-Liabilitv of Officials. Emolovees 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. Governing 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. 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. OAK 4-1833-3570-8381 ,'I SIGNATURES ON FOLLOWING PAGE. (OAK 94X3) -36711-X381 cl 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 OAK #1833-36711-H3HI , 1 7 Exhibit A PROMISSORY NOTE (Attach form of Promissory Note.) OAK P-IX33-367n-93H I i PROMISSORY NOTE $300,000 Petaluma, California 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 (http://NvNvxv.t easurer.ca.gov/pima-l:uf/historical/grtly_appor—rates.pdo, 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. iwF.'VdLtlZ1►r[.9 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 (5`h) 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. icer.9.1sa.3-3a7u-nasi , 1 9 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. 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 a 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 ()AK t4833-3670-H3HI 1 10 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. 3.4 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. SUCCESSOR AGENCY: PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY Attest: Executive Director Successor Agency Secretary Approved as to form: Successor Agency Counsel OAK 44433-3670.e381 0 11