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.
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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
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4.
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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
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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:
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28 The meeting was adjourned at 9:07 a.m.
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35 Mike Healy, Chair
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37 ATTEST:
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41 Claire Cooper, Recording Secretary
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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
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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
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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