Document elcerrito_gov_doc_544c79ea20

AGENDA BILL Agenda Item No. 5(H) Date: September 17, 2013 To: City Council of the City of El Cerrito El Cerrito Redevelopment Agency Successor Agency From: Lori Treviño, Economic Development Manager Lisa Malek-Zadeh, Finance Director/City Treasurer Subject: Approval of a loan agreement between the City and Successor Agency, and review and authorization to submit draft Recognized Obligations Payment Schedule 13-14B (January-June 2014) ACTION REQUESTED Adopt City Council and Successor Agency resolutions approving a cash flow loan agreement for consideration by the Oversight Board, and a Successor Agency resolution reviewing and authorizing submittal of the draft Recognized Obligations Payment Schedule 13-14B, covering the period January to June, 2014. BACKGROUND Recognized Obligation Payment Schedules ABx1 26 (“Dissolution Act”) dissolved the El Cerrito Redevelopment Agency (“RDA”) and established the El Cerrito Redevelopment Agency Successor Agency (“Successor Agency”) on February 1, 2012. At that time, the County Auditor-Controller established a Redevelopment Property Tax Trust Fund and the Successor Agency established a Redevelopment Obligation Retirement Fund (“RORF”). Under the Dissolution Act, the portion of property tax revenues collected from the City of El Cerrito Redevelopment Project Area (“Project Area”) that would have been considered Tax Increment prior to the RDA’s dissolution are deposited into the and are referred to as Redevelopment Property Tax The A-C distributes RPT with the following priority: 1. A-C’s administrative costs 2. Pass-through payments to the taxing entities affected by the Redevelopment Plan for the Project Area, calculated the same as prior to RDA dissolution 3. Distribution to the Successor Agency to retire the former RDA’s obligations 4. Repayment of loans from the Housing Fund (starting in FY 2014-15) 5. Distribution of residual funds to taxing entities The Successor Agency must review and authorize submittal of a Recognized Obligation Schedule (“ROPS”) for each six-month period. Each ROPS must then be approved by ---PAGE BREAK--- Agenda Item No. 5(H) the Oversight Board to the Successor Agency (“Oversight Board”) and the California Department of Finance (“DOF”) before RPT is disbursed for approved ROPS payments. The Successor Agency must submit ROPS 13-14B approved by the Oversight Board to DOF no later than October 1, 2013. The Oversight Board is scheduled to consider ROPS 13-14B at its upcoming special meeting. After submittal, DOF then has 45 days to review the ROPS and approve or disapprove of any items. The Successor Agency can request additional review by DOF and an opportunity to meet and confer on disputed items, and must make that request within five business days of receiving a DOF determination. The DOF is required to notify the Successor Agency and A-C of its final determination of the approved obligations to be funded with RPT at least 15 days prior to the date of distributions from the For ROPS 13-14B, the notification date is December 18, 2013 for the January 2, 2014 disbursement. Cash Flow Loans The State enacted Assembly Bill 1484 (“Trailer Bill”) in June 2012 amended the Dissolution Act, including Health & Safety Code Section 34173 to allow loans by the City to the Successor Agency for administrative costs, enforceable obligations, or project-related expenses as reported on a ROPS and approved by the Oversight Board. Due Diligence Reviews The Trailer Bill also amended the Dissolution Act to include a requirement that the Successor Agency hire a certified accounting firm to complete a Due Diligence Review reviewing the dissolution of the Redevelopment Agency, the purpose of which was to identify any funds or assets available for distribution to the taxing entities. The DDR includes separate reviews of both Housing and Non-Housing funds. Initial confusion over the definition of “housing funds” in El Cerrito’s Housing DDR resulted in DOF determining that the Successor Agency was holding unencumbered housing funds. Despite the Successor Agency’s request to amend the Housing DDR prior to receiving a determination letter from DOF, DOF ordered the reported funds to be paid to the A-C to be distributed to the taxing entities. Subsequently, staff was able to resolve this issue with DOF and amend the Housing DDR at the same time the Non- Housing DDR was completed. The Oversight Board reviewed and approved both DDRs. DOF subsequently revised its determination on the Housing DDR and the Successor Agency was not required to remit funds to the A-C for distribution to the taxing entities. However, DOF issued a determination on the Non-Housing DDR that pre-dissolution transactions between the Redevelopment Agency and the El Cerrito Municipal Services Corporation (“MSC”) were not permissible and that therefore the Successor Agency and/or City was required to remit nearly $2 million to the A-C for distribution to the taxing entities. The Successor Agency is in the process of challenging this determination, along with other issues related to the MSC through litigation being filed in Sacramento Superior Court. CASH FLOW LOAN Due to the Successor Agency having insufficient funds for anticipated litigation expenses that are considered enforceable obligations payable from RPT under the Dissolution Act, the City will utilize its cash reserves to fund these Successor Agency expenses to the extent needed, anticipating approval of a loan agreement pursuant to ---PAGE BREAK--- Agenda Item No. 5(H) Health & Safety Code Section 34173 for reimbursement from future RPT distributions. The estimated amount to be advanced during the ROPS 13-14B periods is $125,000. H&S Code Section 34173 allows the City and Successor Agency to enter into a loan agreement for reimbursement of these expenses out of future RPT distributions, if approved by the Oversight Board. The proposed agreement is Exhibit A to the attached City and Successor Agency resolutions. If approved by the City and Successor Agency, the loan agreement will be considered by the Oversight Board at its upcoming special meeting. ROPS 13-14B The proposed ROPS 13-14B is Exhibit A to the attached Successor Agency resolution, reviewing and authorizing its submittal. It includes a summary of funds available and total obligations for the period, an itemized listing of obligations, and a reconciliation of ROPS III (January-June 2013) payments. Listed obligations are as follows: • Tax Allocation Bond Debt Service. Payments are due to the trustee Union Bank by June 27, 2014. • SERAF/ERAF Loans. While the Trailer Bill clarified the enforceability of SERAF/ERAF loans, it also delayed their repayment. Due to different interpretation of the relevant section of the Dissolution Act, DOF will not approve payments until ROPS 14-15A, so no payment is requested at this time. The payment will be based on calculations in Health & Safety Code Section 34176, once the amount of residual RPT for the 2013-14 fiscal year, if any, can be determined. • Valente Note. Payment is due in March, 2014. • Eden Housing Loan Agreement. This item was initially a loan commitment to Eden Housing of $350,000, when included on the Redevelopment Agency’s Enforceable Obligation Schedule approved in August 2011. Of the total amount, $100,000 was for pre-Disposition and Development Agreement (“DDA”) expenses and $250,000 for post-DDA expenses. The Redevelopment Agency funded $40,000 of the pre-DDA obligation prior to dissolution. On ROPS 13-14A, DOF approved an additional $60,000 payment for the balance of the pre-DDA portion of the obligation. • Eden Housing Loan Agreement Post-DDA. Initially DOF disapproved the $250,000 of the obligation that was contingent on negotiation of a DDA with Eden Housing, stating that the Successor Agency did not have the authority to negotiate a DDA. However, the Housing Functions Successor does have the authority to negotiate a DDA with Eden Housing on a property that was listed on the DOF-approved Housing Asset Transfer List and the Successor Agency retained the obligation to fund the loan agreement. DOF stated that the Successor Agency can terminate the agreement due to dissolution, but the Successor Agency is not required to terminate under the Dissolution Act and the DOF cannot require the Successor Agency to do so. Eden Housing and the Housing Functions Successor are in the process of negotiating a DDA, which would ---PAGE BREAK--- Agenda Item No. 5(H) trigger the obligation to disburse the remaining portion of the predevelopment loan under the Predevelopment Loan Agreement. • Due Diligence Review/MGO CPAs. The balance remaining on the consulting contract is $12,868 is remaining on ROPS 13-14B, should additional work be required to on the dissolution audits, as the Successor Agency is disputing the DOF’s determinations. • Cooperation Agreement with the El Cerrito Municipal Services Corporation. While DOF has repeatedly disapproved this item, the Successor Agency intends to continue pursuing funding of this item with RPT on ROPS 13-14B, as the enforceability of the Agreement is the subject of current litigation. • FY13-14 Administrative Allowance. The entire administrative allowance for the 2013-14 fiscal year was included on ROPS 13-14A and therefore no payment is requested on the current ROPS. • Legal Expenses/Cash Flow Loan. Per discussions with DOF legal counsel and the treatment of the Successor Agency’s previous litigation expenses, the cost of litigation is an enforceable obligation of RPT. To the extent necessary, the City of El Cerrito will advance to the Successor Agency its litigation costs anticipating reimbursement from on ROPS 13-14B. The estimated advance is $125,000. Inclusion of this item on the ROPS 13-14B submitted to DOF is contingent on Oversight Board approval of the loan agreement. The total amount of funding required for ROPS 13-14B is estimated to be $3,000,788. However, the amount of expected to be distributed is estimated by the A-C to be $2,159,982. This is based on assessed value estimates received from the A-C, which are including in the following table, which summarizes distributions and payments for FY2011-12 and FY2013-14. El Cerrito Redevelopment Successor Agency Distributions and Payments of Redevelopment Property Tax FY2011-12 Actual and FY2013-14 Projected FY2012-13 FY2013-14 ROPS 2 ROPS 3 13-14A 13-14B Projected Available 2,221,333 2,606,039 2,759,864 2,688,604 County Admin (48,673) (48,009) (31,230) (31,230) County Deducted Pass-Thrus (223,412) (482,915) (1,251,240) (497,392) County Calculated Residual (49,607) Distribution 1,949,248 2,075,115 1,427,787 2,159,982 Payments Debt Service 1,949,248 1,591,140 389,243 1,724,705 Other ROPS 1,949,248 471,107 1,018,595 1,276,083 Remainder - - 19,392 (840,806) Based on current projections, there is insufficient RPT for all obligations due during the ROPS 13-14B period. ---PAGE BREAK--- Agenda Item No. S(H) LEGAL CONSIDERATIONS All actions being requested are consistent with the Dissolution Act, as amended. Scott Hanin City Manager Attachments: 1. City Council resolution 2013-XX, approving a loan agreement with the Successor Agency for $125,000 2. Successor Agency resolution 2013-XX approving a loan agreement with the City ofEl Cerrito for $125,000 3. Successor Agency Resolution 2013-XX, reviewing and authorizing submittal of the draft Recognized Obligation Payment Schedule 13-14B ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 1 CITY COUNCIL RESOLUTION 2013-XX RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL CERRITO APPROVING A CASH FLOW LOAN AGREEMENT WITH THE EL CERRITO REDEVELOPMENT AGENCY SUCCESSOR AGENCY WHEREAS, pursuant to the California Community Redevelopment Law (the “Redevelopment Law”), the City Council (the “City Council”) of the City of El Cerrito (the “City”) adopted the Redevelopment Plan for the City of El Cerrito Redevelopment Project Area by Ordinance No. 77-17, as amended by Ordinances No. 80-13; No. 89-5; No. 94-4; No. 2004-3; No. 2005-01; and No. 2006-10 (collectively, the “Redevelopment Plan”); and WHEREAS, the El Cerrito Redevelopment Agency (the “RDA”) was responsible for implementation of the Redevelopment Plan; and WHEREAS, as part of the 2011-12 State budget bill, ABx1 26 (the “Dissolution Act”) was enacted significantly modifying the Redevelopment Law to require the dissolution of redevelopment agencies throughout California and the establishment successor agencies to wind down the former redevelopment agencies’ affairs; and WHEREAS, on August 15, 2011, pursuant to the Dissolution Act, the City elected to serve as the El Cerrito Redevelopment Agency Successor Agency (the “Successor Agency”), should the RDA be dissolved; and WHEREAS, California redevelopment agencies were dissolved on February 1, 2012; and WHEREAS, pursuant to the Dissolution Act, upon dissolution, the RDA transferred as a matter of law all remaining liabilities, debts and obligations to the Successor Agency; and transferred all unencumbered funds and assets to the Successor Agency’s Redevelopment Obligation Retirement Fund (the “RORF”), for disposition and/or use by the Successor Agency to retire RDA debt and pay for RDA obligations; and WHEREAS, AB 1484, adopted in June 2012, amending the Dissolution Act, made clear that the Successor Agency is a separate public entity from the City and is not a component unit of the City, but the City is providing administrative services for the Successor Agency; and WHEREAS, pursuant to the Dissolution Act, the Contra Costa County Auditor Controller (the “Auditor-Controller”) established the Redevelopment Property Tax Trust Fund (the to hold Redevelopment Property Tax collected from the City of El Cerrito Redevelopment Project Area to be disbursed to the Successor Agency for payment of its enforceable obligations and to taxing entities affected by the Redevelopment Plan; and WHEREAS, the Dissolution Act requires the Successor Agency to prepare a Recognized Obligations Payment Schedule (“ROPS”) for each six-month period setting forth its enforceable obligations; and ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 1 WHEREAS, Health & Safety Code Section 34173 allows the City to loan funds to the Successor Agency for administrative costs, enforceable obligations and project-related expenses reported on a ROPS and approved by the Oversight Board; and WHEREAS, the Successor Agency is preparing to file litigation against the California Department of Finance (“DOF”) over its determinations on prior ROPS and the due diligence review of non-housing funds, the cost of which is an enforceable obligation of and WHEREAS, the City will advance funds to the Successor Agency for the costs of litigation that occur prior to the ROPS 13-14B period and the Successor Agency has listed the estimated $125,000 cost of litigation on its ROPS 13-14B, along with a Cash Flow Loan Agreement, so that the Successor Agency can repay any advances from the City for its litigation costs; and WHEREAS, the cash flow advance to the Successor Agency required prior to receipt of funds for the ROPS 13-14B period is estimated not to exceed $125,000; and WHEREAS, to enable the Successor Agency to meet its fiduciary responsibilities to holders of enforceable obligations and for the Successor Agency to have adequate funds for its litigation expenses, the City desires to loan to the Successor Agency an amount not to exceed $125,000 in anticipation of the Successor Agency receiving for litigation expenses on ROPS 13-14B; and WHEREAS, Exhibit A to this Resolution is a proposed Cash Flow Loan Agreement (“Loan Agreement”) pursuant to the authority granted by Health and Safety Code Section 34173 and WHEREAS, the City and Successor Agency have determined that entering into the proposed Loan Agreement is in the best interests of the City and the Successor Agency; and WHEREAS, the Loan Agreement is subject to the approval of the Oversight Board of the El Cerrito Redevelopment Successor Agency (“Oversight Board”). NOW THEREFORE, BE IT RESOLVED that the City Council of the City of El Cerrito hereby finds the above recitals to be true and accurate. BE IT FURTHER RESOLVED that the City Council of the City of El Cerrito approves execution of the Cash Flow Loan Agreement substantially in the form attached hereto as Exhibit A subject only to those changes approved by the City Manager and further subject to approval of the Oversight Board. BE IT FURTHER RESOLVED that consistent with the terms of the Loan Agreement, the City’s advance of the Loan shall not exceed $125,000 and the Successor Agency shall list the loan as an enforceable obligation on future ROPS until the loan is paid in full, at an interest rate on the Loan equal to the rate applicable to funds on deposit in the Local Agency Investment Fund. ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 1 BE IT FURTHER RESOLVED that this Resolution shall take effect at the time and in the manner prescribed in Health and Safety Code Section 34179 I CERTIFY that at the regular meeting on September 17, 2013, the City Council of the City of El Cerrito passed this resolution by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS: IN WITNESS of this action, I sign this document and affix the corporate seal of the City of El Cerrito on September 2013. Cheryl Morse, City Clerk APPROVED: Gregory B. Lyman, Mayor ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 1, Exhibit A 1 Exhibit A CASH FLOW LOAN AGREEMENT (City Advance to Successor Agency) This Cash Flow Loan Agreement ( “Loan Agreement”) is made and entered into as of September 2013, by and between the City of El Cerrito, a municipal corporation (“City”), and the El Cerrito Redevelopment Agency Successor Agency (“Successor Agency”). RECITALS WHEREAS, pursuant to AB1x 26 (the “Dissolution Act”), the Successor Agency must prepare a Recognized Obligation Payment Schedule (“ROPS”) for each six-month period setting forth all enforceable obligations (as defined in the Dissolution Act) of the Successor Agency; and WHEREAS, the Dissolution Act created an oversight board (“Oversight Board”) to oversee the wind down of the El Cerrito Redevelopment Agency; and WHEREAS, on September 17, 2013 the Successor Agency requested that the Oversight Board approve a proposed loan between the City and the Successor Agency pursuant to Health & Safety Code Section 34173(h), wherein the City would advance funds to the Successor Agency in an amount not to exceed $125,000 (the “Loan”) for the purpose of paying certain Successor Agency litigation costs related to Department of Finance (“DOF”) determinations regarding the Due Diligence Review and enforceability of obligations on prior ROPS, which will be incurred mostly prior to the disbursement of for the ROPS 13-14B period covering January through June, 2014; and WHEREAS, pursuant to Health & Safety Code Section 34173(h), the Successor Agency listed the estimated $125,000 cost of litigation along with the Loan as an enforceable obligation on the ROPS for the period January through June, 2014 (“ROPS 13-14B”); and WHEREAS, the City and the Successor Agency have determined that entering into this Loan Agreement is in the best interests of the City and the Successor Agency. NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, the parties hereto do hereby agree as follows. The foregoing recitals are hereby incorporated by reference and made part of this Loan Agreement. ARTICLE I. LOAN PROVISIONS ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 1, Exhibit A 2 Section 1.01 Loan. The City hereby agrees to lend to the Successor Agency the principal amount of One Hundred Twenty Five Thousand Dollars ($125,000) (the “Loan”) for the purposes set forth in Section 1.03. Section 1.02 Interest. Interest. Interest on the Loan shall accrue as of the Effective Date, continuing until such time as the Loan is repaid in full, at a rate equal to the interest rate applicable to funds on deposit in the Local Agency Investment Fund as of the Effective Date, compounded annually. Default Interest. In the event of a Default, interest on the Loan shall begin to accrue as of the date of Default and continuing until such time as the Loan is repaid in full or the Default is cured, at the default rate of the lesser of eight percent per annum, compounded annually (the “Default Rate”) or the highest rate permitted by law. Section 1.03 Use of Loan Funds. The Successor Agency shall use the Loan for the purpose of reimbursing the City for expenses incurred by the Successor Agency prior to and during the ROPS 13-14B period related to the filing and settlement of litigation regarding the DOF’s determinations on the Successor Agency’s Due Diligence Review and prior ROPS submittals. Section 1.04 Repayment of Loan. Pursuant to Health & Safety Code Section 34173(h), the Loan is an enforceable obligation of the Successor Agency and is payable on June 1 and January 2 of each year from the maintained by the Contra Costa County Auditor-Controller for the purpose of paying enforceable obligations of the Successor Agency. The Loan shall be set forth in full as an enforceable obligation of the Successor Agency on ROPS 13-14B. It shall be due and payable in full from the Successor Agency’s Redevelopment Obligation Retirement Fund (“RORF”) following the January 2, 2014 payment to the RORF by the Contra Costa County Auditor-Controller. However, should the Successor Agency receive insufficient funds from the to pay all costs shown on the ROPS13-14B, then the amount due and payable on the Loan shall equal the amount deposited into the RORF less all other approved costs shown on the ROPS13-14B and the balance of any principal and interest due on the Loan shall be due and payable in full on the next ROPS. The procedure described in subsection of this Section shall continue to be followed for each ROPS until the principal and interest due on the Loan are paid in full. Any remaining principal and interest due on the Loan shall continue to be shown as an enforceable obligation on each ROPS until the Successor Agency has received sufficient funds to pay all principal and interest due on the Loan. All Loan payments shall first be used to pay all accrued interest and then to reduce the principal balance. ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 1, Exhibit A 3 Section 1.05 Optional Prepayment of the Loan. The Successor Agency shall have the right to prepay the unpaid principal and interest of the Loan at any time. Section 1.06 Books and Accounts; Financial Statements. The Successor Agency will keep, or cause to be kept, proper books of record and accounts showing the use of the Loan funds, interest due on the Loan, Loan repayments, and principal and interest outstanding. ARTICLE II. DEFAULT AND REMEDIES Section 2.01 Event of Default. Failure by the Successor Agency to pay the principal or interest on the Loan when due and payable shall constitute a Default. Section 2.02 No Waiver. A waiver of any Default by the City shall not affect any subsequent Default or impair any rights or remedies on the subsequent default. Section 2.03 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the City is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise. ARTICLE III. MISCELLANEOUS Section 3.01 No Merger. In entering into this Loan Agreement, the City is acting in its capacity as a municipal corporation, and, pursuant to Health & Safety Code Section 34173(g), the Successor Agency is a separate public entity from the City; and both the City and the Successor Agency are acting pursuant to the specific authority granted by the Oversight Board and by Health & Safety Code Sections 34173(h) and 34180(h) authorizing agreements between the City and the Successor Agency. In consequence, the parties to this Loan Agreement are not merged. Section 3.02 Successor is Deemed Included in All References to Predecessor. Whenever in this Loan Agreement either the Successor Agency or the City is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Loan Agreement contained by or on behalf of the Successor Agency or the City shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 1, Exhibit A 4 Section 3.03 Amendment. This Loan Agreement may be amended by the parties hereto but only by a written instrument signed by both parties and with the approval of the Oversight Board. Section 3.04 Effective Date. This Loan Agreement shall take effect upon approval by the Oversight Board and, following that approval, at the time and in the manner prescribed in Health & Safety Code Section 34179(h) (the “Effective Date”). Section 3.05 Severability. If any Section, paragraph, sentence, clause or phrase of this Loan Agreement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Loan Agreement. The City and the Successor Agency hereby declare that they would have adopted this Loan Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the Loan irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Loan Agreement may be held illegal, invalid or unenforceable. ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 1, Exhibit A 5 IN WITNESS WHEREOF, the City of El Cerrito and the El Cerrito Redevelopment Agency Successor Agency have caused this Agreement to be signed by their respective officers. CITY OF EL CERRITO, CALIFORNIA, a California municipal corporation (“CITY”) Approved: Date: Scott Hanin, City Manager APPROVED AS TO FORM: Sky Woodruff, City Attorney EL CERRITO REDEVELOPMENT AGENCY SUCCESSOR AGENCY, the successor to the former El Cerrito Redevelopment Agency (“SUCCESSOR AGENCY”) Approved: Date: Scott Hanin, Executive Officer APPROVED AS TO FORM: Karen Tiedemann, Successor Agency Attorney ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 2 SUCCESSOR AGENCY RESOLUTION 2013-XX RESOLUTION OF THE EL CERRITO REDEVELOPMENT AGENCY SUCCESSOR AGENCY APPROVING A CASH FLOW LOAN AGREEMENT WITH THE CITY OF EL CERRITO WHEREAS, pursuant to the California Community Redevelopment Law (the “Redevelopment Law”), the City Council (the “City Council”) of the City of El Cerrito (the “City”) adopted the Redevelopment Plan for the City of El Cerrito Redevelopment Project Area by Ordinance No. 77-17, as amended by Ordinances No. 80-13; No. 89-5; No. 94-4; No. 2004-3; No. 2005-01; and No. 2006-10 (collectively, the “Redevelopment Plan”); and WHEREAS, the El Cerrito Redevelopment Agency (the “RDA”) was responsible for implementation of the Redevelopment Plan; and WHEREAS, as part of the 2011-12 State budget bill, ABx1 26 (the “Dissolution Act”) was enacted significantly modifying the Redevelopment Law to require the dissolution of redevelopment agencies throughout California and the establishment successor agencies to wind down the former redevelopment agencies’ affairs; and WHEREAS, on August 15, 2011, pursuant to the Dissolution Act, the City elected to serve as the El Cerrito Redevelopment Agency Successor Agency (the “Successor Agency”), should the RDA be dissolved; and WHEREAS, California redevelopment agencies were dissolved on February 1, 2012; and WHEREAS, pursuant to the Dissolution Act, upon dissolution, the RDA transferred as a matter of law all remaining liabilities, debts and obligations to the Successor Agency; and transferred all unencumbered funds and assets to the Successor Agency’s Redevelopment Obligation Retirement Fund (the “RORF”), for disposition and/or use by the Successor Agency to retire RDA debt and pay for RDA obligations; and WHEREAS, AB 1484, adopted in June 2012, amending the Dissolution Act, made clear that the Successor Agency is a separate public entity from the City and is not a component unit of the City, but the City is providing administrative services for the Successor Agency; and WHEREAS, pursuant to the Dissolution Act, the Contra Costa County Auditor Controller (the “Auditor-Controller”) established the Redevelopment Property Tax Trust Fund (the to hold Redevelopment Property Tax collected from the City of El Cerrito Redevelopment Project Area to be disbursed to the Successor Agency for payment of its enforceable obligations and to taxing entities affected by the Redevelopment Plan; and WHEREAS, the Dissolution Act requires the Successor Agency to prepare a Recognized Obligations Payment Schedule (“ROPS”) for each six-month period setting forth its enforceable obligations; and ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 2 WHEREAS, Health & Safety Code Section 34173 allows the City to loan funds to the Successor Agency for administrative costs, enforceable obligations and project-related expenses reported on a ROPS and approved by the Oversight Board; and WHEREAS, the Successor Agency is preparing to file litigation against the California Department of Finance (“DOF”) over its determinations on prior ROPS and the due diligence review of non-housing funds, the cost of which is an enforceable obligation of and WHEREAS, the City will advance funds to the Successor Agency for the costs of litigation that occur prior to the ROPS 13-14B period and the Successor Agency has listed the estimated $125,000 cost of litigation on its ROPS 13-14B, along with a Cash Flow Loan Agreement, so that the Successor Agency can repay any advances from the City for its litigation costs; and WHEREAS, the cash flow advance to the Successor Agency required prior to receipt of funds for the ROPS 13-14B period is estimated not to exceed $125,000; and WHEREAS, to enable the Successor Agency to meet its fiduciary responsibilities to holders of enforceable obligations and for the Successor Agency to have adequate funds for its litigation expenses, the City desires to loan to the Successor Agency an amount not to exceed $125,000 in anticipation of the Successor Agency receiving for litigation expenses on ROPS 13-14B; and WHEREAS, Exhibit A to this Resolution is a proposed Cash Flow Loan Agreement (“Loan Agreement”) pursuant to the authority granted by Health and Safety Code Section 34173 and WHEREAS, the City and Successor Agency have determined that entering into the proposed Loan Agreement is in the best interests of the City and the Successor Agency; and WHEREAS, the Loan Agreement is subject to the approval of the Oversight Board of the El Cerrito Redevelopment Successor Agency (“Oversight Board”). NOW THEREFORE, BE IT RESOLVED that the El Cerrito Redevelopment Agency Successor Agency hereby finds the above recitals to be true and accurate. BE IT FURTHER RESOLVED that the El Cerrito Redevelopment Agency Successor Agency approves execution of the Cash Flow Loan Agreement substantially in the form attached hereto as Exhibit A subject only to those changes approved by the Successor Agency Executive Officer and further subject to approval of the Oversight Board. BE IT FURTHER RESOLVED that consistent with the terms of the Loan Agreement, the City’s advance of the Loan shall not exceed $125,000 and the Successor Agency shall list the loan as an enforceable obligation on future ROPS until the loan is paid in full, at an interest rate on the Loan equal to the rate applicable to funds on deposit in the Local Agency Investment Fund. ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 2 BE IT FURTHER RESOLVED that this Resolution shall take effect at the time and in the manner prescribed in Health and Safety Code Section 34179 I CERTIFY that at the regular meeting on September 17, 2013, the City Council of the City of El Cerrito passed this resolution by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS: IN WITNESS of this action, I sign this document September 2013. Cheryl Morse, City Clerk APPROVED: Gregory B. Lyman, Mayor ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 2, Exhibit A 1 Exhibit A CASH FLOW LOAN AGREEMENT (City Advance to Successor Agency) This Cash Flow Loan Agreement (“Loan Agreement”) is made and entered into as of September 2013, by and between the City of El Cerrito, a municipal corporation (“City”), and the El Cerrito Redevelopment Agency Successor Agency (“Successor Agency”). RECITALS WHEREAS, pursuant to AB1x 26 (the “Dissolution Act”), the Successor Agency must prepare a Recognized Obligation Payment Schedule (“ROPS”) for each six-month period setting forth all enforceable obligations (as defined in the Dissolution Act) of the Successor Agency; and WHEREAS, the Dissolution Act created an oversight board (“Oversight Board”) to oversee the wind down of the El Cerrito Redevelopment Agency; and WHEREAS, on September 17, 2013 the Successor Agency requested that the Oversight Board approve a proposed loan between the City and the Successor Agency pursuant to Health & Safety Code Section 34173(h), wherein the City would advance funds to the Successor Agency in an amount not to exceed $125,000 (the “Loan”) for the purpose of paying certain Successor Agency litigation costs related to Department of Finance (“DOF”) determinations regarding the Due Diligence Review and enforceability of obligations on prior ROPS, which will be incurred mostly prior to the disbursement of for the ROPS 13-14B period covering January through June, 2014; and WHEREAS, pursuant to Health & Safety Code Section 34173(h), the Successor Agency listed the estimated $125,000 cost of litigation along with the Loan as an enforceable obligation on the ROPS for the period January through June, 2014 (“ROPS 13-14B”); and WHEREAS, the City and the Successor Agency have determined that entering into this Loan Agreement is in the best interests of the City and the Successor Agency. NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, the parties hereto do hereby agree as follows. The foregoing recitals are hereby incorporated by reference and made part of this Loan Agreement. ARTICLE I. LOAN PROVISIONS ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 2, Exhibit A 2 Section 1.01 Loan. The City hereby agrees to lend to the Successor Agency the principal amount of One Hundred Twenty Five Thousand Dollars ($125,000) (the “Loan”) for the purposes set forth in Section 1.03. Section 1.02 Interest. Interest. Interest on the Loan shall accrue as of the Effective Date, continuing until such time as the Loan is repaid in full, at a rate equal to the interest rate applicable to funds on deposit in the Local Agency Investment Fund as of the Effective Date, compounded annually. Default Interest. In the event of a Default, interest on the Loan shall begin to accrue as of the date of Default and continuing until such time as the Loan is repaid in full or the Default is cured, at the default rate of the lesser of eight percent per annum, compounded annually (the “Default Rate”) or the highest rate permitted by law. Section 1.03 Use of Loan Funds. The Successor Agency shall use the Loan for the purpose of reimbursing the City for expenses incurred by the Successor Agency prior to and during the ROPS 13-14B period related to the filing and settlement of litigation regarding the DOF’s determinations on the Successor Agency’s Due Diligence Review and prior ROPS submittals. Section 1.04 Repayment of Loan. Pursuant to Health & Safety Code Section 34173(h), the Loan is an enforceable obligation of the Successor Agency and is payable on June 1 and January 2 of each year from the maintained by the Contra Costa County Auditor-Controller for the purpose of paying enforceable obligations of the Successor Agency. The Loan shall be set forth in full as an enforceable obligation of the Successor Agency on ROPS 13-14B. It shall be due and payable in full from the Successor Agency’s Redevelopment Obligation Retirement Fund (“RORF”) following the January 2, 2014 payment to the RORF by the Contra Costa County Auditor-Controller. However, should the Successor Agency receive insufficient funds from the to pay all costs shown on the ROPS13-14B, then the amount due and payable on the Loan shall equal the amount deposited into the RORF less all other approved costs shown on the ROPS13-14B and the balance of any principal and interest due on the Loan shall be due and payable in full on the next ROPS. The procedure described in subsection of this Section shall continue to be followed for each ROPS until the principal and interest due on the Loan are paid in full. Any remaining principal and interest due on the Loan shall continue to be shown as an enforceable obligation on each ROPS until the Successor Agency has received sufficient funds to pay all principal and interest due on the Loan. All Loan payments shall first be used to pay all accrued interest and then to reduce the principal balance. ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 2, Exhibit A 3 Section 1.05 Optional Prepayment of the Loan. The Successor Agency shall have the right to prepay the unpaid principal and interest of the Loan at any time. Section 1.06 Books and Accounts; Financial Statements. The Successor Agency will keep, or cause to be kept, proper books of record and accounts showing the use of the Loan funds, interest due on the Loan, Loan repayments, and principal and interest outstanding. ARTICLE II. DEFAULT AND REMEDIES Section 2.01 Event of Default. Failure by the Successor Agency to pay the principal or interest on the Loan when due and payable shall constitute a Default. Section 2.02 No Waiver. A waiver of any Default by the City shall not affect any subsequent Default or impair any rights or remedies on the subsequent default. Section 2.03 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the City is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise. ARTICLE III. MISCELLANEOUS Section 3.01 No Merger. In entering into this Loan Agreement, the City is acting in its capacity as a municipal corporation, and, pursuant to Health & Safety Code Section 34173(g), the Successor Agency is a separate public entity from the City; and both the City and the Successor Agency are acting pursuant to the specific authority granted by the Oversight Board and by Health & Safety Code Sections 34173(h) and 34180(h) authorizing agreements between the City and the Successor Agency. In consequence, the parties to this Loan Agreement are not merged. Section 3.02 Successor is Deemed Included in All References to Predecessor. Whenever in this Loan Agreement either the Successor Agency or the City is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Loan Agreement contained by or on behalf of the Successor Agency or the City shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 2, Exhibit A 4 Section 3.03 Amendment. This Loan Agreement may be amended by the parties hereto but only by a written instrument signed by both parties and with the approval of the Oversight Board. Section 3.04 Effective Date. This Loan Agreement shall take effect upon approval by the Oversight Board and, following that approval, at the time and in the manner prescribed in Health & Safety Code Section 34179(h) (the “Effective Date”). Section 3.05 Severability. If any Section, paragraph, sentence, clause or phrase of this Loan Agreement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Loan Agreement. The City and the Successor Agency hereby declare that they would have adopted this Loan Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the Loan irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Loan Agreement may be held illegal, invalid or unenforceable. ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 2, Exhibit A 5 IN WITNESS WHEREOF, the City of El Cerrito and the El Cerrito Redevelopment Agency Successor Agency have caused this Agreement to be signed by their respective officers. CITY OF EL CERRITO, CALIFORNIA, a California municipal corporation (“CITY”) Approved: Date: Scott Hanin, City Manager APPROVED AS TO FORM: Sky Woodruff, City Attorney EL CERRITO REDEVELOPMENT AGENCY SUCCESSOR AGENCY, the successor to the former El Cerrito Redevelopment Agency (“SUCCESSOR AGENCY”) Approved: Date: Scott Hanin, Executive Officer APPROVED AS TO FORM: Karen Tiedemann, Successor Agency Attorney ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 3 SUCCESSOR AGENCY RESOLUTION 2013-XX RESOLUTION OF THE EL CERRITO REDEVELOPMENT AGENCY SUCCESSOR AGENCY AUTHORIZING SUBMITTAL OF THE DRAFT RECOGNIZED OBLIGATION PAYMENT SCHEDULE 13-14B, AS REQUIRED UNDER THE DISSOLUTION ACT WHEREAS, pursuant to the California Community Redevelopment Law (the “Redevelopment Law”), the City Council (the “City Council”) of the City of El Cerrito (the “City”) adopted the Redevelopment Plan for the City of El Cerrito Redevelopment Project Area by Ordinance No. 77-17, as amended by Ordinances No. 80-13; No. 89-5; No. 94-4; No. 2004-3; No. 2005-01; and No. 2006-10 (collectively, the “Redevelopment Plan”); and WHEREAS, the El Cerrito Redevelopment Agency (the “RDA”) was responsible for implementation of the Redevelopment Plan; and WHEREAS, as part of the 2011-12 State budget bill, ABx1 26 (the “Dissolution Act”) was enacted significantly modifying the Redevelopment Law to require the dissolution of redevelopment agencies throughout California and the establishment of successor agencies to wind down the former redevelopment agencies’ affairs; and WHEREAS, on August 15, 2011, pursuant to the Dissolution Act, the City elected to serve as the El Cerrito Redevelopment Agency Successor Agency (the “Successor Agency”), should the RDA be dissolved; and WHEREAS, California redevelopment agencies were dissolved on February 1, 2012; and WHEREAS, pursuant to the Dissolution Act, upon dissolution, the RDA transferred as a matter of law all remaining liabilities, debts and obligations to the Successor Agency; and transferred all unencumbered funds and assets to the Successor Agency’s Redevelopment Obligation Retirement Fund (the “RORF”), for disposition and/or use by the Successor Agency to retire RDA debt and pay for RDA obligations; and WHEREAS, pursuant to the Dissolution Act, the Contra Costa County Auditor Controller (the “Auditor-Controller”) established the Redevelopment Property Tax Trust Fund (the to hold Redevelopment Property Tax collected from the City of El Cerrito Redevelopment Project Area to be disbursed to the Successor Agency for payment of its enforceable obligations and to taxing entities affected by the Redevelopment Plan; and WHEREAS, AB 1484 (the “Trailer Bill”) was enacted on July 1, 2012 modifying the Dissolution Act to require the Successor Agency to submit an Oversight Board-approved Recognized Obligations Payment Schedule 13-14B (“ROPS 13-14B”) covering the period January through June, 2014 to the DOF by October 1, 2013; and WHEREAS, the Trailer Bill made clear that the Successor Agency is a separate public entity from the City; and ---PAGE BREAK--- Agenda Item No. 5(H) Attachment 3 WHEREAS, the Successor Agency has reviewed the draft ROPS 13-14B that was prepared pursuant to the Dissolution Act and the Trailer Bill, which is attached and incorporated as Exhibit A to this Resolution, for submittal to the Oversight Board of the Successor Agency, the Auditor-Controller, and DOF; and WHEREAS, the Successor Agency wishes to authorize Successor Agency staff to amend the ROPS 13-14B administratively to account for any additional changes made by the Department of Finance (“DOF”) to the ROPS form that occur after the Successor Agency’s consideration. NOW THEREFORE, BE IT RESOLVED that the City El Cerrito Redevelopment Agency Successor Agency hereby finds the above recitals to be true and accurate. BE IT FURTHER RESOLVED that the El Cerrito Redevelopment Agency Successor Agency authorizes the submittal of the draft Recognized Obligation Payment Schedule 13-14B as required under the Dissolution Act, subject to such changes as may be necessary to accommodate changes in the DOF approved form, any such changes to be approved by the City Manager. BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its passage and adoption. I CERTIFY that at the regular meeting on September 17, 2013, the City Council of the City of El Cerrito acting as the El Cerrito Redevelopment Agency Successor Agency passed this resolution by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS: IN WITNESS of this action, I sign this document on September 2013. Cheryl Morse, City Clerk APPROVED: Gregory B. Lyman, Mayor ---PAGE BREAK--- Name of Successor Agency: El Cerrito Name of County: Contra Costa Current Period Requested Funding for Outstanding Debt or Obligation A 2 $ B - C - D 2 E 3,000,786 $ F 3,000,786 G - H Current Period Enforceable Obligations 3,000,788 $ Successor Agency Self-Reported Prior Period Adjustment to Current Period Requested Funding I Enforceable Obligations funded with 3,000,786 J - K 3,000,786 $ County Auditor Controller Reported Prior Period Adjustment to Current Period Requested Funding L Enforceable Obligations funded with 3,000,786 M - N 3,000,786 Name Title Signature Date Administrative Costs (ROPS Detail) Less Prior Period Adjustment (Report of Prior Period Adjustments Column U) Adjusted Current Period Requested Funding (I-J) Less Prior Period Adjustment (Report of Prior Period Adjustments Column AB) Adjusted Current Period Requested Funding (L-M) Certification of Oversight Board Chairman: Pursuant to Section 34177(m) of the Health and Safety code, I hereby certify that the above is a true and accurate Recognized Obligation Payment Schedule for the above named agency. Recognized Obligation Payment Schedule (ROPS 13-14B) - Summary Filed for the January 1, 2014 through June 30, 2014 Period Enforceable Obligations Funded with Non-Redevelopment Property Tax Trust Fund Funding Sources Non-Administrative Costs (ROPS Detail) Enforceable Obligations Funded with Funding Bond Proceeds Funding (ROPS Detail) Reserve Balance Funding (ROPS Detail) Other Funding (ROPS Detail) Six-Month Total Agenda Item No. 5(H) Attachment 3, Exh. A ---PAGE BREAK--- A B C D E F G H I J K Other Bonds Issued on or before 12/31/10 Bonds Issued on or after 01/01/11 g Review balances retained for approved enforceable obligations balances retained for bond reserves Rent, Grants, Interest, Etc. Non-Admin Admin ROPS III Actuals (01/01/13 - 6/30/13) 1 Beginning Available Fund Balance (Actual 01/01/13) Note that for the 1 + 2 should tie to columns L and Q in the Report of Prior Period Adjustments (PPAs) - - - - 2 - - 2 $ 2 Revenue/Income (Actual 06/30/13) Note that the amounts should tie to the ROPS III distributions from the County Auditor-Controller - - - - 0 1,915,879 159,235 2,075,114 $ 3 Expenditures for ROPS III Enforceable Obligations (Actual 06/30/13) Note that for the 3 + 4 should tie to columns N and S in the Report of PPAs - - - - - 1,915,879 159,235 2,075,114 $ 4 Retention of Available Fund Balance (Actual 06/30/13) Note that the Non-Admin amount should only include the retention of reserves for debt service approved in ROPS III - - - - - - - - $ 5 ROPS III Prior Period Adjustment Note that the net Non- Admin and Admin amounts should tie to columns O and T in the Report of PPAs. No entry required - - - $ 6 Ending Actual Available Fund Balance (1 + 2 - 3 - 4 - 5) - $ - $ - $ - $ 2 $ - $ - $ 2 $ ROPS 13-14A Estimate (07/01/13 - 12/31/13) 7 Beginning Available Fund Balance (Actual 07/01/13) D, E, G, and I = 4 + 6, F = H4 + F6, and H = 5 + 6) - $ - $ - $ - $ 2 $ - $ - $ 2 $ 8 Revenue/Income (Estimate 12/31/13) Note that the amounts should tie to the ROPS 13-14A distributions from the County Auditor-Controller - - - - - 1,177,787 250,000 1,427,787 $ 9 Expenditures for 13-14A Enforceable Obligations (Estimate 12/31/13) - - - - - 1,158,395 250,000 1,408,395 $ 10 Retention of Available Fund Balance (Estimate 12/31/13) Note that the amounts may include the retention of reserves for debt service approved in ROPS 13-14A - - - - - - - - $ 11 Ending Estimated Available Fund Balance (7 + 8 - 9 -10) - $ - $ - $ - $ 2 $ 19,393 $ - $ 19,394 $ Recognized Obligation Payment Schedule (ROPS) 13-14B - Report of Fund Balances (Report Amounts in Whole Dollars) Pursuant to Health and Safety Code section 34177(l), Redevelopment Property Tax Trust Fund 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. Fund Balance Information by ROPS Period Fund Sources Comments Bond Proceeds Total Reserve Balance ---PAGE BREAK--- A B C D E F G H I J K L M N O P Bond Proceeds Reserve Balance Other Funds Non-Admin Admin 28,776,466 $ - $ - $ 2 $ 3,000,786 $ - $ 3,000,788 $ 1 Tax Allocation Bonds 1997 A Bonds Issued On or Before 12/31/10 12/17/1997 7/1/2019 Union Bank Refunding of prior TAB for Redev Projs City of El Cerrito 3,083,375 N 2 496,873 496,875 $ 2 Tax Allocation Bonds 1998 B Bonds Issued On or Before 12/31/10 12/17/1997 7/1/2015 Union Bank Refunding of prior TAB for L&M Hsg Projs City of El Cerrito 437,181 N 210,894 210,894 $ 3 Tax Allocation Bonds 2004 A Bonds Issued On or Before 12/31/10 10/21/2004 7/1/2023 Union Bank Tax-exempt TAB for Infrastructure Projs City of El Cerrito 12,248,509 N 813,576 813,576 $ 4 Tax Allocation Bonds 2004 B Non-Hsg Bonds Issued On or Before 12/31/10 10/21/2004 7/1/2012 Union Bank Taxable TAB for Redev Projs City of El Cerrito - Y - $ 5 Tax Allocation Bonds 2004 B Hsg Bonds Issued On or Before 12/31/10 10/21/2004 7/1/2023 Union Bank Taxable TAB for L&M Hsg Projs City of El Cerrito 4,914,845 N 203,360 203,360 $ 6 2009-10 SERAF Loan SERAF/ERAF 2/16/2010 11/24/2024 City L&M Housing Fund Funds advanced for SERAF payment City of El Cerrito 995,741 N - - $ 7 2005-06 ERAF Loan SERAF/ERAF 4/17/2006 11/24/2024 City L&M Housing Fund Funds advanced for ERAF payment City of El Cerrito 251,577 N - - $ 8 Accrued Vacation Liability Unfunded Liabilities 2/1/2012 11/24/2024 City of El Cerrito Accrued Vacation Liability of RDA-funded employees City of El Cerrito - Y - - $ 9 Valente Promissory Note Third-Party Loans 3/5/2009 3/5/2024 George Valente Loan for land acquistion City of El Cerrito 3,170,370 N 288,215 288,215 $ 10 Ohlone Gardens Loan Agreement OPA/DDA/Construction 6/24/2009 11/24/2024 Ohlone Gardens LP Undisbursed loan commitment City of El Cerrito - N - $ 11 Eden Housing Loan Agreement OPA/DDA/Construction 5/17/2011 11/24/2024 Eden Housing Undisbursed loan commitment City of El Cerrito - N - $ 12 Cooperation Agreement Project Management Costs 3/7/2011 11/24/2024 El Cerrito MSC Implementation of City of El Cerrito Redevelopment Plan City of El Cerrito - N - $ 13 FY 2012-13 Administrative Allowance Admin Costs 7/1/2012 6/30/2013 City of El Cerrito Administrative Allowance per AB1x26 City of El Cerrito - Y - $ 14 Due Diligence Review Dissolution Audits 9/20/2012 6/30/2014 MGO CPAs Accountant for AB1484 Due Diligence Review City of El Cerrito 12,868 N 12,868 12,868 $ 15 FY 2011-12 Administrative Allowance Admin Costs 2/1/2012 6/30/2012 City of El Cerrito Administrative Allowance per AB1x26 City of El Cerrito - Y - $ 16 Cash Flow Loan Agreement City/County Loans After 6/27/11 2/19/2013 12/31/2013 City of El Cerrito Cash Flow Loan pursuant to H&S Code Section 34173(h) for ROPS III Items and Successor Agency litigation costs funded by City of El Cerrito City of El Cerrito - Y - $ 17 Eden Housing Loan Agreement Pre-DDA Miscellaneous 5/17/2011 11/24/2024 Eden Housing Undisbursed loan commitment for pre- development City of El Cerrito - Y - $ 18 Eden Housing Loan Agreement Post-DDA OPA/DDA/Construction 5/17/2011 11/24/2024 Eden Housing Undisbursed loan commitment contingent on DDA City of El Cerrito 250,000 N 250,000 250,000 $ 19 Cooperation Agreement Project Management Costs 3/7/2011 11/24/2024 El Cerrito MSC Implementation of Redevelopment Plan City of El Cerrito 3,287,000 N 600,000 600,000 $ 20 FY13-14 Administrative Allowance Admin Costs 7/1/2013 6/30/2014 City of El Cerrito Administrative Allowance per AB1x26 City of El Cerrito - Y - $ 21 Cash Flow Loan Agreement City/County Loans After 6/27/11 10/1/2013 6/30/2014 City of El Cerrito Cash Flow Loan pursuant to H&S Code Section 34173(h) for Successor Agency litigation costs funded by City of El Cerrito City of El Cerrito 125,000 N 125,000 125,000 $ Recognized Obligation Payment Schedule (ROPS ) 13-14B - ROPS Detail January 1, 2014 through June 30, 2014 (Report Amounts in Whole Dollars) Item # Payee Description/Project Scope Project Area Total Outstanding Debt or Obligation Retired Funding Source Six-Month Total ect Name / Debt Obliga Obligation Type Contract/Agreement Execution Date Non-Redevelopment Property Tax Trust Fund Contract/Agreement Termination Date ---PAGE BREAK--- A B C D E F G H I J K L M N O P Q R S T U Net SA Non-Admin and Admin PPA Authorized Actual Authorized Actual Authorized Actual Authorized Actual Authorized Available (ROPS III distributed + all other available as of Net Lesser of Authorized/ Available Actual Difference (If M is less than N, the difference is zero) Authorized Available (ROPS III distributed + all other available as of 1/1/13) Net Lesser of Authorized / Available Actual Difference (If R is less than S, the difference is zero) Net Difference (Amount Used to Offset ROPS 13-14B Requested (O + - $ - $ - $ - $ - $ - $ - $ - $ 2,399,899 $ 1,915,879 $ 1,915,879 $ 1,915,879 $ - $ 250,000 $ 159,235 $ 159,235 $ 159,235 $ - $ - $ 1 Tax Allocation Bonds 1997 A 487,125 487,125 487,125 $ 487,125 - $ - $ - $ - $ 2 Tax Allocation Bonds 1998 B 211,013 211,013 211,013 $ 211,013 - $ - $ - $ - $ 3 Tax Allocation Bonds 2004 A 758,114 758,114 758,114 $ 758,114 - $ - $ - $ - $ 4 Tax Allocation Bonds 2004 B Non- Hsg - $ - $ - $ - $ - $ 5 Tax Allocation Bonds 2004 B Hsg 134,888 134,888 134,888 $ 134,888 - $ - $ - $ - $ 6 2009-10 SERAF Loan - $ - $ - $ - $ - $ 7 2005-06 ERAF Loan - $ - $ - $ - $ - $ 8 Accrued Vacation Liability 19,392 19,392 19,392 $ 19,392 - $ - $ - $ - $ 9 Valente Promissory Note 288,215 288,215 288,215 $ 288,215 - $ - $ - $ - $ 10 Ohlone Gardens Loan Agreement 471,152 - - $ - - $ - $ - $ - $ 11 Eden Housing Loan Agreement - $ - $ - $ - $ - $ 12 Cooperation Agreement - $ - $ - $ - $ - $ 13 FY 2012-13 Administrative Allowance - $ - $ 250,000 159,235 159,235 $ 159,235 - $ - $ 14 Due Diligence Review 30,000 17,132 17,132 $ 17,132 - $ - $ - $ - $ 15 FY 2011-12 Administrative Allowance - $ - $ - $ - $ - $ 16 Cash Flow Loan Agreement - $ - $ - $ - $ - $ 17 Eden Housing Loan Agreement Pre-DDA - $ - $ - $ - $ - $ 18 Eden Housing Loan Agreement Post-DDA - $ - $ - $ - $ - $ 19 Cooperation Agreement - $ - $ - $ - $ - $ 20 FY13-14 Administrative Allowance - $ - $ - $ - $ - $ Reserve Balance (Includes Other Funds and Assets DDR Other Funds Recognized Obligation Payment Schedule (ROPS) 13-14B - Report of Prior Period Adjustments ROPS III Successor Agency (SA) Self-reported Prior Period Adjustments (PPA):Pursuant to HSC Section 34186 SAs are required to report the differences between their actual available funding and their actual expenditures for the ROPS III (July through December 2013) period. The amount of Redevelopment Property Tax Trust Fund approved for the ROPS 13-14B (January through June 2014) period will be offset by the SA’s self-reported ROPS III prior period adjustment. HSC Section 34186 also specifies that the prior period adjustments self-reported by SAs are subject to audit by the county auditor-controller (CAC) and the State Controller. Item # Project Name / Debt Obligation Expenditures Non-Admin Expenditures Admin LMIHF (Includes LMIHF Due Diligence Review Bond Proceeds ---PAGE BREAK--- Item # Notes/Comments 1 None 2 Total Outstanding Debt amount corrected 3 Total Outstanding Debt amount corrected 4 Debt retired 5 Total Outstanding Debt amount corrected 6 Payment commences ROPS 14-15A 7 Payment commences ROPS 14-15A 8 Obligation paid in full on ROPS 13-14A 9 Total Outstanding Debt amount corrected 10 Obligation paid in full on ROPS 13-14A 11 Approved by Oversight Board, but disapproved by DOF 12 Approved by Oversight Board, but disapproved by DOF 13 Obligation partially paid on ROPS III, balance paid through City Cash Flow Loan Agreement (see line 16) 14 Obligation partially paid on ROPS III, balance remains an obligation on ROPS 13-14B 15 Obligation paid in full on ROPS I 16 Obligation paid in full on ROPS 13-14A 17 Obligation paid in full on ROPS 13-14A 18 Execution of DDA anticipated prior to end of ROPS 13-14B period 19 Outstanding obligation being retained on ROPS 13-14B 20 Obligation paid in full on ROPS 13-14A 21 New H&S Code Section 34173(h) Cash Flow Loan Agreement to reimburse City of El Cerrito for Successor Agency's litigation expenses incurred prior to and during ROPS 13-14B period Recognized Obligation Payment Schedule 13-14B - Notes January 1, 2014 through June 30, 2014