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CITY OF STOCKTON STOCKTON SUCCESSOR AGENCY OVERSIGHT BOARD

AGENDA

September 25, 2013 11:00 AM

Council Chamber- City Hall 425 N. El Dorado Street, Stockton CA

September 25, 2013

I. Roll Call

II. Pledge

Ill. Minutes

Paul Sensibaugh, Chair

Kathy Miler, Vice Chair

MEMBERS Shabbir Khan Gary Lambdin

Erin Mettler Raquel Puentes-Griflith

James Thomas

Alternate Members James Foley

Vacant

RECORDING SECRETARY

Bonnie Paige, City Clerk

OFFICE OF THE CITY CLERK 425 N. El Dorado Street

Stockton, CA 95202

(209) 937-8458

A. Minutes of the meeting June 26,2013

11:00AM

IV. General Administration

A. Introduction of New Member

B. Comments by the Board and Staff

V. New Business

A. Approval of the Two Loans from the City of Stockton to the Successor Agency to the Former Redevelopment Agency of the City of Stockton

B. Adoption of Recognized Obligation Payment Schedule

VI. Public Comments

VII. Adjournment

MINUTES STOCKTON SUCCESSOR AGENCY OVERSIGHT BOARD

MEETING OF JUNE 26, 2013

I. Roll Call 11 :00 AM

Roll Call 11 :00 AM Present:

11 :00 AM , STOCKTON, CALIFORNIA

Shabbir Khan, San Joaquin County Treasurer-Tax Collector Gary Lambdin, Trustee of San Joaquin County Mosquito and Vector Control District Erin Mettler, Program Manager Ill Raquel Puentes-Griffith, Controller of San Joaquin Delta College Kathy Miller, Vice Chair Paul Sensibaugh, Chair

Absent: James Thomas, Deputy Superintendent of Education.

II. Pledge 11 :00 AM

Vice Chair Miller led the pledge to the flag.

Ill. Minutes 11 :00 AM

A. Minutes of the meeting February 27, 2013. 11 :00 AM

Minutes

Motion: Approve the minutes of the meeting February 27,2013.

Moved by: Gary Lambdin, Trustee of San Joaquin County Mosquito and Vector Control District, seconded by Kathy Miller, Vice Chair.

Vote: Motion carried 6-0

Yes: Shabbir Khan, San Joaquin County Treasurer-Tax Collector, Gary Lambdin, Trustee of San Joaquin County Mosquito and Vector Control District, Erin Mettler, Program Manager Ill , Raquel Puentes-Griffith, Controller of San Joaquin Delta College, Kathy Miller, Vice Chair, and Paul Sensibaugh, Chair. · Absent:James Thomas, Deputy Superintendent of Education.

IV. General Administration 11:01 AM

A. Comments by the Board and Staff 11 :01 AM

Stockton Successor Agency Oversight Board June 26, 2013 Page 1 of3

Kurt Wilson, Deputy City Manager/Interim Director of Economic Development reported that staff is moving to replace lead role in the Economic Development Department.

B. Due Diligence Review Update 11 :02 AM

Laverna Blanco, Program Manager, Economic Development Department provided an update regarding the due diligence review; Auditors onsite working on the reviews; drafts of the reviews are expected to be completed by July and ready to be submitted in August; staff to provide to the Oversight Board an update as soon as a timeframe for the public session can be established, 5 business days later to schedule an Oversight Board meeting for approval/comments

Chair Sensibaugh asked regarding the plan that needs to be submitted with respect to the Capital Improvements.

Ms. Blanco reported staff is meeting with Department of Finance to negotiate a resolution on the true-up amounts.

V. New Business 11 :05 AM

A. Adoption of the 2013-2014 Administrative Budget for the Successor Agency to the Former Stockton Redevelopment Agency 11 :05 AM

Staff Report

Ms. Blanco provided the staff report to the Board; overall annual budget $750,000

Board Members posed questions to staff regarding the following:

- legal expense -projections; 2013-14 proposed budget; administrative budget; keeping track of staff time with regard to this Board - ending projections - clarification of dates listed on report - General Fund transfer of $750,000 - tracking of funds for possible reimbursement; appropriation - overhead costs/indirect costs - receipt of estimated revenue from the County

Motion: Approve an annual Administrative Budget for the 2013-2014 fiscal year and approving certain related actions

Moved by: Erin Mettler, Program Manager Il l, seconded by Kathy Miller,

Stockton Successor Agency Oversight Board June 26, 201 3 Page 2 of3

Vice Chair.

Vote: Motion carried 7-0

Yes: Shabbir Khan, San Joaquin County Treasurer-Tax Collector, Gary Lambdin, Trustee of San Joaquin County Mosquito and Vector Control District, Erin Mettler, Program Manager Ill , Raquel Puentes-Griffith, Controller of San Joaquin Delta College, Jane Steinkamp, County Superintendent of Schools (Alternate), Kathy Miller, Vice Chair, and Paul Sensibaugh, Chair. Absent:James Thomas, Deputy Superintendent of Education.

Resolution 2013-06-26-01

VI. Public Comments 11:16 AM

None.

VII. Adjournment 11:17 AM

~o~· BONNIE PAIGE fP CITY CLERK OF THE CITY OF STOCKTON

Stockton Successor Agency Oversight Board June 26, 20 l3 Page 3 of3

September 25, 2013

TO: Chairperson and Members of the Stockton Successor Agency Oversight Board

FROM: Bob Deis, City Manager/Executive Director Successor Agency of the Stockton Redevelopment Agency

SUBJECT: APPROVAL OF TWO LOANS FROM THE CITY OF STOCKTON TO THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF STOCKTON

RECOMMENDATION

It is recommended that the Stockton Successor Agency Oversight Board ("Oversight Board") adopt a resolution approving two loan agreements between the City of Stockton and the Successor Agency to the former Redevelopment Agency of the City of Stockton (Exhibits 1 and 2 to the Resolution) as authorized under Health and Safety Code Section 34173 (h).

Summary

The Successor Agency to the former Redevelopment Agency of the City of Stockton ("Successor Agency") is required to wind down the affairs of the former Redevelopment Agency of the City of Stockton, and depends on the receipt of tax increment to carry out these responsibilities. Tax increment funds have not been sufficient to pay all enforceable obligations.

As a result, the City has provided a subsidy for administrative, property maintenance, and legal costs. Health and Safety Code section 34173 (h) allows the City to loan funds to the Successor Agency for such expenses. The loan creates an enforceable obligation, and provides an opportunity for the City to recapture funds provided to the Successor Agency. The Oversight Board must approve the loans in order for the obligations to be listed on the Recognized Obligation Payment Schedule (''ROPS").

DISCUSSION

Background

On June 28, 2011 and June 27, 2012, Governor Brown signed into law, Assembly Bills x1 26 and 1484 ("AB x1 26" and "AB 1484"). AB x1 26 dissolved all existing California redevelopment agencies and allowed each city or county, as applicable, to establish itself as the successor agency to its redevelopment agency. The City of Stockton elected to become the Successor Agency and is responsible for winding down the activities of its former redevelopment agency.

September 25, 2013

APPROVAL OF TWO LOANS FROM THE CITY OF STOCKTON TO THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF STOCKTON (Page 2 of 3)

AB 1484 added language authorizing cities that had created redevelopment agencies to loan funds to the successor agency for administrative costs, enforceable obligations, or project-related expenses at the city's discretion, provided that the receipt and use of these funds is reflected on the ROPS or the administrative budget of the successor agency. Health and Safety Code Section 34173 (h) states that an enforceable obligation is created for the repayment of such a loan.

The loan agreement will allow the Successor Agency to borrow funds from the City, but only to the extent the funds are necessary for administrative and operating costs, and enforceable obligations, excluding debt service.

The City of Stockton, by Resolution No. 11-0251 , elected to become the Successor Agency to its former Redevelopment Agency. The Successor Agency became operative on February 1, 2012, and is responsible for ensuring that obligations of the former Redevelopment Agency are met. Enforceable obligation payments are listed on the ROPS semi-annually and are reviewed by State and County offices. If items are denied, a successor agency may request to meet and confer with the Department of Finance.

AB x1 26 required the establishment of an Oversight Board to direct and or approve the actions of the Successor Agency. The Board held its first meeting on April 24, 2012. This Board will remain in operation until July 1, 2016. On that date, a new Oversight Board will be appointed to oversee all of the successor agencies within the County.

Present Situation

The Successor Agency is not receiving sufficient Redevelopment Property Tax Trust Funds ("RPTIF"- tax increment), to cover the Successor Agency's costs for the administration and unwinding of the former Redevelopment Agency's affairs. The City approved a general fund subsidy of $1,036,248 in Fiscal Year (FY) 2012/13, and $750,000 in FY 2013/14.

The unaudited general fund backfill for administrative and operating costs during FY 2012/13 was $407,533, and the approved general fund subsidy for FY 2013/14 is $750,000. The loan agreements will allow the Successor Agency to borrow funds from the City to the extent funds are necessary for the Successor Agency to meet its obligations for fiscal years 2012/13 and 2013/14 (excluding debt service). The funding provided allows the Successor Agency to carry out its responsibility for unwinding the activities of the former Redevelopment Agency.

Pursuant to Health and Safety Code section 34173 (h), the loan agreements will create enforceable obligations, and must be included on the ROPS. The loan agreements must be approved by the Board.

September 25, 2013

APPROVAL OF TWO LOANS FROM THE CITY OF STOCKTON TO THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF STOCKTON (Page 3 of 3)

FINANCIAL SUMMARY

The loan agreements must be approved in order to be listed as enforceable obligations on the ROPS. This will allow the Successor Agency to repay the City's general fund .

Respectfully submitted,

/ L_.---------

~808 DEIS, CITY MANAGER/EXECUTIVE DIRECTOR SUCCESSOR AGENCY TO THE STOCKTON REDEVELOPMENT AGENCY

BD:MR:LB:slw

::ODMA\GRPWISE\COS.HRD.HRD_Library:114158.1

Resolution No.

STOCKTON SUCCESSOR AGENCY OVERSIGHT BOARD

RESOLUTION APPROVING LOAN AGREEMENTS WITH THE CITY OF STOCKTON AND THE SUCCESSOR AGENCY TO THE FORMER RDEVELOPMENT AGENCY OF THE CITY OF STOCKTON, AND APPROVING CERTAIN RELATED ACTIONS

The Redevelopment Agency in the City of Stockton (“Redevelopment Agency”) was duly created pursuant to the California Community Redevelopment Law (Part 1 [commencing with Section 33000] of Division 24 of the California Health and Safety Code) (“Redevelopment Law”); and

On June 28, 2011, the Governor of California signed into law Assembly Bill x1 26 (“AB x1 26”) and Assembly Bill 27 (“AB 27”) making certain changes to the Redevelopment Law, including adding Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section 34170) (“Part 1.85”) to Division 24 of the California Health and Safety Code (“Health and Safety Code”); and On December 29, 2011, the Supreme Court upheld AB x1 26 as constitutional and invalidated AB 27 (California Redevelopment Association, et al. v. Matosantos, et al., Case No. S194861) and generally reformed and revised the effective dates and deadlines for performance of obligations under Health and Safety Code Part 1.85; and

As a result of the ruling, on February 1, 2012, all California redevelopment agencies were dissolved and each city or county was allowed to establish itself as the successor agency to its redevelopment agency pursuant to Health and Safety Code section 34173; and

Pursuant to Part 1.85, the City Council adopted Resolution No. 11-0251 on August 23, 2011, allowing the City to serve as the successor agency to the former Redevelopment Agency of the City of Stockton (“Successor Agency”) upon dissolution of the Redevelopment Agency; and

Successor agencies are tasked with paying, performing, and enforcing the enforceable obligations of the former redevelopment agencies and winding down the affairs of the former redevelopment agencies; and

On June 27, 2012, the Governor of California signed into law Assembly Bill 1484 (“AB 1484”) which imposes new tasks, deadlines, and penalties on successor agencies and their sponsoring City and/or County; and

Health and Safety Code Section 34173(h) authorizes the city that created a redevelopment agency to loan funds to its successor agency for administrative costs, enforceable obligations or project-related expenses at the city’s discretion, provided that the receipt and use of these funds is reflected on the Recognized Obligation Payment

Resolution No. OB 2013-09-25-01

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Schedule or the administrative budget of the successor agency. Section 34173(h) says that an enforceable obligation is created for the repayment of such a loan; and

The Successor Agency is not receiving sufficient property tax revenue for administrative costs, project-related expenses, and enforceable obligations; and

The loan agreements, for administrative costs, project-related expenses, and enforceable obligations, excluding debt service, which are consistent with the requirements of the Health and Safety Code and other applicable law, are attached to this Resolution as Exhibit “1” and Exhibit “2”; and

This Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq., hereafter the “Guidelines”), and the City’s environmental guidelines; and

This Resolution is not a “project” for purposes of CEQA, as that term is defined by Guidelines section 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per section 15378(b)(5) of the Guidelines; and

All of the prerequisites with respect to the approval of this Resolution have been met; now, therefore,

BE IT RESOLVED BY THE STOCKTON SUCCESSOR AGENCY OVERSIGHT BOARD, AS FOLLOWS:

1. The foregoing is true and correct, is a substantive part of this Resolution, and all prerequisites to its adoption have occurred.

2. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any rights the Successor Agency may have to challenge the effectiveness and/or legality of all or any portion of AB x1 26 or AB 1484 through administrative or judicial proceedings.

3. The Oversight Board hereby approves the loan agreements, attached hereto as Exhibit 1 and 2, and incorporated herein by this reference, to preserve its rights to make payments as authorized under Health and Safety Code section 34173(h).

4. The Successor Agency determines that this Resolution is not a “project” for purposes of CEQA, as that term is defined by Guidelines section 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per section 15378(b)(5) of the Guidelines.

5. This Resolution shall take effect five (5) business days following the date of its adoption.

6. The Executive Director, or designee, is hereby authorized to take such actions as are necessary and appropriate to comply with Health and Safety Code section 34173(h) and to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED .

__________________________ PAUL SENSIBAUGH, Chair

of the Stockton Successor Agency Oversight Board ATTEST: BONNIE PAIGE, Secretary of the Stockton Successor Agency Oversight Board ::ODMA\GRPWISE\COS.HRD.HRD_Library:114155.1

EXHIBIT 1

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) is entered into effective as of ________ (“Effective Date”) by and between the Successor Agency to the Former Redevelopment Agency of the City of Stockton, existing under the laws of the State of California (the “Successor Agency”) and the City of Stockton, California, a municipal corporation (the “City”).

RECITALS A. On August 23, 2011, the City Council designated itself as the Successor Agency to the former Redevelopment Agency of the City of Stockton, pursuant to the Community Redevelopment Law, California Health and Safety Code section 33000 et seq. B. California Health and Safety Code section 34173(h) authorizes the City that created a Redevelopment Agency to loan funds to its successor agency for administrative costs, enforceable obligations or project-related expenses at the city’s discretion, provided that the receipt and use of these funds is reflected on the Recognized Obligation Payment Schedule ( the “ROPS”) or the administrative budget of the successor agency. Section 34173(h) says that an enforceable obligation is created for the repayment of such a loan. C. The City and Successor Agency now desire to enter into a loan agreement pursuant to Section 34173(h) as described above, for the purposes of paying for the administrative costs, enforceable obligations and project-related expenses, excluding debt service, incurred by the City in its capacity as Successor Agency. Without a loan, the Successor Agency would have no ability to meet its enforceable obligations. D. The Agreement shall cover the second and third ROPS periods which includes enforceable obligations paid between July 1, 2012 and June 30, 2013. D. The Successor Agency and the City have each determined that the loan pursuant to the terms of this Agreement is in the interests of the health, safety and welfare of the residents of the City.

NOW, THEREFORE, the Successor Agency and the City agree as follows:

1. Loan. The City agrees to loan to the Successor Agency, and the Agency agrees to borrow from and repay to City an amount not to exceed $450,000 (the “Loan”) upon the terms and conditions and for the purposes set forth in this Agreement.

2. Interest Rate; Maturity Date; Prepayment. Interest shall accrue on the outstanding principal balance of the Note at a rate equal to the Local Agency Investment Fund Rate, commencing upon the date of disbursement of the Loan proceeds and continuing until the Note is paid in full. 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 June 30, 2014 (the “Maturity 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. The repayment of debt pursuant to the Loan shall occur in accordance with Section 34171(d)(1)(B) and take precedence over, and be paid before, other enforceable

EXHIBIT 1

obligations. If the Successor Agency is unable to repay the loan in full, interest will continue to accrue and become payable from the following ROPS period. 3. Use of Loan Proceeds. The Loan proceeds shall be used solely for the pay, costs and benefits of administrative, legal and audit services provided to the Successor Agency, project-related expenses, and enforceable obligations excluding debt service. The loan shall not be used to pay court ordered attorney fees or settlements to third party litigants. Any funds not used for the purposes described herein shall be paid back to City in accordance with the terms of this Agreement.

4 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. 5. 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.

6. Non-Liability of Officials, Employees and Agents. No member, official, employee or agent of the Agency shall be personally liable to City in the event of any default or breach by the Agency, or for any amount of money which may become due to City or its successor, or for any obligation of Agency under this Agreement. 7. No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement. 8. Headings. 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. 9. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to principles of conflicts of law.

10. Recitals. The Recitals set forth above are hereby incorporated into this Agreement as though fully set forth herein.

11. Remedies. If either Party breaches any of its obligations hereunder, the other Party shall have all remedies for such breach available at law or in equity, including without limitation, damages, and the right to compel the defaulting party to specifically perform its obligations under this Agreement. 12. Severability. 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.

14. Entire Agreement. This Agreement, together with the Note contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto.

15. Notices. Notices delivered pursuant to this Agreement shall be delivered

personally or by first class mail to the Parties at the addresses set forth below or such other address as a Party may designate in writing by notice delivered to the other Party.

EXHIBIT 1

Agency: Successor Agency to the former Redevelopment Agency of the City of Stockton

425 North El Dorado Street Stockton, CA 95202

Attention: Executive Director

City: City of Stockton 425 North El Dorado Street

Stockton, CA 95202 Attention: City Manager

IN WITNESS WHEREOF, the Parties have executed this Loan Agreement as of the date first written above. SUCCESSOR AGENCY OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF STOCKTON

By: _______________________ Executive Director

Attest:____________________ Agency Secretary

Approved as to form: _____________________________ Agency Counsel CITY OF STOCKTON

By: _________________________ City Manager

Attest:_______________________ City Clerk

Approved as to form: _____________________________ City Attorney

EXHIBIT 2

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) is entered into effective as of ________ (“Effective Date”) by and between the Successor Agency to the Former Redevelopment Agency of the City of Stockton, existing under the laws of the State of California (the “Successor Agency”) and the City of Stockton, California, a municipal corporation (the “City”).

RECITALS A. On August 23, 2011, the City Council designated itself as the Successor Agency to the former Redevelopment Agency of the City of Stockton, pursuant to the Community Redevelopment Law, California Health and Safety Code section 33000 et seq. B. California Health and Safety Code section 34173(h) authorizes the City that created a Redevelopment Agency to loan funds to its successor agency for administrative costs, enforceable obligations or project-related expenses at the city’s discretion, provided that the receipt and use of these funds is reflected on the Recognized Obligation Payment Schedule ( the “ROPS”) or the administrative budget of the successor agency. Section 34173(h) says that an enforceable obligation is created for the repayment of such a loan. C. The City and Successor Agency now desire to enter into a loan agreement pursuant to Section 34173(h) as described above, for the purposes of paying for the administrative costs, enforceable obligations and project-related expenses, excluding debt service, incurred by the City in its capacity as Successor Agency. Without a loan, the Successor Agency would have no ability to meet its enforceable obligations. D. The Agreement shall cover the ROPS 13-14A and ROPS 13-14B periods which includes enforceable obligations paid between July 1, 2013 and June 30, 2014. D. The Successor Agency and the City have each determined that the loan pursuant to the terms of this Agreement is in the interests of the health, safety and welfare of the residents of the City.

NOW, THEREFORE, the Successor Agency and the City agree as follows:

1. Loan. The City agrees to loan to the Successor Agency, and the Agency agrees to borrow from and repay to City an amount not to exceed $750,000 (the “Loan”) upon the terms and conditions and for the purposes set forth in this Agreement.

2. Interest Rate; Maturity Date; Prepayment. Interest shall accrue on the outstanding principal balance of the Note at a rate equal to the Local Agency Investment Fund Rate, commencing upon the date of disbursement of the Loan proceeds and continuing until the Note is paid in full. 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 June 30, 2015 (the “Maturity 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. The repayment of debt pursuant to the Loan shall occur in accordance with Section 34171(d)(1)(B) and take precedence over, and be paid before, other enforceable

EXHIBIT 2

obligations. If the Successor Agency is unable to repay the loan in full, interest will continue to accrue and become payable from the following ROPS period. 3. Use of Loan Proceeds. The Loan proceeds shall be used solely for the pay, costs and benefits of administrative, legal and audit services provided to the Successor Agency, project-related expenses, and enforceable obligations excluding debt service. The loan shall not be used to pay court ordered attorney fees or settlements to third party litigants. Any funds not used for the purposes described herein, shall be paid back to City in accordance with the terms of this Agreement.

4 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. 5. 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.

6. Non-Liability of Officials, Employees and Agents. No member, official, employee or agent of the Agency shall be personally liable to City in the event of any default or breach by the Agency, or for any amount of money which may become due to City or its successor, or for any obligation of Agency under this Agreement. 7. No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement. 8. Headings. 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. 9. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to principles of conflicts of law.

10. Recitals. The Recitals set forth above are hereby incorporated into this Agreement as though fully set forth herein.

11. Remedies. If either Party breaches any of its obligations hereunder, the other Party shall have all remedies for such breach available at law or in equity, including without limitation, damages, and the right to compel the defaulting party to specifically perform its obligations under this Agreement. 12. Severability. 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.

14. Entire Agreement. This Agreement, together with the Note contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto.

15. Notices. Notices delivered pursuant to this Agreement shall be delivered

personally or by first class mail to the Parties at the addresses set forth below or such other address as a Party may designate in writing by notice delivered to the other Party.

EXHIBIT 2

Agency: Successor Agency to the former Redevelopment Agency of the City of Stockton

425 North El Dorado Street Stockton, CA 95202

Attention: Executive Director

City: City of Stockton 425 North El Dorado Street

Stockton, CA 95202 Attention: City Manager

IN WITNESS WHEREOF, the Parties have executed this Loan Agreement as of the date first written above. SUCCESSOR AGENCY OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF STOCKTON

By: _______________________ Executive Director

Attest:____________________ Agency Secretary

Approved as to form: _____________________________ Agency Counsel CITY OF STOCKTON

By: _________________________ City Manager

Attest:_______________________ City Clerk

Approved as to form: _____________________________ City Attorney

September 25, 2013

TO: Chairperson and Members of the Stockton Successor Agency Oversight Board

FROM: Bob Deis, City Manager/Executive Director Successor Agency of the Stockton Redevelopment Agency

SUBJECT: ADOPTION OF A RECOGNIZED OBLIGATION PAYMENT SCHEDULE

RECOMMENDATION

It is recommended that the Stockton Successor Agency Oversight Board (Oversight Board) adopt a resolution approving the Recognized Obligation Payment Schedule for the period of January 1 through June 30, 2014, (Exhibit 1 to the Resolution) as required under Health and Safety Code Section 34177 (m).

Summary

The Successor Agency is required to submit a Recognized Obligation Payment Schedule before each six-month fiscal period. The ROPS for January 1 through June 30,2014 (ROPS 13-14B), is due by October 1, 2013.

The ROPS continues to include all enforceable obligations of the former Redevelopment Agency of the City of Stockton. The ROPS 13-14B format has been modified by the State Department of Finance, and now includes available fund balances. Staff has updated the outstanding balances for enforceable obligations, and added obligations as allowed in Assembly Bills x1 26 and 1484 ("AB x1 26" and "AB 1484").

DISCUSSION

Background

On June 28, 2011 and June 27, 2012, Governor Brown signed into law, AB x1 26 and AB 1484. AB x1 26 dissolved all existing California redevelopment agencies and allowed each city or county, as applicable, to establish itself as the successor agency to its redevelopment agency. The City of Stockton, by Resolution No. 11-0251, elected to become the Successor Agency to the former Redevelopment Agency of the City of Stockton. The Successor Agency became operative on February 1, 2012, and is responsible for ensuring that obligations of the former Redevelopment Agency are met.

AB x1 26 also required the establishment of an Oversight Board to direct and or approve actions of Successor Agency. The Board held its first meeting on April 24, 2012. This Board will remain in operation until July 1, 2016. On that date, only one Oversight Board will be appointed to oversee all successor agencies within the County.

September 25, 2013

ADOPTION OF A RECOGNIZED OBLIGATION PAYMENT SCHEDULE (Page 2 of 4)

AB 1484 imposed new tasks, deadlines, and penalties on successor agencies and their sponsoring city or county. To avoid penalties, the ROPS must be submitted at least ninety (90) days before the January 2 and June 1 distribution of property tax revenues, now called Redevelopment Property Tax Trust Fund ("RPTTF"). The ROPS must list all enforceable obligations of the former Redevelopment Agency payable during the upcoming six-month fiscal period, and be approved by the Oversight Board. It is also subject to review by State and County offices. If items are denied, a successor agency may request to meet and confer with the State Department of Finance.

Present Situation

ROPS 13-14B must be approved by the Board and submitted to the State Department of Finance, County Auditor-Controller, State Controller, and posted online by October 1, 2013. If an approved ROPS is not submitted by the due date, the city and/or county that sponsored the former redevelopment agency is subject to a civil penalty of $10,000 per day. In addition, the maximum administrative cost allowance of the Successor Agency may be reduced by 25 percent. The administrative cost allowance is up to three percent of the Redevelopment Obligation Retirement Fund money allocated to the Successor Agency each year. The minimum allowance is $250,000. On June 26, 2013, the Board approved the annual administrative budget for Fiscal Year 2013-14.

ROPS 13-14B lists enforceable obligations payable January 1 through June 30, 2014. Enforceable obligations include:

• Bonds. A reserve may be held when required by the bond indenture or when the next property tax allocation will be insufficient for the next payment due in the following half of the calendar year.

• Loans that are legally required to be repaid pursuant to a repayment schedule or other mandatory loan terms.

• Payments required by the federal government, preexisting obligations to the state, obligations imposed by state law, or legally enforceable payments required in connection with the agencies' employees.

• Judgments or settlements entered by a competent court of law or binding arbitration decisions against the former redevelopment agency.

• Any legally binding and enforceable agreement or contract.

• Contracts or agreements necessary for the administration or operation of the successor agency, including agreements concerning litigation expenses related

September 25, 2013


to assets or obligations, judgments and settlements, and costs of maintaining assets prior to disposition.

• Amounts borrowed from or payments owing to the Low and Moderate Income Housing Fund.

Enforceable obligations do not include agreements, contracts, or arrangements between the City and the former Redevelopment Agency. However, written agreements for the purpose of securing or repaying those obligations which were entered into at the time of issuance of indebtedness, prior to December 31, 2010, may be deemed an enforceable obligation.

AB 1484 added language authorizing a city that created a redevelopment agency to loan funds to its successor agency for administrative costs, enforceable obligations, or project-related expenses at the city's discretion, provided that the receipt and use of these funds is reflected on the ROPS or the administrative budget of the successor agency, and further states that an enforceable obligation is created for the repayment of the loan.

Redevelopment Property Tax Trust Fund (RPTTF)

The ROPS template requires a prior period comparison of estimated payments and actual payments made with RPTTF. The upcoming disbursement of RPTTF will be adjusted to account for the difference.

The County Auditor Controller must provide an estimate of RPTTF available for allocation at least sixty (60) days prior to the distribution date. If the Successor Agency determines that funds are insufficient to meet all obligations on the ROPS, it must report its findings by December 1 for the January 2 disbursement of RPTTF, and by May 1 for the June 1 disbursement.

RPTTF was not sufficient to make all debt service payments in September 2013, which were included on the previous ROPS 13-14A. The Successor Agency filed notices with the County Auditor Controller and stakeholders as required. As a result of the prior debt service shortfall, the ROPS now includes obligations for the replenishment of bond reserves.

Staff expects RPTTF to cover the March 2014 interest-only debt service payments, and any excess RPTTF will be reserved for the higher principal and interest payments due during the next ROPS reporting period. ROPS 13-148 requests funding for all enforceable obligations due within the six-month reporting period, retention of funds for debt service payments due in the following period, and the replenishment of reserves as required in the bond loan agreements.

September 25, 2013


After the County estimate is received, staff will determine if funding will be sufficient to cover enforceable obligations due during the ROPS reporting period. If anticipated funding is not sufficient, staff will file a notice of insufficient funds as required under AB x1 26. Deficiencies are deducted first from the taxing entities that would have received any remaining property tax revenues, then from the Successor Agency's administrative cost allowance, and finally from any pass through agreements that were subordinate to debt service payments.

The recommendation is to approve the ROPS 13-14B, for the period covering January 1 through June 30, 2014. Staff will return in February 2014 with a recommendation to approve a ROPS for the next six-month fiscal period.

FINANCIAL SUMMARY

The ROPS must be filed in order for the Successor Agency to receive the January 2, 2014, distribution of RPTTF dollars to pay obligations listed on the ROPS.

Respectfully submitted,

/ ;__,.~---------

~BOB DEIS, CITY MANAGER/EXECUTIVE DIRECTOR SUCCESSOR AGENCY TO THE STOCKTON REDEVELOPMENT AGENCY

BD:MR:LB:slw

::ODMA\GRPWISE\COS.HRD.HRD_Library:1141 52.1

Resolution No.

STOCKTON SUCCESSOR AGENCY OVERSIGHT BOARD

RESOLUTION APPROVING A RECOGNIZED OBLIGATION PAYMENT SCHEDULE AND APPROVING CERTAIN RELATED ACTIONS

The Redevelopment Agency (“Redevelopment Agency”) for the City of Stockton (“City”) was duly created pursuant to the California Community Redevelopment Law (Part 1 [commencing with Section 33000] of Division 24 of the California Health and Safety Code) (“Redevelopment Law”); and

On June 28, 2011, the Governor of California signed into law Assembly Bill x1 26 (“AB x1 26”) and Assembly Bill 27 (“AB 27”) making certain changes to the Redevelopment Law, including adding Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section 34170) (“Part 1.85”) to Division 24 of the California Health and Safety Code (“Health and Safety Code”); and On December 29, 2011, the Supreme Court upheld AB x1 26 as constitutional and invalidated AB 27 (California Redevelopment Association, et al. v. Matosantos, et al., Case No. S194861) and generally reformed and revised the effective dates and deadlines for performance of obligations under Health and Safety Code Part 1.85; and

As a result of the ruling, on February 1, 2012, all California redevelopment agencies were dissolved and each city or county was allowed to establish itself as the successor agency to its redevelopment agency pursuant to Health and Safety Code section 34173; and

On August 23, 2011, pursuant to Part 1.85, the Stockton City Council adopted Resolution No. 11-0251, allowing the City to serve as the successor agency to the former Redevelopment Agency of the City of Stockton (“Successor Agency”) upon dissolution of the Redevelopment Agency; and

Successor agencies are tasked with paying, performing, and enforcing the enforceable obligations of the former redevelopment agencies and winding down the affairs of the former redevelopment agencies; and

Pursuant to Health and Safety Code section 34177(l)(1), the Successor Agency is required to prepare a Recognized Obligation Payment Schedule (“ROPS”) prior to each six-month fiscal period; and

For each recognized obligation, the ROPS must identify one or more of the following sources of payment: (i) Low and Moderate Income Housing Funds, (ii) bond proceeds, (iii) reserve balances, (iv) administrative cost allowance, and (v) the Redevelopment Property Tax Trust Fund but only to the extent no other funding source is available or when payment from property tax revenues is required by an enforceable obligation or by the provision of Part 1.85 of AB x1 26; and

Resolution No. OB 2013-09-25-02

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Text Box

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On June 27, 2012, the Governor of California signed into law Assembly Bill 1484 (“AB 1484”) which imposes new tasks, deadlines, and penalties on successor agencies and their sponsoring City and/or County; and

Pursuant to AB 1484, the ROPS for January 1 through June 30, 2014, must be approved by the Oversight Board and submitted to the County Auditor-Controller, the State Controller’s Office, California Department of Finance, and posted online no later than October 1, 2013; and

The Successor Agency’s ROPS, which is consistent with the requirements of the Health and Safety Code and other applicable law, is attached to this Resolution as Exhibit “1”; and

This Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq., hereafter the “Guidelines”), and the City’s environmental guidelines; and

This Resolution is not a “project” for purposes of CEQA, as that term is defined by Guidelines section 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per section 15378(b)(5) of the Guidelines; and

All of the prerequisites with respect to the approval of this Resolution have been met; now, therefore,

BE IT RESOLVED BY THE STOCKTON SUCCESSOR AGENCY OVERSIGHT BOARD, AS FOLLOWS:

1. The foregoing is true and correct and is a substantive part of this Resolution and all prerequisites to its adoption have occurred.

2. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any rights the Successor Agency may have to challenge the effectiveness and/or legality of all or any portion of AB x1 26 or AB 1484 through administrative or judicial proceedings.

3. The Oversight Board hereby approves the ROPS, attached hereto as Exhibit 1 and incorporated herein by this reference, to preserve its rights to make payments as authorized under Health and Safety Code section 34177.

4. The Executive Director, or designee, is hereby authorized and directed to submit the ROPS in accordance with Health and Safety Code section 34177(l)(2) .

5. The Successor Agency determines that this Resolution is not a “project” for purposes of CEQA, as that term is defined by Guidelines section 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per section 15378(b)(5) of the Guidelines.

6. This Resolution shall take effect five (5) business days following the date of its adoption.

7. The Executive Director, or designee, is hereby authorized to take such actions as are necessary and appropriate to comply with Health and Safety Code section 34177 and to carry out the purposes and intent of this Resolution.

PASSED, APPROVED, and ADOPTED _September 25, 2013

ATTEST:

BONNIE PAIGE, Secretary of the Stockton Successor Agency Oversight Board

::ODMA\GRPWISE\COS.H RD.HRD __ Library: 114 "153.1

PAUL SENSIBAUGH, Chair of the Stockton Successor Agency Oversight Board .

Name of Successor Agency: Stockton City

Name of County: San Joaquin

Current Period Requested Funding for Outstanding Debt or Obligation

A 117,126$

B -

C -

D 117,126

E 11,237,303$

F 10,910,003

G 327,300

H Current Period Enforceable Obligations (A+E): 11,354,429$

Successor Agency Self-Reported Prior Period Adjustment to Current Period RPTTF Requested Funding

I Enforceable Obligations funded with RPTTF (E): 11,237,303

J -

K 11,237,303$

County Auditor Controller Reported Prior Period Adjustment to Current Period RPTTF Requested Funding

L Enforceable Obligations funded with RPTTF (E): 11,237,303

M -

N 11,237,303

Name Title

/s/

Signature Date

Administrative Costs (ROPS Detail)

Less Prior Period Adjustment (Report of Prior Period Adjustments Column U)

Adjusted Current Period RPTTF Requested Funding (I-J)

Less Prior Period Adjustment (Report of Prior Period Adjustments Column AB)

Adjusted Current Period RPTTF 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) - SummaryFiled for the January 1, 2014 through June 30, 2014 Period

Enforceable Obligations Funded with Non-Redevelopment Property Tax Trust Fund (RPTTF) Funding Sources (B+C+D):

Non-Administrative Costs (ROPS Detail)

Enforceable Obligations Funded with RPTTF Funding (F+G):

Bond Proceeds Funding (ROPS Detail)

Reserve Balance Funding (ROPS Detail)

Other Funding (ROPS Detail)

Six-Month Total

EXHIBIT 1

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

gReview balances

retained for approved

enforceable obligations

RPTTF 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 RPTTF, 1 + 2 should tie to columns L and Q in the Report of Prior Period Adjustments (PPAs) 21,158,199 - - - 21,158,199$

2

Revenue/Income (Actual 06/30/13) Note that the RPTTF amounts should tie to the ROPS III distributions from the County Auditor-Controller 40,879 429,686 5,064,313 125,000 5,659,878$

3

Expenditures for ROPS III Enforceable Obligations (Actual 06/30/13) Note that for the RPTTF, 3 + 4 should tie to columns N and S in the Report of PPAs 593,944 229,051 3,374,191 125,000 4,322,186$

4

Retention of Available Fund Balance (Actual 06/30/13) Note that the Non-Admin RPTTF amount should only include the retention of reserves for debt service approved in ROPS III 20,605,134 200,635 1,690,122 - 22,495,891$

5

ROPS III RPTTF Prior Period Adjustment Note that the net Non-Admin and Admin RPTTF amounts should tie to columns O and T inthe Report of PPAs.

No entry required- - -$

6 Ending Actual Available Fund Balance (1 + 2 - 3 - 4 - 5) -$ -$ -$ -$ -$ -$ -$ -$

ROPS 13-14A Estimate (07/01/13 - 12/31/13)

7Beginning Available Fund Balance (Actual 07/01/13) (C, D, E, G, and I = 4 + 6, F = H4 + F6, and H = 5 + 6) 20,605,134$ -$ -$ 1,690,122$ 200,635$ -$ -$ 22,495,891$

8

Revenue/Income (Estimate 12/31/13)Note that the RPTTF amounts should tie to the ROPS 13-14A distributions from the County Auditor-Controller - - - - - 3,887,620 3,887,620$

9Expenditures for 13-14A Enforceable Obligations(Estimate 12/31/13) 559,183 - - 1,690,122 200,635 3,887,620 6,337,560$

10

Retention of Available Fund Balance (Estimate 12/31/13) Note that the RPTTF amounts may include the retention of reservesfor debt service approved in ROPS 13-14A 20,045,951 - - - - 20,045,951$

11 Ending Estimated Available Fund Balance (7 + 8 - 9 -10) -$ -$ -$ -$ -$ -$ -$ -$

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 (RPTTF) may be listed as a source of payment on the ROPS, but only to the extent no other funding source is available or when payment from property tax revenues is required by enforceable obligation.

Fund Balance Information by ROPS Period

Fund Sources

Comments

Bond Proceeds RPTTF

Total

Reserve Balance

EXHIBIT 1

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 252,515,521$ -$ -$ 117,126$ 10,910,003$ 327,300$ 11,354,429$

1 Low/Mod Housing Bonds Revenue Bonds Issued On or Before 12/31/10

6/1/2003 9/1/2033 Wells Fargo Corporate Trust

2003 Housing COP Low/Mod 19,936,636 N 310,884 310,884$

2 Low/Mod Housing Bonds Revenue Bonds Issued On or Before 12/31/10


2006 Series C - Revenue Bond Low/Mod 47,070,672 N 797,001 797,001$

3 Redevelopment Revenue Bonds Revenue Bonds Issued On or Before 12/31/10


2006 Series A - Revenue Bond Midtown 18,821,325 N 291,713 291,713$



2006 Series A - Revenue Bond South 35,591,288 N 565,769 565,769$



2006 Series A - Revenue Bond North 33,677,850 N 461,775 461,775$



2006 Series B - Revenue Bond Midtown - Y - -$



2006 Series B - Revenue Bond South - Y - -$



2006 Series B - Revenue Bond North - Y - -$



2004 Revenue Bond - Arena Waterfront 78,171,946 N 1,046,773 1,046,773$

10 Low/Mod Housing Bonds Reserves 6/1/2003 9/1/2033 Wells Fargo Corporate Trust

2003 Housing COP: Retention for debt service in following period.

Low/Mod N 685,884 685,884$


2006 Series C - Revenue Bond: Retention for debt service in following period.

Low/Mod N 1,327,001 1,327,001$

12 Redevelopment Revenue Bonds Reserves 7/1/2006 9/1/2037 Wells Fargo Corporate Trust

2006 Series A - Revenue Bond: Retention for debt service in following period.

Midtown N 516,713 516,713$



South N 1,500,769 1,500,769$



North N 461,775 461,775$


2006 Series B - Revenue Bond: Retention for debt service in following period.

Midtown Y - -$


2006 Series B - Revenue Bond: Retention for debt service in following period.

North Y - -$


2004 Revenue Bond - Arena: Retention for debt service in following period.

Waterfront Y 1,636,773 1,636,773$

18 State Debt Third-Party Loans 11/15/2001 8/1/2012 State Department of Boating and Waterways

DBAW Planning Loan Waterfront 34,964 N - -$

19 Fee Deferral Fees 11/26/2002 8/12/2058 Public Facility Fees Development Impact fees for 612 Carlton Ave

Midtown 143,954 N - -$

20 Fee Deferral - WorkNet Office Bldg Fees 8/4/2004 8/4/2059 Public Facility Fees Development Impact fees for Worknet Office Building

Waterfront 196,950 N - -$

21 Fee Deferral - Cineplex Fees 8/29/2003 8/29/2013 Public Facility Fees Development Impact fees for Cineplex project


22 Agency Vs. Union Oil Litigation 9/28/2004 Brown & Winters and/or Union Oil

Union Oil Dispute Re: Ground Water Contamination

Waterfront 2,000,000 N 10,000 10,000$

Recognized Obligation Payment Schedule (ROPS ) 13-14B - ROPS DetailJanuary 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 TotalProject Name / Debt Obligation Obligation TypeContract/Agreement

Execution Date

RPTTF Non-Redevelopment Property Tax Trust Fund

(Non-RPTTF)

Contract/Agreement Termination Date

EXHIBIT 1


Bond Proceeds Reserve Balance Other Funds Non-Admin Admin




Funding Source


Execution Date


(Non-RPTTF)


23 Price Vs. City of Stockton Litigation 1/9/2006 12/31/2010 California Rural Legal Assistance

Tenant relocation assistance $1,455,000: $460,652 expended, remaining obligation $994,348. Replacement of 185 housing units: 146 completed, remaining obligation 39 units @ 30% of AMI (estimated cost $4M). *Subject to final determination by the parties.

Low/Mod 4,994,348 N - -$

24 Civic Partners Litigation 6/25/2005 Freeman, D’Aiuto, Pierce, Gurev, Keeling & Wolf

Developer Claims RDA Breached Contract (Estimated legal defense costs)

Waterfront 3,000,000 N 10,000 10,000$

25 Agency vs. BNSF Litigation 6/27/2005 Brown & Winters Contamination at Worknet Site & Southpointe (Estimated litigation costs)

Waterfront 750,000 N 10,000 10,000$

26 Agency vs. BNSF Litigation 6/27/2005 Barg Coffin Lewis & Trapp LLP

Contamination at Worknet Site & Southpointe Settlement Agreement

Waterfront 64,456 N 64,456 64,456$

27 Agency vs. State (Caltrans) Litigation 6/27/2005 Brown & Winters Coincides with BNSF case, Caltrans is a former owner (Estimated litigation costs)

Waterfront 250,000 N 10,000 10,000$

28 Agency vs. Colberg Litigation 6/29/2005 Brown & Winters Polanco Act corrective action trial (Estimated litigation costs)

Waterfront 2,000,000 N 10,000 10,000$

29 AT&T Datacomm OPA/DDA/Construction

4/14/2011 12/1/2012 AT&T Datacomm Contract for installation of Security Cameras

Midtown - Y - -$



South - Y - -$



North - Y - -$

32 Vintage OPA/DDA/Construction

7/1/2010 12/17/2012 Visionary Home Builders Housing Loan Low/Mod - Y - -$

33 Community of All Nations OPA/DDA/Construction

3/16/2011 Visionary Home Builders Housing Loan Low/Mod - Y - -$

34 Wallace Kuhl & Associates Professional Services

5/15/2007 Wallace Kuhl & Associates South Shore Waterfront 26,955 N 26,955 26,955$

35 Condor Earth Technologies Professional Services

1/11/2008 6/30/2012 Condor Earth Technologies Marina Water Quality Testing Waterfront - Y - -$

36 Treadwell and Rollo Inc Remediation 7/23/2008 6/30/2012 Treadwell and Rollo Inc Parcel 2A & 24 Remediation Waterfront - Y - -$ 37 Wallace Kuhl & Associates Professional

Services8/12/2008 6/30/2012 Wallace Kuhl & Associates Removal Action Plan for Promenade &

South Pointe- Y - -$

38 D R Jolley Co Professional Services

7/21/2010 6/30/2012 D R Jolley Co McKinley Park caretaker Building Asbestos Removal

South - Y - -$

39 Hotel Stockton OPA/DDA/Construction

1/18/2005 Hotel Stockotn Investors Renovation of Hotel Stockton - for affordable housing

Low/Mod 69,426 N 69,426 69,426$

40 Remediation of Areas 24 and 4 Remediation 7/20/2009 City of Stockton Remediation of lots north and south of Worknet site (Estimated cost of Remediation)


41 Downtown Stockton Alliance Property Maintenance

7/10/2007 12/31/2017 Downtown Stockton Alliance

DSA Assessment of RDA owned properties. PBID expiration is 12/31/2017. (Estimated assessments to be paid at $50,000 per year for 5 years, may be longer if properties not sold)

Waterfront 200,000 N 50,500 50,500$

42 Walgreens Project OPA/DDA/Construction

5/25/2011 Farmington Mariposa Development Co. LLC

Reimbursement Agreement Mariposa Walgreens

South - Y - -$

43 Property Maintenance Property Maintenance

City of Stockton/TBD Maintenance costs of RDA/SA-Owned properties (estimated annual cost)

All 50,000 N 25,000 25,000$

44 SERAF Payment Loan from Low/Mod

SERAF/ERAF 4/26/2011 6/30/2016 Low/Moderate Income Housing Asset Fund

Repayment of loan from Low/Mod Housing funds to make SERAF payment in 2011

Midtown 944,376 N - -$

45 SERAF Payment Loan from Low/Mod

SERAF/ERAF 4/26/2011 6/30/2016 Low/Moderate Income Housing Asset Fund

Repayment of loan from Low/Mod Housing funds to make SERAF payment in 2011

South 944,376 N - -$

46 Loan to Waterfront Miscellaneous Low/Moderate Income Housing Asset Fund

To cover negative cash position of Agency

Waterfront 1,106,582 N - -$

EXHIBIT 1


Bond Proceeds Reserve Balance Other Funds Non-Admin Admin




Funding Source


Execution Date


(Non-RPTTF)


47 Successor Agency Staff, Overhead, & Administrative Costs

Admin Costs Successor Agency employees through City of Stockton

Salary, benefits, overhead, and administrative costs of the Successor Agency (Fiscal Year budget of $750,000)

All 750,000 N 47,700 327,300 375,000$

48 Successor Agency Staff, Overhead, & Administrative Costs

Admin Costs Successor Agency employees through City of Stockton

Salary, benefits, overhead, and administrative costs of the Successor Agency (Other Funding: Subsidy from City of Stockton per adopted budget)

All Y -$

49 Pun & McGeady LLP Dissolution Audits 6/26/2013 upon completion Pun & McGeady LLP Agreement to perform the due diligence reviews

All 15,000 N 15,000 15,000$

50 Loan from City 12/13 City/County Loans After 6/27/11

8/24/2013 City of Stockton For operating and administrative costs All 450,000 N 450,000 450,000$


2003 Housing COP: Replenish minimum reserve requirement per loan agreement.

Low/Mod N 228,212 228,212$


2006 Series C - Revenue Bond: Replenish minimum reserve requirement per loan agreement.

Low/Mod N - -$


2006 Series A - Revenue Bond: Replenish minimum reserve requirement per loan agreement.

Midtown N 25,204 25,204$



South N - -$



North N -$


2004 Revenue Bond - Arena: Replenish minimum reserve requirement per loan agreement.

Waterfront N 371,847 371,847$

57 Loan from City 13/14 City/County Loans After 6/27/11

8/24/2013 City of Stockton For operating and administrative costs All 750,000 N -$

EXHIBIT 1

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z AA AB

Net SA Non-Admin and Admin PPA

Net CAC Non-Admin and Admin

PPA

Authorized Actual Authorized Actual Authorized Actual Authorized Actual Authorized

AvailableRPTTF

(ROPS III distributed + all other available

as of 1/1/13)

Net Lesser of Authorized/

Available Actual

Difference (If M is less than N, the difference

is zero) Authorized

AvailableRPTTF

(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 RPTTF

(O + T))


Available Actual

Difference (If V is less than W,

the difference is zero)


Available Actual

Difference (If Y is less than Z,the difference is

zero)

Net Difference (Amount Used to

Offset ROPS 13-14B Requested RPTTF

(X + AA)

-$ -$ 365,775$ 593,944$ 103,264$ -$ 509,449$ 429,686$ 5,753,902$ 5,064,313$ 4,836,932$ 5,064,313$ -$ 125,000$ 125,000$ 125,000$ 125,000$ -$ -$ -$ -$ -$ -$ -$ -$ -$

1 Low/Mod Housing Bonds 164 318,798 318,633 318,633$ 318,633 -$ -$ -$ -$ -$ -$ -$

2 Low/Mod Housing Bonds 105,326 103,264 709,112 707,050 707,050$ 707,050 -$ -$ -$ -$ -$ -$ -$

3 Redevelopment Revenue Bonds 24,677 291,713 267,036 267,036$ 267,036 -$ -$ -$ -$ -$ -$ -$



6 Redevelopment Revenue Bonds 135 13,878 13,743 13,743$ 13,743 -$ -$ -$ -$ -$ -$ -$

7 Redevelopment Revenue Bonds 0 - -$ - -$ -$ -$ -$ -$ -$ -$

8 Redevelopment Revenue Bonds 176 16,013 15,836 15,836$ 15,836 -$ -$ -$ -$ -$ -$ -$

9 Redevelopment Revenue Bonds 116 1,054,573 1,054,457 1,054,457$ 1,054,457 -$ -$ -$ -$ -$ -$ -$

10 Low/Mod Housing Bonds 0 - -$ - -$ -$ -$ -$ -$ -$ -$

11 Low/Mod Housing Bonds 420,066 543,017 420,066$ 543,017 -$ -$ -$ -$ -$ -$ -$

12 Redevelopment Revenue Bonds 267,566 268,298 267,566$ 268,298 -$ -$ -$ -$ -$ -$ -$





17 Redevelopment Revenue Bonds 200,635 698,824 - -$ -$ -$ -$ -$ -$ -$ -$

18 State Debt 0 -$ -$ -$ -$ -$ -$ -$ -$

19 Fee Deferral 0 -$ -$ -$ -$ -$ -$ -$ -$

20 Fee Deferral - WorkNet Office Bldg 0 -$ -$ -$ -$ -$ -$ -$ -$

21 Fee Deferral - Cineplex 0 -$ -$ -$ -$ -$ -$ -$ -$

22 Agency Vs. Union Oil 0 -$ -$ -$ -$ -$ -$ -$ -$

23 Price Vs. City of Stockton 0 -$ -$ -$ -$ -$ -$ -$ -$

24 Civic Partners 5,704 18,000 - -$ -$ -$ -$ -$ -$ -$ -$

25 Agency vs. BNSF 6,000 - -$ -$ -$ -$ -$ -$ -$ -$

26 Agency vs. BNSF 64,456 - -$ -$ -$ -$ -$ -$ -$ -$

27 Agency vs. State (Caltrans) 0 -$ -$ -$ -$ -$ -$ -$ -$

28 Agency vs. Colberg 0 -$ -$ -$ -$ -$ -$ -$ -$

29 AT&T Datacomm -$ -$ -$ -$ -$ -$ -$ -$

30 AT&T Datacomm -$ -$ -$ -$ -$ -$ -$ -$

31 AT&T Datacomm -$ -$ -$ -$ -$ -$ -$ -$

32 Vintage -$ -$ -$ -$ -$ -$ -$ -$

33 Community of All Nations 100,000 102,867 -$ -$ -$ -$ -$ -$ -$ -$

34 Wallace Kuhl & Associates 2,059 - -$ -$ -$ -$ -$ -$ -$ -$

35 Condor Earth Technologies -$ -$ -$ -$ -$ -$ -$ -$

36 Treadwell and Rollo Inc -$ -$ -$ -$ -$ -$ -$ -$

37 Wallace Kuhl & Associates -$ -$ -$ -$ -$ -$ -$ -$

38 D R Jolley Co -$ -$ -$ -$ -$ -$ -$ -$

39 Hotel Stockton -$ -$ -$ -$ -$ -$ -$ -$

40 Remediation of Areas 24 and 4 0 -$ -$ -$ -$ -$ -$ -$ -$

41 Downtown Stockton Alliance 7,985 50,000 42,350 42,350$ 42,350 -$ -$ -$ -$ -$ -$ -$

42 Walgreens Project 265,775 265,775 -$ -$ -$ -$ -$ -$ -$ -$

43 Property Maintenance 0 -$ -$ -$ -$ -$ -$ -$ -$

44 SERAF Payment Loan from Low/Mod 0 -$ -$ -$ -$ -$ -$ -$ -$

45 SERAF Payment Loan from Low/Mod 0 -$ -$ -$ -$ -$ -$ -$ -$

46 Loan to Waterfront 0 -$ -$ -$ -$ -$ -$ -$ -$

47 Successor Agency Staff, Overhead, & Administrative Costs -$ -$ 125,000 125,000 125,000$ 125,000 -$ -$ -$ -$ -$

48 Successor Agency Staff, Overhead, & Administrative Costs 509,449 213,303 -$ -$ -$ -$ -$ -$ -$ -$

SA Comments

ROPS III CAC PPA: To be completed by the CAC upon submittal of the ROPS 13-14B by the SA to Finance and the CAC

CAC Comments

Recognized Obligation Payment Schedule (ROPS) 13-14B - Report of Prior Period AdjustmentsReported for the ROPS III (January 1, 2013 through June 30, 2013) Period Pursuant to Health and Safety Code (HSC) section 34186 (a)


ROPS III Successor Agency (SA) Self-reported Prior Period Adjustments (PPA): Pursuant to HSC Section 34186 (a), 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 (RPTTF) 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 (a) 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

Non-RPTTF Expenditures

Non-Admin Non-Admin CAC Admin CAC

RPTTF Expenditures

Admin

LMIHF(Includes LMIHF Due Diligence

Review (DDR) retained balances) Bond Proceeds

Reserve Balance(Includes Other Funds and Assets

DDR retained balances) Other Funds

EXHIBIT 1

Item # Notes/Comments1 - 9 Interest earnings on bond reserves used to offset and reduce debt service paid with RPTTF.

10 - 14 Retention of RPTTF for calendar year debt service as required pursuant to bond loan agreements. 51 - 56 Replenishment of minimum reserves as required pursuant to bond loan agreements.

Recognized Obligation Payment Schedule 13-14B - Notes January 1, 2014 through June 30, 2014

EXHIBIT 1

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