Loading...
HomeMy WebLinkAbout2013-09-17 E-packetP.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 CITY HALL LARGE CONFERENCE ROOM, TOP FLOOR 400 GRAND AVENUE TUESDAY, SEPTEMBER 17, 2013 2:00 P.M. PEOPLE OF SAN MATEO COUNTY You are invited to offer your suggestions. In order that you may know our method of conducting Board business, we proceed as follows: The regular meetings of the South San Francisco Oversight Board for the Successor Agency to the City of South San Francisco Redevelopment Agency are held an the third Tuesday of each month at 2:00 pm. in the in the Large Conference Room, Top Floor at City Hall, 400 Grand Avenue, South San Francisco, California, In accordance with California Government Code Section 54957.5, any writing or document that is a public record, relates to an open session agenda item, and is distributed less than 72 hours prior to a regular meeting will be made available for public inspection in the City Clerk's Office located at City Hall. If, however, the document or writing is not distributed until the regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue, South San Francisco, California 94080. In compliance with Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the South San Francisco City Clerk's Office at (650) 877-8518. Notification 48 hours in advance of the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting, Chairperson: Selected by: Largest Special District of the type in HR Code Section 34188 Vice Chair: Patti Emsberger Selected by: San Mateo County Superintendent of Schools Assistant Superintendent, Business Services South San Francisco Unified School District Alternate-. Alejandro Hogan Superintendent, South San Francisco Unified School District Board Members: Mark Addiego Councilmember, City of South San Francisco Alternate. Barry Nagel City Manager, City of South San Francisco Gerry Beaudin Principal Planner, City of South San Francisco Barbara Christensen Director of Community/Government Relations, San Mateo County Community College District Reyna Farrales Deputy County Manager, San Mateo County Paul Scannell Counsel Craig Labadie Selected by: Mayor of the City of South San Francisco Mayor of the City of South San Francisco Chancellor of California Community College San Mateo County Board of Supervisors San Mateo County Board of Supervisors (Public Member) Advisory: Marty Van Duyn - Assistant City Manager, City of South San Francisco Jim Steele - Finance Director, City of South San Francisco Steve Mattas - City Attorney, City of South San Francisco Krista Martinelli - City Clerk, City of South San Francisco Armando Sanchez - Redevelopment Consultant, City of South San Francisco OVERSIGHT110ARD REGULAR MEEAING SEYFEMBER 17,2013 AGEN DA PAGE 2 PLEDGE OF ALLEGIANCE AGENDA REVIEW PUBLIC COMMENTS Comments from members of the public on items not on this meeting agenda, The Chair may set time limit for speakers. Since these topics are non-agenda items, the Board may briefly respond to statements made or questions posed as allowed by the Brown Act (Government Code Section 54954.2). However, the Board may refer items to staff for attention, or have a matter placed on a future agenda for a more comprehensive action report, MATTERS FOR CONSIDERATION 1. Motion to approve the Minutes of the Regular :Meeting of August 20, 2013 2. Reorganization of the Board. 3. Resolution approving a Loan Agreement in the amount of $8,546.00 with the Successor Agency to the Redevelopment Agency of South San Francisco to allow the Successor Agency to make a non-housing recognized obligation payment for expenses that exceeded what was shown on ROMPS III. 4. Resolution approving a Loan Agreement in the amount of $445,848.00 with the Successor Agency to the Redevelopment Agency of South Sari Francisco to allow the Successor Agency to make a non-housing recognized obligation payment for expenses that were not offset by projected other revenues during ROPS 111. 5. Resolution making findings that $844,000 in unfunded retirement costs and $988,000 in unfunded retiree health costs are valid enforceable obligations of the Successor Agency to the Former City of South San Francisco Redevelopment Agency and adopting a payment plan for those obligations, 6, Resolution approving a Recognized Obligation Payment Schedule (ROMPS) and Administrative Budget for the period January through June 2014, pursuant to Health and Safety Code Section 84177(l). 7. Future Agenda Items. a) Long Range Property Management Plan. b) Consideration of revenue sharing agreement related to assignment of the Master Commercial Lease at 636 El Camino Real. ADJOURNMENT OVERSIGHT BOARD REGULAR ML E'TING SEMIMBER 17, 201-3 AGENDA PAGE 3 REGULAR MEETING DRAH OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY P.0, Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 CITY HALL LARGE CONFERENCE ROOM, TOP FLOOR 400 GRAND AVENUE TUESDAY, AUGUST 20, 2013 2:00 P.M. CALL TO ORDER TIME: 2:02, PM. ROLL CALL PRESENT: Boardmembers Addiego, Beaudin, Christensen, Farrales and Scannell, Vice Chairperson Ernsberger and Chairperson Cullen, PLEDGE OF ALLEGIANCE Mw • 1-_ m Comments from members of the public on items not on this meeting agenda. The Chair may set time limit for speakers. Since these topics are non-agenda items, the Board may briefly respond to statements made or questions posed as allowed by the Brown Act (Government Code Section 54954.2). However, the Board may refer items to staff for attention, or have a matter placed on a future agenda for a more comprehensive action report. WITIM I Motion to approve the Minutes of the Regular Meeting of July 16, 2013. Motion- Boardmember Scannell/Second- Boardmember Addiego: to approve the Minutes of the Regular Meeting of July 16, 2013. AYES,: Boardmembers Addiego, Christensen, Farrales and Scannell, and Chairperson Cullen. NOES: None. ABSTAIN: Boardmember Beaudin and Vice Chairperson Emsberger. ABSENT. None. 2. Resolutions 15-2013 and 16-2013 approving amendments to the Lease Agreements with Sitike Counseling Center and the County of San Mateo for the facility at 306 Spruce Avenue, Assistant City Manager Van Duyn presented staff's recommendation to extend for an additional year the respective Lease Agreements with Sitike Counseling Center and the County of San Mateo for the facility at 306 Spruce Avenue, In response to Chair Cullen's query, Assistant City Manager Van ✓uyn advised there was no sublease agreement and that the last sentence indicated a final form lease agreement. Furthermore, revenue had been set aside and the lease payments would cover the cost of maintaining the buildings and lots. Motion- Boardmember Scannell/Second- Boardmember Farrales: to approve Resolutions 15-2013 and 16-2013. Unanimously approved by voice vote. 3. Presentation on the preliminary parcelization and development feasibility analysis of the Successor Agency's Mission-Chestnut Area Properties. Economic and Community Development Consultant Sanchez presented a PowerPoint Presentation detailing the Consultant's preliminary analysis of the parcelization and feasibility of the property owned by the Successor Agency in the Mission/Chestnut Avenue/P,UC area. He began with background on the properties explaining how each parcel was acquired to provide context moving forward, The acquisitions were intended to serve the RDA's main fluictions of improving infrastructure, supporting environmental remediation of polluted properties, assembling land so that major developments could come in, rezoning to encourage the type of development wanted and other elements such as housing and economic programs. In some of the City's Redevelopment Areas the mission was already or nearly complete. For example, in the Gateway and Shearwater areas some of the improvements included streets and access to the area, construction of the hook ramp that alleviated traffic for the region, water treatment expansion and envirom-nental remediation. Consultant Sanchez explained the tremendous growth that occurred in these areas, — the base valuation of Shearwater went from $3.6 million to $567 million, In percentage terms, that would be over 15,000%. In regards to the El Camino-Chestnut Area, Consultant Sanchez noted that infrastructure improvements had been planned, including the Oak Avenue extension and extensive open space. A library had also been planned for the area. The Agency was heavily involved in land assemblage and an Area Plan was developed. As far as the Downtown, the Agency had planned to move the Caltrain Station to be more accessible. Much more environmental remediation for the properties assembled in these areas was required. Council was in the process of rezoning the Downtown. Due to the Downtown area being heavily populated, other programs, including business assistance and enforcement programs were supported. OVERSIGHT BOARD REGULAR MEETING AUGUST 20, 2013 MINUTES PAGE 2 Consultant Sanchez focused back on the Mission/Chestnut Aven-ue/PUC properties. He described the properties as very challenging because of the incomplete nature of the land assemblage. The Agency had been unable to acquire three residential buildings and one office building that were essential for access to some of the parcels. This was exacerbated by the fact that the Oak Avenue extension was never developed, although plans exist. Other challenges presented by the El Camino Real frontage properties include building narrowness, site accessibility, depth and grade change. The Agency considered the possibility of closing off Antoinette Lane to add value to the properties, but -underground utilities made the action cost prohibitive. While minimum and maximum zoning requirements are typically helpful to a Master Plan, such requirements would actually further complicate things in this instance involving disjointed properties. Given all the complications, the Consultants looked at many scenarios to decide how to best divide the land. The review ultimately concluded that the best way to approach it would be to have three subareas A, B, and C. A would be the commercial area, B would be the largely landlocked area and C would include roughly 4.5 acres of former golf range property. The Consultant decided that a 12 story building was not feasible and accordingly worked with the minim-am development requirements. It was proposed that for site A, the most efficient thing would be to put residential over the ground floor and podium parking, specifically 194 units. Site B would have 100 units and Site C would have 420 units. Specifically, site A would have 32,000 square feet of retail space and 194 residential units. The residual land value would be roughly $12 million or $43 per square foot. Residual land value is the amount of money that a developer is willing to pay for a property. The Consultant found that condominiums would work on only some of the sites. These scenarios were based on the most optimistic assumptions in terms of the requirements. For example, if based on rentals, a park in lieu and 20% requirement for affordable housing would kick in, resulting in skyrocketing costs. In response to an inquiry by Boardmember Scannell, Consultant Sanchez affirmed that this did not include low income housing due to the Palmer case in Los Angeles. Consultant Sanchez had queried the Consultant regarding the possibility of selling everything individually, but the project Consultant rejected this possibility due to the fact that necessary structured parking cannot be built for the commercial space. All the sites were dependent on the BART Right of Way and Antoinette Lane for parking. In response to Boardmernber Scannell's query pertinent to the library, Consultant Sanchez noted that the General Plan originally located the library in the area. When staff completed the initial analysis after the demise of Redevelopment, it believed the Library should be taken out so as to remain neutral as to the taxing entities. However, the Consultant recommended maintaining the plans for a library in the area, since depending on the market conditions, the developer would make a marginal profit or loss. Further, being a public amenity, the library would enhance the benefit to the rest of the site, Accordingly, the plan to relocate the City's main library to this site was maintained. Consultant Sanchez explained the Consultant's conclusion that due to the interdependency of the sites, the highest appraised value would be achieved by keeping the parcels in tact. In response to Chair Cullen's query, Consultant Sanchez confirmed that the ideal situation would be OVE MIGHT BOARD REGULAR MEETING AUGUST 20, 2013 MINUTES PAGE 3 to sell the entire site to a single developer. Regarding the Downtown properties, Consultant Sanchez explained a property assemblage in which a 5'h and important parcel was not able to be acquired. While the property would be more valuable with the acquisition of the St' property, ultimately it would make sense to develop the properties to maximize revenues in the long and short term, Boardmember Christensen suggested using tax increment dollars to buy the 5"' lot and complete the assemblage since it would be much more valuable to have the fall site. Consultant Sanchez concluded that the aim of the presentation was to help the Boardmembers understand the mechanisms involved in the property assemblage and determine what would make the best economic sense moving forward. In response to Boardmember Farrales' query regarding the structure of the ultimate recommendation that would be presented to the Oversight Board, Consultant Sanchez advised a recommendation and options would be presented. Chairman Cullen favored keeping all ofthe Mission/Chestnut/PUC properties together. Boardmember Christensen suggested having the El Camino frontage property in the Chestnut Area appraised, since she believed it would be valuable for housing. Boardmember Addiego, agreed. Consultant Sanchez noted that staff was limited by a $25,000 cap for DOF review. In response, Assistant City Manager Van Duyn suggested staff review appraisal options and bring anything over the $25,000 cap back to the Board for approval. The following developers identified themselves as being present to hear this topic: Mike Olmeady, President of Signature Development Group which is based in Oakland and his colleague Eric Harrison. Sheppard Heery, a consultant and developer from the Brookwood Group was also present, 4. Framework for determining former RDA Staffing composition for calculating unfunded retirement and retiree health liabilities. Chair Cullen noted that he had previously sent a copy of his e-mails to Finance Director Steele, including the recommended forniat for addressing this topic, to the Board. His recommendation was that the Board discuss the positions still in question and agree on the former RDA Staffing composition for calculating unfunded retirement and retiree health liabilities, It could then direct staff to bring back the actuarial report based on the Board's direction, It would also direct staff on the number of RON to be used to compensate the City. Finance Director Steele presented the report noting that the Board was grappling with 2 sets of questions, including the mechanical calculation and policy. He hoped that the Board could move OVERSIGHT BOARD REGUIAR MEETING AUGUST 20, 2013 M1NUTE S PAGE 4 through today and informally vote on which positions to include in the actuarial analysis. Until that then, staff would not be able to get an accurate calculation of actuarial numbers. In the staff report, Director Steele noted two areas of previous Board concern, including Police Officers and Literacy Services positions. Director Steele explained staffs position that the RDA plan, and language in the Health and Safety Code that governed Redevelopment justified the Police Officer positions in order to minimize crime related to blight in the Redevelopment Areas. Likewise, the Literacy Services positions enhanced Redevelopment functions by reaching out to residents and businesses in the Downtown area and assisting in reducing blight. This staff spoke Spanish and taught English and literacy to adults. This helped residents become employable as a part of the Economic Development component of Redevelopment. Director Steele understood that the Board's policy concerns. However, he offered the example of Redwood City, which had many of the same types of positions such as park workers, recreation workers, a portion of the city manager, portion of finance staff, planners and even a portion of the city attorney designated as part of the staffing composition for calculating unfunded retirement benefits and retiree health. With a tax increment of $12,5 million, the Redwood City Oversight Board allocated 13.5 positions, which were also approved by the State. In contrast, in consideration of South San Francisco's tax increment of $36 million, staff suggested allocating 17.95 positions in the highest year. On average, it was much less than that, including the two Police Officers and the Literacy Services positions, Staff believed that this was a reasonable allocation of positions. Director Steele was hopeful the Board would come to a consensus on positions so that staff could implement the final actuarial study. In response to Boardmember Christensen's query regarding the remaining RODS cycles, Finance Director Steele advised that since the Board would cease functioning in 2016 pursuant to the Health and Safety Code, five RODS cycles remained. Boardmember Christensen observed that a number of positions were added in 2011 and 2012. For example in the Finance Department staff was not proposing to charge for the Director of Finance but was charging for an Accountant, Finance Director Steele explained that staff felt that it couldn't justify charging as many staff to the RDA in the earlier years. As time progressed and the RDA ramped up, so did the staff allocations. There were two full time employee accountants over the 17 years, which averages out to 2/17ths of a full time employee. In response to further inquiry by Chair Cullen, Finance Director Steele responded that he believed all reports given to the Board were addressed in terms of full time employees. The last 3 years were based on payroll records demonstrating hours worked, Boardmember Scannell returned to Boardmember Christensen's query and stated that he did not understand Finance Director Steele's response regarding the reason behind the jump in 2011 and 2012. Finance Director Steele advised that staff observed that full time employees were working on valid administrative functions for the Redevelopment Agency but could not justify or afford doing it earlier. Before the 2006 fiscal merger, each tax project area had to stand on its own and funds could not be mixed, because highly restrictive covenants established when Redevelopment was set up did not allow it. The fiscal merger allowed comingling of funds across all the project areas. Thus, staff was able to unleash the tax increment to a large extent starting in 2006-2007, which was previously OVE MIGHT BOARD REGULAR MEFTING AUGUST 20, 2't313 MINITITS PAGE 5 impossible. In sum, the jump was attributed to the fact that in the early years the funds were not available due to restrictions. In response to Vice-ChaiT Emsberger's inquiry into whether the accountants were new or reassigned to the RDA, Finance Director Steele clarified that the accountants had actually been working for the RDA for sometime, but only began coding time as such once the Agency could afford this mechanism. When the fiscal merger went through, not only did the Agency have more money, but the workload increased as the Agency had to account for those funds and all the new projects, invoices and assets that needed to be booked in the system. Chair Cullen was hesitant to include Police positions because the policing was done in areas of business which he saw as a typical City Police requirement, Boardmember Addiego responded that the Police faced the problem of SRO; residents in the business district due to Redevelopment. The relevant Officers' focus was to interface on. behalf of merchants, Assistant City Manager Van Duyn added that there was a corridor of development very near residential neighborhoods where there was a lot of activity at the time, which forged the relationship with Redevelopment. The Agency owned properties along the corridor as well and the Neighborhood Response Team that the City funded was directly linked to the Police Substation that was put into the Miller Avenue Parking Garage, which was funded by the Agency in the Downtown District. This Substation was established so that there would be more Police proximity as well as a launch point to serve the problematic areas of the Downtown District. In response to a query by Chair Cullen, Finance Director Steele noted that the General Fund was now receiving $6 million more in property taxes than during the RDA period and the City did not have to conduct lay offs. Finance Director Steele clarified for Boardmember Ernsberger that the liabilities were calculated only to the point the RDA was dissolved, Boardmember Beaudin sought a sense of where the Board was and noted that there seemed to be two specific positions that were still a concern, the Police Officers and the Literacy Services positions, Boardmember Scannell questioned the relevance of the Parking Enforcement Officer to the RDA. Finance Director Steele advised there was a direct relationship between the ability of people to park and have easy access to the Downtown without having people parked for three hours in a one hour stall. This primarily helped small downtown businesses. Chair Cullen noted that there seemed to be a consensus that all the other positions were acceptable to all members of the Board except Literacy Service positions, Parking Enforcement and Police Officers. He suggested taking a motion on the positions on which the Board agreed and then discussing the remainder. Motion- Boardmember Scannell/Second- Boardmember Addiego: to agree to direct staff to include OVERSIGHT BOARD REGULAR MEFTING AUGUST 20, 2013 MINU ITS PAGE 6 all of the positions in the Actuarial Calculation with the exception of the Parking Enforcement Officer, the Police Officers and the Literacy Services positions, which would be subject to immediate further discussion for inclusion. Unanimously approved by voice vote. Boardmember Christensen believed further discussion was warranted related to the Parking Enforcement Officer and Police Officers. Chair Cullen suggested each Boardmember express their respective opinions related to these positions. Boardmen-iber Christensen supported the Parking Enforcement and Police Officers being included in the calculation, but did not support including the Literacy Services positions, Boardmember Addiego opined that there was good justification for Police and what was being achieved, but that Literacy Services was astretch. Boardmember Beaudin agreed with Board embers Addiego and Christensen. Boardmembers Farrales and Scannell wished to exclude them all. Vice Chairperson Ernsberger believed that the Police Officer full time employee allocation seemed reasonable but the Parking Enforcement allocation seemed high. Chair Cullen supported including the Police Officers but not the Literacy Services and Parking Enforcement positions. Motion — Boardmember Addiego/Second —Boardmember Christensen: to agree to direct staff to include the Police Officer positions in the Actuarial Calculation and exclude the Parking Enforcement Officer and the Literacy Services positions. Approved by the following voice vote: AYES. BoaTdmembers Addiego, Beaudin, Christensen, Vice-Chair Emsberger and Chair Cullen. NOE& Boardmernbers Farrales, and Scannell, ABSTAIN: None. ABSENT: None, ADJOURNMENT Motion— Boardmember Scannell/Second- Boardmeraber Addiego: to adjourn the meeting, Unanimously approved by voice vote. Pursuant to the above motion, Chairperson Cullen adjourned the meeting at 3:35 p.m. u ted- Approved: Krift Jr. City f S OVERSIGHT BOARD REGULAR MEETING MINUTES Neil Cullen, Chairperson Oversight Board for the Successor Agency to the City of South San Francisco Redevelopment Agency AIJ G I IST 20, 2013 PAGE 7 Redevelopment Successor Agency Oversight Board DATE: September 17,2013 A TO: Members of the Oversight Board FROM: Jini Steele, Director of Finance SUBJECT: APPROVING A LOAN AGREEMENT IN THE AMOUNT OF $8,546.00 WITH THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO TO ALLOW THE SUCCESSOR AGENCY TO MAKE NON-HOUSING RECOGNIZED OBLIGATION PAYMENT FOR EXPENSES THAT EXCEEDED WHAT WAS SHOWN ON ROPS III It is recommended that the Oversight Board approve the attached resolution which approves a loan agreement in the total amount of S8,546.00 between the City and the Successor Agency to the Redevelopment Agency of South San Francisco (SA) for an enforceable obligation of the Successor Agency (SA). BACKGROUND/DISCUSSION The SA and Oversight Board have approved several enforceable obligations which, due to the timing of the payments, did not coincide with the Recognized Obligations Payment Schedules (BOPS) for their payments. This latest loan agreement covers $8,546,00 to fund several former Redevelopment enforceable obligations shown on ROPE V, but which were incurred during ROMPS III and at higher costs than approved via BOPS 111, The City Council and SA approved this loan, agreement on September 11, 2013. The details of the loan agreement are as :follows Detail of $8,546 Loan Agreement Row on ROPE III Project Name/Debt Obligation . . ...... . , Payee Description/ Project Sco e Amount Shown on ROPS LI Actual Costs Incurred During ROPS lll Amount of Loan Agreement (rounded) Row 14 (now Bond Amin/Disclosure Bank of New Costs to administer Row 10) Costs TABS York/Wildan bonds -- $5'000.00 $7 „625 .00 §2,625 Row 15 (now Bond Amin/Disclosure lBank of New Costs to administer Row 11 Costs Hs g Bonds YorklWildan bonds $2,50000 $4,1078.11 $1,608 Rehab, repair, Row 59 (now Maintenance of Non- Vahous maintenance & Row 45 Hs g Properties Contractors utilities $45,000.00 $48,343.o6 $3,343 ......... Row 60 (now Maintenance of Non- Legal/Staff Soft project Row 46) Hs Pro Costs _ .management costs $54,000;00 $54,969.79 $970 Totals $106,500.00 $115,045.96 $8,546 Staff Report Subject. Loan Agreement Between the City of South San Francisco and the Successor Agency to the Redevelopment Agency of South San Francisco for Payment of an Enforceable Obligation Page 2 FISCAL IMPACT The loan agreement totals $8,546.00 and funds had to be advanced from the City to the SA to pay this Successor Agency obligation, If the State Department of Finance (DOF) approves the loan agreement on the next-submitted RODS as an enforceable obligation of the SA, staff expects that the loan will be fully repaid in early 2014. CONCLUSION The attached loan agreement obligates the SA to pay the City back for funds the City had to advance to the SA to make several RODS payment items that exceeded the amount approved on RODS 111, By: Jim S 6�'Ie I" inane Director Attachments: Resolution Loan, Agreement JS✓MVD:cd f V X U I 14, WHEREAS, pursuant to Health and Safety Code Section 34177(1), before each six-month fiscal period, the Successor Agency to a dissolved Redevelopment Agency is required to adopt a draft Recognized Obligation Payment Schedule ("ROPS") that lists all of the obligations that are "enforceable obligations"' within the meaning of Health and Safety Code Section 34177; and WHEREAS, each ROPS must be approved by the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco ("Successor Agency") and by the State Department of Finance (DOF) in order for payment of listed obligations to be made; and WHERFAS, the timing and size of payment of certain items identified and approved as enforceable obligations on ROPS III did not coincide with the amount and payment date listed on that ROPS; and WHEREAS, timely payment of enforceable obligations of the Successor Agency was deemed essential and could not await approval of a ROPS submitted for the next six-month fiscal period" and WHEREAS, the Successor Agency had no other source of funding to inake this payment for the enforceable obligations on its own; and WHEREAS, the City of South San Francisco ("City") therefore advanced, or is willing to advance, funds for the payment of said enforceable obligations; and WHEREAS, Health and Safety Code Section 34173(h) authorizes loans between the City and the Successor Agency for the purpose of funding enforceable obligations for which there are insufficient ffinds, in the Real Property Tax Trust Fund (RPTTF)- and WHEREAS, Health and Safety Code Section 34173(h) further provides that a new enforceable obligation shall be created for the repayment of each such loan, provided that the receipt and use of the loan funds is reflected on a RAPS approved by the Oversight Board for the Successor Agency and submitted to the State Department of Finance for its review and approval; and WHEREAS, pursuant to Health and Safety Code Section 34180(h) the Oversight Board may approve a request by the Successor Agency to enter into an agreement with the City; and WHEREAS, City and Successor Agency staff have negotiated a loan agreement covering the enforceable obligations for which there are insufficient funds available for timely payment by the Successor Agency; and WHEREAS, funds are available to be loaned by the City for such purpose, and the loan agreement does not violate the City's debt limit under the California Constitution. NOW, THEREFORE, the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco, a public entity, does hereby resolve as follows: 1. The Recitals set forth above are true and correct, and are incorporated herein by reference. 2. The loan agreement, substantially in the form attached hereto, is hereby approved, and the Assistant City Manager is hereby autborized to execute it cn behalf of the Successor Agency and to take such other and further action as necessary and appropriate to implement the intent of this Resolution, 3. The loan agreement, which along with the supporting calculations and references to prior RODS is attached to this Resolution and hereby incorporated herein, is for $8,546,00 to fund former Redevelopment Agency enforceable obligations shown on RODS V but which were incurred during the time period for RODS III and exceeded the amount approved on RODS 111. 4, The Successor Agency is directed to include this loan agreement on the next RODS, and its submission, along with such supporting documentation and other information as necessary and appropriate, to the Oversight Board, the State Department of Finance and other applicable agencies. PASSED AND ADOPTED this 17th day of September, 2013, by the following vote: AYES; NOES: ABSENT: ABSTAIN: ATTEST: City Clerk I LOAN AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO This Loan Agreement (Agreement) is entered into as of September 17, 2013 ("Effective Date"), by and between the City of South San Francisco, a municipal corporation ("City") and the Successor Agency to the Redevelopment Agency of the City of South San Francisco, a public entity ("Successor Agency"), City and the Successor Agency are hereinafter collectively referred to as the "Parties". RECITALS WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Redevelopment Agency"') was established under the provisions of the Community Redevelopment Law (California, Health and Safety Code § 330100 el seq.) ("CRL"); and WHEREAS, effective June 30, 2011, the Governor signed into law ABx1 26, which automatically suspended redevelopment activities, and on December 29, 2011, the California State Supreme Cowl upheld the provisions of ABxl 26, thereby dissolving all redevelopment agencies on February 1, 2012; and WHEREAS, ABxl 26 was modified by AB 1484, effective as of July 27, 2012, which together with ABx 126 is referred to herein as the "Dissolution Law"; and WHEREAS, as a result of the dissolution of the former Redevelopment Agency, the Successor Agency is now administering the daily operations of the former Redevelopment Agency; and WHEREAS, Health and Safety Code § 34171 (d)( 1)(E) provides that any legally binding and enforceable contract that is not otherwise void as violating the debt limit or public policy constitutes an enforceable obligation authorized for payment from the Real Property Tax Trust Fund ("RPTIT") established pursuant to the Dissolution Law; and WHEREAS, I le,alth and Safety Code § 34171 (d)(1)(F) provides that contracts or agreements necessary for the administration or operation of a successor agency constitute enforceable obligations authorized for payment from the RPTTF; and WHEREAS, enforceable obligations must be listed on a Recognized Obligation Payment Schedule ("ROPS") and approved for payment by a successor agency's oversight board and the California Department of Finance ("DOF") in order for funds to be received therefore-, and WHEREAS, several enforceable obligation pursuant to Health and Safety Code § § 34171(d)(1) (E) and 34171(d)(1)(F) were listed on the ROPS for the period January-June 2013 ("ROPS 111") as line items 14, 15, 59', and 60 as shown below, in the total amount of $106,500, and which cost a total of $115,045.96, as shown below: Row on ROP,S III Project Name/Debt Obligation Payee Description/ Project Sca e Amount Shown on ROPS III Actual Costs Incurred During ROPS III Amount of Loan Agreement (rounded) Row 14 (now Bond Amin/Disclosure Bank of New Costs to administer Row 10) Costs TABs YorkMildan bonds $5,000.00 $7,625.00 $2,625 Row 15 (now Bond Amin/Disclosure Bank of New Costs to administer Row 11) Costs Ksg Bonds Yorlk/Widan bonds $2,500.00 $4,10& 11 $1,608 Rehab, repair, Row 59 (now Maintenance of Non- Various maintenance & Row 45) Hsg PropertVes Contractors utilities $45,000.00 $48,343.06 $3,343 Row 60 (now Maintenance of Non- Legal /Staff Soft project Row 46) H's 9 Properties I Costs mane ernent costs $54,000.00 1 $54,969.79 $970 Totals $106,500.00 $115,045.96 $8,546 and WHEREAS, accordingly, the City advanced funds for the payment of the Non- Housing Obligation upon the Successor Agency's receipt of invoices therefore; and WHEREAS, at present there are insufficient funds in the RPTTF to permit repayment of tile Non- Housing Obligation by the Successor Agency; and WHEREAS, Health and Safety Code § 34173(h) authorizes a loan between a city and the successor agency to the city's redevelopment agency for the purpose of funding enforceable obligations for which there are insufficient funds in the RPTTF; and WHEREAS, Health and Safety Code § 34173(h) further provides that a new enforceable obligation shall be created for the repayment of such a loan, provided that the receipt and use of the loan funds is reflected on a ROPS approved by the oversight board for the successor agency and submitted to the DOF for its review and approval; and WHEREAS, pursuant to Health and Safety Code § 34180(h), an oversight, board may approve a request by a Successor agency to enter into an agreement with a city; and WHEREAS, the City and Successor Agency wish to enter into a loan agreement in the principal arriount of Eight Thousand Five Hundred Forty Six Dollars and no Cents ($8,546,00) for the purpose of enabling the Successor Agency to pay the Non- Housing Obligation; and WHEREAS, on September 11, 2013 the Successor Agency and the City each approved the Loan and authorized the execution of this Agreement, pursuant to Resolution No. and Resolution, No, , respectively; and WHEREAS, on September 17, 2013, the Oversight Board for the Successor Agency approved the Successor Agency's request to enter into this Agreement, pursuant to Resolution No. NOW, THEREFORE,, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree as follows: M ARTICLE I LOAN TERMS 1.1 Loan. (a) Loan Amount. City agrees to lend to Successor Agency, and Successor Agency agrees to borrow from and repay to City, a, Loan in the principal amount of not to exceed Eight Thousand Five Hundred Forty Six Dollars and No Cents (8,546,00). (b) Maturity Date, The total outstanding Loan principal is due and payable by March 3 1, 2014. L2 Prepayment. Successor Agency may prepay the Loan, in whole or in part, at any time, without penalty or other charge. 1.3 Pam. The outstanding principal of the Loan is due and payable on the Maturity Date 1.4 Security for the Loan. As security for the repayment of the Loan, the Successor Agency hereby pledges certain Unrestricted Revenues (defined below) ('-Pledged Revenues") that are received, accrued or held by the Successor Agency and are provided within or attributable to fiscal year 2012-13, and the principal of the Loan constitutes a first lien and charge on the Pledged Revenues, and is payable from the first moneys received by the Successor Agency from the Pledged Revenues. The term "Unrestricted Revenues" means property taxes assessed', and levied by San Mateo County on behalf of the Successor Agency allocated to the Successor Agency in accordance with the Dissolution Law, together with any other income, revenue, cash receipts and any other moneys of the Successor Agency laivfully available for repayment of the Loan.. ARTICLE 2 DISBURSEMENT AND ACCOUNTING; USE OF FUNJ 11 Disbursement, Loan proceeds may be disbursed to the Successor Agency in accordance with this Agreement upon approval of drawdo,,Afn requests executed by the City Finance Director. 2.2 Use of Loan Proceeds, Successor Agency may use proceeds of the Loan exclusively for meeting the Non-Housing Obligation as described herein, ARTICLE 3 REPRESENTATIONS AND WARRANTIES 11 Authority. Successor Agency warrants that it has authority, and has completed (or will complete, as applicable) all proceedings and obtain all approvals necessary to execute, deliver, and perform under this Agreement and the transactions contemplated thereby, 3.2 Valid and Binding Obligations. Successor Agency warrants that, when duly executed by the Successor Agency, this Agreement shall constitute the legal, valid and binding obligations of Successor Agency enforceable in accordance with their respective terins. Successor Agency hereby waives any defense to the enforcement of the terms of this Agreement related to alleged invalidity of any provisions or conditions contained in this Agreement. N 33 No Adverse Action, Successor Agency warrants that there is no action, suit or proceeding pending or threatened against it which might adversely affect the Successor Agency with respect to this Agreement. ARTICLE 4 Ed • -A IMST 4.1 Notification. Until the Loan is repaid in full, Successor Agency covenants that it will promptly notify City in writing of the occurrence of any event that might materially and adversely affect its ability to perform its obligations under this Agreement, or that constitutes, or with the giving of notice or passage of time or both would constitute, an Event of Default under this Agreement. 42 Legal Compliance. Successor Agency covenants that this Agreement does not violate the Constitutional debt limitation for municipal governments set forth in Article XVI, Section 18 of the California, Constitution. ARTICLE 5 5.1 Indemnit harmless and indemnity the y. Successor Agency and City shall each defend, hold h other, its officers, employees and agents from and against all claims, liability, cost, expenses, loss or damages of any nature whatsoever, including reasonable attorneys' fees, arising out of or in any way connected with its failure to perform its covenants and obligations under this Agreement and any of its operations or activities related thereto, excluding the willful misconduct or the gross negligence of the person ©r entity seeking to be defended, indemnified, or held harmless. ARTICLE 6 DEFAULT AND REMEDIES 6.1 Events of Default. Each of the following events will constitute an event of default ("Event of Default") under this Agreement: (a) Nonpayment. Successor Agency's failure to repay the Loan pursuant to Article I hereof. (b) Failure to Perform. Successor Agency's failure, neglect or refusal to perform any promise, agreement, covenant or obligation contained in this Agreement, after any applicable cure periods. 6.2 Declaring Default. Whenever any Event of Default has occurred, other than a failure to pay any surns due, City shall give written notice of default to Successor Agency, If the default is not cured within thirty (3 0) calendar days after, the Date of Default (defined herein), or any extension approved in writing by City, City may enforce its rights and remedies under Section 6.3 below. Any default that has occurred shall be deemed to commence on the date that written notice of default is effective pursuant to Section 7.2 of this Agreement ("Date of Default"). In the event of a default in the payment of any installment payment when due, Successor Agency shall have ten (10) calendar days from the payment due date to cure such default, whether or not City gives written notice. 63 Remedies, Upon the occurrence of any Event of Default, City, in addition to any other remedies provided herein or by law, shall have the right, at its option without any further demand or notice, to take one or any combination of the following remedial steps: M (a) declare that outstanding balance of the Loan and all other sums owing to City under this Agreement irrimediately due and payable, and (b) take whatever other action at law or in equity which may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. 6.4 Default Interest. Cornmencing on the Date of Default and continuing through the date that all indebtedness and other amounts payable under this Agreement are paid in full; interest on the Loan will accrue on the outstanding balance, at the rate equal to I.,AlF plus one percent (1 %). 6.5 Disclaimer. If City elects to employ any of the remedies available to it in connection with any Event of Default, City will not be liable for: (1) the payment of any expenses incurred in connection with the exercise of any remedy available to City, and (2), the performance or nonperformance of any other obligations of Successor Agency, ARTICLE 7 MISCELLANEOUS 7.1 Conflict of Intere ers and Officials of City or Successor Agency. Except for approved eligible administrative or personnel costs, no employee, agent or consultant, who is in a position to participate in a. decision-making process or gain inside information with regard to such activities assisted under this Agreement, may obtain a personal or financial interest in or benefit frorn the activities assisted under this Agreement, or have an interest, direct or indirect, in any contract, subcontract or agreement with respect thereto, or in the proceeds there under either for him/herself or for those with whom s/he has family or business ties, during his/her tenure and for one year thereafter, 7.2 Notices, Any notice, request or consent required pursuant to this Agreement shall be deemed given when delivered personally or three (3) business days after being deposited in the U.S. mail, addressed as follows: If to Successor Agency: Successor Agency to the Redevelopment Agency of South San Francisco R O. Box 711 South San Francisco, CA 94083 Attention', Assistant City Manager With copy to Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco If to City: City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 Attention: City Manager or to such other addresses as the Parties may designate by notice as set forth above, 73 Successors and Assigns. All of the terms of this Agreement shall apply to and be binding upon, and inure to the benefit of, the successors and permitted assigns of City and Successor Agency, respectively. 7A Attorneys' Fees, If any action is instituted by either Party to enforce this Agreement or to collect any sums due hereunder or pursuant to this Agreement, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in that action. 7,5 Severability. If one or more provisions of this Agreement are found invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not in any way be affected, pre.judiced, disturbed or impaired thereby, and all other provisions of this Agreement shall, remain in Rill force and effect. 7.6 Amendments/Entire Agreement. City and Successor Agency reserve, the right to amend. this Agreement by mutual consent, It is mutually understood and agreed that no amendment, modification, alternation or variation of the terms of this Agreement shall be valid unless in writing and signed and acknowledged and approved by both pal-ties. This Agreement constitutes the entire agreement of the Parties and no oral understandings or agreement not incorporated herein shall be binding on either Party. 73 Time. Time is of the essence in the performance of the terms and conditions of this Agreement. 7.8 Governing Law, The laws of the State of California govern this Agreement. 7,9 City's Rights and Consent. No forbearance, failare or delay by City in exercising any right, power, or remedy, nor any single or partial exercise of City or any right or remedy hereunder shall preclude the further exercise of such right, power or remedy. The consent of City to ally act or omission by Successor Agency may not be construed as City consent to any other or subsequent act or omission or as a waiver of the requirement to obtain City consent in any other instance, All of City's rights, powers and remedies are cumulative and shall continue in full force and effect until specifically waived in writing by the City. 7.10 Duration/ Survival. This Agreement continues in full force and effect until the Loan is repaid in full. 7.11 Headins, The headings within this Agreement are for the purpose of reference only and do not limit or otherwise affect any of the terms of this Agreement, 7.12 Counterparts, Facsimile Copies, This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same agreement, This Agreement is effective upon transmission by either Party to the other Party of affilly signed facsimile copy of the Agreement after the formal approval by the governing body of the Successor Agency and the City Council. In case of any conflict, the counterpart maintained by the City Council will be deemed to be determinative. IN WITNESS WHEREOF, City and the Successor agency have executed this Agreement as of the date first above written. 04, of South San Francisco LE FWITI= Barry M. Nagel., City Manager Krista I Martinelli, City Clerk Approved as to Forn): Steven T. Mattas, City Attorney 2147397.1 9 Successor Agency to the Redevelopment Agency of t: e City of South San, Francisco M Marty Van Duyn, Assistant City Manager Krista J. Martinelli, Secretary Steven T. Mattas, Agency Counsel DATE: September 17, 201.3 TO: Members of the Oversight Board FROM., Jim Steele, Director of Finance SUBJECT, APPROVING A LOAN AGREEMENT IN THE AMOUNT OF $445,848,00 WITH THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY Ol-S0U'I'H SAN FRANCISCO, TO ALLOW THE SUCCESSOR AGENCY TO MAKE NON-HOUSING RECOGNIZED OBLIGATION PAYMENT FOR EXPENSES THAT WERE NOT OFFSET BY PROJECTED OTHER RE, VENUES DURING BOPS III It is recommended that the Oversight Board approve the attached resolution which approves a loan agreement in the total amount of $445,848.00 between the City and the Successor Agency to the Redevelopment Agency of South San Francisco (SA) for an enforceable obligation of the Successor Agency (SA). BACKGRO IND/D.J. S CUSSION The SA and Oversight Board have approved several enforceable obligations which, due to the timing of the payments, did not coincide with the Recognized Obligations Payment Schedules (ROPS) for their payments, This latest loan agreement covers $445,848,00 to fund a former Redevelopment enforceable obligation on BOPS V, but which was incurred during BOPS 111. This is for the 2006 RDA Debt Service payment made in March 2013, This obligation was projected to be funded via other revenues (not via Redevelopment Property, Tax Trust Fund payments, or RPTTF), and other revenues came in lower than projected. Specifically, staff erroneously projected too much in Oyster Point lrnpactFee Revenue coming in, and as a result, the General Fund had to front the dollars for this portion of the debt service payment, The City Council and SA approved this loan agreement on September 11, 20 13. FISCAL IMPACT The loan agreement totals $445.848.00 and funds had to be advanced from the City to the SA to pay this Successor Agency obligation, If the State Department of Finance (DOF) approves the loan agreement on the next-submitted BOPS as an enforceable obligation of the SA, staff expects that the loan will be fully repaid in early 2014. Staff Report Subject: Loan Agreement, Between the City of South San Francisco and the Successor Agency to the Redevelopment Agency of South San Francisco for Payment of an Enforceable Obligation Page 2 CONCLUSION The attached loan agreement obligates the SA to pay the City back for funds the City had to advance to the SA in order to meet all enforceable obligations during ROPS 111. By: Jim Steele U Finance Director Attachments: Resolution Loan Agreement JSNVDcd Approved: Marty Vail Duyn Assistant City Manage d Director of Economic and Community Development WHEREAS, 'pursuant to Health and Safety Code Section 34180(h) the Oversight Board may approve a request by the Successor Agency to enter into an agreement with the City; and WHEREAS, City and Successor Agency staff have negotiated a loan agreement covering the enforceable obligation for which there are insufficient funds available for timely payment by the Successor Agency; and WHEREAS, funds are available to be loaned by the City for such purpose, and the loan agreement does not violate the City's debt limit under the California Constitution. NOW, THEREFORE, the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco does hereby resolve as follows: 1. The Recitals set fortli above are true and correct, and are incorporated herein by reference, 2. The loan agreement, substantially in the form attached hereto, is hereby approved, and the Assistant City Manager is hereby authorized to execute it on behalf of the Successor Agency and to take such other and further action as necessary and appropriate, to implement the intent of this Resolution. 3. The loan agreement, which along with the supporting calculations and references to prior ROPS is attached to this Resolution and hereby incorporated herein, is for $445,848.00 to fund a former Redevelopment Agency enforceable obligation shown on ROPS V but which was incurred during the time period for ROPS 1.11 and for which insufficient Other Revenues existed to make the full payment as projected on ROPS 111. 4. The Successor Agency is directed to include this loan agreement on the next ROPS, and its submission, along with such supporting documentation and other information as necessary and appropriate, to the Oversight Board, the State Department of Finance and other applicable agencies. PASSED AND ADOPTED this 17th day of September, 2013, by the following vote: AYES: NOES: ABSENT: ATTEST: City Clerk 2 LOAN AGREEMENT BETWEEN THE CITY OF SOUTI I SAN FRANCISCO AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO This Loan Agreement (Agreement) is entered into as of September 17, 2013 ("Effective Date"), by and between the City of South San Francisco, a municipal corporation ("City") and the Successor Agency to the Redevelopment Agency of the City of South San Francisco, a public entity ("Successor Agency"),, City and the Successor Agency are hereinafter collective ely referred to as the "Parties". it] K441 WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Redevelopment Agency") was established under the provisions of the Community Redevelopment Law (California Health and Safety Code § 33000 et seq.) ("CRL"); and WHEREAS, effective June 30. 2011 the Governor signed into law ABxl 26 which automatically suspended redevelopment activities, and on December 29, 2011, the California State Supreme Court upheld the provisions of ABx1 26, thereby dissolving all redevelopment agencies on February 1, 20 12; and WHEREAS, AB x 1 26 was modified by AB 1484, effective as of July 27, 2012, which together withABxl 26 is referred to herein as the "Dissolution, . Law"; and WHEREAS, as a result of the dissolution of the former Redevelopment Agency, the Successor Agency is now administering the daily operations of the former Redevelopment Agency; and WHEREAS, Health and Safety Code § 34171(d)(1)(E) provides that any legally binding and enforceable contract that is not otherwise void as violating the debt firnit or Public policy constitutes an enforceable obligation authorized for payment from the Real Property Tax Trust Fund ("RPTTP) established pursuant to the Dissolution Law; and WHEREAS, Health and Safety Code § 34171(d)(1)(F) provides that contracts or agreements necessary for the administration or operation of a successor agency constitute enforceable obligations authorized for payment from the RPTTF; and WHEREAS, enforceable obligations must be listed on a Recognized Obligation Payment Schedule ("ROPS") and approved for payment by a successor agency's oversight board and the California Department of Finance ("DOF") in order for funds to be received therefore; and WHEREAS, an enforceable ob I i gati o n pursuant to Health and Safety Code § § 3 4171 (d)(l ) (E) and 34171 (d)(1)(F) was listed on the ROPE for the period January-June 2013, ("ROPS 111") as line item 5, and which. contained an estimate of "Other Revenue" to pay for this as shown below: M] WHEREAS. accordingly, the City advanced funds for the payment of the Non-Housing Obligation upon the Successor Agency's receipt of invoices therefore without corresponding sufficient Other Revenues to fund this obligation; and WHEREAS, at present there are insufficient funds in the RPTTF to pen-nit repayment of the Non- Housing Obligation by the Successor Agency; and WHEREAS, Health and Safety Code § 34173(h) authorizes a loan between a city and the successor agency to the city's redevelopment agency for the puiTose of funding enforceable obligations for which there are insufficient funds in the RPTTF; and WHEREAS, Health and Safety Code § 34173(h) further provides that a new enforceable obligation sliall be created for the repayment of such a loan, provided that the receipt and use of the loan funds is reflected on a ROPE approved by the oversight board for the successor agency and submitted to the DOF for its review and approval; and WHEREAS, pursuant to Health and Safety Code § 34180(h), an oversight board may approve a request by a successor agency to enter into an agreement with a city; and WHEREAS, the City and Successor Agency wish. to enter into a loan agreement in the principal arnount of Four Hundred Forty Five Thousand Eight Hundred Forty Eight Dollars and No Cents ($445,848.00) for the purpose of enabling the Successor Agency to pay the Non-Housing Obligation; and WHEREAS, on September 11, 2013 the Successor Agency and the City each approved the Loan and authorized the execution of this Agreement, pursuant to Resolution No. and Resolution No. _, respectively; and WHEREAS, on September 17, 2013, the Oversight Board for the Successor Agency approved the Successor Agency's request to enter into this Agreement, pursuant to Resolution No. -. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree as follows: 4 Estimate of Other Actual Amount of Project Revenue on ROPE III Other Revenue Amount of Loan Row on RODS III Name/Debt Obligation Payee Description/ Pro"ect Sco e to fund a portion of this obficiation Received during RODS III Agreement 2DO6 Tax Row 5 (now Row Debt Service Tax Bank of Allocation 3) Allocation Bonds 1. New York Bonds 1,466,405.00 11020,556,95 445,848 M] WHEREAS. accordingly, the City advanced funds for the payment of the Non-Housing Obligation upon the Successor Agency's receipt of invoices therefore without corresponding sufficient Other Revenues to fund this obligation; and WHEREAS, at present there are insufficient funds in the RPTTF to pen-nit repayment of the Non- Housing Obligation by the Successor Agency; and WHEREAS, Health and Safety Code § 34173(h) authorizes a loan between a city and the successor agency to the city's redevelopment agency for the puiTose of funding enforceable obligations for which there are insufficient funds in the RPTTF; and WHEREAS, Health and Safety Code § 34173(h) further provides that a new enforceable obligation sliall be created for the repayment of such a loan, provided that the receipt and use of the loan funds is reflected on a ROPE approved by the oversight board for the successor agency and submitted to the DOF for its review and approval; and WHEREAS, pursuant to Health and Safety Code § 34180(h), an oversight board may approve a request by a successor agency to enter into an agreement with a city; and WHEREAS, the City and Successor Agency wish. to enter into a loan agreement in the principal arnount of Four Hundred Forty Five Thousand Eight Hundred Forty Eight Dollars and No Cents ($445,848.00) for the purpose of enabling the Successor Agency to pay the Non-Housing Obligation; and WHEREAS, on September 11, 2013 the Successor Agency and the City each approved the Loan and authorized the execution of this Agreement, pursuant to Resolution No. and Resolution No. _, respectively; and WHEREAS, on September 17, 2013, the Oversight Board for the Successor Agency approved the Successor Agency's request to enter into this Agreement, pursuant to Resolution No. -. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree as follows: 4 L 1. Loan. (a) Loan Amount. City agrees to lend to Successor Agency, and Successor Agency agrees to borrow from and repay to City, a Loan in the principal amount of not to exceed Four Hundred Forty Five 'fhousand Eight Hundred Forty Eight Dollars and No Cents ($445,848,00). (b) Maturity Date. The total outstanding Loan principal is due an.d payable by March 3l 2014. 1.2 frepUment. Successor Agency may prepay the Loan, in whole or in part, at any time, without penalty or other charge. 13 Payment. The outstanding principal of the Loan is due and payable on the Maturity Date — 1,4 Security for the Loan. As security for the repayment of the Loan, the Successor Agency hereby pledges certain Unrestricted Revenues (defined below) ("Pledged Revenues") that are received, accrued or held by the Successor Agency and are provided within or attributable to fiscal year 2012 -13, and the principal of the Loan constitutes a first lien and charge on the Pledged Revenues, and is payable from the first moneys received by the Successor Agency from the Pledged Revenues, The term "Unrestricted Revenues" means property taxes assessed and levied by San Mateo County on behalf of the Successor Agency allocated to the Successor Agency in accordance with the Dissolution Law, together with any other income, revenue, cash receipts and any other moneys of the Successor Agency lawfully available for repayment of the Loan. ARTICLE 2 DISBURSEMENT AND ACCOUNTING; USE OF FUNDS 2,1 Disbursement, Loan proceeds may be disbursed to the Successor Agency in accordance with this Agreement upon approval of drawdown requests executed by the City Finance Director. 2.2 Use of Loan Proceeds. Successor Agency may use proceeds of the Loan exclusively for meeting the Non-Housing Obligation as described herein. ARTICLE 3 3.1 Authority. Successor Agency warrants that it has authority, and has completed (or will complete, as applicable) all proceedings and obtain all approvals necessary to execute, deliver, and perform under this Agreement and the transactions contemplated thereby, 3.2 Valid and Binding Obligations, Successor Agency warrants that, when duty executed by the Successor Agency, this Agreement shall constitute the legal, valid and binding obligations of Successor Agency enforceable in accordance with their respective terms, Successor Agency hereby waives any defense to the enforcement of the terms of this Agreement related to alleged invalidity of any provisions or conditions contained in this Agreement. 3.3 No Adverse Action. Successor Agency warrants that there is no action, suit or proceeding pending or threatened against it which might adversely affect the Successor Agency with respect to this Agreement. ARTICLE 4 SUCCESSOR AGENCY COVENANTS 4.1 Notification. Until the Loan is repaid in full, Successor Agency covenants that it will promptly notify City in writing of the ocewTence of any event that might rnaterially and adversely affect its ability to perfbrin its obligations under this Agreement, or that constitutes, or with the giving of notice or passage of time or both would constitute, an Event of De-fault under this Agreement. 4.2 Leaal Compliance. Successor Agency covenants that this Agreement does not violate the Constitutional debt limitation for municipal governments set forth in Article XV1, Section 18 of the California Constitution. ARTICLE 5 5J Indemnity. Successor Agency and City shall each defend, hold harmless and indemnify the other,,., its officers, employees and agents from and against all claims, liability, cost, expenses, loss or damages of any nature whatsoever, including reasonable attorneys' fees, arising out of or in any way connected. with its failure to perform its covenants and obligations under this Agreement and any of its operations or activities related thereto, excluding the willful misconduct or the gross negligence of the person or entity seeking to be defended, indem-ni.fied, or held harmless, ARTICLE 6 DEFAULT AND REMEDIES 6.1 Events of Default. Each of the following events will constitute an event of default ("Event of Default") under this Agreement: (a) Nonpayment Successor Agency's failure to repay the Loan pursuant to Article I hereof. (b) Failure to Perform. Successor Agencys failure, neglect or refusal to perform any promise, agreement, covenant or obligation contained in this Agreement, after any applicable cure periods. 62 Declaring Default, Whenever any Event of Default has occurred, other than a failure to pay any sums due, City shall give written notice of default to Successor Agency, If the default is not cured within thirty (30) calendar days after the Date of Default (defined. herein), or any extension approved in writing by City, City may enforce its rights and remedies under Section 6.3 below, Any default that has occurred shall be deemed to commence on the date that written notice of default is effective pursuant to Section 7.2 of this Agreement ("Date of Default"). In the event of a default in the payment of any installment payment when due, Successor Agency shall have ten (1 O) calendar days from the payment due date to cure such default, whether or not City gives written notice. 6.3 Remedies. Upon the occurrence of any Event of Default, City, in addition to any other remedies provided herein or by law, shall have the right, at its option without any further demand or notice, to take one or any combination of the following remedial steps: I (a) declare that outstanding balance of the Loan and all other sums owing to City under this Agreement immediately due and payable, and (b) take whatever other action at law or in equity which may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder, 6A Default Interest. Commencing on the Date of Default and continuing through the date that all indebtedness and other amounts payable under this Agreement are paid in fall; interest on the Loan will accrue on the outstanding balance, at the rate equal to LAIFptus one percent (I %). 6.5 Disclaimer., If City elects to employ any of the remedies available to it in connection with any Event of Default, City will not be liable for: (1) the payment of any expenses incurred in connection with the exercise of any remedy available to City, and (2) the performance or nonperformance of any other obligations of Successor Agency. ARTICLE 7 MISCELLANEOUS 7.1 Conflict of Interest; Interest of Ern to acs ants Consuitants C7flicers and C7fficials of City or Successor Aj4ency. Except for approved eligible administrative or personnel costs, no employee, agent or consultant who is in a position to participate in a decision-making process or gain inside information with regard to such activities assisted under this Agreement., may obtain a personal or financial interest in or benefit from the activities assisted under this Agreement, or have an interest, direct or indirect, in any contract, subcontract or agreement with respect thereto, or in the proceeds there under either ther for him/herself or for those with whom s/he has family or business ties, during his/her tenure and. for one year thereafter. 7.2 Notices. Any notice, request or consent required pursuant to this Agreement shall be deemed given when delivered personally or three (3) business days after being deposited in the U.S. mail, addressed as follows: If to Successor Agency: Successor Agency to the Redevelopment Agency of South San Francisco P. 0. Box 711 South San Francisco, CA 94083 Attention: Assistant City Manager With copy to Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco If to City: City Of South San Francisco P.O. Box 711 South San Francisco, CA 94083 Attention., City Manager or to such other addresses as the Parties may designate by notice as set forth above. 7.3 Successors and Assigns. All of the terms of this Agreement shall apply to and be binding upon, and inure to the benefit of, the successors and permitted assigns of City and Successor Agency, respectively, I 7.4 Attorneys'. Fees, If any action is instituted by either Party to enforce this Agreement or to collect any sums due hereunder or pursuant to this Agreement, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the Court in that action, 7.5 Severability. If one or more provisions of this Agreement are found invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not in any way be affected, prejudiced, disturbed or impaired thereby, and all other provisions of this Agreement shall remain in full force and effect. 7.6 Amendinents/Entire Agreement. City and Successor Agency reserve the right to amend this Agreement by mutual. consent. It is mutually understood and agreed that no amendment, modification, alternation or variation of the terms of this Agreement shall be valid unless in writing and signed and acknowledged and approved by both parties. This Agreement constitutes the entire agreement of the Parties and no oral understandings or agreement not incorporated herein shall be binding on either Party. 73 'Time. Time is of the essence in the performance of the terms and conditions of this Agreement. 7,8 Governing Law, The laws of the State of California govern this Agreement. 7.9 City Rigbts and Consent, No forbearance, failure or delay by City in exercising any right, power, or remedy, nor any single or partial exercise of City or any right or remedy hereunder shall preclude the further exercise of such right, power or remedy, The consent of City to any act or omission by Successor Agency may not be construed as City consent to any other or subsequent act or omission or as a waiver of the requirement to obtain City consent in any other instance, All, of City's rights, powers and remedies are cumulative and. shall continue in full force and effect until specifically waived in writing by the City. 7.10 Duration/Survival, This Agreement continues in full force and effect until the Loan is repaid in full. 7.11 Headings. The headings within this Agreement are for the purpose of reference only and do not limit or otherwise affect any of the terms of this Agreement. 7.12 Counterparts, Facsimile Copies. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same agreement, This Agreement is effective upon. transmission by either Party to the other Party of a fully signed facsimile copy of the Agreement after the formal approval by the governing body of the Successor Agency and the City Council. In, case of any conflict, the counterpart maintained by the City Council will be deemed to be determinative, IN WITNESS WHERE, OF, City and the Successor Agency have executed this Agreement as of the date first above written. City of South San Francisco -0 Attest: Barry M. Nagel, City Manager Krista J. Martinelli, City Clerk Approved as to Form: Steven T, Mattas, City Attorney E Successor Agency to the Redevelopment Agency of the City of South San Francisco MR Marty Van Duyn, Assistant City Manager Klista J. Martinelli, Secretary Steven T.Mattas, Agency Counsel Redevelopment Successor Agency Oversight Board DATE: September 17, 2013 TO: Members of the Oversight Board FROM: Jim Steele, Finance Director SUBJECT: RESOLUTION MAKING FINDINGS THAT $844,000 IN UNFUNDED RETIREMENT COSTS AND $988,000 IN UNFUNDED RETIREE HEALTH COSTS ARE VALID ENFORCEABLE OBLIGATIONS OF THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO AND ADOPTING A PAYMENT PLAN FOR THOSE OBLIGATIONS It is recommended that the Oversight Board adopt the attached resolution which: Makes findings certifying that the liabilities attributable to the former Redevelopment Agency for unfunded retirement (Ca[)PERS) and retiree health obligations (OPEB) are valid enforceable obligations of the Successor Agency (SA); and Adopts a. payment plan to pay for those liabilities over the next five ROPS periods, including the ROCS that is being considered under a separate agenda item at today's meeting for January through June 2014. BACKGROUND/DISCUS SION The Oversight Board has had several meetings over the past year to discuss a fair way to assign those remaining unfunded costs attributable to employees who provided services to the former Redevelopment Agency (the RDA). Those unfunded liabilities are of two types and have been calculated as of February 1, 2012 * by the actuary approved by, and using a methodology reviewed by, the Oversight Board (Bartel Associates): Retirement Costs: CaIPERS unfunded liabilities; and Retiree Health Costs: Because the City only pays current retiree medical premiums, it has an unfunded obligation for employees for prior service. The City has agreements with all bargaining units that specify that regular employees that retire from the City and from CaIPERS after at least 5 years of service receive lifetime medical premium coverage, For that reason, the City has joined the California Employers Retiree Benefit Trust Fund (CER13'"f'), and will begin paying down that obligation over time. *This was calculated by the actuary effective as of the date of the dissolution of Redeveloprnent Agencies in Califfirnia. Staff Report Subject: Resolution Making Findings on Unfunded Retirement and Retiree Health Costs as Valid Enforceable Obligations Em The Board has had several meetings over the past year to determine an appropriate process to review the extent to which services provided by various positions/FTEs were in fact appropriate obligations of the SA, and also to determine a fair way to allocate those costs to the SA. Those discussions began a process towards completion when the Board met with Doug Pryor, an actuary with the firm Bartel Associates, on March 12, 2013. As a result of the feedback from that meeting, staff provided Bartel Associates with a listing of employees and FTEs that supported the former Redevelopment Agency of the City of South San Francisco by providing services in areas such as code enforcement, planning, and administration, accounting and financial services. That listing was reviewed on several occasions over the last year by the Board, and this last iteration was discussed in detail by the Board on August 20, 2013, At that August 20th meeting, the Board had a lengthy discussion that revolved around several key questions. Those questions included: The relationship between the FTEs and the work done for the former RDA through February 1, 2012, either in eliminating blight, fostering economic growth and/or development, or supporting affordable housing; Confirming the geographical nexus of the staffing charged to the former RDA to the former RDA project areas; Verifying certain arithmetic and actuarial. calculations and assumptions made by the actuary; I-low the work done by these employees specifically was covered by the California Health and Safety Code sections on Redevelopment; Whether the staffing attributable to the RDA was reasonable compared to the share of time spent on non-RDA work (for administrative staff). At the conclusion of the discussion, the Board voted via voice vote to affirm which specific FTEs it believed were appropriate to charge to the Successor Agency as valid financial obligations. The listing of those FTEs is attached. to the resolution accompanying this staff report as Attachment: A. The actuary then calculated the costs attributable to those approved FTEs through February 1, 2012 for unfunded retirement and OPEB costs. That report, dated September 3, 2013 is Attachment B to the resolution accompanying this staff report, FISCAL IMPACT: The actuarial report attached to the resolution accompanying this staff report shows that the unfunded obligations for retirement and retiree health costs are as follows: Retirement Costs: $844,000, Retiree Health (OPEB,) Costs: $988,00o Total unfunded obligations of former RDA employees through February 1, 2012: $1,832,000 At the Board's request, these obligations have been, divided into -five equal installments, and with the Board and State Department of Finance approval of the attached resolution, these obligations will be paid off over the next five RIPS periods, including the ROP'S for January through June 2014 with no interest. Staff Report Subject: Resolution Making Findings on Unfunded Retirement and Retiree Health Costs as Valid Enforceable Obligations Page 3 CONCLUSION. The attached resolution makes findings to certify the above unfunded employee obligations are valid obligations of the Successor Agency, and approves, a payment schedule to retire those obligations over the next five ROPS periods, By: Q-- � � - ;..fit, Approved: Jim el Marty Van Duyn Fin& Director Assistant City Manager and Director of Economic and Community D evelopment Attachments: Resolution Attachment A, Schedule of Positions Attachment B, Bartel Actuarial Report Dated September 3, 2013, JSNVD�ed WHEREAS, pursuant to ABxI 26, as amended by AB 1484, codified. in the California Heal: h and Safety Code, the Successor Agency to the former City of South San Francisco Redevelopment Agency (Successor Agency) is charged with continuing to make payments due for enforceable obligations of the former Redevelopment, Agency; and WHEREAS, certain City of South San Francisco (City) employees provided services to the former Redevelopment Agency until its dissolution on February 1, 2012; and WHEREAS, the obligations to pay those specific employees for retirement and retiree health costs (Employee Obligations) are contractual obligations that the City of South San Francisco has in place with all of its bargaining units; and WHEREAS, Health and Safety Code Section 34171(d)(1)(C) provides that legally enforceable payments required in connection with redevelopment agency employees, including but not limited to pension payments, pension obligation. debt service, or other obligations conferred through a collective bargaining agreement constitute enforceable obligations of a successor agency; and. WHEREAS, only enforceable obligations of a successor agency may be paid from the Redevelopment Property Tax Trust Fund, provided that they are listed in a Recognized Obligation Payment Schedule that is approved by the Oversight Board and the State Department of Finance (DOF); and WHEREAS, the Oversight Board of the Successor Agency inquired of the (DOS') with regard to the appropriate treatment of such Employee Obligations; and WHEREAS, pursuant to Resolution 95-2013 adopted on September 11, 2013, the City Council of the City authorized the execution of an agreement with the California Public Employees' Retirement System (CaIPERS) to establish a trust fund for employee obligations, including Successor Agency Employee Obligations; and WHEREAS, on November 20, 2012, the DOF informed the Oversight, Board Chair that Page I "(The Department of) Finance expects that in most cases unfunded costs for pensions and other employee benefits will be determined to be enforceable obligations, regardless of whether the employees were employed by the RDA or were city employees performing work for the RDA", and WHEREAS, over the past several months, as demonstrated in the record of its meetings, the Oversight Board has engaged in a deliberative process to ensure that the Employee Obligations are conservatively estimated and are truly reflective of specific services provided to the former Redevelopment Agency in order to eliminate blight, foster economic development and/or affordable housing, and/or oversee or administer inister the former Redevelopment Agency; and WHEREAS, such Oversight Board deliberations have included, but have not been limited to, the following events: -On February 14, 2013, the Oversight Board held a lengthy discussion of` Employee Obligations and confin-ned the Successor Agency's use of Bartel Associates, a qualified actuary (Actuary), to calculate the Employee Obligations, and authorized an outline of the scope of .Actuary work to be performed; -On March 12, 2013, the Oversight Board reviewed the Actuary's methodology and assumptions and met with an actuary from Bartel Associates at that meeting and directed staff to provide additional data to the Actuary on Redevelopment Agency staffing history, which the Actuary subsequently used to perform its calculations-, -On August 20, 201.3, the Oversight Board consented to the use of specific full time equivalent (FTEs) for specific positions that had provided services to the Redevelopment Agency, Successor Agency staff cited to specific provisions of the Community Redevelopment Law, Health and Safety Code Section. 33000 et seq., pursuant to which the services forming the bases of the Employee Obligations were provided to the Redevelopment Agency by each position shown on the Schedule of Positions attached hereto as Attachnient A including services required to eliminate blight, foster economic development and/or affordable housing, and administering the Redevelopment Agency; -Also at the August 20, 2013 Oversight Board meeting, for each position shown oil the attached Schedule, specific duties performed by those positions/employees were described and were found by the Oversight Board to be in keeping with the Redevelopment Agency's statutory responsibilities, and WHEREAS, the Actuary has presented its Report, dated September 3, 2013 and attached hereto as Attachment B; and Page 2 WHEREAS, in summary, the Report states that "prior to the RDA being eliminated in February 2012, there were a total of 42 active City employees and 6 retirees who had at least a portion of their positions allocated to RDA over the years. After the RDA (was),.. eliminated, there will be remaining unfunded liabilities associated with these members' City-provided CaIPERS pension and OPEB benefits because the City, like many in California, does not fully fund its OPEB obligations annually, and because CalPERS payment formulas have resulted in pension funding asset rate of'69.8% for Miscellaneous and 70.5% for Safety (both as of the most recent June 30, 2011 CalPERS actuarial valuation)", and WHEREAS-, the Oversight Board has reviewed. and considered the attached Schedule, the attached Report, the accompanying Staff Report, and all public comment received thereon. NOW, THEREFORE, BE IT RESOLVED that the Oversight Board finds and determines as follows: Section 1. The above Recitals are true and correct. Section 2. The Actuary's Report utilizes a conservative approach in estimating the number, of staff positions and Full Time Equivalents (FTEs) providing required services to the former Redevelopment Agency, pursuant to the Community Redevelopment Law, and utilizes the specific FTEs approved by the Oversight Board. Section 3, The staff positions and FTEs associated with those positions, and the resulting Employee Obligations to which the Successor Agency succeeded, are reasonable in proportion to the City's overall employee obligations, and reflect a level of staff support that permitted the Redevelopment Agency to produce property tax increment that over time benefitted and will continue to benefit the taxing entities. Section 4. The Frnployee Obligations are based upon and pursuant to executed labor agreements between the City of South San Francisco and all. of its bargaining units. Section 5. It is fair and appropriate that the various taxing entities that benefited from the services of thet-ori-rier Redevelopment Agency employees should pay their proportionate share of the Employee Obligations incurred through February 1, 2012, when. RDA was eliminated. Section 6, The costs reflected in the Actuary's Report, consisting of Eight hundred forty four thousand dollars ($844,000) for unfunded retirement costs payable to the CaIPERS, and nine hundred eighty-eight thousand dollars (S988,000) for unfunded Page 3 retiree health costs payable to CalPERS for deposit in the California Employers Retiree Benefit Trust (CERB-17), constitute valid enforceable obligations of the SUCcessor Agency. Section 7. It is reasonable and appropriate, and to the benefit of both the holders of the enforceable obligations and the taxing entities, to fund the Employee Obligations over the next five ROPS, periods, beginning with the RAPS for the period January through June 2014, and ending with the ROPE for the period January-June 2016, in five (5) equal installments, with no interest. Section 8. Successor Agency staff is authorized and directed to include in each of the five ROPS for the period January-June 2014 through January-June 2016: -One hundred sixty-eight thousand eight hundred dollars ($169,900) for unfunded retirement costs payable to the CalPERS, and -One hundred ninety-,seven thousand six hundred dollars ($197,600) for unfunded retiree health costs payable to CalPERS for deposit in the California Employers Retiree Benefit Trust (CERBT). until the total of these Employee Obligations are fully paid, and to take such other and further action as necessary to implement the intent of this Resolution. Section 9. If any provision, sentence, clause, section or part of this Resolution is found to be unconstitutional, illegal or invalid, such finding shall affect only such provision, sentence, clause, section or part, and shall not affect or impair any of the remaining parts. Section 10. Effective Date. This Resolution shall take effect immediately upon its adoption. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Oversight Board of the Successor Agency tea the Redevelopment Agency of the City of South San Francisco at a special meeting held on the 17th day of September, 2013 by the following vote: AYES: NOES: Attachments. Attachment A, Schedule of Positions 21396022 ATTEST. Attachment B, Bartel Actuarial Report Dated. September 3, 2013 Page 4 m O N CL. � � t N CL C- Co U) U v-4 4- fl 6 N �r ncs � p C3 :3 CD C� O q CD C9 C3 C? q CD: C'� CD C1 q q L u n O 12 cn Q) 7 CCD � O � C7 2R7 � p C� L_ Q co LLl ?�` 0 0 C7 CD 0 N L N I �y L �Y FhI I 0. ui 4 C7 CS 6 C] 6 Q , AY M Q ....... V" Q C) 1.0 LU 0 pS E atc .. � � V Q L fu (� 0 0 , � � OL C7 C7. Ci C 0 ^ '' £7 0 w r Vy 't t a CL' C U r- m L u rJ f0 M JI c N tU E 0 Chi C2 +�- 0 Ln R5 7 ) •CU O a .i C i �' a L C: L u M — L 0) C .L C7 CU 0 C37 Kn C 0 C3y n3 5 7 ru 0- C + 0 C Ln C.� a1 a-+ `- Ri V O.Y LS. = E C 9Lt Q, r- m C C cl) C, �T% i3 m 0) vs` �. a � 4 U s M c" 0 CL O 0 p C 'N J p to tU ,U PC9 C u N C- "" u a) O d7 C U� u CL d n Q CL q�j ua E c E 0 C] c C: 0- a) � co 0 �n iz 0 L �] N � CL, L- O cn 4- u> 0 y a vi r—La C y a) "o C at � _ Q 17, d c m 0 cr w sa r, � u C"a � Z3 Ca. X ; CL, a c� o � z 0 � ®� Ln p ' z L LLW C: a R LU LU uU u q) u z U < LL �a O N CL. IF9 P6 U. I PT c' <t- V) 0 C1 0 0 OL U CD o a, C! c� o its L m sa cn m 00 V) Go E cu M o 0 C: a c vii a a rq 0 0 0 rd CD yam' z a ra cr ° CD CC) N C ar c, CD c o as a) 1 v C:) � LLI `n o 2 �, L L (a(''°°�'' G rya L 75 �D u� n O 0 �} � .vv��� -0 r � , �Q m dd L > y,,,, +..f D W Ri yy0 0 u Q 0 -0 V 0--0 U Ln L m .6..� f- fu - u Q % j n. i 0c C) p 2 j> v.,. cn ) V) Z3 4-1 L N C) � cc 0 0 E Ln 3: � 5 - � �1 � 'C' S � U '�" c L Qrj - C) L '� aj C3 Ln O ca n E. E a) 7 L Vr p M T3 C3 C N CL a) _0 fll O' 0 p CL is 0 2 a ' O a o 2 V7 a C I-0 Q cm cA UJ cn V) CL u C U m V) 0 ry W W �>y U LL H 0 L " Q z p CI LO Q < C t0 Lu fu 2 U. I PT 0 rn m CL OR 00 0 0 U 04 z � N 0.* (3) — q Ca C o � c) C� ca Ln M° a � uj 1-1 Ecu 46 ai CD o P'4� 0 0 Cab UJ 0 C) C:) CD V) a) M cv 0 m CD -i a LLJ C� C: 0 CD C) 0 N Ln m o CD C- o LU Ln 0 M 4� aE) ro a) c)) -�- fu c: m r E -!A aj (D a (A o E :3 u) m M N LO - U > > > w > J) E M 0 u o Ln O M > 41 c 4� '0 M [a- r- 3: a) u 49 2 w E - M ;5 E 'lo o — C-_ I pi �F C 0) 2 z m E q) OL CL a) 0 2 C: — — 0) < a '0 0) < 0 E = 3-, w o V) — > , 0 cn C: c 4� c c 0 O> U W 0 " a) 42 0 :E 4- 0 ai m a) m t Im = u G) a a) a) cr Q- 3 a E E (n CL p .0 C to �n u 2 Ln :5 —0 C1 LU V) tq1 m 0) =3 Z 4.1 '0 r- :E cu C: CL — 0 M ED 0 2 a) > Po 4-- 0 CL 0 4� CL Cl LA a 0 a) (n (n a) ru -C u > (U i7 C ff C Ln m (D cu -tD cu i a5 CU 0 Z c E C: ', LD 2 cm ro E 0) m E O cn (U -0 -0 0 C E E u LU C. 0 u cc U2,: 0 uj of -j U.J < t3C 7- CL LL Z 0 CL " Uj > Z uj 0 ZL 0 Z) 0 U 0 LU LU C) > LLJ 0 > 0 V) ui w 0 u no u L-Li u o 4� I U" 0 E'er U > ro LU CL a) 0-0 0 Gl R: u LPL 0 rn m CL OR ul to 0 Ln Ln o ai C> = A- T40- Cll (v CL 0 .2 .2 -E CL o E < , 0 u 0 :El OL 0 0 0 0 E E 0 0 -E u as 0 " 0 as 4- 0 4� 'd -0 u in r.r R7 ra N c:n -0 C: c : a) o c E as -r ro 'd 'd c =3 ti 'D t V) ro rO_ 49 0 Q -0 th M N 0 bb N o N r- V) ..z X Q) E m 0 :3 E x CD E r1i aj LO 0 P9 m -* < LM ,e V) N C2� 0 4� 2. � N CD U) m :E 72 > o o u7w CL Ln Ln ul E Ul) "4 2 CL < c 0 q Ln li � C� m Uj Z 0 ro CD ai 0 Ln OR 0 r� Ln "t: co C) LU CD C:) CC N C) UJ 12 C) ha CD ui C) 0 ry O. "o in in m a) ® C; iE c ai > u _0 U m c > CL CL D 0- 0 ro = "0 M a) In m -0 4� M as 0) 4� 0 > M 0) Ln >, aj -0 (z 0) o c (m o > '0 a) u Lu .9; E v7 t 0 E 0 C: 0 �z (D OUDM -0 0" a) Lo - 0 -0 0)'3' 0 4� OL 0 I C: ru � ru .0 D 46 E 0 OL U) Ln (U C (v U') .— a) E a) C CU LO (U m > E ro 4u u as Lp >, a (D r_ .2 o —a) !> (>D 0 C C 0 0 'In :E cCT CL > E o E 0 0 C3 Q w CL 'a -2 Q) 0) OL N fu -0 0 -0 Q) &- M J-- w c E Ul) > M w c E > m V) ul E (U -0 _6 0) 0 a) �; z Q, 0- -0 aj a) -0 ro 9 4� a) > 2 O. p E > Emc-wo 2 E > TEDCW ru Q) a) " .2—. 2 ,oa) Ln CL CL E 2 0 a- So u 2 'a) 2 ca 0- CL 0- uj z U- o ui oC l< C9 0 0 0- LLJ 71 _j LU > - LU U 0 b LA LU 0 z = C < 0 Lu Ln Ln LO Of < a- LU 4-1 0 E u CL z w 0) 0 0 u ul to 0 Ln Ln o ai C> = A- T40- Cll (v CL 0 .2 .2 -E CL o E < , 0 u 0 :El OL 0 0 0 0 E E 0 0 -E u as 0 " 0 as 4- 0 4� 'd -0 u in r.r R7 ra N c:n -0 C: c : a) o c E as -r ro 'd 'd c =3 ti 'D t V) ro rO_ 49 0 Q -0 th M N 0 bb N o N r- V) ..z X Q) E m 0 :3 E x CD E r1i aj LO 0 P9 September 3, 2013 Jim Steele Finance Director City of South San Francisco 400 Grand Avenue South San Francisco, CA 94.080 Re: Redevelopment Agency— CaIPERS and OPEB Unfunded Liability Estimate Dear Mr, Steele: This letter summarizes the Ca1PERS and retiree health (OPEB) unfunded liability estimates for the City of South San Francisco's Redevelopment Agency (RDA). These liabilities exist because employees had provided a portion of their service during their employment with tile City of South San Francisco working for Redevelopment Agency programs and services. In summary, we estimate these amounts to be (amounts in 000's): Background Prior to the RDA being eliminated in February 2012, there were a total 42 active City employees and 6 retirees who had at least a portion of their positions allocated to RDA over the years. After the RDA is eliminated, there will be remaining unfunded liabilities associated with these members' City_ provided CaJPERS pension and OPEB benefits because the City, like many in California, does not fully fund its OREB obligations annually, and because CalPERS payment fon-nulas have resulted in pension funding asset rate of 69.8% for Miscellaneous and 70.5% for Safety (both as of the most recent June 30, 2011 CalPERS actuarial valuation), The City provided data on the active and retired employees who had supported RDA programs and services and asked Bartel Associates to estimate the unfunded liability associated with these benefits for these 48 members for only the portion of time these employees supported RDA. We calculated the RDA percentage for each person based on the average RDA percentage for all years provided for that individual. In any case where an employee was hired before 1996 (the first year the City provided RDA percentages), we assumed the RDA percentage in years worked before 1996 was the same as the percentage in 1996. The City, provided data showed a total of .5 FTE working for RDA in 1996. UM Unfunded Liabil ty % RDA of Total RDA Non-RDA Total Ca1PF,RS $ 844 $ 119,566 120,410 0.7% 'OPER 988 85,099 86,087 1.1% FTotal 1 1,832 1 204,655 206,497 09% Background Prior to the RDA being eliminated in February 2012, there were a total 42 active City employees and 6 retirees who had at least a portion of their positions allocated to RDA over the years. After the RDA is eliminated, there will be remaining unfunded liabilities associated with these members' City_ provided CaJPERS pension and OPEB benefits because the City, like many in California, does not fully fund its OREB obligations annually, and because CalPERS payment fon-nulas have resulted in pension funding asset rate of 69.8% for Miscellaneous and 70.5% for Safety (both as of the most recent June 30, 2011 CalPERS actuarial valuation), The City provided data on the active and retired employees who had supported RDA programs and services and asked Bartel Associates to estimate the unfunded liability associated with these benefits for these 48 members for only the portion of time these employees supported RDA. We calculated the RDA percentage for each person based on the average RDA percentage for all years provided for that individual. In any case where an employee was hired before 1996 (the first year the City provided RDA percentages), we assumed the RDA percentage in years worked before 1996 was the same as the percentage in 1996. The City, provided data showed a total of .5 FTE working for RDA in 1996. UM Jim Steele September 3, 2013 Page 2 The following table summarizes the data used in these calculations, (1117), The Ca1PERS actuarial accrued liability for each employee was calculated as of February 1, 2012, based on the plan provisions and the actuarial assumptions outlined in the CalPERS June 30, 2011 actuarial val Liation report, including a 7.50% discount rate, which is the CalPERS long term assumed earnings rate. CalPERS benefits for retirees were estimated using the average retirement benefit for City wide employees who retired within the 5 year period (using the CalPERS actuarial report). If the actual City paid benefit were used in the calculations we would expect unfunded amounts would be higher, so we believe this estimate is conservative, that is, more likely to be understated. The CalPERS unfunded liability was calculated allocating the market value of assets to actives and iDactives in proportion to their respective actuarial liabilities. For purposes of these allocations, ratios from the June 30, 2011 CaIPERS valuation were used. The estimated CalPERS unfunded liability for the 48 affected members is $844,000, OPEB Unfunded Liability OPEB liabilities are based on the 6/30/12 data measured on 2/1/12. Key assumptions which differ or are assumptions not included in the CalPERS, actuarial valuation are as follows: is Discount rate — 4.00 %. The City has not set up a designated OPEB Trust, so a lower discount rate was assumed, • Demographic assumptions — Ca1PERS 1997-2007 Experience Study, with Scale AA applied to post- retirement mortality to proJect future mortality improvement which is not included n the Ca1PERS study tables. • Participation at retirement — 100% if currently covered, 95% if currently waived. Because the City provides lifetime medical to all City employees who retire with 5 years of service, this is probably a conservative estimate, because some of the employees who waive employee medical now do so for economic reasons (the City pays them a stipend, and they are likely on a spouse's medical coverage now), and prior to retirement, it is likely these employees will revert back to the City's medical plan to take advantage of the lifetime benefit. • Medical trend —Before Medicare, 8.0% medical inflation rate for 2014, trending down to 5.0% for 2020. After Medicare, 8.3% for 2014 trending down to 5.0% for 2020. Since the City does not pre-fund its OP'EB plan, the OPEB unfunded liability is equal to the actuarial liability. The estimated OPEB, unfunded liability for the 48 affected participants is $988,000. Actives Retirees • Count 0 Total Provided in City RDA Data 42 6 a Average of Each Individuals Total Service with RDA 291/10 19% a Total Equivalent Full-Time Positions 12.2 LI • Average Age on February 1, 2012 44.2 60.6 • Average PERSable Wages $104,200 n/a -a, Estimated Average Annual Pension Benefit _j ri/a $35,400 The Ca1PERS actuarial accrued liability for each employee was calculated as of February 1, 2012, based on the plan provisions and the actuarial assumptions outlined in the CalPERS June 30, 2011 actuarial val Liation report, including a 7.50% discount rate, which is the CalPERS long term assumed earnings rate. CalPERS benefits for retirees were estimated using the average retirement benefit for City wide employees who retired within the 5 year period (using the CalPERS actuarial report). If the actual City paid benefit were used in the calculations we would expect unfunded amounts would be higher, so we believe this estimate is conservative, that is, more likely to be understated. The CalPERS unfunded liability was calculated allocating the market value of assets to actives and iDactives in proportion to their respective actuarial liabilities. For purposes of these allocations, ratios from the June 30, 2011 CaIPERS valuation were used. The estimated CalPERS unfunded liability for the 48 affected members is $844,000, OPEB Unfunded Liability OPEB liabilities are based on the 6/30/12 data measured on 2/1/12. Key assumptions which differ or are assumptions not included in the CalPERS, actuarial valuation are as follows: is Discount rate — 4.00 %. The City has not set up a designated OPEB Trust, so a lower discount rate was assumed, • Demographic assumptions — Ca1PERS 1997-2007 Experience Study, with Scale AA applied to post- retirement mortality to proJect future mortality improvement which is not included n the Ca1PERS study tables. • Participation at retirement — 100% if currently covered, 95% if currently waived. Because the City provides lifetime medical to all City employees who retire with 5 years of service, this is probably a conservative estimate, because some of the employees who waive employee medical now do so for economic reasons (the City pays them a stipend, and they are likely on a spouse's medical coverage now), and prior to retirement, it is likely these employees will revert back to the City's medical plan to take advantage of the lifetime benefit. • Medical trend —Before Medicare, 8.0% medical inflation rate for 2014, trending down to 5.0% for 2020. After Medicare, 8.3% for 2014 trending down to 5.0% for 2020. Since the City does not pre-fund its OP'EB plan, the OPEB unfunded liability is equal to the actuarial liability. The estimated OPEB, unfunded liability for the 48 affected participants is $988,000. Jim Steele September 3, 2013 Page 3 Actuarial Certification This letter presents Bane] Associates" CalPERS and OPEB unfunded liability estimates for the City's RDA employees calculated in accordance with actuarial standards of practice, The total unfunded liability is estimated to be $1,832,000. Actuarial liabilities may differ significantly if the Plans' experience differs from our assumptions. The project scope did not include an analysis of this potential variation. We believe the CaIPERS estimates are likely lower than the actual unfunded liabilities we would calculate if we had more complete data on all historical RDA employees. We have relied on demographic information supplied by the City, which has been reviewed for general reasonableness, but not audited, and market values of assets in the June 30, 2011 CalPERS valuation report. The undersigned is a member of the American Academy of Actuaries and meets Academy Qualification Standards to render the actuarial results and opinions in this report. Sincerely, Doug Pryor, ASA, EA, MAAA Vice President c: John Bartel, Bartel Associates Matthew Childs, Bartel Associates 0 TbcntsTuty OF South San �FFanciscoTrojectsVCa➢PERS\RIIAOA SOSFO A-A39-03 RDA 12-02-01 Unfunded Liabilln do- fax: I Redevelopment Successor Agency Oversight Board DATE, September 17, 2013 TO- Mernbcrs of the Oversight Board FROM: Jim Steele, Finance Director SUBJECT: APPROVAL OF 'THE DRAFT RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR THE PERJOD JANUARY THROUGH JUNE 2014 It is recommended that the Oversight Board approve the attached draft Recognized Obligation Payment Schedule (ROT'S) for the period January through June 2014 (RODS V, OR RODS 13- 14B). This ROPS was previously approved by the Successor Agency on September 11., 2014. BACKGROUND/DIS CU S SION Attached please find the next six month period proposed ROPS. This fifth ROPS will form the basis for the County's distribution of property taxes to the City as Successor Agency to pay enforceable obligations for the period January through June 2014, Assembly Bill 1484 requires the ROPS to be submitted to the State and County in fbrm approved by the Oversight Board, The proposed ROPS was approved by the Successor Agency on September 11, 2011 Included on this ROTS' are two types of" obligations that staff wants to point out to the Board: New loan agreements (line items 65-68), two of which the Oversight Board is considering under separate agenda items at this (September 17) Board meeting, Updated line items 51 and 52 for the accrued unfunded retirement and retiree health, obligations that reflect the results of the Bartel actuarial report being transmitted to the Board under a separate agenda item at today's meeting. These two RODS line items assume equal payments of $168,800 (for retirement obligations) and $197,600 (for retiree health obligations) over five ROTS time periods. CONCLUSION Adoption ofthis resolution and schedule will fulfill the requirements of Health and, Safety Code Section 34177(l) regarding adoption of a RODS for the period January through June 20614. Staff Report Subject: Recognized Obligation Payment Schedule for January-June 2014 Page 2 By:_ Approved-,',, Jim Steele Marty Van Duyn ," Finance Directo�, Assistant City Manager d Director of Economic and Community Development Attachments: Resolution Exhibit A - Draft RODS Exhibit B - Support for Administrative Costs Appearing on the Draft R.OPS Exhibit C - Support for Other Revenues Appearing on the Draft RODS PSWVD ca 2147409.1 WHEREAS, pursuant tol-Jealth and Safety Code Section 34177(1), before each six-month fiscal period, the successor agency to a dissolved redevelopment agency is required to prepare a draft Recognized Obligation Payment Schedule ("ROPS") that lists all of the obligations that are "enforceable obligations" within the meaning of Health and Safety Code Section 34177, and which identifies a source of payment for each such obligation from among (i) bond proceeds, (ii) reserve balances, (iii) the administrative cost allowance, (iv) revenues from rents, concessions, interest earnings, loan repayments, or asset sales, or (v) the Redevelopment Property Tax Trust Fund established by the County Auditor- Controller to the extent no other source of funding is available or payment from property tax is contractually or statutorily required; and WHEREAS, the draft RODS must be concurrently submitted to the County Administrative Officer, the County Auditor-Controller, the State Department of Finance and the Oversight Board established to review Successor Agency actions; and WHEREAS, pursuant to Health and Safety Code Section 34177(j), the Successor Agency also must prepare a proposed administrative budget and submit it to the Oversight Board for approval, including the estimated amounts for Successor Agency administrative costs for the upcoming six-month fiscal period and proposed sources of payment for those costs; and WHEREAS, once the RODS is approved by the Oversight Board, the RODS must be posted on the Successor Agency's website and transmitted to the County Auditor-Controller, the State Department of Finance, and the State Controller, NOW, THEREFORE, the Oversight Board. for the Successor Agency to the Redevelopment Agency of the City of South San Francisco does hereby resolve as follows: 1. The Recitals set forth above are true and correct, and are incorporated herein by reference, 2. The Recognized Obligation Payment Schedule (RODS) and administrative budget for the period January I through June 30, 2014 attached hereto as Exhibit A are, hereby approved. 3. The Finance Director is authorized to modify the RODS to Correct errors and provide clarifications consistent with requirements of the Department of Finance and the intent of this Resolution. 4. The City Manager or designee is authorized and directed to take all actions necessary to implement this Resolution, including without limitation, the submittal of the ROPS to the County Auditor - Controller, the County Administrative Officer, the State Department of Finance, and the State Controller, and the posting of this Resolution and the ROPS on the Successor Agency's website. 5. The Oversight Board Chairperson, or Vice Chairperson in his absence is hereby authorized to certify the ROPS. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of South San Francisco at a special meeting held on the 171" of September, 2013 by the, following vote: FAVM NOES: ABSTAIN: ABSENT: 2147387.1 W8130M City Clerk Recognized Obligiation Payment Sch,e, Filed for the January 1, 2014 thrOL Name of Successor Agency: South San Francisco Name of County: San Mateo Current Period Requested Funding for Outstanding Debt or Obliigation _ Enforceable Obligations Funded with Non-Redevelopment Propert, A Funding Sources (B+C+D): B Bond Proceeds Funding (ROPS Detail) C Reserve Balance Funding (ROPS Detail) D Other Funding (ROPS Detail) E Enforceable Obligations Funded with RPTTF Funding (F+G): F Non-Administrative Costs (ROPS Detail) G Administrative Costs (ROPS Detail) H Current Period Enforceable Obligations (A+E): Successor Agency Self - Reported Prior Period Adjustment to Current Perio, l Enforceable Obligations funded with RPTTF (E): J Less Prior Period Adjustment (Report of Prior Period Adjustments Colur K Adjusted Current Period RPTTF Requested Funding (W) County Auditor Controller Reported Prior Period Adjustment to Current Pe L Enforceable Obligations funded with RPTTF (E), M Less Prior Period Adjustment (Report of Prior Period Adjustments Colut N Adjusted Current Period RPTTF Requested Funding (L-M) Certification of Oversight Board Chairman: Pursuant to Section 34177(m) of the Health and Safety code, l hereby certify that the above is a true and accurate Recognized Obligation Payment Schedule for the above named agency. Successor Agency Staff Report Attachment A South San — Francisco. Recognized Obligation Payment Schedule (RI (Report Amounts in V �Pursuant to Health and Safety Code section 34177(1), Redevelopment Property Tax Trost Fund (RPTTF) may be listed as a source of payment A B C D 11 E F Bond Proceeds Reserve Balance Review balances retained for Bonds Issued Bonds Issued approved RPTTF bat; on or before on or after enforceable retained for Fund Balance Information by BOPS Period 12131110 01/01/11 obligations reserve �ROPS III Actuals (0110111 - 6130113) Beginning Available Fund Balance (Actual 01101113) iNote that for the RPTTF, I + 2 should tie to columns L and Q in the I (Report of Prior Period Adjustments (PPAs) 2,381,532 Revenue/Income (Actual 06130113) Note that the RPTTF amounts �should tie to the RCPS III distributions from the County Auditor- _dController Expenditures for ROPS III Enforceable Obligations (Actual 06130113) Note that for the RPTTF, 3 + 4 should tie to columns N 3 and S in the Report of PPAs I Retention of Available Fund Balance (Actual 06130113) Note that the Non-Admin RPTTF amount should only include the retention of 4 reserves for debt service approved in ROPE 111 2,381,532 BOPS III RPTTF Prior Period Adjustment Note that die net Non- Admin and Admin RPTTF amounts should tie to columns 0 and T enir� re"QuTed 5 in the Report of PPAs. 6 Ending Actual Available Fund Balance (1,+ 2 • 3.4. 5) , $ $ ROPS 13.14A Estimate (0W01,1113 - 12131113) Beginning Available Fund Balance (Actual 07101113) (C, D, E, G, 7 and I=4+6,P=H4+F6, and H=5+6) $ 2,381,532 $ $ $ Revenuelincome (Estimate 12131113) Note that the RPTTF amounts should tie to the ROPE 13-14A 8 distributions from the County Auditor-Controller Expenditures for 13-14A Enforceable Obligations 9 (Estimate 12131113) 1� F Retention of Available Fund Balance (Estimate 12131113) Note that the RPTTF amounts may include the retention of reserves 10 for debt servicc approved in ROPE 13-14A 11 =Endi.q Estimated Available Fund Balance (7 _t8 - 9 -10) $ 2,381,532 $ Recognized Obligation Payment Sched January 1, 2014 throuE (Report Amounts in V B C D E F G FA i� Contract/Agreement Contract/Agreement Item # Project Name / Debt Obligation Obligation Type i Execution Date — Termination Date Payee Description/Project Scope 1 Debt Sery Principal COPS Bonds issued 0nor 01101/1999 0813012012 Bank of New York 1999 COPS Conference Center Before 12131110 2 ,Debt Sery Interest COPS Bonds Issued On or 0110111999 0813012012 Bank of New York 1999 COPS Conference Center ,Debt Before 12131/10 3 Sery Principal Tax Altoc Bonds Bonds Issued On or 01/01/2006 09/01/2035 Bank of New York 2006 Tax Alloc Bonds (TABS) il Before 12131/10 4 Debt Sery Interest Tax Alloc Bonds Bonds Issued On or 01/01/2006 09i01/2035 Bank of New York 2006 Tax Alloc Bonds (TABS) Before 12131110 5 Debt Sery —Principal HUD 108 Loans Third -Party Loans 01101/2001 07/2012012 Bank of New York IMUD 108 Loans 6 Debt Sery Interest HUD 108 Loans third-Party Loans 01/0112001 07120/2012 Bank of New York HUD 108 Loans 7 �,Debt Sery Principal Hsg Rev Bonds Revenue Bonds 01101/1999 09101/2018 Bank of New York 1999 Housing Revenue Bonds Issued After 12/3100 8 1, -Debt Sery Interest Hsg Rev Bonds Revenue Bonds 01/01/1999 09101/2018 Bank of New York 1999 Housing Revenue Bond- Issued After 12/31/10 9 Bond Admin/Disciosure Costs Fees 01/0111999 08/3012012 Bank of New York/Willdan Costs to administer the bonds 'COPS 10 Bond Admin/Diselosure Costs TABS Fees 01101/2006 09/0112035 Bank New York/Wildan Costs to administer the bonds i 11 !Bond Admin/Disc Costs Hsg Bonds Fees 0110111999 09101/2018 Bank of New YorklVVilldan Costs to administer the housing bond 12 Oyster Point Ventures DDA OPAIDDA/Constructi Ion 0312312011 11/1112026 Oyster Pt Ventures, LLC Section 3.4.1 of DDA-infrastr. require 13 Oyster Point Ventures DDA OPA/DDAJConstructi 1,03/2312011 11/1112026 Various contractors1staff Secs. 4.5 closg/escrow; 5.2 environ on indemnification,: 5.3 methane monitoring 14 Oyster Point Ventures DDA Project Management 5123/20111 11/11/2026 Legal/Staff costs Soft project management costs Costs 15 Harbor District Agreement Improvement/Infrastr 03/2512011 11111/2026 Harbor District Secs. 6.1 imprvmt,9; 9 cost reimbrsm ucture 16 Harbor District Agreement Improvementlinfrastr 03/2512011 11/1112026 Harbor District Secs. 5,0 lease rev; 7.0 temp. office ucture 7 I Harbor District Agreement Project Management 03/2512011 1111112026 Legal/Staff costs Soft project management costs [=1 `Costs 18 Milier Parking Structure (pf1012) Imprcvementlinfrastr 05115/2009 06/08/2012 iVarious contractors1staff Finish project and pay retentions ucture 19 418 Linden Housing Dev. (pf1027) Imprcvement/Infrastr 01/1312010 06/29/2012 1 Brookwood Group Contracted project work ucture 20 � �nden Housing Dev. Project Management 01/13/2010 06/29/2012 Legal/Staff costs — Soft project management costs Costs, 21 Train Station Imprvmnts Ph Remediation 03/11/2009 1213112014 TechAccutitelWisley Ham Contracted work-site remediation 1(pf1002) 22 Train Station Imprvmnts Phase I Project Management 03/11/2009 12131/201 4 Staff Costs Soft project management costs Costs 23 :p Train Station I m rvmnts fhase 2 Remediation 11210912009 12131/201 Various contractors Site remediation per Cal Trans Agrm 24 Train Station Imprvmnts Phase 2 Project Management 112109/2009 12/31/2014 Legal/Staff GOStS Soft project management costs Costs r77T25 Two Housino Replacement Units Miscellaneous 10511312009 06/30/2013 Future Developer Replacement .housing obligation 26 Two Housingfeplacement Units Miscellaneous 1105113/2009 0613012013 LeL/Staiff costs Soft project management costs 27 Shearwater/Bay West OPA Project Management 11/2112000 0613012013 Staff Costs ,Soft project management costs II 'Posts I F, ---- 28 'Gateway OPA . ........ .. . .. . ...... .. �Project Management 11/19/1981 oft project management costs J 'Costs Recognized Obligation Payment Schedi January 1, 2014 throug (Report Amounts in \A A B C D E F G II Contract/Agreement Contra ct/Ag reement Item # Project (Name / Debt Obligation Obligation Type Execution Date Termination Date Payee Description/Project Scope 29 C. I.D. Housing Access Miscellaneous 04/1312011 05131/2012 C.I.D. Housing Access Grant to non-profit 313 'Neigh. Servs. Ctr.(NPNSC) HH Miscellaneous Miscellaneous 0411312011 05131/2012 Neigh, Servs. Ctr. Grant to non-profit 31 Reblding Together-Pen.-Natl R.Day Miscellaneous 04/13/2011 0513112012 Rebuilding Together-Pen. Grant to non-profit 32 I i Together �Re_bldmg �Togelher-Pen.-Safe Home 0411312011 0513112012 Rebuilding Together -Pen. Grant to non-profit 1 33 IHIP Housing-Home Sharing Frog Miscellaneous 04/13/2011 0513112012 HIP Housing Grant to non-profit 34 Shelter Network- Crossroads Miscellaneous �Miscellaneous 0513112012 Shelter Network Grant to non-profit 35 Shelter Network-Maple Street 0411312011 0513112012 Shelter Network Grant to non-profit n Samaritan House-Safe Harbor Miscellaneous 10710112010 0613012011 Samaritan House Grant to non-profit from 10-11 37 Samaritan House-Safe Harbor Misceilaneous 10-4/131201 05/3112012 Samaritan House Grant to non-profit from 11-12 38 Sitike Counseling Center Miscellaneous 04/13/2011 05/31/2012 Sitike Counseling Center Grant to non-profit 9 39 Mgmt. of grants in rows 38-47 Project Management 0411312011 12/31/2012 Staff costs Soft project management costs labove Costs 40 �; Station Area/Planning LO Program Project Management 0210912011 08107/2014 Staff Costs Match funding for State grant (10110' , Costs 41 Mid Peninsula Loan Miscellaneous 11119/2008 0110612012 Union Bank (for Mid Pen) Loan for affordable housing project 42 Buon Gusto RistoramLe Loan Miscellaneous 1212112010 0613012013 Ristorante Buon Gusto Loan for commercial expansion proje( Reserve for Existing Claims jLitigation 07/0812011 0miwI3 Claimants Reserves for costs for existing litigation 44 �Local Tax CompIiance/Rptg. Fees 0612412011 1213112012 Muni Financial Services Contracted roll correction work ,Services 45 Maintenance of Non-Hsg Properties Property 0210112012 06130/2014 Various contractors Rehab, repair, maintenance, & utilities Maintenance 46 Maintenance of Non-Hsg Properties ,Properly 02/01/2012 0613012014 Legal/Staff costs Soft project management costs Maintenance 47 Administration Costs Admin Costs 02/0112012 06/3012014 Various contractors /mist Costs to administer Successor Agenc F48 Administration Costs Admin Costs 1 02/01/2012 06/3012014 Legal/Staff costs Costs to administer Successor Age nc 49 Property Disposition Costs Property Dispositions 10210112012 06/30/2014 Various contractors Initial envir. testing, noticing, listing costs 50 Property Disposition Costs Property Dispositions 0210112012 06/30/2014 Legal/Staff costs Soft project management costs 51 Accrued PERS Pension Obligations Unfunded Liabilities 01101/1980 0613012016 CaIPERS Costs incurred through 02/01/2012 52 Accrued Retiree Health Obligations Unfunded Liabilities 01/01/1980 06/30/2016 CalPERS Retiree Benefit Costs incurred through 0210112012 Trust (CERBT) 53 Redemption 1999 Housing Rev Bonds Issued On or 0510812012 12131/2012 Bank of ew York Early payoff rows 8 & 9 �Bonds Before 12131/10 54 'Prepay - HUD 108 Loans&1999 1Bands Issued On or 05/08/2012 0813012012 Bank of New York Early payoff rows 2, 3, 6, & 7 COPS lBefore, 12/31/10 55 'Fund Escrow Acct to call 2006 Tax Miscellaneous 0510812012 09/0112016 Bank of New York Fund escrow acct to call rows 4 & 5 a I �Aflocation Bonds first redempti on date of 911/2016 56 LMIHF and Non Hsg Fund Audits Dissolution Audits 0011 0/2012 06/30/2013 Badawi & Associates New audits required by AB1484 57 1999 Housing Bond Proceeds Bonds Issued On or 10123/2013 12/3112014 Future Developer To be used on law /mod housing dev Before 12/31/10 58 Previously unfunded Admin costs jAdmin Costs 101/01/2012 0613012012 Legal/Staff costs and Previously unfunded Admin costs froi from January through June 2012 various contractors January through June 2012 BOPS ROPS 59 Audit Services /Dissolution Audits �03129/2012 06/30/2013 Maze & Associates Annual.,aud!tin g re uirements 60 Loan Agreement with City R ­SSF. !PrO Peni;d PFTTF 02)1212012 0810112013 City of South San Francisco iFund legal agreement payments in legal settlement costs �Shortlall excess of BOPS III estimate 61 Loan Agreement with City of SSF- P—riorPerlod RPTTF 02/1212012 0810112013 City of South San Francisco !Fund additional cost of TABS debt additional debt service interest (Shortfall iservice interest payment in excess of BOPS 11 estimate Recognized Obligation Payment Schedi January 1, 2014 throuG (Report Amounts in V A B C D E IF Contract/Agreement Contract/Agreement Item # Project Name / Debt Obligation Obligation T pe I Execution Date Termination Date Payee Description/Project Scope 62 Loan Agreement with City of SSF- Prior Period RPTTF '02112/2012 08/0V2013 City of South San Francisco Fund additional cost of accounts accounts payable 'Shortfall !receivable for costs incurred during IROPS I via accounts payable, but pal during ROPS 11. 63 Loa n Agreement with City of SSF- Prior Period RPTTF 0211312013 08/0112013 City of South San Francisco Fund costs shown on ROPS I paid 'ROPS I costs incurred during ROPS Ott Shortfall during ROPS Ill. 64 Actuarial Consultant Miscellaneous 1101101/2013 06/3012013 Consultant TBD To calculate obligations listed in rows 51 and 52 65 Loan Agreement with City of SSF- Prior Period RPTTF �04/1612013 01Y31)2014 City of South San Francisco Fund additional payment to contractor additionat payment to contractor Shortfall in excess of ROPS I I I cost estimate 66 Loan Agreement with City of SSF- Prior Period RPTTF 0711612013 0310312014 City of South San Francisco Fund additional payment to lender in payment to lender Shortfall excess of ROPS I estimate that was ,additional incurred during ROPS 11. 67 Loan Agreement with City f 7SF- �'Prior Period RPTTF 09117/2013 06/30/2014 City of South San Francisco Fund costs incurred during ROPS III i additional ROPS 011 costs in excess Shortfall excess of original cost estimates of approved cost estimates 68 Loan Agreement with City of SSF- Prior Period RPTTF 09/1712013 061301201 City of South San Francisco Fund costs incurred during ROPS III i additional ROPS III costs in excess Shortfall excess of other revenue estimates of other revenue estimates Recognized Obligation Payment Schedule (RODS) t: Reported for the ROPE I (January 1, 2[113 through June 36, 2013) Perioc fR.vort Amounts in whr. HOPS 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 ROP: approved for the POPS 13-148 Janus ttTrcu h June 2014 eriod wit' be offset b the SAs self-reported POPS III prior adjustment. HSC Section 34186 (a aiso s ecifies that the hor eriod adjustments self -rs orted b SAs are subject t A B B ! ! C D D E E P P G G 4 4d I J J K K L !4 N D D Non- RPTTP Expenditures Lr41stF l I lie.— Bal.ne. (Ineludas LMIHI' Duo Qlllgonoe { {Includes Olh r Fu d .ad Assaf. Peviaw (DDR) retained bsla- -) B Band Proceeds D DDR retained helanr:ea) o other Funds N Nn Admin Available RPTTF CROPS III D DdNhranoa edistslbutad « 211 N Net L..ser of ( (If bt is Gas. thar othrere dabla as of A Authorizadt t the dlfforonca Projuuk Hama 1 0wbt o Aukhori..d A Aakual A Authorized. A Actual A Authoriz.ed 1 1Y1r13) M Mailabl. A Acl.aE z zvro) Ifem X t tlbli ak4an A Author -d A Actual A Autharl ild A Actual A $ - $ $ $ $ .. $ $ - I I$ 1 466.405 � �$ 1.486x405 $ $ 3,450,947 $ $ 3.460 947 $ $ 2 $ 3.413,620 $ $ 1 1 r r Qsbt gery PrinaiPal CCPs � � 8 2 2 , , Debt Sery Intarcest COPS i i $ 23�450,947 $ $ jDabt Sery Principal Tax Aloc 3 3 B Bands $ $ D 4 B Debt 9., Interest Tax Allo 4 1 456,4C6 1 1466.405 3 34,717 3 34,717 $ $ a a4,7t7 $ $ D .h1 5., N1,04 HUD 1DS $ 6 L Loans $ _ 3 3 g l Debt Sary lnteresl HUD 109 r $ $ - $ $ Datii Sery PrIRGiPal Hag Rsv 7 I IBands e I DebL So, Interest 4.9 Rev 3%'530 3 37,630 $ $ 37,530 9 97,530 S S. Band AdTWI)ii c]usure Costs Bond Adminroisnlosure Caste 5,000 6 6,000 $ $ 5,000 1 7 7,625 $ $ 10 V VAB. r r 5 15 I Baca AtlmirWD so Costs Hisg 2.500 2 2.500 $ $ O $ 12 Y Y 3 3,004 000 3 3000.000 $ O,OOC 3 3.000108' $ S 13 o oyetar Point Ventures DDAa. 8 _ 1 18,Ctl0 i iB4OQP1 $ $ i 7955 $ $ 10,1 f4 Op er Point Vsntues DDA $ $ - $ $ t5 H Harbor District Agreement $ $ $ $ 16 H H b Dl.vi�ot Agraarm�ent ° ° $ $ 17 H Harbor Pi.atrict Agreement ! ! 1 18000 1 18,000'$ 1 10 COD 1 1. 122 $ $ 17,E Miller Parking Structure t8 ( (pfN012) 418 Linden Housing Dev $ $ 79 $ ,IP11027) $ $ $ Train Sr;Iinn irnpr'vmnt Ph 21 1 1(Pfl 2) Timm Stalion Imprvmnts Phase $ 22 : :1 $ $ $ 7 asn SIMI- ImprvmnLS Phase Train Slsklan Imprvmnt's Phase I 1 1,200 I I 1,200 $ $ 1,200 $ $ 24 2 2 I Two Housing RaPlaa.ment $ ` $ $ 25 L L1rttits t t $ Two H.00l g Replacameni 26 L Lin" 28 G Gateway OPA 29 C C.I.D. Housrrog Access j j $ $ - $ $ a0 N Narg9r. 80rvs Ctr f1PNSC; HH ! ! I Rakaldlna T.gether- Pan:N2tl ' ' I I $ 31 R R. Day . .... $ $ $ Rehlding T'ogethac-Pen. -Sala l l 32 H Hanle $ ..... $ $ ....._... ' '$ HIP Housing -Hume Shading L.. $ $. 33 P Prag L L. . $ .'.. $ . I I Shofar Network - Crossroads L $ - - -$- 35 S Shreltar Nalwwk -Maple Strael . ._.._... $ $ $ $ 96 S Samarfen HousaSafe Harbor j j $ ........ $ $ 37 S Samaritan H ..... Sofc Harbor . $ - 38 S Sitiks Counseling Center AhgmI of grants I, Haws 38-47 0 0... 30 b bane St toe Area/Planning LU 30,000 3 39:066 $ $ 30 Cn0 4tl . Program , ,_....... .. ,.., 3 Recognized Obligation Payment Schedule(ROPS) 1 9 Peponed for the ROPE III (January 1„ 2019 through June 34, 21 Per oc rraaoorl Amr,.anfa in whr IROPS III Successor Agency (SAp Self - reported Prior Period Adjustments (PPA): Pursuant to 11SC Section 34186 (a), SAs are required to report . the differences between their actual available funding and their actual expenditures for the ROPE aRproved for the ROPS 13 -1413 Janua throw h June 2014 eriod will be offset by the SA's sett-reported BOPS III p riot pei 'lod adjustrnent. NSC Section 34156 a also specifies that the rior enod ad'ustments sell -re ortad b SA s are sub ect t, I B e D P P w I u N L M N a Non- RP'TT'F Ex enditures LMIMF' Rasarvs Balance (D cludns LIAIHF Due Dingervca (tns;tledes Other F d nd Assets Rewrvew IDDR ) re alned belanc -) Band Pracaads i retained b0ancea) Oth.r Funds Non -Admin -put RPTTF (HOPS VII faranee I dmufle fed - 0 Nat Lessor of IaaS than r— svaH.ble as of AuthaH-W f9ranca Prajact Pleura Pt7obt AutSarizad Actual ''. Authorized ''.. Aatual Autharisad A0,rd A.uthoriaed Aaluatl A'utharlaed 1111131 A- ifidule Azarol g $ 1,4408 $ t�A0d4a5 $ J,450947 34.50947 J.450,947 3,$ _L410 020 $ 454e Redmpu— 1909 H-ring Rev t $ $ 53 18ands Prapey lMUD 100 hens &1g99 $ 5 54 GOPs f 55 Fund Escrow Acct to cell 2406 jTax Allocation Sands 50.909 50,000 $ 56.009 509tl0 $ i 56 LMIHF and Non Hs Fund Audits g W 0.D0@ 2O,o0tl $ 2f7.000 2o.00tl $ 57 1999 Housing Bond Pracoede - Previouslyunfunded Aimin hosts from January through ,tune $ $ Sa 12012 130P5 59 Audit Services $ $ Loan Agreement with City of $ $ 6o SSF- Iegel '. settlamanl casts Loan AgmemeIt with oity pf 67 ssr.,dlli4nal debt service �I Loan A,9rearmeIt w!In City of 1 6.. ISSF- accounts payable Loan Ageemenl with City wf �saF- R)RS I costa insurrad . $ $ 63 during RbP5II 6A AGItYecial Consullanl ! $ $ Recognized Obligation Payrner I January 1, 2014 throuC Item Notes/Comments 3, 4, 10 WhHe these bonds are due no later than 9/1/35, and if not paid off until then woulc ROPE, the Oversight Board is working to pay the bonds off at their earliest call da . ..... .. .... 12 On 5/8/12 the OB approved funding an escrow account to fund this obligation. TI, increasing the escrow account to $18M. . .... .. .... . ..... — . ... .... . - 47,48 The Total Outstanding Obligation column must be populated with a dollar amount ;challenging at this point, This estimate currently shows $350,000 per year for 8 rr .. . ...... . . .... .. . . .. . ...... 51, 52 Certfication of unfunded retirement and retiree health costs and adoption of payrr . . . ....... 'On 05/08/2012 the Oversight Board approved funding an escrow account to call tl 55 154,5 million in the escrow account. Due to expected interest earnings and the an anticipated. Final bond payoff on 9/1116 is anticipated to be $58,175,509.38. . . ....... ... . .... . .. . . . .............. 57 �The 12118/12 DOF ROPE III determination letter says in part, "'upon receiving a Fi HSC 34191.4 (c).)'" SSF received the Finding of Completion from DOF on 5124/1, .. .... . .... ...... P9 I SLIccessor Agency Adrnh'dst� ative Budget January - June 2()1.4 Position Title FTE Employee Costs FY13-14 (Semi- Annual) Director of Finance 5% 14,962.75 Adminstrative Assistant 11 5% 8,104.42 Assistant City Manager 5% $ 16)705.75, City Manager 5% $ 18,023.78 Sr Accountant 3% $ 5,14539 ECD Coordinator 4% $ 7,813.49 Management Analyst 6% $ 9,,334.20 RDA Manager 4% 8,870.33 Accounting Assistant 11 5% $ 5,535.97 ISr Financial Analyst 6% $ 10,290,78 Miscellaneous staff 3% $ 6,652.74 1 City Clerk 6% $ 13,559,10 Subtotal 51% 124,1998.70 GRAND TOTAL $256,152.70 Notes: 1 Staff costs include payroll, benefits, and retirement costs 2 Payment source for six month period is from the Administrative Allowance 3 Maximum administrative costs are based on 3% the total estimated net new funding needs on the ROPS R:\Aguilar\Successor Agencies\EOPS and ROPS\13-14A ROPS\Admin Positions FY13-14B-OSB NO Exhibit C Estimated Other Revenue Item # Source of Revenue Six Month Total! I 1) 1 Rents 233,1' 00.00 Interest on Investments 1,000.00 1 Interest from Business Loans I $ 12,786.00 1 4L Principal from Business Loans _L 1 1p 0, A 18,738,00 5) Repayment from Sewer Fund Interfund Loan $ 972,360.00 Estimated Repayment from Oyster Point Impact Fee 6) _ Interfund Loan 0.00 Totals 1 $ 1,237,984.00 1 Rounded Total Used'on ROPS 1,238,000.00