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01-19-2016 - Approval of Meeting Minutes (receive & file) - Item No. SA1 (2).pdfCity of West Covina Memorandum AGENDA ITEM NO. SA1 DATE: January 19, 2016 CITY OF WEST COVINA SUCCESSOR AGENCY TUESDAY, SEPTEMBER 01, 2015, 7:00 PM REGULAR MEETING CITY HALL COUNCIL CHAMBERS 1444 W. GARVEY AVENUE SOUTH WEST COVINA, CALIFORNIA 91790 MINUTES CALL TO ORDER — Chairman Fredrick Sykes called the meeting to order at 9:50 p.m. ROLL CALL Present: Chairman Sykes, Vice Chairman Toma Agency Members Spence, Warshaw, Wong CHANGES TO THE AGENDA No changes made. ORAL COMMUNICATIONS CONSENT CALENDAR SA1) Approve Renewal of Letter of Credit for the 1999 Tax Allocation Bonds It is recommended that the City Council, acting as the Successor Agency to the West Covina Redevelopment Agency, adopt the following resolution: RESOLUTION NO. 2015-66 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE WEST COVINA REDEVELOPMENT AGENCY AUTHORIZING THE Tuesday September 01, 2015 EXECUTION AND DELIVERY BY THE AGENCY OF A FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT AND THE TAKING OF CERTAIN ACTIONS IN CONNECTION THEREWITH Motion by Wong and seconded by Warshaw to adopt Resolution No. 2015-66. Motion carried 5-0. AYES: Spence, Toma, Warshaw, Wong, Sykes NOES: None ABSENT: None SA2) Loan Agreement Concerning Litigation Fees Incurred for the ROPS Periods of February 2012 to June 2012, July 2012 to December 2012, and January 2014 to June 2014 which Exceeded the Litigation Cost Estimates for those Same Periods It is recommended that the City Council, acting as the Successor Agency to the West Covina Redevelopment Agency, approve the Loan Agreement concerning Litigation Fees incurred for the ROPS periods of February 2012 to June 2012, July 2012 to December 2012, and January 2014 to June 2014 that exceeded litigation cost estimates for those same periods. Motion by Wong and seconded by Warshaw to approve. Motion carried 5-0. AYES: Spence, Toma, Warshaw, Wong, Sykes NOES: None ABSENT: None SUCCESSOR AGENCY BOARD MEMBER COMMENTS None ADJOURNMENT Motion by Wong and seconded by Warshaw to adjourn the Successor Agency Regular Meeting at 9:54 p.m. Submitted by Rosana A. Conde, CMC Assistant Agency Secretary James Toma Chairman 2 CITY OF WEST COVINA SUCCESSOR AGENCY TUESDAY, SEPTEMBER 15, 2015, 7:00 PM REGULAR MEETING CITY HALL COUNCIL CHAMBERS 1444 W. GARVEY AVENUE SOUTH WEST COVINA, CALIFORNIA 91790 MINUTES CALL TO ORDER — Chairman Fredrick Sykes called the meeting to order at 10:20 p.m. ROLL CALL Present: Chairman Sykes, Vice Chairman Toma Agency Members Spence, Warshaw, Wong CHANGES TO THE AGENDA No changes made. ORAL COMMUNICATIONS CONSENT CALENDAR SA1) Successor Agency Treasurer's Report for the Month Ended July 31, 2015 It is recommended that the City Council, acting as the Successor Agency to the former West Covina Redevelopment Agency, receive and file this report. Motion by Spence and seconded by Torna to approve. Motion carried 5-0 as follows: Tuesday September 15, 2015 AYES: Spence, Toma, Warshaw, Wong, Sykes NOES: None ABSENT: None SA2) Approval and Transmittal of an Administrative Budget for the Successor Agency to the Former West Covina Redevelopment Agency and a Recognized Obligation Payment Schedule "ROPS" Pursuant to AB1X 26 for the Period of January 1, 2016 through June 30, 2016 It is recommended that the City Council, acting as the Successor Agency to the former Redevelopment Agency of the City of West Covina, adopt the following resolution: RESOLUTION NO. 2015-68 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, ACTING AS SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF WEST COVINA, APPROVING AND AUTHORIZING THE TRANSMITTAL OF AN ADMINISTRATIVE BUDGET FOR THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF WEST COVINA AND A RECOGNIZED OBLIGATION PAYMENT SCHEDULE "ROPS" FOR THE PERIOD JANUARY 1, 2016 THROUGH JUNE 30, 2016, PURSUANT TO ASSEMBLY BILL 1X 26 (AB1X 26) Motion by Spence and seconded by Toma to approve. Motion carried 5-0 as follows: AYES: Spence, Toma, Warshaw, Wong, Sykes NOES: None ABSENT: None SA3) Revised Amendment to Reimbursement Agreement for the Renewal of the Letter of Credit for the 1999 Tax Allocation Bonds It is recommended that the City Council, acting as the Successor Agency to the former Redevelopment Agency, approve the revised First Amendment to Reimbursement Agreement for the Taxable Variable Rate Demand Tax Allocation Bonds, Series 1999 and authorize the Interim Executive Director to execute all necessary documents by adopting the following resolution: RESOLUTION NO, 2015-72 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY REPEALING RESOLUTION NO. 2015-66 AND AUTHORIZING THE EXECUTION AND DELIVERY BY THE AGENCY OF A FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT AND THE TAKING OF CERTAIN ACTIONS IN CONNECTION THEREWITH Motion by Spence and seconded by Toma to approve. Motion carried 5-0 as follows: 2 Tuesday September 15, 2015 AYES: Spence, Toma, Warshaw, Wong, Sykes NOES: None ABSENT: None SUCCESSOR AGENCY BOARD MEMBER COMMENTS None ADJOURNMENT Motion by Warshaw and seconded by Spence to adjourn the Successor Agency Regular Meeting at 10:22 p.m. Submitted by Rosalia A. Conde, CMC Assistant Agency Secretary James Toma Chairman 3 City of West Covina Memorandum AGENDA ITEM NO. SA2 DATE January 19, 2016 TO: Chair and Board Members of the Successor Agency FROM; Chris Freeland Executive Director BY: Christa Buhagiar Finance Director SUBJECT: SUCCESSOR AGENCY TREASURER'S REPORT FOR THE MONTH ENDED NOVEMBER 30, 2015 RECOMMENDATION: It is recommended the City Council, acting as the Successor Agency to the former West Covina Redevelopment Agency, receive and file this report. DISCUSSION: The Investment Policy of the City of West Covina also applies to the Successor Agency to the former West Covina Redevelopment Agency. In accordance with Section XVI of the City of West Covina Fiscal Year 2015-16 Statement of Investment Policy, a Treasurer's Report for the month ended November 30, 2015, is hereby submitted to the Successor Agency. It also includes cash held by trustees for all bond issues and cash in the various Successor Agency bank accounts as well as reporting on compliance with the City's Investment Policy and providing a statement of the ability to meet budgeted expenditure needs for the following six months. At November 30, 2015, the Treasurer's Report shows that the Successor Agency's portfolio decreased by $1,488,708.24 from $8,492,523.66 on October 31, 2015, to $7,003,815.42 on November 30, 2015. The major decrease is the result of the $833,072.50 payment to Starwood for the Community Facilities District (CFD) FY 14/15 Developer Advance Repayment and Successor Agency debt service payments. The Successor Agency's surplus funds are in investment pools with the State of California Local Agency Investment Fund (LAIF) and the Los Angeles County Investment Pool (LACIP). These funds are completely liquid, as the City can withdraw them at any time. Approximately 88 percent of the portfolio is on deposit in LACIP and the remaining small amount of available cash is on deposit in the checking account and LATE. The Bond Detail Report includes Fiscal Agent investments of Successor Agency cash which is being held to service various issues of bonded debt. Prepared by: Nicole Lugotoff Accounting Manager Reviewed by: Christa Buhagiar Finance Director ATTACHMENT NO. 1— Treasurer's Report Market Value 370,041 560,815 565 799,923 996,553 5,042,650 Book Value 397,041 560,815 566 779,488 996,553 5,042,650 7,770,548 $ 7,777,113 11A_Qt Nicole Lug otoff, Acc anager West Covina Successor Agency Treasurer's Report November 30, 2015 Book Value Market Value % of Portfolio Investment Portfolio Bank Accounts $ 870,936 $ 870,936 12.44% State Local Agency Investment Fund (LAIF) 2,044 2,045 0.02% Los Angeles County Investment Pool (LACP) 6,130,835 6,130,835 87.54% 7,003,815 $ 7,003,816 100.00% Total Cash and Investments Blended Yield * 0.74% Benchmarks: LAIF 0.37% LACIP * 0.74% 6mo U.S. Treasury 0.42% 2yr U.S. Treasury 0.94% 5yr U.S. Treasury 1.65% Restricted Funds with Fiscal Agent 1988 Housing Set-Aside Tax Allocation Bonds Series A & B 1998 Housing Set-Aside Tax Allocation Bonds Series A & B 1999 Taxable Variable Rate Demand Tax Allocation Bonds 2001 Housing Set-Aside Tax Allocation Revenue Bonds 2002 Taxable Variable Rate Lease Revenue Refunding Bonds 1996 Special Tax Refunding Bonds Total Restricted Funds * To ensure timely submission of the City Treasurer's Report, the prior month's LACIP percentage yield is used. I hereby certify that the investments are in compliance with the investment policy adopted by the City Council in July 2015. The investment portfolio provides sufficient cash flow liquidity to meet estimated expenditures for the next six months. This report meets the requirements of Government Code Section 53646. PREPARED BY: SUBMITTED BY: C(rrista g nce Director iar, Ale 2,043.95 $ 7,836,722.08 220,397.58 8,059,163.61 1,709,790.00 615,000.00 $ 2,324,790.00 2,043.95 6,129,333.65 1,501.69 $ 6,132,879.29 2,401.57 396,104.11 $ 398,505.68 West Covina Successor Agency Investment Portfolio Activity November 30, 2015 Checking Accounts October 31, 2015 Deposits Withdrawals November 30, 2015 Wells Fargo Checking Wells Fargo Checking - C.F.D. Subtotal $ 105,991.66 327,368.39 $ 433,360.05 $ 1,709,790.00 $ 1,708,368.23 1,667,290.00 1,231,135.69 3,377,080.00 $ 2,939,503.92 107,413.43 763,522.70 870,936.13 Other Investments Local Agency Investment Fund (LA1F) Los Angeles County Investment Pool (LACIP) Los Angeles County investment Pool (LACIP) - C.F.D. Subtotal Total Successor Agency $ 8,492,523.66 $ 3,775,585.68 $ 5,264,293.92 $ 7,003,815.42 In June 2015, the Successor Agency received funds from the DOF-approved ROPS for the July to December 2015 period which will provide sufficient cash flow liquidity to meet estimated expenditures from July to December 2015. West Covina Successor Agency Investment Portfolio Detail November 30, 2015 Issuer/Security Local Agency Investment Fund LAIF - Successor Agency Local Agency Investment Fund Subtotal Los Angeles County Investment Pool LACIP - Successor Agency LACIP - CFO Los Angeles County Investment Pool Subtotal Maturity Book Market Date Yield Value Value N/A 0.37% $ 2044, $ 2045, 2,044 2,045 N/A 0.74% N/A 0.74% 6,129,334 1,502 6,130,835 6,129,334 1,502 6,130,835 Portfolio Total 6,132,879 $ 6,132,881 West Covina Successor Agency Bond Detail Report November 30, 2015 Bond / Investment / Issuer / Account Maturity Date Rate Market Value* Original Cost 1988 Lease Revenue Refunding Bonds (The Lakes Public Parking Project) Federated Treasury Obligations Federated Investors Co Reserve 8/1/2018 Original LOC #NZS671159 I CUSIP #S86714370 Wells Fargo L/C Fund 8/1/2018 $ 369,647.65 S 396,647.65 392.90 392.90 $ 370,040.55 $ 397,040.55 1998 Housing Set-Aside Tax Allocation Bonds Series A & Taxable Series B (Executive Lodget Project) First American Treas Oblig Cl d Corp Trust First American Funds, Inc. Bond 9/1/2025 0.03 $ 0.03 Interest Series A 9/1/2025 interest Series B 9/1/2025 Reserve Series A 9/1/2025 Reserve Series B 9/112025 Project Fund Series B 911/2025 Principal Account 911/2025 344,290.00 101,650.00 114,680.87 194.59 $ 560,815.49 344,290.00 101,650.00 114,680.87 194.59 $ 560,815.49 5.27% 1999 Taxable Variable Rate Demand Tax Allocation Bonds First American Treas Oblig Cl d Corp Trust First American Funds, Inc. Revenue Fund 11/1/2029 Cash L/C Fund 11/1/2029 2001 Housing Set-Aside Tax Allocation Revenue Bonds Cash Special Fund FNMA DISCOUNT NOTE U.S. Trees & Agency Reserve Account 9/1/2031 First American Trees Oblig Cl d Corp Trust First American Funds, Inc. Reserve Account 9/1/2031 Project Fund 9/1/2031 565.38 $ 565.38 1.00 565.38 $ 566.38 799,536 00 779,100.62 336.88 336.88 50.43 50.43 $ 799,923.31 $ 779,487.93 2002 Taxable Variable Rate Lease Revenue Refunding Bonds (Public Facilities Project) First American Trees Oblig Cl d Corp Trust First American Funds, Inc. Special Fund Reserve Fund 9/1/2035 $ 2023. $ 20.23 9/1/2035 0.01% 996,532.50 996,532.50 $ 996,552.73 $ 996,552.73 Community Facility District No. 1989-1 (Fashion Plaza) 1996 Special Tax Refunding Bonds Guaranteed Investment Contract VVestdeutsche Landesbank Girozentrale Reserve Fund 9/1/2022 First American Trees Oblig CI d Corp Trust First American Funds, Inc. Bond 9/1/2022 Rebate Reserve Fund 9/1/2022 7.01% $ 5,002,670.40 5 5,002,670.40 39,980 00 39,980.00 $ 5,042,650.40 $ 5,042,650.40 GRAND TOTAL $ 7,770,547.86 $ 7,777,113.48 *Market valuations have been provided by BNY Western Trust Company and U.S. Bank City of West Covina Memorandum AGENDA ITEM NO SA3 DATE January 19,2016 TO: Successor Agency Board Members FROM: Chris Freeland Executive Director BY: Christa Buhagiar Finance Director SUBJECT: APPROVAL AND TRANSMITTAL OF AN ADMINISTRATIVE BUDGET FOR THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY AND RECOGNIZED OBLIGATION PAYMENT SCHEDULE "ROPS" PURSUANT TO HEALTH AND SAFETY CODE SECTION 34179.7(0)(1), FOR THE PERIOD OF JULY 1, 2016 THROUGH JUNE 30,2017 RECOMMENDATION: It is recommended that the City Council, acting as the Successor Agency to the former West Covina Redevelopment Agency, adopt the following resolutions: RESOLUTION NO. 2016-4 - A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY MAKING AN APPLICATION TO THE OVERSIGHT BOARD TO REINSTATE CERTAIN LOAN AGREEMENTS BETWEEN THE CITY OF WEST COVINA AND THE FORMER WEST COVINA REDEVELOPMENT AGENCY AS ENFORCEABLE OBLIGATIONS • RESOLUTION NO. 2016-5 — A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY APPROVING AND AUTHORIZING THE TRANSMITTAL OF AN ADMINISTRATIVE BUDGET FOR THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY AND AN AMENDED RECOGNIZED OBLIGATION PAYMENT SCHEDULE "ROPS" FOR THE PERIOD JULY 1, 2016 THROUGH JUNE 30, 2017 DISCUSSION: AGENCY LOANS SB 107 made several substantive changes to existing law relevant to the Successor Agency to the former West Covina Redevelopment Agency. First, SB 107 requires cities with outstanding Due Diligence Review (DDR) demands to repay, or enter into an installment plan with DOF to repay, such amounts before December 31, 2015. Cities failing to meet this standard forever forfeit their ability to obtain a Finding of Completion (FOC), which would prevent approval of a Long Range Property Management Plan (LRPMP) and reinstatement/repayment of city loans. Second, SB 107 revised the criteria for loans between cities and their Redevelopment Agency (RDA) that qualify for reinstatement/repayment. As relevant to the City, the following two (2) categories of loans qualify for reinstatement: • Category 1 — Loans of money entered into between the former RDA and the City under which the City transferred money to the RDA for a lawful purpose, and where the RDA was obligated to repay the money it received pursuant to a required repayment schedule. • Category 2 — An agreement between the former RDA and the City under which the City contracted with a third party on behalf of the RDA for the development of infrastructure in connection with a redevelopment project as identified in a redevelopment project plan, and the RDA was obligated to reimburse the City for the payments made by the City to the third party. Loans in this category are capped at $5 million. Third, SB 107 requires balances on reinstated city loans to be recalculated from the date of loan origination at 3% simple interest. The Successor Agency has listed the Funding Agreement and the Sales Tax Loan Agreements on the ROPS since its dissolution, however, due to an outstanding DDR, the loans have not been reinstated nor have the obligations been funded. As a result of the Agency receiving the FOC on December 16, 2015, the 16-17 ROPS includes reinstating these loans and the corresponding funding for repayment. The specific loans sought to be reinstated and added to the ROPS are as follows: • Funding Agreement (Items #23-25) — This loan originated in 1971 and is comprised of amounts advanced over time to the RDA's "administrative fund" and "revolving fund." Under the loan, the City made cash advances to the RDA for its use in defraying administrative, overhead, and capital improvement expenses. Under the original terms of the agreement, the RDA was required to repay advanced amounts as monies became available, with interest. • Sales Tax Loan (Item #26) — This arrangement originated in 1989, and shifted a portion of the sales tax revenues generated in the Community Facilities District (CFD) from the City to the RDA, for purposes of securing and making payments on the RDA's CFD Bonds; the proceeds of which funded the mall expansion that occurred in or around 1990. In 2005, the RDA agreed to reimburse the City for all sales tax revenues that it had received under this arrangement with interest. • Cash Flow Loan (New ROPS Item #105) — This was a cash loan in the amount of $2.5 million made during the 2010-2011 fiscal year. The purpose of the loan was to satisfy the RDA's short- term cash flow needs until it received property tax revenues later in the fiscal year, and the RDA was required to repay the loan before June 30, 2011. • Financing Agreement (New ROPS Item #106) — This was a line of credit in the amount of $5.6 million from the proceeds of the City's sale of its water system. The purpose was to bridge shortfalls in RDA revenues necessary to achieve the project goals of the RDA's implementation plan. The RDA was required to make interest only payments as amounts were drawn down, and the balance was required to be repaid before December 21, 2021. • City Cooperative Agreement (Item #13) - This was a Cooperative agreement between the City of West Covina and the former Redevelopment Agency entered into on February 15, 2011. The agreement is to reimburse the City for performing eligible activities on behalf of the CDC including capital improvement, public improvements, and creation and preservation of affordable housing. Golf Course Agreement (Item #27) - The former Redevelopment agency entered into various agreements for the development of the golf course. The most recent agreement dated June 21, 2011 is between the City and former Redevelopment for the completion of the golf course development on former redevelopment agency land. ROPS In accordance with Health and Safety Code Section 34179.7(0)(1), the Successor Agency is required to file a ROPS annually in order to receive a distribution of property tax increment dollars with which to fund the obligations of the former Redevelopment Agency. These obligations include bond debt service payments, amounts due under existing agreements with commercial property owners, repayment of amounts borrowed from the Housing Fund to fund property tax shifts mandated by the State, cost of litigation to protect assets of the former Redevelopment Agency, repayment of loans to the City, and administrative costs of the Successor Agency to wind down the affairs of the former Redevelopment Agency. While many of these listed items are not necessarily debt, they are considered obligations for purposes of this mandated report and must be listed on this report if they are to be funded with distributions of future tax increment dollars. These items are not debt obligations of the City of West Covina. The ROPS schedule (Attachment No. 2— Exhibit A) lists all amounts that will be paid in the period July 1, 2016 through June 30, 2017. Once the ROPS is approved by the Successor Agency and Oversight Board, it then must be forwarded to the State Department of Finance (DOF) by February 1, 2016. DOF holds final approval authority of the items listed on the ROPS and directs the Los Angeles County Auditor-Controller to distribute tax increment funds to the Successor Agency. Many of the obligations listed on the ROPS are estimates, i.e. variable rate debt service payments, litigation, etc. The Successor Agency is also required to adopt an administrative budget for each annual period. Attachment No. 2— Exhibit B to this report is the administrative budget for the Successor Agency for the period of July 1, 2016 through June 30, 2017. This budget is to be funded by the administrative allowance, which is equal to an amount that is the greater of 3% of the enforceable obligations or $250,000 annually. The City will absorb any administrative costs above this administrative allowance. The total amount of funding requested for enforceable obligations from the Redevelopment Property Tax Trust Fund (RPTTF) on ROPS 16-17 is $39,384,504 and includes many of the same items that have been previously approved by DOF. The Successor Agency Administrative Budget is also attached for approval. This budget contains the specific items that are included in the administrative budget on line 12 of the ROPS. Other new items added to the Recognized Obligation Payment Schedule include: Items #107-112 — SERAF 2010/2011 Housing Loan —$746,262 collectively. These items pertain to amounts that were not previously paid and must be listed again along with revised numbers for the ROPS 15-16B. The payments requested in the original ROPS 15-16B were not calculated to reflect the full rate of payment governed by statute. The payments are capped at Y2 of the increase in the "residual" Redevelopment Property Tax Trust Fund (RPTTF) remittance in the payment year when compared to the "residual" remittance in the 2012-2013 base year. (H&S Code § 34176(e)(6)(B).) The payments included in the 16-17 ROPS are consistent with the statute's schedule. Items #113-114 — HdL Coren & Cone $11,550. This item pertains to bond disclosure services provided relative to the former Redevelopment Agency's bond issuances. Items #115-116 — Norton, Rose, Fullbright $6,448. This item pertains to bond letter of credit fees for the 1998 —2006 bonds. Items #117-128 — Various vendors $496,355. These items pertain to reimbursement for costs incurred relative to litigation, bond letter of credit fees, bond disclosure, prior incurred contract expenses, special assessments on RDA parcels, the Long Range Property Management Plan (LRPMP) and 2006 Lease Revenue Bonds. Items #129-133 — Project Administrative Costs — City of West Covina $25,805. These items pertain to the reimbursement of staff costs related to various litigation cases, the LRPMP and Plaza CFD. LEGAL REVIEW: The Successor Agency Counsel has reviewed and approved this report, the resolution and the Recognized Obligation Payment Schedule. FISCAL IMPACT: The City, as Successor Agency, cannot receive or spend any funds unless the amounts are listed on a Recognized Obligation Payment Schedule. This schedule identifies all outstanding obligations that must be satisfied before the Agency can be dissolved. The obligations listed on this schedule will receive property tax allocations distributed by the County as their funding source. If the City's administrative costs exceed the administrative allowance, the excess expenditures will be absorbed by the City. Prepared by: Christa Buhagiar P-aulina Morales Finance Director Sr. Project Manager Attachment No. 1 — Resolution No. 2016-4 Exhibit A — Funding Agreement Exhibit B — Sales and Use Tax Reimbursement Agreement Exhibit C — Financing Agreement Exhibit D — Cash Flow Loan Exhibit E — Cooperative Agreement Exhibit F — Golf Course Implementation Agreement Attachment No. 2— Resolution No. 2016-5 Exhibit A — Recognized Obligation Payment Schedule (ROPS 16-17) Exhibit B — Successor Agency Administrative Budget for July 1, 2016 through June 30, 2017 ATTACHMENT NO. 1 RESOLUTION NO. 2016-4 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY MAKING AN APPLICATION TO THE OVERSIGHT BOARD TO REINSTATE CERTAIN LOAN AGREEMENTS BETWEEN THE CITY OF WEST COVINA AND THE FORMER WEST COVINA REDEVELOPMENT AGENCY AS ENFORCEABLE OBLIGATIONS WHEREAS, the former West Covina Redevelopment Agency ("Agency") was a community redevelopment agency organized and existing under the California Redevelopment Law; and WHEREAS, during the Agency's existence, the Agency and the City of West Covina ("City") entered into, inter alia, six (6) agreements pursuant to which the City made cash loans to the Agency for purposes of assisting the Agency in carrying out various projects and actions under the Community Redevelopment Law; and WHEREAS, in February 1972, the Agency and City entered into a "Funding Agreement," as attached hereto as Exhibit "A", pursuant to which the City made cash advances to the Agency's administrative fund and revolving fund for the Agency's use in defraying administrative, overhead, and capital improvement expenses, and the Agency agreed to repay such amounts in accordance with various repayment schedules that were revised over the years; and WHEREAS, in or about 1989, the City and Agency took a series of actions that resulted in the shift of a portion of the City's sales tax revenues generated in the Community Facilities District ("CFD") from the City to the Agency for the Agency's use as security and for making payments on the 1989 Community Facilities District Bonds (the "Bonds"), the proceeds of which were used to fund the expansion of a shopping mall located in the Central Business District Redevelopment Project area; and WHEREAS, in June 2005, the Agency and City entered into a Sales Tax Reimbursement Agreement ("Sales Tax Loan"), as attached hereto as Exhibit "B", pursuant to which the Agency agreed to reimburse the City for the sales tax revenues shifted to the Agency to secure and make payments on the Bonds in accordance with an approved repayment schedule; and WHEREAS, in May 2000, the Agency and City entered into a "Financing Agreement," as attached hereto as Exhibit "C", pursuant to which the City made a cash loan to the Agency for purposes of bridging a shortfall in Agency revenues necessary to carry out the goals and objectives of the Agency's five year implementation plan, and the Agency was required to repay such loan in accordance with an approved repayment schedule; and WHEREAS, in June 2010, the Agency and City entered into a short-term "Cash Flow Loan," as attached hereto as Exhibit "D", pursuant to which the City made a cash loan to the Agency for purposes of supporting the Agency's cash flow needs during the fiscal year as it awaited receipt of tax increment revenues later in the fiscal year, and the Agency was required to repay such loan before June 30, 2011; and WHEREAS, on February 15, 2011, the Agency and City entered into a Cooperative Agreement, as attached hereto as Exhibit "E", to reimburse the City for performing eligible activities on behalf of the CDC including capital improvement, public improvements, and creation and preservation of affordable housing. The agreement provides that the City is to be reimbursed by the Agency as expenditures are made; and WHEREAS, on June 21, 2011, the Agency and City entered into an Implementation Agreement, as attached hereto as Exhibit "F", for development of a Golf Course on former redevelopment agency land. The agreement provides that the City is to be reimbursed by the Agency as expenditures are made; and WHEREAS, the Funding Agreement, Sales Tax Loan, Financing Agreement, and Cash Flow Loan, Cooperative Agreement, and Implementation Agreement (cumulatively the "Loans") were all entered into for legitimate redevelopment purposes and in accordance with the California Redevelopment Law; and WHEREAS, the Agency was dissolved effective February 1, 2012, by way of Assembly Bill ("AB") 1x26 (as subsequently amended from time to time, the "Dissolution Law") and the California Supreme Court's decision in California Redevelopment Association v. Matosantos (2011) 53 Ca1.4th 231; and WHEREAS, the Dissolution Act created a "successor agency" for each dissolved redevelopment agency, and charged them with completing various tasks and obligations geared towards "winding down" the affairs of their respective redevelopment agency; and WHEREAS, the Dissolution Act created an "Oversight Board" for each successor agency, and charged them with overseeing, reviewing, and approving enumerated successor agency actions; and WHEREAS, by resolution of the City Council, the City of West Covina serves as the successor agency to the dissolved Agency ("Successor Agency"), and the West Covina Oversight Board is the statutorily created oversight board of the Successor Agency ("Oversight Board"); and WHEREAS, the Dissolution Law provides that the Successor Agency is only authorized to pay "enforceable obligations" that are listed on a Recognized Obligation Payment Schedule ("ROPS") that has been approved by the Oversight Board and the California Department of Finance ("DOF"): and WHEREAS, upon dissolution of the •Agency, with limited exceptions, all loan agreements between the City and the Agency were invalidated and did not qualify as an "enforceable obligation"; and WHEREAS, DOF has indicated that the Loans do not qualify under any of the exceptions for loan agreements between the City and Agency that are except from invalidation, and though the City and Successor Agency dispute this determination, the Loans have not been approved as "enforceable obligations" on the Successor Agency's ROPS; and WHEREAS, the Successor Agency has consistently maintained that the Loans were "enforceable obligations" and should have been allowed by the Department of Finance on the Successor Agency's ROPS, and nothing herein is intended to change or undermine the Successor Agency's prior position; and WHEREAS, the Dissolution Law provides that, notwithstanding the general invalidation of loan agreements between cities and their redevelopment agencies, upon application by a successor agency and approval by the oversight board, loan agreements between a city and its redevelopment agency shall be deemed "enforceable obligations," provided that the oversight board makes a finding that the loan was for legitimate redevelopment purposes; and WHEREAS, loan agreements that qualify for reinstatement include, as relevant here: (1) loans for money entered into between the former redevelopment agency and the city that created it, under which the city transferred money to the redevelopment agency for its use for a lawful purpose, and where the redevelopment agency was obligated to repay the money it received pursuant to a required repayment schedule; and (2) an agreement between the former redevelopment agency and the city that created it under which the city contracted with a third party on behalf of the former redevelopment agency for the development of infrastructure in connection with a redevelopment project as identified in a redevelopment project plan and the former redevelopment agency was obligated to reimburse the city for the payments made by the city to the third party; and WHEREAS, the Loans qualify for reinstatement under the criteria set forth in the Dissolution Law; and WHEREAS, cities may only receive payments on reinstated loan agreements once the applicable successor agency has obtained a "finding of completion" ("FOC"); and WHEREAS, the Successor Agency has received the FOC in accordance with the statutory deadline imposed by Senate Bill 107; and WHEREAS, in light of the fact that the Loans were entered into for valid redevelopment purposes and in accordance with the California Redevelopment Law, and in consideration of the Successor Agency's receipt of a FOC, the Successor Agency hereby approves the reinstatement and repayment of the Loans, and desires to apply to the Oversight Board to have the loans reinstated as "enforceable obligations" so such can be repaid on the Successor Agency's ROPS. NOW THEREFORE, THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY HEREBY FINDS AND RESOLVES: SECTION 1. The Recitals set forth above are true and correct and are incorporated herein by this reference. SECTION 2. Based upon the staff presentations and reports, and such other evidence considered by the Successor Agency concerning this matter, the Successor Agency finds and declares that the Loans were entered into for valid redevelopment purposes and in accordance with the California Redevelopment Law, and that, in accordance with the Successor Agency's receipt of a FOC, the Loans are approved for reinstatement and will qualify as "enforceable obligations" for repayment on the Successor Agency's ROPS; provided that nothing herein shall be construed as the City or Successor Agency agreeing with DOF's determination that the Loans do not presently qualify as "enforceable obligations" under the exceptions set forth in the Dissolution Law. SECTION 3. The Successor Agency hereby applies to the Oversight Board to have the Loans approved as "enforceable obligations," for the Oversight Board to find that the Loans were entered into for valid redevelopment purposes, and for the Oversight Board to approve the Loans on the Successor Agency's ROP S. SECTION 4. The Successor Agency authorizes and directs staff to transmit a copy of this Resolution to the Oversight Board for its consideration, and to submit such other documents and evidence to the Oversight Board as necessary to have the Loans approved as "enforceable obligations" for payment on the Successor Agency's ROPS, and for the Oversight Board to find that the Loans were entered into for valid redevelopment purposes. SECTION 5. Successor Agency staff is further authorized and directed to take all actions necessary and appropriate in carrying out this Resolution pursuant to Dissolution Law. SECTION 6. The Successor Agency Secretary shall certify to the adoption of this Resolution, and it shall become effective immediately upon approval. APPROVED AND ADOPTED at a regularly scheduled meeting held on this 19 th day of January, 2016. James Toma Chairman APPROVED AS TO FORM: ATTEST: Kimberly Hall Barlow Nickolas S. Lewis City Attorney Secretary asoe 44,,e14,0 W A MOM saireMBNT . TEM IfUNDINO AGREEIVINT is mixta and entered _into a,o of 'the day- at $ 1972, by and between. the 01TZ NE5T OVILIA (h.oreinafter referred to as 'laity), and the 001VONXTY 101,111MLOP. AGENGY OF TM CITY OF Wan COVINA (hereinafter referred t .p liAgenayll); RECITALS. MOW,Le urtheranoe of the objeotives a the Community Iteclevelopment Lox of the atete a California, the Agency- has wider- taken a .PrOgYilarD tor the rohabilitation and redevelopment a tho West Ovirlha Central nasineco District, and ' WHERIAAS, Oity dee:Wee to assiet and encourage the Agency in the aenompliShment LAI the redevelopment project, and W1.3311REDAS, Section, A3610 or the Health, and Oatety Code ;Wit orizen the lending of City funds to the Agency,, the loan -to be repaid upon mob, tam; and conditions as the Oity Council of City - shall prescribe; NOW TI-1311EIVesn, the parties hereto do agree as rollowst ' 14 To the erbent that funds fire a-Md.:fable in appropriations in the Oity budget and whea authored by the City 'Oonnail, the City rinatee •Oflfoer may transfer funds to the Agency 'for deporlit'in the Doussunity Reolevalopment Agenoy AdministratiVe .Pand tor -use in, defraying the adtanistrative 'expellees anti overhead of the Agenoy„ Tte pa:1-1W.eo hereto agree that any City tunas transferred• to the Administrative rand of the Agency Shall constitute a loan Prom the City int the Agenoy and not a grant. Agenoy agreee that Any Oity funds loaned, to the Agency stall be repaid to the City on demand out of the first tyv.Inds 0,,00rting to It which are tiVailable or use in the .payment or administrative expeneeS and overhead. IN =MSS 101411110r, City and Agenoy laave exeouted th agreement al3 of th; day, month and year pet f.orth herein. 7,90 ,•2 •.,4 7.2 740 .e.5a)(774 17° 7-4/49,s-a•eoi • •1 • 11.••—•••—.• IVO I I II/1,1 W. I • 0003 ••• •• • : OZTY OF MST' 00'n'10. ' VW x4sroz. 11111121ValiOnttliT ATIENOYO .Tlig OlTa OY WEST OOVIail - , 118,:intu, 4' Amtor4D A TO FORM r 03 -••• -2- .7•••••......01, • . 11 • ••nn 11••n•••••.. 0004 EXHIBIT B SALES AND USE' TAX RETIVII3'07RSENIENT AGREEMENT This Sales and Use Tax Reimbursement Agreement, dated as of July 1, 2005 (the "Agreement"), by and. between the, West Covina Community Development Commission, a public body, corporate and politic, duly organized. and existing under the .Constitation and laws of the State of Califon3ia (the "Comtnission")(formerly the Redevelopment Agency of the City ef West Covina, the "Agency"), and. the City of West Covina, a public body, corporate and politic (the "City"); WITNESSETH: WHEREAS, pursuant to its Ordinance No. 1818, adopted july 10, 1989, the City Council of the City amended Article It of chapter 21 of the West Covina Municipal Code to add Sections 21-32 thereto, providing, among other things, for a credit against the payment of sales and use taxes due under such Chapter in the amount of sales and. use taxes due to the Agency under Section 7202.6 of the California Revenue and. Taxation Code; WHEREAS, the City adopted its Ordinance No. 1818 in connection with the Agency's adoption of Agency Ordinance No. 1, which provides for the levy by the Agency of sales and. use tax (the "Agency Sales and Use Tax") within that portion of the Agency's redevelopment project areas (collectively, the "Project Area") commonly known as the West 'Covina Fashion Plaza, a regional shopping center of approximately one and one half million square feet of building area; WHEREAS, the Agency and the City entered into their respective sales tax ordinances for the purpose of providing the Agency with a source of revenue necessary for the Agency to undertake the &lancing of public infrastraoture improvements (the "Shopping Center Improvements") essential to the success of the West Covina Fashion Plaza;. • *WHEREAS, the Agency undertoOk the financing of the Shopping Center improvements by means of its pledge of Agency Sales Froci Use Tax to the repayment of the $51,220,000 Redevelopment Agency of the City .of West Covina Community Facilities District No. 19894 (Fashion Plaza) 1996 Special Tax Refunding Bonds (the "Agency Bonds"); 'WHEREAS, the Agency and the City have entered into an . Agreement Regarding Reimbursement of Sales and. Use Taxes and Transfer of Appropriations Limit, dated as of Tune 1, 1989 (the "1989 Sales and Use Tax Agreement"), pursuant to which the Agency agreed to reimburse to the City that portion of the Agency Sales and Use Tax that is not pledged to the payment of the obligations WHEREAS, the West Covina Fashion Plaza has generated Agency Sales and Use Tax Payable to the Agency and pledged to the Agency's obligations awl not otherwise reimbursable to the City pursuant to the 1989 Sales and Use Tax Agreement (the "Reimbursable Sales and Use Tax") in the amount of approximately $9.6 million from its inception through June 30, 2005, and continues to generate Reimbursable Sales ad Use Tax in excess of $1 million per year; WHEREAS, the Commission and the City recognize that the Reimbursable Sales and Use Tax constitutes a contribution of sales and Ifse tax by the City for the payment of the costs of 45615576.7 1 0068 construction and acquisition of the Shopping Center Improvements, in that the City has foregone the receipt of that sales tax by adopting its Ordinance No. 1818; WHEREAS, the COMIXASSIOJ1, under Section 33445 of the California Health and Safety Code ("Section 33445"), is authorized to reimburse the City for the cost of the installation and construction of public capital improvements initially paid for by the City (such as the Shopping Center ThaprOvements) with the consent of and upon the mating of certain determinations by the legislative body of the Commission; WHEREAS, the City and the Commission have made the findings required by Section 33445 in order for the Agency to make the reimbursements contemplated by this Agreement; WHEREAS, the Agency and the Commission desire that the Commission shall reimburse to the City the cost of the Shopping Center Improvements borne by the City in the form of the Reimbursable Sales and Use Tax; NOW, THEREFORE, for and in consideration of the premises and the material covenants hereinafter contained, the pasties hereto hereby formally covenant, agree and bind themselves as follows: SECTION 1. Reimbursement of the Cost of the Shaming Center Improvements; Interest. The Commission shall reimburse to the City the araount of all of the Reimbursable Sates and Use Tax received by the Commission from and after the adoption of its Ordinance No, 1 (whether received by the Commission before or after the effectiVe date Of this Agreement), together with interest thereon from the date of this Agreement at the rate of four percent (4%) per .annum. SECTION 2. Timing and Source of Commission Payments. The payments to be made by the Commission under Section 1 hereof shall be made by the Commission as soon as practicable after the end of each fiscal year. Payments shall be from any source of money legally available therefor and remaining at the end of such fiscal year after payment or provision for payment by the Commission of all Commission indebtedness, whether now existing or hereinafter incurred that is secured by and payable from Commission revenues, and after payment or provision of payment by the Commission of its operating costs. Each such payment shall be in an amount equal to the portion of the Reimbursable Sales and Use Tax shown in SCEEDULE A hereto and scheduled to be paid with respect to such fiscal year, plus any additional Reimbursable Sales and Use Tax received by the Commission during such fiscal year. Each such payment shall be credited first to the reimbursement of Reimbursable. Sales and Use Tax received by the Commission daring such fiscal year, and second to the reimbursement of the amount shown on SCHEME A. The Commission shall not be required. to make any payments hereunder except from flap amounts specified in this Section 2. In the event the Commission does not have sufficient revenues available to Make the payments in the amounts specified in this Section 2, the unpaid amounts will continue to accru.e interest as set forth herein. Any failure on the part of the Commission to pay the amounts specified in this Section 2 due to insufficient 'revenues being available therefor shall not constitute a default under this Agreement, 45615575.7 2 0069 REDEVELOPMaNT AGENCY OF THE CITY OF WEST COVINA By Executive Director SECTION 3. Existing Unpaid Amounts. The amount of Reimbursable Sales and Use Tax that has acemed but has not been paid under this Agreement, from the date of the Agency Sales Tax Ordinance to the date of this Agreement, is estimated to be $9.6 Million, as set forth in SCBEDULE A hereto. The estimated amount will be reconciled to the actual amounts received when known. SECTION 4. Effective Date. This Agreement shall become effective as of the 4ate first set forth above. SECTION 5. Further Assurances. The Commission and the City agree to adopt, make, execute and deliver any and all such further resolutions, instruments, and. agreements as may be necessary or desirable to carry out the intention or to facilitate the performance of this Agreement. SECTION 6. Amendment. This Agreement may be amended only by means of a written Aulentiment duly executed by the Commission and the City. The Commission and the City hereby agree not to amend this Agreement in any manner that would adversely affect the interests of holders or owners of any Commission obligations secured by and payable from Tax Increment Revenues. SECTION 7. Partial Invalidity. If any part of this Agreement shall for any reason be held to be illegal, invalid, or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The Commission and the City hereby declare that they would have adopted this Agreement and each part hereof irrespective of whether any one or more parts of this Agreement may be held illegal, invalid or unenforceable. SECTION 8. pxeciation. This Agreement may be executed in any number of countaparts, each of which shall be deemed to be an original but all together shall constitute but one and the same agreement. IN WITNESS WHEREOF, the Commission and the City have caused this Sales and Use Tax Reimbursement Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. 45615576:7 3 C) Schedule A Reimbursable Sales and Use Tax Generated Through June 30,2005 Principal Fiscal Year Ending Payment Total Balance 1 2 a 4 5 6 7 8 9 10 11 . 12 13 14 15 16 17 18 19 20 2006 2007 2008 2009 .2010 2011 2012 2013 2014 2016 2016 2017 2018 2019 2020 2021 2022 .2023 2024 2025 Beginning Interest Balance Payment 9,612,000 9,612,000 384,480 9,512,000 380,480 9,412,000 876,480 9,312,000 372,480 9,212,000 368,480 0,112,000 364,480 9,0.12,000 360,480 8,912,000 366,480 8,712,000 348,480 8,492,000 339,680 8,252,000 330,080 7,902,000 319,680 7,712,000 308,480 6,912,000 276,480 6,092,000 243,680 5,252,000 210,080 4,392,000 175,680 3,512,000 140,480 2,387,000 95,480 1,187,000 47 480 100,000 100,000 100,000 100,000 100,000 ' •00,000 100,000 200,000 220,000 240,000 280,000 280,000 800,000 820,000 840,000 860,000 880,000 1,125,000 1,200,000 1,187,000 484,480 480,480 476,480 472,480 468,480 464,480 460,480 556,480 568,480 579,680 590,080 599,680 1,108,480 1,096,480 1,083,680 1,070,080 1,055,680 1,265,480 1,295,480 1 234,480 9,512,000 9,412,000 9,312,000 9,212,000 9,112,000 9,012,000 8,912,000 8,712,000 8,492,000 8,252,000 7,992,000 7,712,000 6,912,000 6,092,000 6,252,000 4,392,000. 3,512,000 2,387,000 1,187,000 Total ,5,799,600 9,612 000 15.411.600 456155'76.7 4 0071 SALES TAX CONTRIBUTIONS Attachment 2 THE PLAZA AT WEST COVINA ' YEAR TO CITY TO CFD* TOTAL BASE E,XCESS TOTAL 1990 1,031,395.00 , 11,827.00 1,043,222.00 67,019.00 $ 1,110,241,00 1991 1,305,614.00 - 1,305,614,00 7,907.00 $ 1,313,521.00 1992 1,154,403.00 - 1,154,403,00 . - $ 1,164,403.00 1993 1,370,13100 2,541.00 1,372,679.00 14,402.00 $ 1,387,081.00 1994 1,500,000.00 - 30,975.00 1,530,975.00 175,526.00 $ 1,706,501.00 1995 1,500,000,00 19,997.00 1,519,997,00 113,317,00 $ 1,633,314.00 1996 1,500,000,00 65,975.00 1,565,975,00 373,859,00 $ 1,939,834.00 1997 1,500,000,00 137,571.00 1,637,571.00 779,567.00 $ 2,417,138.00 1998 1,500,000.00 1,500,000.00 153,861.00 1,653,861.00 871,876.00, $ 2,525,739.00 1999 169,817.00 1,669,817.00 962,298.00 $ 2,632,115,00 2000 1,500,000,00 195,572.00 1,695,572.00 1,108,242.00 $ 2,803,814.00. 2001 1,500,000,00 192,879.00 1,692,879.00 1,092,979.00 $ 2,785,858.00 2002 1,500,000.00 194,193.00 1,694,193,00 1,100,428.00 $ 2,794,621.00 2003 1,500,000.00 199,535.00 1,699,535,00 1,130,700.00 $ 2830,235.00 2004** 660,000.00 104,058.00 764,058.00 589,664.00 $ 1,353,722.00 2004-05 ' - 1,225,000.00 Estimate NSTMOSA: q ASEMPERRIMIEWL"cv MISMNIKOBB 4 MS liN -,w: MOM 2006-07 . - $ - 2007-08 - $ - 2008-09 . - $ ' - 2009-10 - $ - 2010-11 ,2 $ - 2011-12 . - $ - .2012-13 - $ - 2013-14 - . $ '- 2014-15 - $ - 2015-16 • - $ - 2016-17 .. $ ' • - 2017-18 $ - 2018-19 - $ - 2019-20 - $ - Total 20,521,550.00 1,478,801.00 22,000,351,00 9,612,786.00 $ •30,388,137.00 * 85% of excess over base year thru FY 2004-05 70% of excess over base year from FY 2005-006 Ibru FY 2019-20 "2 qUarters only FPESalasTax 7/20/2005 0072 Attachment 3 • • REIMBURSEMENT OF SALES AND USE TAX REPAYMENT SCHEDULE Fiscal Year • Prior Fiscal Year interest . Prior Fiscal year Principal Prior Fiscal year Total Estimated Current Fiscal year Total . . Fiscal year Total • 2006 384,480 100,000 • 484,480 1,000,000 1,484,480 . 2007 , 380,480 . 100,000 480,480 1,040,000 1,520,480 2008 • '376,480 100,000 476,480 1,081,600 '1,558,030 2009 372,480 100,000 472,480 1,124,864 . 1,597,344 2010 368,480 100,000 468,480 ' 1,169,859 1,638,339 2011 ' 364,480 100,000 464,480 1,216,653 1,681,133 2012 360,480 100,000 460,480 - 1,265,319 1,725,799 2013 356,480 • 200,000 556,480 1,315,932 1,872,412 2014 348,480 220,000 568,480 1,368,509 . 1,937,049 2015 339,680 . 240,000 . 579,680 1,423,312 2,002,992 2016 330,080 260,000 590,080 1,480,244 . 2,070,324 2017 319,680 280,000 599,680 1,539,454 2,139,134 2018 308,480 800,000 1,108,480 1,601,032 2,709,512 2019 276,480 820,000 1,096,480 1,665,074 2,761,554 2020 243,680 840,000 1,083,680 1,731,676 2,815,356 2021 210,080 860,000 1,070,080 1,800,944 2,871,024 2022 175,680 860,000 1,055,680 1,872,981 2,928,661 2023 140,480 1,125,000 1,265,480 . 486,975 1,752,455 2024 ' - 95,480. 1,200,000 1295,480 • - 1,295,480 2025 47,480 1,187.000 1,234,480 - 1,234,480 . . Total 5,799,600 9,612,000 15,411,600 24,184,488 39,596,088 RDA SudgetCFD Sales Tax Reimb7/21/2005 0073 EXHIBIT C .3 2000 FINANCING AGREEMENT BETWEEN THE REDEVELOPYIEN'T AGENCY OF 'FEE Cla'Y OF WEST COVINA AND 'FEE CITY OF WEST COVINA PER.TAJNING TO TEE PROVISION OF FINANCIAL ASSISTANCE This 2000 FINANCING AGREEMENT (this "Apeereent") is made and entered into on May 2, 2000, by and between the Redevelopment Agency of the City of West Covina ("Agency") and the City of 'West Covina ("City"). Reoitals A. On. June 30, 1992, the parties entered into a "Cooperation and Financing Agreement" (the "1992 Agreement"), which remains in fall force and effect except as specifically set forth herein. B, The parties desire to enter into this Agreement to provide for loans from City to Agency, to occur on or after July 1, 2000, derived from the proceeds of the sale of City's water system, and to provide for the repayment of such loans. C, The parties further desire to modify the 1992 Agreement to cap Agency's repayment obligation thereunder at S2,400,000.00 in each of the next three .sca/ years. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the pardes agree as follows.; 1. The terms set forth herein shall apply to all funds loaned by City to Agency on or after July 1, 2000, up to the maximum aggregate principal amount set forth herein, until or unless the parties agree to modify such terms. 2. Nothing contained herein shall be construed to modify any agreements between the parties as to any funds previously loaned by City to Agency, except that the parties.agree hereby that Agency shall not be required to pay to City more than S2,400,000.00 per year, in. each scal year from 2000-2001 through 2002-2003, inclusive, pursuant to the 1992 Agreement. 3. The provisions aftbis Agreement shall not obligate City to make any funds available to Agency in any future fiscal years. 5. Commencing on July 1, 2000) City shall make available for loans to Agency the amount of Five million six hundred thousand dollars ($5,600)000.00). Agency shall treat such funds as a line of credit, in that Agency may draw fends as needed, for any legal redevelopment expenditure, and interest will accree only on funds drawn, from the date of such draws, 1 0476 Redevelopment Agency of the City of West Covina • ..• ••n • ••• 0, • Chairman 6, On or before Yu.ly 1,2000, Agency shall provide City with an executed Promissory Note in the form attached hereto, pertpirling to the anticipated loan of funds pursuant to this Agreement. 7. Funds loaned pursuant to this Agreement shall bear interest at variable rates equal to two percent (2%) greater than the rates'paid by the State's Local Agency Investment Fund. Interest shall not accrue on the Advance prior to Ittly 1, 2000, Interest shall be compounded quarterly, on the last days of March, June, September and December, of each year, 8. Agency shall pay to City all accrued interest on a quarterly basis, on the last days of March, June, September and December, of each year, with the :first such p ayrnent to occtir on September 30, 2009, 9. 13y approximately June 30, 2002, Agency expects to have created. a long-term financing plan to provide for the repayment of the principal amormts loaned pursuant to this Agreement. Subj opt to any modification as part of such plan, or any other modification to which the parties agree, Agency shall repay to City all principal amounts loaned pursuant to this Agreement no later than December 31, 2021. Agency rrmy repay any principal amounts, at anY earlier times, with no penalty. 10, Agency, in its sole discretion, shall direct that each individual draw of funds pursuant to this Agreement shall be made by one of Agency's distinct Rectev5lopment Project Areas, and each. such draw shall constitute a debt of the Project Area which receives such funds. Intending to be legally bound, the parties have executed this Agreement, below, as of the date first written, above, Attest: Secretary Approved as to form: Special Agency Counsel City of West Covina 2 0477 Attest: Approved as to form: interim City Attorney 0478 PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, ME REDEVELOPMENT AGENCY OF TEE CITY OF WEST COVINA, a public body corporate and politic, orpni7,ed under California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.), located at 1444 West Garvey Avenue South, West Covina, California 91790 (hereinafter called "Maker"), ' does hereby promise to pay to the order of nu CITY OF WEST COVDTA, a municipal corporation, located at 1444 West Garvey Avenue South, West Covina, California 91790 (hereinafter called "Lender"), in lawful money of the United States of America, the principal sum of S5, 600.000, together with interest thereon, at the rates hereinafter calculated, 1, Maker and Lender. This Note has been approved by Lender by ReSolution No." 2000-35 , and by Maker by Resolution No, 551 2, ia rin Gil) al Amount Maker hereby agrees to repay the principal sum of S5,600,000, together with interest as provided in Section 3 below, 3, Interest All payments of Principal and Interest hereunder shall accrue interest at the rate equal to LAIP' plus two percent adjusted quarterly in arrears. • 4, Repayment Terms. Maker shall pay interest only on the principal it draws down from the point at which the fonds are drawn down. The Maker shall repay all principal amounts" no later than. Deceraber 31, 2021, 5, No Prepayment Penalty. Maker shall have the right to prepay this Note in whole or in part, -without penalty, at any time and from time to time, prior to the maturity date hereof 6, befa.ult. If Maker shall be In default in the performance of any of the terms, agreement, covenants, or conditions contained in. this Note, then, or at any time thereafter, Maker may, at the election of Lender hereof, with notice to Maker, pursue any and all remedies available to Maker, 7. Attorney's Fees. Maker agrees to pay all casts of collection, including reasonable attorney's fees and all costs of suit, in the event of any litigation became of the existence of the indebtedness of this Not; whether or not suit is brought, and including all Litigation, suits, claims, and actions, -whether brought by Lender or a third party. 8, Governing Law; Compliance With Usurv Laws: Reformation. This Note has been• executed under, and shall be construed and enforced in accordance with the laws of the State of California. In the event this Note shall require the payment of interest in excess of the maximum amount permissible under applicable law, then the Maker's obligations hereunder shall, automatically and retroactively, be deemed reduced to the higher maximum amount permissible under applicable law. In the event Lender received as interest an aniount.which would exceed xap275S 0479 such maximum applicable rat; the amount of any excess interest shall not exceed such applicable maximum rat; the amount of any excess interest shall be applied to the reduction of the unpaid principal balance due hereunder, Si the event and to the extent such excess amount of interest exceeds the outstanding unpaid principal balance hereunder, any such excess amount shall be immediately returned to Maker. 9. No Waiver. No delay or omission. on the part of Lender hereof in exercising any right hereunder shall operate as a waiver of such right or of any other right under this note. , 10. Notices.. Any notice required by law or this Note shall be directed to Maker acid Lender at the addresses set forth in the preamble to this Note, with a copy of such notice(s) sent to the West Covina City Attorney. Notices shall be effective upon the earlier of (1) receipt, or (ii) twenty-four hours after deposit, 11. Successors and A.ssist.ns, Whene-ver used herein, the words 'Maker" and "Lender" shall be deemed to include their respective heirs, personal representatives, successors, ; and assigns, 12. Ainendments in Writing, This Note may not be amended, modified, or changed, nor shall any waiver of any provision hereof be effective, except by an instrument in writing signed by the party. against whom enforcement of any waiver, amendment, modification, or discharge is sought. 13, jndebtedness of Maker. This Note, including, the loan. principal and accrued interest thereon, shall constitute an indebtedness of Maker. 14, Subordination. The payment of the loan principal and accrued interest thereon by maker shall be only to (1) all .existing or future tax allocation bonds or other direct long-term indebtedness 'of Maker, (ii) all existing or future pledges by maker of tax increments For tax allocation bonds or other direct long-turn indebtedness of Maker, (iii) Maker's financial ageements and other contractual obligations of Maker, 15, Non-Recourse Obligation. No officer, official, employee, agent, or representative of Maker shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official ,, employee, agent or representative. xap2759 2 0480 Executed this 2nd day of May , 2000, at West Covaia, California, MAKER" TEE REDEVELOPMENT AGENCY OP THE CITY OF WEST COVINA A.TTBST BY: ATTEST BY: xsp2759 3 0481 EXHIBIT D RESOLUTION NO, 2009-37 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, APPROVING A LOAN TO THE WEST COVINA COMMUNITY DEVELOPMENT COMMISSION FOR THE PAYMENT OF PROJECT AND ADMINISTRATIVE EXPENSES FOR THE WEST COVINA MERGED REDEVELOPMENT PROJECT AREA WHEREAS, the City of West Covina Community Development CommiSsion (Agency) has heretofore undertaken and is continuing to undertake certain action pursuant to the Community Redevelopment Law of the State of California; and WHEREAS, the Agency has incurred and will continue to incur obligations for project and administrative expenses and overhead; and WHEREAS, said Agency has requested a loan from the City of West Covina in the sum of $2 million to assist it in defraying expenses heretofore incurred and expenses which will be incurred hereinafter in carrying out the budgeted projects of said Agency; and WHEREAS, the City of West Covina is authorized, pursuant to said ComMunity Redevelopment Law, to make a loan to the Agency far the purpose of defraying said expenses and overhead: • NOW, THEREFORE, BE IT RESOLVED by the City Council cif the City of West Covina that: Section I, Pursuant to the provisions of said Community Redevelopment Law, of the State of California, the City of West Covina shall lend to the Agency the sum of $2.5 'million for the purpose of defraying project and administrative expenses and overhead of the Agency in the West Covina Redevelopment Project Area. Section 2 ,The Agency pledges to accept and adminiSter the funds loaned to it in accordance with theprovisions of said Community Redevelopment Law. Section 3, The Treasurer of the City of West Covina is authorized end directed to finmediately credit the Aencyin the amount of $2.5 million at 5% interest. Section 4 The Agency will repay said loan plus accrued interest to the City by Tune 30, 2010 from any available -funds of the Agency, including the portion of taxes Mentioned in Subdivision (b) of Sanction 33670 of the Health and Safety Code of the State of California, which may legally be utilized for such repayment. This loan will be subordinate to any outstanding bonds issueriby the Agency. APPROVED AND ADOPTED. on this 161h day of Jima 2009. 0501 AYES: NOES; ABSENT: .ABSTAIN: Herfert, Lane, Sanderson, Touhey, Hernandez None None None APPROVED AS TO P0121/1: Resolution No. 2009-37 Page 2 of 2 I, LAURIE CARRICO, erry CLERK of the.City of West Covina, California, do hereby certify that the foregoing resolution was duly adopted by the City Counoir of the City of West Covina, California, at a regulOr meeting held thereof on the le day of June, 2009 by the following vote of the City Council: 0502 AYES: NOES: ABSENT: ABSTAIN: Herfert, Lane, Sanderson, Touhey, Hernand None None None Geheral Counsel Arnold Alvarez-Glasman • RESOLUTION O. 602 A RESOLUTION OF THE CITY OF WEST CO'VINA COMMUNITY DEVELOPMENT COMMISSION REQUESTING A LOAN FROM IRE CITY OF WEST COVINA FOR PAYMENT OF PROJECT EXPENSES FOR THi, NVEST COVINA MERGED REDEVELOPMENT PROJECT AREA WHEREAS, the City of West Covina Conununity Development Commission (Agency) has undertaken certain actions pursuant to the Community Redevelopment Law of the State of California; and • . . WHEREAS, the Agency has incurred and will continue to incur obligations for project and administrativd 'expenses and overhead as allowed under the Community Redevelopment Law of the State of California; and • WHEREAS, the City of West Covina is authorized, pursuant to said Community Redevelopment Law to make a loan to the Agency for the purpose of defraying said expenses • and overhead; and NOW THEREFORE, BE IT RESOLVED by the members of the West Covina Community Development Commission that; • • Section 1. Pursuant to the provisions of said Community Redevelopment Law, the Agency hereby requests of the City of West Covina a loan in the amount of $2.5 million at 5% interest for the purpose of defraying project and administrative expenses and overhead in the West Covina Redevelopment Project Area. Section 2. The Agency pledges to accept and administer any fonds loaned to it pursuant to this reqtest in accordance with the provisions of said Community Redevelopment Law ; , • Section 3, The Agency requests that the City Council of the City of West Covina require that each loan be repaid by June 30, 2010 from any available funds of the Agency, including the portion of taxes mentioned in Subdivision (b) of Section 33670 of the Health and Safety Code, which may legally be utilized for such repayment. This loan will be subordinate to any outstanding bonds issued by. the Agency. • AIIPROVED AND ADOPTED on this 16th day of June, 2009. . . , . Commission. Sk6retary Latfrie Carrico • :',. LAURIE 'CARRICO, CITY CLERK of the City of West Covina, California, do hereby certify that the foregoing resolution was duly adopted by the Community Development Commission of the City of West Covina, California, at a regular meeting held thereof on the 16`1' day of June, 2009 by the following vote of the City Coyne& APPROVED AS TO FORM: 0503 • -2 - EXHIBIT E COOPERATION AGREEMENT FOR PAYMENT OF COSTS ASSOCIATED WITH CERTAIN RDA FUNDED CAPITAL IMPROVEMENT AND AFFORDABLE HOUSING PROJECTS j.k . THIS COOPERATION AGREEMENT (the "Agreement") is entered into this /6 1 day of February 2011, by and between the CITY OF WEST COVINA (the "City") • and the WEST COVINA COMMUNITY DEVELOPMENT COMMISSION (the "Commission"), with reference to the following facts: A. The Commission has prepared Redevelopment Plans for the City Wide Redevelopment Project Area ("City Wide Project Area") and the West Covina Redevelopment Project Area ("West Covina Project Area") (collectively the "Project Areas"), which results in the allocation of taxes from the Project Areas to the Commission for purposes of redevelopment • B. The intent of the Redevelopment Plans is, in part, (i) provide, for the construction and installation of necessary public infrastructure and facilities • and to facilitate the repair, restoration, and/or replacement of existing public facilities; (ii) promote specific actions necessary to promote the redevelopMent and the economic revitalization of the Project Areas, (iii) preserve and create new jobs within the Project Areas; (iv) increase, improve and preserve the coramormity's supply of low and. moderate income housing, some of which may be located or implemented outside the Redevelopment' Project Areas; and (v) as to all of the afore-mentioned redevelopment projects, to implement the redevelopment plans for the respective redevelopment projects and to expend tax increment to accomplish the goals and objectives of the respective redevelopment projects: C. The Commission has adopted its Five-Year Implementation Plans for the Project Areas (the "Plans") with established goals to support affordable housing, economic development, commnnity. revitalization, and institutional revitalization. To implement the programs and activities associated with each goal, the Commission has made redevelopment fund commitments based on estimated available tax increment revenue and debt financing structures. D. Pursuant to California Redevelopment law, section 33220(e), certain public bodies, including the City, may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects .. Collectively, the projeCts associated with this Agreement are listed in the attached adopted resolutions, Exhibit 1, which 'is incorporated herein by this reference (the "Projects"). The programs and activities associated with the Projects include acquisition, development of design criteria, design, planning, preparation of construction bid documents, financial analysis, new construction or rehabilitation. To cany out the Projects in accordance with the objectives and purposes of the Redevelopment Plans for the Prbject Areas and the Plans, the Commission desires assistance snd cooperation in the implementation and completion of the Projects. The City agrees to aid the Commission and cooperate with the Commission to expeditiously implement the Projects in accordance with the redevelopment plans for the Project Areas Page 1 and the Plans and undertake and complete all actions necessary or appropriate to ensure that the objectives 'of the recleVelopment plans for the Project Areas and the ph:118 are fulfilled -Within the time effectiveness of the Project Areas. E. In considering the Commission's desire to ensure timely implementation and completion of the Projects, the Commission wishes to enter into this Agreement with the City for the pledge of net available tax inCrement to finance the Projects. The purpose of this Agreement is to facilitate the implementation of the Projects and to provide funding necessary to effectuate the completion of the Projects with net available tax increment in this current fiscal year and forthcoming fiscal years until the, expiration of the Project Areas, and until the last date for receipt of tax increments by the Commission for each of the respective redevelopment projects areas. F. Net available tax increment is defined as any available tax increment and income thereon, net of statutory pass-through payments, set-asides for affordable housing, debt service payments, and existing contractual obligations. The pledge of net available tax increment Will constitute legal obligations to make payments authorized and incurred pursuant to Section 33445. The . obligations set forth in this Agreern.ent will be contractual obligations that, if breached, will subject the parties to this Agreement to damages and other liabilities or remedies. . G. The City Council (the "Council") and the Commission by resolution have each found that the use of Commission redevelopment funding for the Projects is in accordance with Section 33445 of the California Community Redevelopment Law (Health & Safety Code Section 33000 et seq.) ("CRL") and other applicable law. The said Council and Council resolutions are each based on the authority of the Commission, with the consent of the Council, to pay all or part of the cost of the installation and construction of any building, facility, structure, or other improvements which is publicly owned either within or outside a project area. H. By approving and entering into this Agreement, the Commission has approved the pledge of net available tax increment from the Project Areas to pay for the Projects. I. The obligations of the Commission under this Agreement shall constitute an indebtedness of the Commission for the purpose of carrying out the Redevelopment Plan for the Project Areas. NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. INTRODUCTORY PROVISIONS The recitals above are an integral part of this Agreement and set forth the intentions of the parties and the premises on which the parties have decided to enter into . this Agreement. Page 2 (Th 2. COMMISSION'S OBLIGATIONS A. The Projects are those projects which are listed on the attached Exhibit 1, which is incorporated herein by this reference. The Commission agrees to pay the City an amount equal to the cost to the City to Carry out the Projects to completion, including without limitation all costs incurred by the City for the planning, financing, development, permitting, design, site testing, site remediation, bidding, construction and construction. management of the Projects. The Commission's obligations under this Agreement include without limitation, the Commission's obligation to make the payments to the City required by this Agreement, shall constitute an indebtedness of the Commission for the purpose of carrying out the redevelopment of the Project Areas and are obligations to make payments authorized and incurred pursuant to Section 33445 and other applicable statutes. The obligations of the Commission set forth in this Agreement are contractual obligations that, if breached, will subject the Commission to damages and other, liabilities or remedies. B. The Obligations of Commission under this Agreement shall be payable out of net available tax increments, as defined in the above recitals, levied by or for the benefit of taxing agencies in the Redevelopment Project Areas, and allocated to the Commission pursuant to Section 33670 et seq., of the California Commumi Redevelopment Law. Tax increment shall mean and include tax increment as defined or provided for in any applicable constitutional provision, statute or other provision of law now existing or adopted in the future, and allocated to (i) the Commission and/or (ii) any lawful successor entity of the Commission and/or (iii) any entity established by law to carry out any of the redevelopment plans for the Commission project areas and/or (iv) any entity established by law to expend tax increment and/or (V) any entity established by law to pay indebtedness of the Commission to be repaid in whole or in part with tax increment, pursuant to Section 33670 et seq. of the California Health & Safety or any applicable constitutional provision, statute or other provision of law now existing or adopted in the future. C. The indebtedness of Commission wider this Agreement shall be subordinate to the rights of the holder or holders of any existing or future bonds, notes or other instruments of indebtedness (all referred to herein as "Indebtedness") of Commission incurred or issued to finance the Redevelopment Project Areas, including without limitation any pledge Of tax increment revenues from the Redevelopment Project Areas to pay any portion of the principal (and otherwise comply with the obligations and covenants) of any bond or bonds issued or sold by Commission with respect to the Redevelopment Project Areas. • D. Payments to be made by the Commission to the City under the Cooperation Agreement shall be made by the Commission as they are incurred by the City or as demanded by the City when necessary to perforn its obligations and duties hereunder. City shall proVide Commission with a quarterly report accompanied by evidence reasonably satisfactory to the Commission's Executive Director that the City has progressed in the development and construction of the Project or Projects for which Page 3 payment is made by the Commission commensurate with such payments and has incurred costs. or obligations to rnalce payments equal to or greater than such amount. 3. CITY'S OBLIGATIONS A. The City shall accept any funds offered by the Commission pm'suant to this Agreement and shall devote those funds to completion of the Projects• by (i) reimbursing the City or using such funds to make City expenditures to perform the work required to carry out and complete the Projects; (ii) utilize such funds to pay debt service on bonds or other indebtedness or obligations that the City has or will incur for such purposes; and/or (iii) paying such funds into a special fund of the City to be held and expended only for the purposes of satisfying the obligations of the City hereunder. B. It is the responsibility of City to pay all development and construction costs in connection with the Projects from funds paid to the City by the Commission under this Agreement. C: The City shall perform its obligations hereunder in accordance with the applicable provisions of federal, state and local laws, including the obligation to comply with environmental laws such as CEQA. D. The City's performance of its obligations and duties under this Agreement shall be performed by the Community Development Commission Director, with support from the Community Development Commission's management team. and staff who shall report to the City Manager. Commission management team and staff shall mean the Assistant Director, Redevelopment Manager, Project Manager, Management Analyst II, Senior Administrative Assistant, Administrative Assistant I, Project Coordinator, Housing Coordinator, and Interns, or such City department or entity as desianated by the City Manager. 4.. LIABILITY AND lNDEMNIFICATION In contemplation of the provisions of California Government Code Section 895.2 imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Government Code Section 895, the parties hereto, as between themselves, pursuant to the autholization contained in Government Code Sections 895.4 and 895.6, shall each assume the full liability imposed upon it, or any of its officers, agents or employees, by law for injury caused by negligent or vvrongful acts or omissions occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Government Code Section 895.2. To achieve the above-stated purpose, each party indemnifies, defends and holds harmless the other party for any liability, losses, cost or expenses that may be incurred by such other party solely by reason of Government Code Section 895.2. 5. ENTIRE AGREEMENT: WAIVERS AND AMENDMENTS • Page 4 A. This Agreement shall be executed in triplicate originals, each of which is deemed to .be an original: B. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties, with respect to the subject matter of this Agreement. C. This Agreement is intended solely for the benefit of the City and the CoMmission. Notwithstanding any reference in this Agreement to persons or entities other than the City and the Commission, there shall be no third party beneficiaries .under this Agreement. D. All waivers of the provisions of this Agreement, and all amendments to this Agreement must be in writing and signed by the authorized representatives of the parties. 6. SEVERABILITY If any term, provisions ; covenant or condition of this Agreement is held by a court of Competent jurisdiction to be invalid, void or unenforceable, th_e remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or =enforceability. 7. DEFAULT If either party fails to perform or adequately perform an obligation required by this Agreement within thirty (30) calendar days of receiving written notice from the non- • defaulting party, the party failing to perform shall be in default hereunder. In the event of default, the non-defaulting party will have all the rights and remedies available to it at law or in equity to enforce the provisions of this contract, including without limitation the right to sue for damages for breach of contract. The rights and remedies of the non- defaulting party enumerated in this paragraph are cumulative and shall hot limit the non- defaulting party's rights under any either provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of. The Agreement or hereinafter enacted or established, that may be available to the non- defaulting party against the defaulting party. All notices of defaults shall clearly indicate a notice of default under this Agreement. 8. BINDING ON SUCCESSORS This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. [Signatures on the following page] Page 5 City Attorney/Commission Counsel IN. WITNESS WIIEREOF, the parties have executed this Agreement 'as of the date first set forth above. THE CITY OF WEST COVINA (the "City") Andrew .Pasmant, City Manager THE WEST COVINA COMMUNITY DEVELOPMENT COMMISSION (the "Commission") Andrew Pasmant, Executive Director ATTESTED: iCity Clerk/C6amission ecretary APPROVED AS TO FORM: Page 6 EXH=IBIT 1 C DEVELOPMENT PROJECTS Projects • P.roiect Cost Project Area Description - . . Amar/Azusa (Island Plaza shopping Center) 31.000.000 Citywide RPA Re-tenanting of vacancies at shopping center located on southeast corner of Amar/Azusa. Auto Dealership Retention and Expansion 520.000.000 West.Covina RPA Renovation and development of new dealerships on Auto Row. Auto Center Sign ' 31.500,000 West Covina RPA Replacement of existing Auto Center Sign. . Azusa/Aroma (South Hills Plaza) 31:500.000 Citywide.RPA• Facade/building/site improvement and re-tenanting at South Hills Plaza. Cart:. sIVVoricman (Citrus Grovel $1,500,000 West Covina RPA Facade/building/site improvement and tenanting assistance at Citrus Grove. Civic Center Develooment $5,000,000 West Covina RPA Development of a commercial project on City-owned civic center property. Civic Center (County Library Parking) $1.000,000 West Covina RPA Relocation of library parking from City property to Los Angeles County property. Country Club Center (McIntyre Sauare) $2,000.000 West Covina RPA Facade/building/site improvement and tenant assistance of bliahted shopping center. Eastland Shoppina Center 32.000.000 West Covina RPA Facade/building/site improvement and re-tenanting at Eastland Shopping Center. Economic Development and Job Creation 39.420.000 Entire City Promotion and marketing of West Covina to attract businesses and jobs. Former Crazvhorse . $1,000,000 West Covina RPA Re-tenanting of Former Crazyhorse site. Glendora Downtown (mixed used development) $40,000,000 West Covina RPA Redevelopment of downtown for a potential mix-used development along Glendora Avenue. Glendora Downtownbranding program . .$500,000 West Covina RPA Development of a comprehensive branding and signage program for downtown area. Glendora Downtown (Lakes Entertainment Center) $2,500,000 West Covina RPA Re-tenanting of vacancies at the Lakes Entertainment Center. .,, Glendora Downtown (Edward's Theater) • 35,000.000 West Covina RPA Facade improvement and remodelina of the theater.' Glendora Downtown Wanner VVickes site) 520.000,000 West Covina RPA . . Redevelopment of former Wickes site for a mixed use (housing and commercial) development lmaae Enhancement . . 52.000.000 Entire City Improve image of project areas through banner programs. theme sir:macre. and marketing. . . K-Mart Site - S20,000,000 VVest Covina RPA Redevelopment of K-Mart center. . . K-Mart Site (Credit Union Property) .. $1,500,000 West Covina RPA Redevelopment of vacant Credit Union property for a commercial use, Noaaies/La Puente (Ouallridae Show:ring Center)' 52.000.000 Citywide OA Re-tenanting of vacancies at sh000lna center located on No,gales/La Puente. . Public Infrastructure $3,000.000 Entire City Streetscape design, pedestrian walkways and provide for general infrastructure and utility improvements. Public Infrastructure (Freeway enhancement) S3,000,000 Entire Clly Landscaping and beautification af freeway entrances. • Public Infrastructure (Azusa/Amar improvements) $500,000 Citywide RPA intersection improvements on Azusa/Arn ar Road. Public infrastructure (Azusa Avenue Street Rehabilitation) _ 31,700,000 Entire City Street rehabilitation from Giambi Way to North City Limits. Public Infrastructure (Mass Transit Center) 82.000,000 West Covina RPA Development of a mass transit center in conjunction with Foothill Transit Public Infrastructure (Hiah Speed Rail Transit Station) 330.000.000 West Covina RPA Development of a high speed rail station and parking structure at the Westfield Mall. Public Infrastructure (Fire station) $10,000,000 Entire City Construction of a new fire station and related infrastructure improvements. . Restaurant Row $2,000.000 West Covina RPA Facade, sign, and parking lot improvement of restaurant row. Shoopino Center Renovation 510.000,000. Entire City Façade improvements and marketing_programs to promote strugaling shopping centers. • Strateaic Development (West Covina Parkway Plaza) $1,000,000 West Covina RPA Re-tenanting of vacancies at shopping center located on West Covina Parkway Plaza. Strategic Development (Marketplace II) 35,000,000 West Covina RPA Re-tenanting of vacancies at shopping center located on Lakes Drive. West Covina Sportsolex (Golf Course) 345,000.000 West Covina RPA Development of a 15 hole golf course on the former BKK landfill. West Covina Sportsplex (waterline) 35.000.000 West Covina RPA Development of waterline system to support golf course and future development on remainder of Sportsplex site. West Covina Soortsolex Moo Park) 3100.000 West Covina RPA Development of a dog park on vacant parcels on Sportsplex site. West Covina Sportsplex (hockey/ice rink) 55,500,000 West Covina RPA Development of a ice rink on 850 pad of Sportsplex site. May include site development, land and potential for financial assistance. West Covina Soortsdex (Helipad) $2,000,000 West Covina RPA Development of a Helipad on surplus property for public safety helicopters. West Covina Soortsolex (Sionaoe) $1,000.000 West Covina RPA Development of a new slanape for the entire Sportsplex site. North/West Colleae Expansion 52.000,000 West Covina RPA ' Facade/building renovation of Northwest College. West Covina Mall Expansion ' 55,000,000 West Covina RPA Re-tenanting and development of additional retail space at the Westfield Mall. Additional Development Opportunities (Pioneer School Sitel 82,000,000 na Public infrastructure need to convert school properties to residential/commercial/industrial development Additional Development Opportunities (Vincent Adult Center) 52,000.000 West Covina RPA Public infrastructure need to convert school properties to residential/commercial/Industrial development [Administrative and Personnel Cost for development and morAoring. $57,800,000 Entire City Administrative, personnel, supplies and service cost for administering redevelopment/economic development projects and related infrastructure improvements. COTS AND PP.OGRAMS Proiects Project Cost . Project Area Description Home Improvement Loan Program • 017,000,000 Entire City . Continuation of Home Improvement Loan Program Housina Preservation Proaram 51.020.000 Entire City Continuation of Housing Preservation Loan Program for moderate/income family. Affordable Housina Proiects 650,000,000 Entire City Development of future affordable housing projects. Administrative and Personnel Cost for development and monitoring. 557,800.000 Entire City Administrative, personnel, supplies and service wit for administering housing projects and related infrastructure improvements. Total 5460,840,000 EXHIBIT F IMPLEMENTATION AGREEMENT TO THE COOPERATION AGREEMENT DATED FEBRUARY 15, 2011 FOR PAYMENT OF COSTS TO THE CITY OF WEST • COVINA ASSOCIATED WITH THE DEVELOPMENT OF A GOLF COURSE THIS IMPLEMENTION AGREEMENT (the "Agreement") is entered into this 21st day of June, 2011, by and between the CITY OF WEST COVINA, a municipal corporation ("City") and the WEST COVINA COMMUNITY DEVELOPMENT COMMISSION, a public body, corporate, and politic ("Commission"), with reference to the following facts: WHEREAS, on February 15, 2011, the City and Commission entered into that certain Cooperation Agreement for Payment of Costs Associated With Certain RDA Funded Capital Improvement and Affordable Housing Projects ("Cooperation Agreement") wherein the Commission committed to pledge and otherwise provide net available tax increment to develop and constructed various redevelopment projects listed in the Cooperation Agreenient, and the City, in consideration for Commission's financial assistance, agreed to provide for and facilitate the cooperative planning, undertaking, construction, or operation of redevelopment projects in accordance with the Commission's Redevelopment Plans and to aid and cooperate with the Commission to expeditiously implement the listed projects listed in the Cooperation Agreement. The Cooperation Agreement and all exhibits thereto are hereby incorporated herein by this reference. WHEREAS, the City and Commission desire to cooperate with one another by entering into this Agreement for the planning, development, and construction of a public championship golf course to be located on Commission owned and Comm. ission leased property, consisting of approximately 180 acres of land ("Project"), which is more specifically shown in Exhibit A attached hereto (collectively the "Site"). WHEREAS, a portion of the Site was formerly a Class III landfill used for the disposal of municipal solid waste. WHEREAS, the City and Commission desire to enter into this Agreement to continue the long term goals of rehabilitating the Site into a remediated productive use, and further eliminate blighted conditions on the Site which continue to be an impediment to development of the Site. WHEREAS, the City and Commission desire to supplement the provisions of the Cooperation Agreement to additionally provide for the orderly implementation of the Cooperation Agreement. WHEREAS, the obligations of the Commission under the Cooperation Agreement and this Agreement shall constitute the indebtedness of the Commission for the purpose of carrying out the Redevelopment Plan for the Project Area and the obligations set forth under this 1 Agreement are contractual obligations of the City and Commission that, if breached, will subject the City and Agency to damages and other liabilities or remedies. WHEREAS, pursuant to the Cooperation Agreement, the Commission previously ma.de the requisite findings pursuant to Health and Safety Code Section 33445 in connection with the payment of value for land, cost of installation, and construction of any building, facility, structure, or other improvement which is publicly owned within or without the Project Area, which are incorporated herein by this reference. NOW, THEREFORE, parties hereto do mutually agree as follows: I. COMMISSION'S OBLIGATIONS A. Consistent with the Commission funding pledge under the Cooperation Agreement, the Commission agrees to provide funds to the City under this Agreement in the amount of Forty-Five Million Dollars ($45,000,000) for the Project. The obligation of the Commission under this Agreement shall be' payable out of net available tax increment, as defined herein. Whenever used in this agreement, the term "net available tax increment" shall mean and include tax increment as defined or provided for in any applicable constitutional provision, statute or other provision of law now existing or adopted in the future, and allocated to (i) the Commission and/or (ii) any lawful successor entity of the Commission and/or (iii) any entity established by law to carry expend tax increment and/or (iv) any entity established by law to expend tax increment and/or (v) any entity established by law to pay indebtedness of the Commission to be repaid in whole or in part with tax increment pursuant to Section 33670 et seq. of the California Community Development Law or any applicable constitutional provision, statute or other provision of law now existing or adopted in the future. B. Payments to be made by the Commission to the City under this Agreement shall be made by the Commission as they are incurred by the City or as demanded by the City when necessary to perform its obligations and duties hereunder. City shall provide Commission with a quarterly report accompanied by evidence reasonably satisfactory to the Commission's Executive Director that the City has progressed in the development and construction of the Project and that the City has incurred costs or obligations to make payments equal to or greater than such amount. C. The indebtedness of Commission under this Agreement shall be subordinate to the rights of the holder or holders of any existing or future bonds, notes or other instruments of indebtedness (all referred to herein as "Indebtedness") of Commission incurred or issued to finance the Project or other Redevelopment Project Areas, including without limitation any pledge of tax increment revenues from the Redevelopment Project Areas to pay any portion of the principal (and otherwise comply with the obligations and covenants) of any bond or bonds issued or sold by Commission with respect to the Redevelopment Project Areas. 2 II. CITY'S OBLIGATIONS A. In consideration of Commission's obligations set forth in Section I above, City agrees to undertake the design, planning, and development of the Project on behalf of the Commission and to effectuate the purpose and intent of the California Redevelopment Law and Project Area Plan in a manner consistent with California Redevelopment Law. The City may develop the Project independently or in partnership with a private developer in a manner consistent with this Agreement. B. The City shall accept any funds offered by the Commission pursuant to this Agreement and shall devote those funds to the completion of the Project by (i) reimbursing the City or using such funds to make City expenditures to perfolin the work required to carry out and complete the Project and/or; (ii) utilize such funds to pay debt Service on bonds or other indebtedness or obligations that the City has or will incur for such purposes; and/or (iii) paying such funds into a special fund of the City to be held and expended only for the purposes of satisfying the obligations of the City hereunder. C. It shall be the respbnsibility of City to pay all development and construction costs in connection with the Project from funds paid to the City by the Commission under this Agreement. D. The City shall perform its obligations hereunder in accordance with the applicable provisions of federal, state and local laws, including the obligation to comply with environmental laws such as CEQA. III. SCOPE OF DEVELOPMENT The Project shall consist of a public championship golf course consisting of a minimum of 18- hole course and club house to be located on a site consisting of approximately 180 total acres, of which, 130 acres is owned by the Commission and an additional 50 acres is leased by the Commission pursuant to a long term ground lease. IV. LIABILITY AND INDEMNIFICATION • In contemplation of the• provisions of California Government Code Section 895.2 imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Government Code Section 895, the parties hereto, as between themselves, pursuant to the authorization contained in Government Code Sections 895.4 and 895.6, shall each assume the full liability imposed upon it, or any of its officers, agents or employees, by law for injury caused by negligent or wrongful acts or omissions occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Government Code Section 895.2. To achieve the above-stated purpose, each party indemnifies, defends and holds harmless the other party for any liability, losses, cost or expenses that may be incurred by such other party solely by reason of Government Code Section 895.2. 3 V. ENTIRE AGREEMENT: WAIVERS AND AMENDMENTS A. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter of this Agreement. B. This Agreement is intended solely for the benefit of the City and the Commission. Notwithstanding any reference in this Agreement to persons or entities other than the City and the Commission, there shall be no third party beneficiaries under this Agreement. C. All waivers of the provisions of this Agreement, and all amendments to this Agreement must be in writing and signed by the authorized representatives of the parties. VI. SEVERABILITY If any term, provisions, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. VII. DEFAULT If either party fails to perform or adequately perform an obligation required by this Agreement within thirty (30) calendar days of receiving written notice from the non-defaulting party, the party failing to perform shall be in default hereunder. In the event of default, the non-defaulting party will have all the rights and remedies available to it at law or in equity to enforce the provisions of this contract, including without limitation the right to sue for damages for breach of contract. The rights and remedies of the non-defaulting party enumerated in this parag,raph are cumulative and shall not limit the non-defaulting party's rights under any ether provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of. The Agreement or hereinafter enacted or established, that may be available to the non-defaulting party against the defaulting party. All notices of defaults shall clearly indicate a notice of default under this Agreement. VIII. BINDING ON SUCCESSORS This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. [Signature on the following page] 4 City Clerk/CtiMmission secretary I • APPROVED AS TO FORM: IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. THE CITY OF WEST COVINA (the "City") Andrew Pasmant, City Manager THE WEST COVINA COMMUNITY DEVELOPMENT COMMISSION (the "Commission") Andrew Pasmant, Executive Director ity Attdmei/Commission Counsel 5 ATTACHMENT NO. 2 RESOLUTION NO. 2016-5 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY APPROVING AND AUTHORIZING THE TRANSMITTAL OF AN ADMINISTRATIVE BUDGET FOR THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY AND A RECOGNIZED OBLIGATION PAYMENT SCHEDULE "ROPS" FOR THE PERIOD JULY 1,2016 THROUGH JUNE 30, 2017 WHEREAS, as part of the 2011-12 State budget bill, the California Legislature has enacted and the Governor has signed, companion bills AB1X 26 and AB1X 27, requiring that each redevelopment agency be dissolved unless the community that created it enacts a resolution committing it to making certain payments; and WHEREAS, on December 29, 2011, the California Supreme Court upheld AB1X 26, which dissolved all of the redevelopment agencies in the State of California as of February 1, 2012, and struck down AB1X 27; and WHEREAS, at a meeting of January 10, 2012, the City of West Covina took action to designate itself as the Successor Agency to the former West Covina Redevelopment Agency; and WHEREAS, Pursuant to Health and Safety Code Section 34179.7 (o) (1), commencing with the ROPS covering the period from July 1, 2016 to June 30, 2017 and thereafter, agencies shall submit an oversight board approved annual ROPS to Finance and the County Auditor- Controller by February 1, 2016 and each February 1 thereafter; and WHEREAS, the West Covina City Council, acting as Successor Agency to the former West Covina Redevelopment Agency, reserves the right to appeal any determination of the California Director of Finance or other entity regarding the propriety of this resolution as well as any future determinations; and WHEREAS, the West Covina City Council, acting as Successor Agency to the former West Covina Redevelopment Agency, intends to comply with the state-mandated obligations established hereunder; and WHEREAS, all other legal prerequisites to the adoption of this resolution have occurred. NOW, THEREFORE, BE IT RESOLVED by the West Covina City Council, acting as Successor Agency to the former West Covina Redevelopment Agency, as follows: SECTION 1. The foregoing Recitals are incorporated into this Resolution by this reference, and constitute a material part of this Resolution. SUCCESSOR AGENCY TO THE WEST COV)NA REDEVELOPMENT AGENCY AMENDED ADMINISTRATIVE BUDGET July, 2016 to June 30, 2017 Annual Amount July - Dec 2016 Jan - June 2017 Salaries & Benefits Maintenance & Operations Consultants Legal Fees Phone Cell Phone Supplies Meetings Overhead Liability Insurance 986,000 $ 134,400 100,000 2,000 1,000 7,300 5,000 30,000 5,000 493,000 $ 67,200 50,000 1,000 500 3,650 2,500 15,000 2,500 493,000 67,200 50,000 1,000 500 3,650 2,500 15,000 2,500 Subtotal Total Budget 1,270,700 $ 635,350 $ 635,350 Successor Agency:West Covina County:Los Angeles Current Period Requested Funding for Enforceable Obligations (ROPS Detail) 16-17A Total 16-17B Total ROPS 16-17 Total A 3,558,300$ 684,600$ 4,242,900$ B - - - C - - - D 3,558,300 684,600 4,242,900 E 22,344,874$ 17,039,630$ 39,384,504$ F 21,709,524 16,404,280 38,113,804 G 635,350 635,350 1,270,700 H Current Period Enforceable Obligations (A+E):25,903,174$ 17,724,230$ 43,627,404$ Name Title /s/ Signature Date Recognized Obligation Payment Schedule (ROPS 16-17) - Summary Filed for the July 1, 2016 through June 30, 2017 Period Enforceable Obligations Funded with Non-Redevelopment Property Tax Trust Fund (RPTTF) Funding Sources (B+C+D): Non-Administrative Costs Enforceable Obligations Funded with RPTTF Funding (F+G): Bond Proceeds Funding Reserve Balance Funding Other Funding Administrative Costs Certification of Oversight Board Chairman: Pursuant to Section 34177 (o) of the Health and Safety code, I hereby certify that the above is a true and accurate Recognized Obligation Payment Schedule for the above named successor agency. A B C D E F G H I J K L M N O P Q R S T U V W Bond Proceeds Reserve Balance Other Funds Non-Admin Admin Bond Proceeds Reserve Balance Other Funds Non-Admin Admin $ 45,949,791 $ 43,627,404 $ - $ - $ 3,558,300 $ 21,709,524 $ 635,350 $ 25,903,174 $ - $ - $ 684,600 $ 16,404,280 $ 635,350 $ 17,724,230 1 1999 Tax Allocation Bonds Bond Reimbursement 11/1/1999 11/1/2029 US Bank Fund capital projects in Merged Area N $ 175,000 170,000 $ 170,000 5,000 $ 5,000 2 2002 Tax Allocation Bonds Bonds Issued On or Before 12/31/10 6/1/2002 9/1/2022 US Bank Refund outstanding 1993 bonds N $ 979,516 828,173 $ 828,173 151,343 $ 151,343 3 2006 Lease Revenues Bonds Bond Reimbursement Agreements 9/19/2006 6/1/2036 City of West Covina Reimburse City for BLD Debt Service N $ 1,220,666 455,333 $ 455,333 765,333 $ 765,333 4 1998 Housing Set Aside Bonds Bonds Issued On or Before 12/31/10 4/1/1998 9/1/2025 US Bank Acquisition and rehab of a housing project N $ 434,248 348,164 $ 348,164 86,084 $ 86,084 5 2001 Housing Set Aside Bonds Bonds Issued On or Before 12/31/10 12/1/2001 9/1/2030 US Bank Development of a senior housing project N $ 764,288 625,225 $ 625,225 139,063 $ 139,063 6 SERAF 2010 Housing Loan SERAF/ERAF 2/16/2010 6/30/2017 Housing Successor Agency Repay SERAF to the housing fund 3,160,818 N $ 1,515,376 757,688 $ 757,688 757,688 $ 757,688 7 SERAF 2011 Housing Loan SERAF/ERAF 1/18/2011 6/30/2017 Housing Successor Agency Repay SERAF to the housing fund 744,377 N $ 589,312 294,656 $ 294,656 294,656 $ 294,656 8 DDA - The Lakes OPA/DDA/Construction 6/26/1987 6/30/2038 Gateway Crescent, LLC Allocated bond costs & maintenance for park structure N $ 320,000 200,000 $ 200,000 120,000 $ 120,000 9 CFD Tax Increment Pledge OPA/DDA/Construction 6/26/1989 9/1/2022 Fashion Plaza CFD Tax Increment pledged to CFD N $ 1,700,000 850,000 $ 850,000 850,000 $ 850,000 10 CSS - CFD Remediation 10/19/2004 10/19/2054 Coastal Sage Scurb CFD CFD Assessment N $ 77,040 38,520 $ 38,520 38,520 $ 38,520 11 Repay County Loan Third-Party Loans 6/19/1990 8/20/2021 County of Los Angeles Repay Loan of Deferred Tax Increment N $ 1,500,000 750,000 $ 750,000 750,000 $ 750,000 12 SA Administrative Budget Admin Costs 1/1/2014 6/30/2017 SA staff, Various Administration for both project areas N $ 1,263,700 628,350 $ 628,350 635,350 $ 635,350 13 City Cooperative Agreement City/County Loans On or Before 6/27/11 02/15/2011 06/30/2017 City of West Covina Reimbursement of advanced SA expenses N 19,610,214 9,805,107 9,805,107 9,805,107 9,805,107 14 Anticipated/Existing Litigation Litigation 03/16/2006 06/30/2017 Squire Sanders & Dempsey Enforcement of judgments/obligations Y 15 Anticipated/Existing Litigation Litigation 07/18/2000 06/30/2017 Alvarez-Glasman Colvin Enforcement of judgments/obligations Y 16 Anticipated/Existing Litigation Litigation 10/22/2012 6/30/2017 Eminent Domain Law Group RDA property litigation Y $ - $ - $ - 17 Anticipated/Existing Litigation Litigation 04/25/2007 06/30/2017 Hunsucker Goldstien RDA property litigation N 5,000 2,500 2,500 2,500 2,500 18 Project Administrative Costs Project Management Costs 1/1/2014 6/30/2017 Various Project specific related costs N $ - - $ - - $ - 19 AB 1484 Auditing Fees Dissolution Audits 9/10/2012 6/30/2017 White Nelson Diehl Evans AB 1484 Auditing Fees N $ 6,000 3,000 $ 3,000 3,000 $ 3,000 20 Oversight Board Legal Services Legal 10/4/2012 6/30/2017 Harper & Burns Oversight Board Legal Services N $ - - $ - - $ - 21 Successor Agency Legal Services Legal 6/30/2016 6/30/2017 Jones & Mayer Successor Agency Legal Services N $ - - $ - - $ - 22 Property Management Plan Professional Services 6/30/2016 6/30/2017 Various Long-Range Property Management Plan per AB 1484 N $ 60,000 45,000 $ 45,000 15,000 $ 15,000 23 City Note - Administration City/County Loans On or Before 6/27/11 08/09/1971 06/30/2025 City of West Covina Repay City for admin & construction 7,281,414 N 728,142 364,071 364,071 364,071 364,071 24 City Note - CIP City/County Loans On or Before 6/27/11 02/28/1972 06/30/2025 City of West Covina Repay City for capital projects 7,281,414 N 728,142 364,071 364,071 364,071 364,071 25 City Note Revolving City/County Loans On or Before 6/27/11 12/16/1985 06/30/2025 City of West Covina Repay City for revolving credit 7,281,414 N 728,142 364,071 364,071 364,071 364,071 26 Sales Tax Reimbursement City/County Loans On or Before 6/27/11 07/25/2005 06/30/2025 City of West Covina Reimburse City for CFD Sales Tax 6,118,895 N 611,890 305,945 305,945 305,945 305,945 27 Golf Course Agreement OPA/DDA/Construction 06/21/2011 06/30/2016 Various Golf Course Implementation Agreement N 20,000 15,000 15,000 5,000 5,000 28 1996 CFD Refunding Bonds Bonds Issued On or Before 12/31/10 7/1/1996 9/1/2022 US Bank Fund Fashion Plaza Improvements N $ 4,242,900 3,558,300 $ 3,558,300 684,600 $ 684,600 29 1988 Lease Rev Refunding Bonds Revenue Bonds Issued On or Before 12/31/10 8/1/1988 8/1/2018 Wells Fargo Bank Fund Lakes Parking Project N $ 580,000 577,500 $ 577,500 2,500 $ 2,500 30 OPA - CFD OPA/DDA/Construction 6/26/1989 9/1/2022 Starwood CFD admin and developer repayment N $ 895,000 895,000 $ 895,000 - $ - 31 Anticipated/Existing Litigation Litigation 03/16/2006 06/30/2017 Squire Sanders & Dempsey Enforcement of judgments/obligations Feb-Jun 2012 N 32 Anticipated/Existing Litigation Litigation 03/16/2006 06/30/2017 Squire Sanders & Dempsey Enforcement of judgments/obligations Jul-Dec 2012 N 33 Anticipated/Existing Litigation Litigation 03/16/2006 06/30/2017 Alvarez-Glasman Colvin Enforcement of judgments/obligations Feb-Jun 2012 N 34 Anticipated/Existing Litigation Litigation 03/16/2006 06/30/2017 Alvarez-Glasman Colvin Enforcement of judgments/obligations Jul-Dec 2012 N 35 Anticipated/Existing Litigation Litigation 10/22/2012 06/30/2017 Eminent Domain Law Group RDA property litigation: Feb-Jun 2012 N 36 Anticipated/Existing Litigation Litigation 10/22/2012 06/30/2017 Eminent Domain Law Group RDA property litigation: Jul-Dec 2012 N 37 Anticipated/Existing Litigation Litigation 04/25/2007 06/30/2017 Hunsucker Goldstien RDA property litigation: Feb-Jun 2012 N 38 Anticipated/Existing Litigation Litigation 04/25/2007 06/30/2017 Hunsucker Goldstien RDA property litigation: Jul-Dec 2012 N 41 City Note - Administration City/County Loans On or Before 6/27/11 08/09/1971 06/30/2025 City of West Covina Repay City for admin & construction: Feb-Jun 2012 Y 42 City Note - Administration City/County Loans On or Before 6/27/11 08/09/1971 06/30/2025 City of West Covina Repay City for admin & construction: Jul-Dec 2012 Y 43 City Note - CIP City/County Loans On or Before 6/27/11 02/28/1972 06/30/2025 City of West Covina Repay City for capital projects: Feb-Jun 2012 Y 44 City Note - CIP City/County Loans On or Before 6/27/11 02/28/1972 06/30/2025 City of West Covina Repay City for capital projects: Jul-Dec 2012 Y 45 1998 - 2006 Bonds Fees 4/1/1998 9/1/2030 US Bank Bond Fiscal Agent Fees N $ 21,500 10,750 $ 10,750 10,750 $ 10,750 46 1998 - 2006 Bonds Fees 4/1/1998 9/1/2030 Wells Fargo Bank Bond Letter of Credit Fees N $ 80,000 40,000 $ 40,000 40,000 $ 40,000 47 1998 - 2006 Bonds Fees 11/1/1999 11/1/2029 Wells Fargo Bank Bond Remarketing Fees N $ 10,000 5,000 $ 5,000 5,000 $ 5,000 48 1998 - 2006 Bonds Fees 11/1/1999 11/1/2029 Standard and Poors Bond Credit Agency Surveillance Fees N $ 6,000 3,000 $ 3,000 3,000 $ 3,000 49 Anticipated/Existing Litigation Litigation 05/01/2007 06/30/2017 Law Office of Robert Gokoo RDA property litigation - BKK slope failure N RPTTF Non-Redevelopment Property Tax Trust Fund (Non-RPTTF) Contract/Agreement Termination Date ROPS 16-17 Total 16-17B Non-Redevelopment Property Tax Trust Fund (Non-RPTTF) RPTTF 16-17ATotal West Covina Recognized Obligation Payment Schedule (ROPS 16-17) - ROPS Detail July 1, 2016 through June 30, 2017 (Report Amounts in Whole Dollars) Item #Payee Description/Project Scope Project Area Total Outstanding Debt or Obligation Retired 16-17A 16-17BTotal Project Name/Debt Obligation Obligation Type Contract/Agreement Execution Date A B C D E F G H I J K L M N O P Q R S T U V W Bond Proceeds Reserve Balance Other Funds Non-Admin Admin Bond Proceeds Reserve Balance Other Funds Non-Admin Admin RPTTF Non-Redevelopment Property Tax Trust Fund (Non-RPTTF) Contract/Agreement Termination Date ROPS 16-17 Total 16-17B Non-Redevelopment Property Tax Trust Fund (Non-RPTTF) RPTTF 16-17ATotal West Covina Recognized Obligation Payment Schedule (ROPS 16-17) - ROPS Detail July 1, 2016 through June 30, 2017 (Report Amounts in Whole Dollars) Item #Payee Description/Project Scope Project Area Total Outstanding Debt or Obligation Retired 16-17A 16-17BTotal Project Name/Debt Obligation Obligation Type Contract/Agreement Execution Date 50 Unfunded Pension Liabilities Unfunded Liabilities 7/1/1966 6/30/2017 CalPERS Payment for unfunded pension obligations N $ 89,464 44,732 $ 44,732 44,732 $ 44,732 51 Retirement Benefits Unfunded Liabilities 9/19/2001 6/30/2017 Former employees Payment for retirement obligations N $ 28,194 14,097 $ 14,097 14,097 $ 14,097 52 ROPS 1 RORF Reserve Reserves 01/01/2014 06/30/2017 City of West Covina Adjustment to Redevelopmt Obligation Retirement Fund Y 54 Contractual Services ROPS/Property Plan Professional Services 3/6/2013 6/30/2017 Gonsalves and Sons Consultant for ROPS and property management plan N $ 30,000 15,000 $ 15,000 15,000 $ 15,000 55 BKK Landfill Closure Agreements Remediation 4/17/2001 6/30/2017 Various Landfill closure mitigation to approved recreation use N $ 500,000 250,000 $ 250,000 250,000 $ 250,000 57 Public Notices Property Dispositions 7/1/2016 6/30/2017 SGV Newspaper Notices of Proposed Property Transfer N $ 30,000 15,000 $ 15,000 15,000 $ 15,000 58 Special Assessments on RDA-owned parcels Project Management Costs 1/1/2014 6/30/2017 City of West Covina Citywide Lighting & Landscape Maintenance District #2 (Jan 2014 - June 2014) N $ 5,334 5,334 $ 5,334 $ - 59 Retirement Benefits Unfunded Liabilities 9/19/2001 6/30/2017 Former employee Payment for retirement obligations Feb 2012-Jun 2013 Y $ - $ - $ - 60 Special Assessments on RDA-owned parcels Project Management Costs 1/1/2014 6/30/2017 City of West Covina Citywide Lighting & Landscape Maint District #2 N $ 12,000 6,000 $ 6,000 6,000 $ 6,000 61 AB 1484 Auditing Fees Dissolution Audits 9/10/2012 6/30/2017 White Nelson Diehl Evans AB 1484 Auditing Fees Jul-Dec 2012 Y $ - $ - $ - 62 Anticipated/Existing Litigation Litigation 6/1/2013 6/30/2017 Blank Rome LLP Enforcement of judgments/obligations (assisting Squire Sanders) Y $ - $ - $ - 63 Anticipated/Existing Litigation Litigation 6/1/2013 6/30/2017 Blank Rome LLP Enforcement of judgments/obligations Jan-Jun 2013 Y $ - $ - $ - 64 Anticipated/Existing Litigation Litigation 6/1/2013 6/30/2017 Blank Rome LLP Enforcement of judgments/obligations Jul-Dec 2012 Y $ - $ - $ - 65 DDA - The Lakes OPA/DDA/Construction 06/26/1987 06/30/2038 Gateway Crescent, LLC Allocated bond costs & maintenance for park structure Jan-Jun 2013 Y 66 Anticipated/Existing Litigation Litigation 03/16/2006 06/30/2017 Squire Sanders & Dempsey Enforcement of judgments/obligations Jan-Jun 2013 Y 67 Project Administrative Costs Project Management Costs 9/27/2011 6/30/2017 Rincon Environmental LLC Project specific related costs for environmental land use consulting for BKK Landfill N $ 30,000 15,000 $ 15,000 15,000 $ 15,000 68 City of West Covina vs. State of California Litigation 2/1/2011 6/30/2017 Alvarez-Glasman Colvin Enforcement of judgments/obligations Y $ - $ - $ - 69 Caltrans Eminent Domain Litigation 2/1/2014 6/30/2017 Alvarez-Glasman Colvin Enforcement of judgments/obligations Y $ - $ - $ - 70 Hassen Imports Partners Litigation 02/01/2014 06/30/2017 Jones & Mayer Enforcement of judgments/obligations N 5,000 5,000 5,000 71 City of West Covina vs. State of California Litigation 2/1/2014 6/30/2017 Jones & Mayer Enforcement of judgments/obligations Y $ - $ - $ - 72 Caltrans Eminent Domain Litigation 2/1/2014 6/30/2017 Jones & Mayer Enforcement of judgments/obligations N $ 35,000 30,000 $ 30,000 5,000 $ 5,000 73 Loan Agreement Unfunded Liabilities 09/16/2014 06/30/2017 City of West Covina Reimbursement of advanced SA expenses 821,965 N 821,965 821,965 821,965 74 Cooperative Agreement Unfunded Liabilities 09/16/2014 06/30/2017 City of West Covina Reimbursement of advanced SA expenses N 75 Anticipated/Existing Litigation Litigation 07/18/2000 06/30/2017 Alvarez-Glasman Colvin Enforcement of judgments/obligations - January - June 2014 49,000 N 49,000 49,000 49,000 76 Loan Agreement Unfunded Liabilities 09/16/2014 06/30/2017 City of West Covina Reimbursement of advanced SA expenses (legal expenses)48,413 N 48,413 48,413 48,413 77 Housing Successor Admin Housing Entity Admin Cost 07/01/2015 06/30/2017 Housing Successor Agency AB 471 - Housing Admin N 150,000 150,000 150,000 78 Anticipated/Existing Litigation Litigation 08/30/2014 06/30/2017 Jones & Mayer Eastland Land use matters N 1,000 500 500 500 500 79 Anticipated/Existing Litigation Litigation 04/17/2001 06/30/2017 Jones & Mayer BKK Litigation N 1,000 500 500 500 500 80 Anticipated/Existing Litigation Litigation 10/22/2012 06/30/2017 California Eminent Domain Law Group Anticipated/Existing litigation N 50,000 45,000 45,000 5,000 5,000 81 Anticipated/Existing Litigation Litigation 2/1/2011 6/30/2017 Alvarez-Glasman Colvin Matasantos - redevelopment dissolution. Y $ - $ - $ - 82 Property Management Plan (Appraisals)Professional Services 1/1/2016 6/30/2017 Appraisal firm Long-Range Property Management Plan per AB 1484 - Appraisals N $ 10,000 10,000 $ 10,000 $ - 83 Anticipated/Existing Litigation Litigation 01/01/2016 06/30/2017 Jones & Mayer Anticipated litigation for property disposition RE: Plaza N 84 Anticipated/Existing Litigation Litigation 01/01/2016 06/30/2017 Jones & Mayer Anticipated litigation for property disposition RE: Eastland N 85 Anticipated/Existing Litigation Litigation 01/01/2016 06/30/2017 Jones & Mayer Anticipated litigation for property disposition RE: Lakes N 86 Anticipated/Existing Litigation Litigation 01/01/2016 06/30/2017 Jones & Mayer Anticipated litigation for property disposition RE: BKK N 87 Project Administrative Costs Project Management Costs 1/1/2016 6/30/2017 City of West Covina Project management costs related to the dispostion of Plaza Properties N $ 14,900 7,450 $ 7,450 7,450 $ 7,450 88 Project Administrative Costs Project Management Costs 1/1/2016 6/30/2017 City of West Covina Project management costs related to the dispostion of Eastland Properties N $ 6,070 3,035 $ 3,035 3,035 $ 3,035 89 Project Administrative Costs Project Management Costs 1/1/2016 6/30/2017 City of West Covina Project management costs related to the dispostion of BKK Properties N $ 193,830 96,915 $ 96,915 96,915 $ 96,915 90 Project Administrative Costs Project Management Costs 1/1/2016 6/30/2017 City of West Covina Project management costs related to the dispostion of Lakes Properties N $ 28,490 14,245 $ 14,245 14,245 $ 14,245 91 ROPS Preparation Admin Costs 1/1/2016 6/30/2017 Willdan Preparation of ROPS for SA N $ 7,000 7,000 $ 7,000 $ - 92 Contractual Services Property Tax Analysis Professional Services 11/16/1993 6/30/2016 HDL Coren & Cone Property Tax Contract Services: HdL Coren & Cone (Feb-June 2012) Y $ - $ - $ - 93 Contractual Services Property Tax Analysis Professional Services 11/16/1993 6/30/2016 HDL Coren & Cone Property Tax Contract Services: HdL Coren & Cone (July - Dec 2012) Y $ - $ - $ - A B C D E F G H I J K L M N O P Q R S T U V W Bond Proceeds Reserve Balance Other Funds Non-Admin Admin Bond Proceeds Reserve Balance Other Funds Non-Admin Admin RPTTF Non-Redevelopment Property Tax Trust Fund (Non-RPTTF) Contract/Agreement Termination Date ROPS 16-17 Total 16-17B Non-Redevelopment Property Tax Trust Fund (Non-RPTTF) RPTTF 16-17ATotal West Covina Recognized Obligation Payment Schedule (ROPS 16-17) - ROPS Detail July 1, 2016 through June 30, 2017 (Report Amounts in Whole Dollars) Item #Payee Description/Project Scope Project Area Total Outstanding Debt or Obligation Retired 16-17A 16-17BTotal Project Name/Debt Obligation Obligation Type Contract/Agreement Execution Date 94 Contractual Services Property Tax Analysis Professional Services 11/16/1993 6/30/2016 HDL Coren & Cone Property Tax Contract Services: HdL Coren & Cone (Jan - June 2013) Y $ - $ - $ - 95 Contractual Services Property Tax Analysis Professional Services 11/16/1993 6/30/2016 HDL Coren & Cone Property Tax Contract Services: HdL Coren & Cone (July - Dec 2013) Y $ - $ - $ - 96 Contractual Services Property Tax Analysis Professional Services 11/16/1993 6/30/2016 HDL Coren & Cone Property Tax Contract Services: HdL Coren & Cone (Jan - June 2014) Y $ - $ - $ - 97 Contractual Services Property Tax Analysis Professional Services 11/16/1993 6/30/2016 HDL Coren & Cone Property Tax Contract Services: HdL Coren & Cone (July - Dec 2014) Y $ - $ - $ - 98 Contractual Services Property Tax Analysis Professional Services 11/16/1993 6/30/2016 HDL Coren & Cone Property Tax Contract Services: HdL Coren & Cone (Jan - June 2015) Y $ - $ - $ - 99 Contractual Services Property Tax Analysis Professional Services 11/16/1993 6/30/2016 HDL Coren & Cone Property Tax Contract Services: HdL Coren & Cone (July - Dec 2015) Y $ - $ - $ - 100 Contractual Services Property Tax Analysis Professional Services 11/16/1993 6/30/2016 HDL Coren & Cone Property Tax Contract Services: HdL Coren & Cone Y $ - $ - $ - 101 Loan Agreement Unfunded Liabilities 02/01/2012 06/30/2017 City of West Covina Loan Agreement for the repayment of ROPS approved items that exceeded budgeted amounts N 102 CFD Tax Increment Pledge OPA/DDA/Construction 1/1/2014 6/30/2014 Fashion Plaza CFD Tax Increment pledged to CFD - payments for specific period that was unpaid Y $ - $ - $ - 103 CFD Tax Increment Pledge OPA/DDA/Construction 7/1/2014 12/31/2014 Fashion Plaza CFD Tax Increment pledged to CFD - payments for specific period that was unpaid Y $ - $ - $ - 104 CFD Tax Increment Pledge OPA/DDA/Construction 1/1/2015 6/30/2015 Fashion Plaza CFD Tax Increment pledged to CFD - payments for specific period that was unpaid Y $ - $ - $ - 105 Cash Flow Loan City/County Loan (Prior 06/28/11), Other 7/1/2026 City of West Covina cash loan in the amount of $2.5 million made during the 2010-2011 fiscal year. The purpose of the loan was to satisfy the RDA’s short-term cash flow needs 3,458,341 N $ 345,834 172,917 $ 172,917 172,917 $ 172,917 106 Financing Agreement City/County Loan (Prior 06/28/11), Other 12/31/2021 City of West Covina line of credit in the amount of $5.6 million . The purpose was to bridge shortfalls in RDA revenues. 9,703,740 N $ 970,374 485,187 $ 485,187 485,187 $ 485,187 107 SERAF 2010 Housing Loan SERAF/ERAF 7/1/2014 12/31/2014 Housing Authority Repay SERAF to the Housing Fund (Jul-Dec 2014) N $ 233,595 233,595 $ 233,595 $ - 108 SERAF 2011 Housing Loan SERAF/ERAF 7/1/2014 12/31/2014 Housing Authority Repay SERAF to the Housing Fund (Jul-Dec 2014) N $ 54,058 54,058 $ 54,058 $ - 109 SERAF 2010 Housing Loan SERAF/ERAF 1/1/2015 6/30/2015 Housing Authority Repay SERAF to the Housing Fund (Jan-June 2015) N $ 233,595 233,595 $ 233,595 $ - 110 SERAF 2011 Housing Loan SERAF/ERAF 1/1/2015 6/30/2015 Housing Authority Repay SERAF to the Housing Fund (Jan-Jun 2015) N $ 54,058 54,058 $ 54,058 $ - 111 SERAF 2010 Housing Loan SERAF/ERAF 1/1/2015 6/30/2016 Housing Authority Repay SERAF to the Housing Fund (Jan-June 2016) N $ 132,672 132,672 $ 132,672 $ - 112 SERAF 2011 Housing Loan SERAF/ERAF 1/1/2015 6/30/2016 Housing Authority Repay SERAF to the Housing Fund (Jan-June 2016) N $ 38,284 38,284 $ 38,284 $ - 113 Bond Disclosure Fees 7/1/2016 6/30/2017 HDL Coren & Cone Bond Disclosure costs (Jan-June 2015) N $ 5,550 5,550 $ 5,550 $ - 114 Bond Disclosure Fees 7/1/2016 6/30/2017 HDL Coren & Cone Bond Disclosure costs (Jan-June 2016) N $ 6,000 6,000 $ 6,000 $ - 115 1998 - 2006 Bonds Fees 7/1/2016 6/30/2017 Norton, Rose, Fullbright Bond Letter of Credit Fees - Norton, Rose, Fullbright (July-Dec 2015) N $ 1,488 1,488 $ 1,488 $ - 116 1998 - 2006 Bonds Fees 7/1/2016 6/30/2017 Norton, Rose, Fullbright Bond Letter of Credit Fees - Norton, Rose, Fullbright (Jan-June 2016) N $ 5,000 5,000 $ 5,000 $ - 117 Bond Disclosure Fees 7/1/2016 6/30/2017 Various Bond Disclosure costs N $ 6,000 6,000 $ 6,000 $ - 118 1998 - 2006 Bonds Fees 7/1/2016 6/30/2017 Various Bond Letter of Credit Fees N $ 10,000 5,000 $ 5,000 5,000 $ 5,000 119 Interim Arbitrage Report Fees 7/1/2015 6/30/2016 Various Interim Arbitrage Report N $ 2,000 1,000 $ 1,000 1,000 $ 1,000 120 Contractual Services (Gonsalves & Son’s) (Jan-June 2016)Professional Services 1/1/2016 6/30/2016 Gonsalves and Sons Consultant for ROPS and property management plan N $ 15,000 15,000 $ 15,000 $ - 121 Project Administrative Costs (RINCON)Project Management Costs 1/1/2016 6/30/2016 Rincon Environmental LLC Project specific related costs for environmental land use consulting for BKK Landfill N $ 25,600 25,600 $ 25,600 $ - 122 Property Management Plan Property Dispositions 1/1/2016 6/30/2016 plan Long-Range Property Management Plan per AB 1484 N $ 15,645 15,645 $ 15,645 $ - 123 AB 1484 Auditing Fees Dissolution Audits 1/1/2016 6/30/2016 White Nelson Diehl Evans AB 1484 Auditing Fees N $ 5,294 5,294 $ 5,294 $ - 124 Special Assessments on RDA-owned parcels Project Management Costs 1/1/2014 6/30/2017 City of West Covina Citywide Lighting & Landscape Maintenance District #2 (Jan 2014 - June 2014) N $ 5,334 5,334 $ 5,334 $ - 125 2006 Lease Revenues Bonds Bond Reimbursement Agreements 9/19/2006 6/1/2036 City of West Covina Reimburse City for BLD Debt Service (Jan 2016-June 2016) N $ 368,682 368,682 $ 368,682 $ - 126 Anticipated/Existing Litigation Litigation 4/25/2007 6/30/2017 Hunsucker Goldstien RDA property litigation N $ 5,000 5,000 $ 5,000 $ - 127 Hassen Imports Partners Litigation 2/1/2014 6/30/2017 Jones & Mayer Enforcement of judgments/obligations N $ 38,800 38,800 $ 38,800 $ - 128 Anticipated/Existing Litigation Litigation 10/22/2012 6/30/2017 California Eminent Domain Law Group Anticipated/Existing litigation N $ 5,000 5,000 $ 5,000 $ - 129 Project Administrative Costs (HIP Litgiation) Project Management Costs 7/1/2015 12/31/2015 City of West Covina Reimburse City for staff costs associated with litigation (July 2015-Dec2015) N $ 5,760 5,760 $ 5,760 $ - A B C D E F G H I J K L M N O P Q R S T U V W Bond Proceeds Reserve Balance Other Funds Non-Admin Admin Bond Proceeds Reserve Balance Other Funds Non-Admin Admin RPTTF Non-Redevelopment Property Tax Trust Fund (Non-RPTTF) Contract/Agreement Termination Date ROPS 16-17 Total 16-17B Non-Redevelopment Property Tax Trust Fund (Non-RPTTF) RPTTF 16-17ATotal West Covina Recognized Obligation Payment Schedule (ROPS 16-17) - ROPS Detail July 1, 2016 through June 30, 2017 (Report Amounts in Whole Dollars) Item #Payee Description/Project Scope Project Area Total Outstanding Debt or Obligation Retired 16-17A 16-17BTotal Project Name/Debt Obligation Obligation Type Contract/Agreement Execution Date 130 Project Administrative Costs (Caltrans Project Management Costs 7/1/2015 12/31/2015 City of West Covina Reimburse City for staff costs associated with litigation (July 2015-Dec2015) N $ 4,884 4,884 $ 4,884 $ - 131 Project Administrative Costs (Matasa Project Management Costs 7/1/2015 12/31/2015 City of West Covina Reimburse City for staff costs associated with litigation (July 2015-Dec2015) N $ 9,549 9,549 $ 9,549 $ -