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HomeMy WebLinkAboutOversight Board Reso 13-0016 OVERSIGHT BOARD RESOLUTION NO. OB 13-0016 A RESOLUTION OF THE OVERSIGHT BOARD OF THE DOWNEY SUCCESSOR AGENCY APPROVING RESTATED AND AMENDED LOAN AGREEMENTS BETWEEN THE CITY OF DOWNEY AND THE DOWNEY SUCCESSOR AGENCY WHEREAS, the Oversight Board for the Downey Successor Agency (the "Oversight Board") has been appointed pursuant to the provisions of Health and Safety Code Section 34179; and, WHEREAS, the Downey Successor Agency ("Successor Agency") is a public agency pursuant to Health and Safety Code Section 34173; and, WHEREAS, the City of Downey ("City") is a California municipal corporation operating under the laws of the State of California; and, WHEREAS, the Downey Community Development Commission ("CDC") is a public body, corporate and politic, exercising governmental functions and previously exercised powers under the Community Redevelopment Law, Health and Safety Code Section 33000 et seq. ("CRL"); and, WHEREAS, under the CRL, the City had the expressed authority to provide the CDC with financial assistance for purposes of implementing redevelopment activities (see, e.g., Health and Safety Code Sections 33132, 33133, 33220, 33445, 33445.1, 33600, 33601, 33610, 33614; see also Government Code section 53600 et seq.); and, WHEREAS, pursuant to the authority granted under the CRL, the City and CDC entered into certain Operative Agreements, Public Works Master Agreement and City Aid Master Agreement ("Loan Agreements"). A list of the Loan Agreements are attached hereto as Exhibit "A" and incorporated herein by this reference; and, WHEREAS, in January 2011, the Governor of California first proposed as part of the 2011-12 budget the possible dissolution of redevelopment agencies to cover an estimated $25 billion shortfall. In June 2011, Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature ("ABxI 26")was enacted as a bill related to the 2011 Budget Act. In June 2012, Assembly Bill 1484 from the 2011-2012 Regular Session of the California Legislature ("AB 1484")was enacted as a bill related to the 2012 Budget Act. ABx1 26, as modified by the California Supreme Court Decision in California Redevelopment Association v. Matosantos(2011) 53 Cal.4th 231, dissolved all redevelopment agencies and redevelopment functions of community development commissions in California on February 1, 2012; and, WHEREAS, pursuant to Health and Safety Code Section 34173, added by ABx1 26 and amended by AB 1484, the Successor Agency assumed on February 1, 2012, all authority, rights, powers, duties, and obligations previously vested with the CDC, except for those provisions of the CRL that were repealed, restricted, or revised pursuant to Part 1.85 of Division 24 of the Health and Safety Code; and, WHEREAS, pursuant to Health and Safety Code Section 34171(d)(2), added by ABx1 26, commencing on February 1, 2012, loan agreements between the city, county, or city and county that created the redevelopment agency and the redevelopment agency, not entered into within the first two years of the creation of the redevelopment agency, were not "enforceable obligations"; and, OB RESOLUTION NO. 13-0016 PAGE 2 WHEREAS, pursuant to Health and Safety Code section 34191.4(b), added by AB 1484, loan agreements between the city, county or city and county that created the redevelopment agency and the redevelopment agency shall be deemed "enforceable obligations" so long as a successor agency receives a "finding of completion" pursuant to Health and Safety Code Section 34179.7 and the successor agency's oversight board makes a finding that the loans were for legitimate redevelopment purposes; and, WHEREAS, pursuant to Health and Safety Code Section 34180(a), added by ABx1 26 and amended by AB 1484, an oversight board is authorized to approve a request by a successor agency to reestablish loan agreements between the successor agency and the city, county, or city and county that formed the redevelopment agency in accordance with the provisions in Health and Safety Code Section 34191.4; and, WHEREAS, pursuant to Health and Safety Code Section 34191.4(b)(2), if an oversight board finds that the loan is an enforceable obligation, any accumulated interest on the remaining principal amount of the loan shall be recalculated from origination at the interest rate earned by funds deposited into the Local Agency Investment Fund, and the loan must be repaid to the city, county, or city and county in accordance with a defined schedule over a reasonable term of years at an interest rate not to exceed the interest rate earned by funds deposited into the Local Agency Investment Fund. The annual loan repayments provided for in the recognized obligations payment schedules are subject to the additional following provisions: (A) Repayments shall not be made prior to the 2013-14 fiscal year. Beginning in the 2013-14 fiscal year, the maximum repayment amount authorized each fiscal year for repayments made for a reestablished city/redevelopment agency loan and repayments for any amounts owed to the former redevelopment agency's Low and Moderate Income Housing Fund as repayment for the funding of the Supplemental Education Revenue Augmentation Fund (SERAF) shall be equal to one-half of the increase between the amount distributed to the taxing entities pursuant to Health and Safety Code Section 34183(a)(4) in that fiscal year and the amount distributed to taxing entities pursuant to that paragraph in the 2012-13 base year. Loan or deferral repayments made to city/redevelopment agency loans are to be second in priority to amounts to be repaid as part of any SERAF loan. (B) Payments received by a city, county, or city and county that formed the redevelopment agency shall first be used to retire any outstanding amounts borrowed and owed to the Low and Moderate Income Housing Fund of the former redevelopment agency for purposes of the SERAF and shall be distributed to the Low and Moderate Income Housing Asset Fund established pursuant to Health and Safety Code Section 34176(d). (C) Twenty percent of any loan repayment for a city/redevelopment agency loan shall be deducted from the loan repayment amount and shall be transferred to the Low and Moderate Income Housing Asset Fund established pursuant to Health and Safety Code section 34176(d), after all outstanding loans from the Low and Moderate Income Housing Fund for purposes of the SERAF have been repaid; and WHEREAS, the CDC did not pay for the SERAF requirement with any funds from the former Low and Moderate Income Housing Fund; and, WHEREAS, none of the Loan Agreements has accumulated interest, as the CDC paid such accumulated interest; and, OB RESOLUTION NO. 13-0016 PAGE 3 WHEREAS, the Successor Agency received its "Finding of Completion" on or about MAY 15, 2013. WHEREAS, the Loan Agreements were proper and legally-authorized loan agreements under the CRL made by the City to the CDC for legitimate redevelopment purposes, including but not limited to the elimination of blight in the redevelopment project areas, administrative functions, and construction of public infrastructure; and, WHEREAS, if the amounts due under the Loan Agreements were not paid back to the City, then other public services provided by the City, such as public safety, fire protection, wet and dry utilities, and waste and water management, would be impacted, thereby negatively impacting the other taxing entities and their provision of services that use and benefit from these City services; and, WHEREAS, each of the Loan Agreements, upon approval by the Oversight Board, will have an Restated and Amended Agreement (attaching the original Loan Agreement)with the Restated and Amended Agreement restating the terms and conditions of the original Loan Agreement and amending it to conform to the loan repayment terms required by Health and Safety Code Section 34191.4(b), added by AB 1484. The Restated and Amended Agreements for each Loan Agreement are attached hereto as Exhibits "B" through "M" and incorporated herein by this reference (the "Restated Agreements"). NOW, THEREFORE, BE IT RESOLVED by the Oversight Board as follows: SECTION 1. The above recitals are true and correct and incorporated herein. SECTION 2. The Oversight Board hereby finds and declares as follows: A. Each Loan Agreement is a "loan agreement" as described in Health and Safety Code Section 34191.4(b). B. Each Loan Agreement was for legitimate redevelopment purposes, including the following: (i) The CDC was implementing the redevelopment of the project area(s) under the duly adopted redevelopment plan(s) and the CRL as referenced and identified in the specific Loan Agreement; (ii) The redevelopment plan(s) for the project area(s) specifically authorized the City to assist the CDC, and for the CDC to accept funding from any public or private agency, including the City, in furtherance of redevelopment activities authorized under the CRL; (iii) The CRL (Health and Safety Code Sections 33132, 33133, and 33600) specifically authorized the CDC to accept financial assistance from public sources, including the City, and to expend those moneys for any redevelopment project within the CDC's area of operation or for the CDC's activities, powers, and duties; OB RESOLUTION NO. 13-0016 PAGE 4 (iv) The CRL (Health and Safety Code Section 33220) specifically authorized the CDC to enter into agreements with any other public body, including the City, for the purpose of aiding and cooperating in the planning, undertaking, construction, or operation of redevelopment projects upon the terms and with or without consideration as determined necessary by the CDC; (v) The CRL (Health and Safety Code Sections 33445 and 33445.1) specifically authorized the CDC, with the consent of the City, to pay all or a part of the value of the land for and the cost of the installation and construction of any publicly owned building, facility, structure, or other improvement; (vi) The CRL (Health and Safety Code Section 33601) specifically authorized the CDC to borrow money from any public agency, including the City, for any redevelopment project within its area of operation, and comply with any conditions of such loan or grant; (vii) The CRL (Health and Safety Code Section 33610) specifically authorized the City to appropriate to the CDC such amounts as the City deemed necessary for the administrative expenses and overhead of the CDC, with such moneys appropriated by the City to be repaid by the CDC as a loan on such terms and conditions as the City may have provided; (viii) California law (Government Code sections 53600 et seq. and 53601(e) specifically) authorized the City to invest moneys not required for the immediate needs in evidences of indebtedness of any local agency, including the CDC, within the State of California. C. Based on the facts applicable to the Loan Agreements, the amended repayment terms in the Restated Agreements complies with the limitations on the terms of repayment for the Loan Agreements. D. The Loan Agreements, as restated and modified by the Restated Agreements, are "enforceable obligations." SECTION 3. The Oversight Board hereby approves the Restated Agreements and authorizes the City and Successor Agency to enter into and execute the same. SECTION 4. The Secretary shall certify to the adoption of this Resolution. APPROVED AND ADOPTED this 19th day of September 20 3. /Pt BRIAN WI, Chair ATT . arir '177.;IA M. JIMENEZ, C Secretary OB RESOLUTION NO. 13-0016 PAGE 5 State of California ) County of Los Angeles )ss City of Downey ) I, Adria M. Jimenez, Secretary of the Oversight Board of the Successor Agency to the former Redevelopment Agency of the City of Downey, California ("Oversight Board"), do hereby certify the foregoing Resolution was duly adopted by said Oversight Board at an adjourned regular meeting held on the 19th day of September, 2013, by the following vote, to sit: Ayes: Oversight Board Members: Delawalla, Flores, Latham LaPlante, Chair Saeki Noes: Oversight Board Members: None Excused: Oversight Board Members: Brossmer, Helvey Abstained: Oversight Board Members: None b' - ADRIA M. JIMENEZ, MC Secretary /Mo. Staff Report Exhibit Original Remaining LAIF Yield as Agreement Date Balance Purpose Interest of Feb. 2012 Rate 25 2/10/1998 $1,600,000 Admin & Project Costs 12% 0.389% 26 7/13/1999 $2,200,000 Admin &Project Costs 12% 0.389% 27 6/27/2000 $150,000 Admin & Project Costs 12% 0.389% 28 5/10/2001 $200,000 Admin &Project Costs 12% 0.389% 30 3/12/2002 $300,000 Admin & Project Costs 12% 0.389% 31 9/23/2003 $200,000 Admin &Project Costs 12% 0.389% 33 1/25/2005 $200,000 Admin & Project Costs 12% 0.389% 35 1/10/2006 $200,000 Admin &Project Costs 12% 0.389% 37 1/23/2007 $1,000,000 Admin &Project Costs 12% 0.389% 38 1/23/2007 $150,000 Admin & Project Costs 12% 0.389% City Aid Master 4/10/2007 $4,400,000 12% 0.389% Agreement Admin &Project Costs Public Works 4/10/2007 0 0 $646,570 Street Improvement Project 7% 0.389/ Master O..% Agreement TOTAL $11,246,570 Exhibit "A" ••■1•11. RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 25 This RESTATED AND AMENDED OPERATIVE AGREEMENT ("Restated Agreement") is entered into this day of , 2013, by and between the City of Downey ("City"), a California municipal corporation, and the Downey Successor Agency ("Successor Agency"), a public agency pursuant to Health and Safety Code section 34173, and is approved by the Oversight Board of the Successor Agency ("Oversight Board"). A. The City is a California municipal corporation operating under the laws of the State of California. B. The Community Development Commission of the City of Downey ("CDC"), a public body, corporate and politic, exercised governmental functions and powers under the Community Redevelopment Law, Health and Safety Code section 33000 et seq. ("CRL"). C. The CDC had the power to undertake redevelopment activities for purposes of implementing the redevelopment plan(s) for the CDC's redevelopment project area(s). D. Under the CRL, the City had the expressed authority to provide CDC with financial assistance for purposes of implementing redevelopment activities (see, e.g., Health and Safety Code sections 33132, 33133, 33220, 33445, 33445.1, 33600, 33601, 33610, 33614; see also Government Code section 53600 et seq.). E. Pursuant to the authority granted under the CRL, the City and CDC entered into that certain Operative Agreement, dated February 10, 1998, a copy of which is attached to this Restated Agreement as Exhibit "A" and incorporated herein by this reference ("Repayment Agreement"). The balance remaining under the Repayment Agreement is $1,600,000 (the "Loan Balance"). • F. In January 2011, the Governor of California first proposed as part of the 2011-12 budget the possible dissolution of redevelopment agencies to cover an estimated $25 billion shortfall. In June 2011, Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature ("ABxl 26") was enacted as a bill related to the 2011 Budget Act. In June 2012, Assembly Bill 1484 from the 2011-2012 Regular Session of the California Legislature ("AB 1484") was enacted as a bill related to the 2012 Budget Act. ABx1 26, as modified by the California Supreme Court Decision in California Redevelopment Association v. Matosantos (2011) 53 Cal.4th 231, dissolved all redevelopment agencies and redevelopment functions of community development commissions in California on February 1,2012. G. Pursuant to Health and Safety Code section 34173 added by ABx1 26 and amended by AB 1484, the Successor Agency assumed on February 1, 2012, all authority, rights, powers, duties, and obligations previously vested with the CDC, except 698/028110-0006 6117547.3 a09/12/13 Exhibit "B" for those provisions of the CRL that were repealed, restricted, or revised pursuant to Part 1.85 of Division 24 of the Health and Safety Code. H. Pursuant to Health and Safety Code section 34179, added by ABx1 26 and amended by AB 1484, members of the Oversight Board have been duly appointed. I. Pursuant to Health and Safety Code Section 34171(d)(2), added by ABx1 26, commencing on February 1, 2012, loan agreements between the city, county, or city and county that created the redevelopment agency and the redevelopment agency, not entered into within the first two years of the creation of the redevelopment agency, were not "enforceable obligations". J. Pursuant to Health and Safety Code section 34191.4(b), added by AB 1484, loan agreements between the city, county or city and county that created the redevelopment agency and the redevelopment agency shall be deemed "enforceable obligations" so long as an oversight board makes a finding that the loans were for legitimate redevelopment purposes. K. The Oversight Board hereby finds that the Repayment Agreement is a "loan agreement" as described in Health and Safety Code section 34191.4(b), and that the Repayment Agreement was for legitimate redevelopment purposes based upon the following: (i) The CDC was implementing the redevelopment of the project area(s) under the duly adopted redevelopment plan(s) and the CRL as referenced and identified in the Repayment Agreement; (ii) The redevelopment plan(s) for the project area(s) specifically authorized the City to assist the CDC, and for the CDC to accept funding from any public or private agency, including the City, in furtherance of redevelopment activities authorized under the CRL; (iii) The CRL (Health and Safety Code sections 33132, 33133, and 33600) specifically authorized the CDC to accept financial assistance from public sources, including the City, and to expend those moneys for any redevelopment project within the CDC's area of operation or for the CDC's activities, powers, and duties; (iv) The CRL (Health and Safety Code section 33220) specifically authorized the CDC to enter into agreements with any other public body, including the City, for the purpose of aiding and cooperating in the planning, undertaking, construction, or operation of redevelopment projects upon the terms and with or without consideration as determined necessary by the CDC; (v) The CRL (Health and Safety Code sections 33445 and 33445.1) specifically authorized the CDC, with the consent of the City, to pay all or a part of the value of the land for and the cost of the installation and construction of any publicly owned building, facility, structure, or other improvement; 698/028110-0006 6117547.3 a09/12/13 -2- (vi) The CRL (Health and Safety Code section 33601) specifically authorized the CDC to borrow money from any public agency, including the City, for any redevelopment project within its area of operation, and comply with any conditions of such loan or grant; (vii) The CRL (Health and Safety Code section 33610) specifically authorized the City to appropriate to the CDC such amounts as the City deemed necessary for the administrative expenses and overhead of the CDC, with such moneys appropriated by the City to be repaid by the CDC as a loan on such terms and conditions as the City may have provided. (viii) California law (Government Code sections 53600 et seq. and 53601(e) specifically) authorized the City to invest moneys not required for the immediate needs in evidences of indebtedness of any local agency, including the CDC, within the State of California. L. The CDC did not loan any Low and Moderate Income Housing Funds to pay the Supplemental Education Revenue Augmentation Fund (SERAF), so there is no requirement to repay the housing successor entity any amount pursuant to Health and Safety Code sections 34176(e)(6) and 34191.4(b)(2). M. Pursuant to Health and Safety Code section 34191.4(b), the Successor Agency, having received its "Finding of Completion" from the California Department of Finance, seeks Oversight Board approval of this Restated Agreement, as set forth herein. AGREEMENT Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Successor Agency agree as follows: 1. Restatement of Repayment Agreement. Subject to the terms and conditions in this Restated Agreement, the Successor Agency hereby restates the Repayment Agreement is an "enforceable obligation," and, except as modified by this Restated Agreement, the terms and conditions of the Repayment Agreement shall remain in full force and effect. 2. Amended Repayment Terms. Pursuant to Health and Safety Code section 34191.4(b)(2), the Loan Balance shall be repaid to the City in accordance with a defined schedule over a reasonable term of years at an interest rate not to exceed the interest rate earned by funds deposited into the Local Agency Investment Fund. Annual repayments on the Loan Balance shall be subject to the following: (A) Repayments shall not be made prior to the 2013-14 fiscal year. Beginning in the 2013-14 fiscal year, the maximum repayment amount authorized each fiscal year for repayments made shall be equal to one- half of the increase between the amount distributed to the taxing entities 698/028110-0006 6117547.3 a09/12/13 -3- pursuant to Health and Safety Code section 34183(a)(4) in that fiscal year and the amount distributed to taxing entities pursuant to that paragraph in the 2012-13 base year. (B) Twenty percent of any loan repayment shall be deducted from the loan repayment amount and shall be transferred to the Low and Moderate Income Housing Asset Fund established pursuant to Health and Safety Code section 34176(d). 3. Reservation of Rights. Both the City and the Successor Agency hereby reserve any and all rights, and do not waive any rights which they may now or in the future have, for repayment under the Repayment Agreement, including but not limited to the right to receive repayment under the existing Repayment Agreement as may be authorized pursuant to any current or future law, administrative or judicial decision, or otherwise. 4. Effective Date. This Restated Agreement shall be effective only upon the approval of the Oversight Board. If the City and the Successor Agency have not approved this Restated Agreement prior to the approval of the Oversight Board, then the City and Successor Agency may approve this Restated Agreement by ratification thereof at a duly noticed public meeting of the City Council. 5. City Manager/Executive Director Authorization. The City Manager shall have the authority to execute this Restated Agreement on behalf of the City, and the Successor Agency's Executive Director shall have the authority to execute this Restated Agreement on behalf of the Successor Agency. The City Manager or designee shall have the authority to take any and all implementing actions to effectuate the terms and conditions of this Restated Agreement, including but not limited to establishing and modifying a repayment schedule subject to the limitations of the annual repayments on the Loan Balance set forth herein. [signatures on next page] 698/028110-0006 6117547.3 a09/12/13 -4- IN WITNESS WHEREOF, the City and the Successor Agency enter into this Restated Agreement as of the date first set forth above. CITY OF DOWNEY, a California municipal corporation By: Gilbert A. Livas, City Manager ATTEST: Adria M. Jimenez, CMC, City Clerk DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 By: Gilbert A. Livas, Executive Director ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110-0006 6117547.3 a09/12/13 -5- • OPERATIVE AGREEMENT#25 THIS AGREEMENT,entered into this 10th day of February , 1998 by and between the CITY OF DOWNEY(hereinafter referred to as"City"),and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF DOWNEY(hereinafter referred to as"Commission"). WITNESSETH: WHEREAS,the Commission is implementing the Firestone and Woodruff Project Areas pursuant to California Redevelopment Law;and WHEREAS,the Commission has certain operating expenses; WHEREAS, said Commission requests a loan from the City in the sum of$2,650,000 to assist it in defraying expenses heretofore incurred and expenses which will be incurred hereinafter in carrying out the budgeted projects of said Commission. NOW,THEREFORE, in consideration of the foregoing recitals,the parties heretofore do agree as follows: Section 1: Pursuant to the provisions of the Community Redevelopment Law of the State of California, the City of Downey shall lend to the Commission the sum of$2,650,000 for the purpose of defraying project expenses of the Commission. Section 2:The Commission shall accept and administer the funds loaned to it in accordance with the provisions of said Community Redevelopment Law Section 3:The Treasurer of the City is authorized to credit the Commission in the amount of$2,650,000 ($2,300,000 to Fund 91, $100,000 to Fund 89,and$250,000 to Fund 86)from the City's Employee Benefit Fund -- (Fund 61). Section 4: The Commission shall repay the City for said loan and pay interest thereon, at the rate of 12% per annum,to the City from any available funds of the Commission, including the portion of taxes mentioned in Subdivision(b)of Section 33670 of the Health and Safety Code of the State of California,when such funds become available to the Commission and which legally may be utilized for such repayment, if such funds are not reasonably needed for other purposes of the Commission. The Commission shall be entitled to repay this loan from the proceeds of tax allocation bonds that the Commission may issue for such purpose in the future. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed and through their respective offices thereunto duly authorized on the date written below their signature. CITY OF DOWNEY COMMUNITY DEVELOPMENT COMMISSION By: By: � Mayor B. • a J. Ri y C air Barbara Riley Date: lG' �r Date: c00g ATTEST: ATTEST: AIN i r Clerk S cr us k H:\CMANAGER\POWELLWINANCEWEDEVLOP\OPER-AGM.25 Exhibit "A" RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 26 This RESTATED AND AMENDED OPERATIVE AGREEMENT ("Restated Agreement") is entered into this day of , 2013, by and between the City of Downey ("City"), a California municipal corporation, and the Downey Successor Agency ("Successor Agency"), a public agency pursuant to Health and Safety Code section 34173, and is approved by the Oversight Board of the Successor Agency ("Oversight Board"). A. The City is a California municipal corporation operating under the laws of the State of California. B. The Community Development Commission of the City of Downey ("CDC"), a public body, corporate and politic, exercised governmental functions and powers under the Community Redevelopment Law, Health and Safety Code section 33000 et seq. ("CRL"). C. The CDC had the power to undertake redevelopment activities for purposes of implementing the redevelopment plan(s) for the CDC's redevelopment project area(s). D. Under the CRL, the City had the expressed authority to provide CDC with financial assistance for purposes of implementing redevelopment activities (see, e.g., Health and Safety Code sections 33132, 33133, 33220, 33445, 33445.1, 33600, 33601, 33610, 33614; see also Government Code section 53600 et seq.). E. Pursuant to the authority granted under the CRL, the City and CDC entered into that certain Operative Agreement, dated July 13, 1999, a copy of which is attached to this Restated Agreement as Exhibit "A" and incorporated herein by this reference ("Repayment Agreement"). The balance remaining under the Repayment Agreement is $2,200,000 (the "Loan Balance"). F. In January 2011, the Governor of California first proposed as part of the 2011-12 budget the possible dissolution of redevelopment agencies to cover an estimated $25 billion shortfall. In June 2011, Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature ("ABxl 26") was enacted as a bill related to the 2011 Budget Act. In June 2012, Assembly Bill 1484 from the 2011-2012 Regular Session of the California Legislature ("AB 1484") was enacted as a bill related to the 2012 Budget Act. ABx1 26, as modified by the California Supreme Court Decision in California Redevelopment Association v. Matosantos (2011) 53 Cal.4th 231, dissolved all redevelopment agencies and redevelopment functions of community development commissions in California on February 1,2012. G. Pursuant to Health and Safety Code section 34173 added by ABx1 26 and amended by AB 1484, the Successor Agency assumed on February 1, 2012, all authority, rights, powers, duties, and obligations previously vested with the CDC, except 698/028110-0006 6117547.3 a09/12/13 Exhibit "C" for those provisions of the CRL that were repealed, restricted, or revised pursuant to Part 1.85 of Division 24 of the Health and Safety Code. H. Pursuant to Health and Safety Code section 34179, added by ABx1 26 and amended by AB 1484, members of the Oversight Board have been duly appointed. I. Pursuant to Health and Safety Code Section 34171(d)(2), added by ABx1 26, commencing on February 1, 2012, loan agreements between the city, county, or city and county that created the redevelopment agency and the redevelopment agency, not entered into within the first two years of the creation of the redevelopment agency, were not "enforceable obligations". J. Pursuant to Health and Safety Code section 34191.4(b), added by AB 1484, loan agreements between the city, county or city and county that created the redevelopment agency and the redevelopment agency shall be deemed "enforceable obligations" so long as an oversight board makes a finding that the loans were for legitimate redevelopment purposes. K. The Oversight Board hereby finds that the Repayment Agreement is a "loan agreement" as described in Health and Safety Code section 34191.4(b), and that the Repayment Agreement was for legitimate redevelopment purposes based upon the following: (i) The CDC was implementing the redevelopment of the project area(s) under the duly adopted redevelopment plan(s) and the CRL as referenced and identified in the Repayment Agreement; (ii) The redevelopment plan(s) for the project area(s) specifically authorized the City to assist the CDC, and for the CDC to accept funding from any public or private agency, including the City, in furtherance of redevelopment activities authorized under the CRL; (iii) The CRL (Health and Safety Code sections 33132, 33133, and 33600) specifically authorized the CDC to accept financial assistance from public sources, including the City, and to expend those moneys for any redevelopment project within the CDC's area of operation or for the CDC's activities, powers, and duties; (iv) The CRL (Health and Safety Code section 33220) specifically authorized the CDC to enter into agreements with any other public body, including the City, for the purpose of aiding and cooperating in the planning, undertaking, construction, or operation of redevelopment projects upon the terms and with or without consideration as determined necessary by the CDC; (v) The CRL (Health and Safety Code sections 33445 and 33445.1) specifically authorized the CDC, with the consent of the City, to pay all or a part of the value of the land for and the cost of the installation and construction of any publicly -' owned building, facility, structure, or other improvement; 698/028110-0006 6117547.3 a09/12/13 -2- (vi) The CRL (Health and Safety Code section 33601) specifically authorized the CDC to borrow money from any public agency, including the City, for any redevelopment project within its area of operation, and comply with any conditions of such loan or grant; (vii) The CRL (Health and Safety Code section 33610) specifically authorized the City to appropriate to the CDC such amounts as the City deemed necessary for the administrative expenses and overhead of the CDC, with such moneys appropriated by the City to be repaid by the CDC as a loan on such terms and conditions as the City may have provided. (viii) California law (Government Code sections 53600 et seq. and 53601(e) specifically) authorized the City to invest moneys not required for the immediate needs in evidences of indebtedness of any local agency, including the CDC, within the State of California. L. The CDC did not loan any Low and Moderate Income Housing Funds to pay the Supplemental Education Revenue Augmentation Fund (SERAF), so there is no requirement to repay the housing successor entity any amount pursuant to Health and Safety Code sections 34176(e)(6) and 34191.4(b)(2). M. Pursuant to Health and Safety Code section 34191.4(b), the Successor Agency, having received its "Finding of Completion" from the California Department of Finance, seeks Oversight Board approval of this Restated Agreement, as set forth herein. AGREEMENT Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Successor Agency agree as follows: 1. Restatement of Repayment Agreement. Subject to the terms and conditions in this Restated Agreement, the Successor Agency hereby restates the Repayment Agreement is an "enforceable obligation," and, except as modified by this Restated Agreement, the terms and conditions of the Repayment Agreement shall remain in full force and effect. 2. Amended Repayment Terms. Pursuant to Health and Safety Code section 34191.4(b)(2), the Loan Balance shall be repaid to the City in accordance with a defined schedule over a reasonable term of years at an interest rate not to exceed the interest rate earned by funds deposited into the Local Agency Investment Fund. Annual repayments on the Loan Balance shall be subject to the following: (A) Repayments shall not be made prior to the 2013-14 fiscal year. Beginning in the 2013-14 fiscal year, the maximum repayment amount authorized each fiscal year for repayments made shall be equal to one- half of the increase between the amount distributed to the taxing entities 698/028110-0006 6117547.3 a09/12/13 -3- • pursuant to Health and Safety Code section 34183(a)(4) in that fiscal year and the amount distributed to taxing entities pursuant to that paragraph in the 2012-13 base year. (B) Twenty percent of any loan repayment shall be deducted from the loan repayment amount and shall be transferred to the Low and Moderate Income Housing Asset Fund established pursuant to Health and Safety Code section 34176(d). 3. Reservation of Rights. Both the City and the Successor Agency hereby reserve any and all rights, and do not waive any rights which they may now or in the future have, for repayment under the Repayment Agreement, including but not limited to the right to receive repayment under the existing Repayment Agreement as may be authorized pursuant to any current or future law, administrative or judicial decision, or otherwise. 4. Effective Date. This Restated Agreement shall be effective only upon the approval of the Oversight Board. If the City and the Successor Agency have not approved this Restated Agreement prior to the approval of the Oversight Board, then the City and Successor Agency may approve this Restated Agreement by ratification thereof at a duly noticed public meeting of the City Council. 5. City Manager/Executive Director Authorization. The City Manager shall have the authority to execute this Restated Agreement on behalf of the City, and the Successor Agency's Executive Director shall have the authority to execute this Restated Agreement on behalf of the Successor Agency. The City Manager or designee shall have the authority to take any and all implementing actions to effectuate the terms and conditions of this Restated Agreement, including but not limited to establishing and modifying a repayment schedule subject to the limitations of the annual repayments on the Loan Balance set forth herein. [signatures on next page] 698/028110-0006 6117547.3 a09/12/13 -4- IN WITNESS WHEREOF, the City and the Successor Agency enter into this Restated Agreement as of the date first set forth above. CITY OF DOWNEY, a California municipal corporation By: Gilbert A. Livas, City Manager ATTEST: Adria M. Jimenez, CMC, City Clerk DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 By: Gilbert A. Livas, Executive Director ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110-0006 6117547.3 a09/12/13 -5- OPERATIVE AGREEMENT#26 THIS AGREEMENT,entered into this 13th day of July , 1999 by and between the CITY OF DOWNEY(hereinafter referred to as "City"),and the CO1VIMUNITY DEVELOPMENT COMMISSION OF THE CITY OF DOWNEY(hereinafter referred to as"Commission"). WITNESSETH: WHEREAS,the Commission is implementing the Firestone Project Area pursuant to California Redevelopment Law;and WHEREAS,the Commission has certain operating expenses; WHEREAS,said Commission requests a loan from the City in the sum of$2,200,000 to assist it in defraying expenses heretofore incurred and expenses which will be incurred hereinafter in carrying out the budgeted projects of said Commission. NOW,THEREFORE,in consideration of the foregoing recitals,the parties heretofore do agree as follows: Section 1: Pursuant to the provisions of the Community Redevelopment Law of the State of California, the City of Downey shall lend to the Commission the sum of$2,200,000 for the purpose of defraying project expenses of the Commission. Section 2:The Commission shall accept and administer the funds loaned to it in accordance with the provisions of said Community Redevelopment Law Section 3: The Treasurer of the City is authorized to credit the Commission in the amount of $2,200,000 (Fund 91)from the City's General Fund. Section 4:The Commission shall repay the City for said loan and pay interest thereon,at the rate of 12%per annum,to the City from any available funds of the Commission, including the portion of taxes mentioned in Subdivision(b)of Section 33670 of the Health and Safety Code of the State of California,when such funds become available to the Commission and which legally may be utilized for such repayment,if such funds are not reasonably needed for other purposes of the Commission. The Commission shall be entitled to repay this loan from the proceeds of tax allocation bonds that the Commission may issue for such purpose in the future. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed and through their respective offices thereunto duly authorized on the date written below their signature. CITY OF DOWNEY COMMUNITY DEVELOPMENT COMMISSION By: ~�K� B : e !u- y ayor Ch it Date: T. )4 -99 Date: "1 4 99 T: T: A..� a /L // � �11 �� lerk ecre ary S:1 ' I GDA07131AGR-26.doc Exhibit "A" •"� RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 27 This RESTATED AND AMENDED OPERATIVE AGREEMENT ("Restated Agreement") is entered into this day of , 2013, by and between the City of Downey ("City"), a California municipal corporation, and the Downey Successor Agency ("Successor Agency"), a public agency pursuant to Health and Safety Code section 34173, and is approved by the Oversight Board of the Successor Agency ("Oversight Board"). A. The City is a California municipal corporation operating under the laws of the State of California. B. The Community Development Commission of the City of Downey ("CDC"), a public body, corporate and politic, exercised governmental functions and powers under the Community Redevelopment Law, Health and Safety Code section 33000 et seq. ("CRL"). C. The CDC had the power to undertake redevelopment activities for purposes of implementing the redevelopment plan(s) for the CDC's redevelopment project area(s). D. Under the CRL, the City had the expressed authority to provide CDC with financial assistance for purposes of implementing redevelopment activities (see, e.g., Health and Safety Code sections 33132, 33133, 33220, 33445, 33445.1, 33600, 33601, 33610, 33614; see also Government Code section 53600 et seq.). E. Pursuant to the authority granted under the CRL, the City and CDC entered into that certain Operative Agreement, dated June 27, 2000, a copy of which is attached to this Restated Agreement as Exhibit "A" and incorporated herein by this reference ("Repayment Agreement"). The balance remaining under the Repayment Agreement is $150,000 (the "Loan Balance"). F. In January 2011, the Governor of California first proposed as part of the 2011-12 budget the possible dissolution of redevelopment agencies to cover an estimated $25 billion shortfall. In June 2011, Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature ("ABxl 26") was enacted as a bill related to the 2011 Budget Act. In June 2012, Assembly Bill 1484 from the 2011-2012 Regular Session of the California Legislature ("AB 1484") was enacted as a bill related to the 2012 Budget Act. ABx1 26, as modified by the California Supreme Court Decision in California Redevelopment Association v. Matosantos (2011) 53 Cal.4th 231, dissolved all redevelopment agencies and redevelopment functions of community development commissions in California on February 1,2012. G. Pursuant to Health and Safety Code section 34173 added by ABx1 26 and amended by AB 1484, the Successor Agency assumed on February 1, 2012, all authority, rights, powers, duties, and obligations previously vested with the CDC, except 698/028110-0006 6117547.3 a09/13/13 Exhibit "D" for those provisions of the CRL that were repealed, restricted, or revised pursuant to Part 1.85 of Division 24 of the Health and Safety Code. H. Pursuant to Health and Safety Code section 34179, added by ABx1 26 and amended by AB 1484, members of the Oversight Board have been duly appointed. I. Pursuant to Health and Safety Code Section 34171(d)(2), added by ABx1 26, commencing on February 1, 2012, loan agreements between the city, county, or city and county that created the redevelopment agency and the redevelopment agency, not entered into within the first two years of the creation of the redevelopment agency, were not "enforceable obligations". J. Pursuant to Health and Safety Code section 34191.4(b), added by AB 1484, loan agreements between the city, county or city and county that created the redevelopment agency and the redevelopment agency shall be deemed "enforceable obligations" so long as an oversight board makes a finding that the loans were for legitimate redevelopment purposes. K. The Oversight Board hereby finds that the Repayment Agreement is a "loan agreement" as described in Health and Safety Code section 34191.4(b), and that the Repayment Agreement was for legitimate redevelopment purposes based upon the following: (i) The CDC was implementing the redevelopment of the project -- area(s) under the duly adopted redevelopment plan(s) and the CRL as referenced and identified in the Repayment Agreement; (ii) The redevelopment plan(s) for the project area(s) specifically authorized the City to assist the CDC, and for the CDC to accept funding from any public or private agency, including the City, in furtherance of redevelopment activities authorized under the CRL; (iii) The CRL (Health and Safety Code sections 33132, 33133, and 33600) specifically authorized the CDC to accept financial assistance from public sources, including the City, and to expend those moneys for any redevelopment project within the CDC's area of operation or for the CDC's activities, powers, and duties; (iv) The CRL (Health and Safety Code section 33220) specifically authorized the CDC to enter into agreements with any other public body, including the City, for the purpose of aiding and cooperating in the planning, undertaking, construction, or operation of redevelopment projects upon the terms and with or without consideration as determined necessary by the CDC; (v) The CRL (Health and Safety Code sections 33445 and 33445.1) specifically authorized the CDC, with the consent of the City, to pay all or a part of the value of the land for and the cost of the installation and construction of any publicly --- owned building, facility, structure, or other improvement; 698/028110-0006 6117547.3 a09/13/13 -2- (vi) The CRL (Health and Safety Code section 33601) specifically authorized the CDC to borrow money from any public agency, including the City, for any redevelopment project within its area of operation, and comply with any conditions of such loan or grant; (vii) The CRL (Health and Safety Code section 33610) specifically authorized the City to appropriate to the CDC such amounts as the City deemed necessary for the administrative expenses and overhead of the CDC, with such moneys appropriated by the City to be repaid by the CDC as a loan on such terms and conditions as the City may have provided. (viii) California law (Government Code sections 53600 et seq. and 53601(e) specifically) authorized the City to invest moneys not required for the immediate needs in evidences of indebtedness of any local agency, including the CDC, within the State of California. L. The CDC did not loan any Low and Moderate Income Housing Funds to pay the Supplemental Education Revenue Augmentation Fund (SERAF), so there is no requirement to repay the housing successor entity any amount pursuant to Health and Safety Code sections 34176(e)(6) and 34191.4(b)(2). M. Pursuant to Health and Safety Code section 34191.4(b), the Successor Agency, having received its "Finding of Completion" from the California Department of Finance, seeks Oversight Board approval of this Restated Agreement, as set forth herein. AGREEMENT Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Successor Agency agree as follows: 1. Restatement of Repayment Agreement. Subject to the terms and conditions in this Restated Agreement, the Successor Agency hereby restates the Repayment Agreement is an "enforceable obligation," and, except as modified by this Restated Agreement, the terms and conditions of the Repayment Agreement shall remain in full force and effect. 2. Amended Repayment Terms. Pursuant to Health and Safety Code section 34191.4(b)(2), the Loan Balance shall be repaid to the City in accordance with a defined schedule over a reasonable term of years at an interest rate not to exceed the interest rate earned by funds deposited into the Local Agency Investment Fund. Annual repayments on the Loan Balance shall be subject to the following: (A) Repayments shall not be made prior to the 2013-14 fiscal year. Beginning in the 2013-14 fiscal year, the maximum repayment amount authorized each fiscal year for repayments made shall be equal to one- half of the increase between the amount distributed to the taxing entities 698/028110-0006 6117547.3 a09/13/13 -3- • pursuant to Health and Safety Code section 34183(a)(4) in that fiscal year and the amount distributed to taxing entities pursuant to that paragraph in the 2012-13 base year. (B) Twenty percent of any loan repayment shall be deducted from the loan repayment amount and shall be transferred to the Low and Moderate Income Housing Asset Fund established pursuant to Health and Safety Code section 34176(d). 3. Reservation of Rights. Both the City and the Successor Agency hereby reserve any and all rights, and do not waive any rights which they may now or in the future have, for repayment under the Repayment Agreement, including but not limited to the right to receive repayment under the existing Repayment Agreement as may be authorized pursuant to any current or future law, administrative or judicial decision, or otherwise. 4. Effective Date. This Restated Agreement shall be effective only upon the approval of the Oversight Board. If the City and the Successor Agency have not approved this Restated Agreement prior to the approval of the Oversight Board, then the City and Successor Agency may approve this Restated Agreement by ratification thereof at a duly noticed public meeting of the City Council. 5. City Manager/Executive Director Authorization. The City Manager shall have the authority to execute this Restated Agreement on behalf of the City, and the Successor Agency's Executive Director shall have the authority to execute this Restated Agreement on behalf of the Successor Agency. The City Manager or designee shall have the authority to take any and all implementing actions to effectuate the terms and conditions of this Restated Agreement, including but not limited to establishing and modifying a repayment schedule subject to the limitations of the annual repayments on the Loan Balance set forth herein. [signatures on next page] 698/028110-0006 6117547.3 a09/13/13 -4- IN WITNESS WHEREOF, the City and the Successor Agency enter into this Restated Agreement as of the date first set forth above. CITY OF DOWNEY, a California municipal corporation By: Gilbert A. Livas, City Manager ATTEST: Adria M. Jimenez, CMC, City Clerk DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 By: Gilbert A. Livas, Executive Director ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110-0006 6117547.3 a09/13/13 -5- OPERATIVE AGREEMENT#27 THIS AGREEMENT,entered into this 27th day of Jae ,2000 by and between the CITY OF DOWNEY(hereinafter referred to as"City"),and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF DOWNEY(hereinafter referred to as"Commission"). WITNESSETH: WHEREAS,the Commission is implementing the Woodruff Project Area pursuant to California Redevelopment Law;and WHEREAS,the Commission has certain operating expenses; WHEREAS,said Commission requests a loan from the City in the sum of$250,000 to assist it in defraying expenses heretofore incurred and expenses which will be incurred hereinafter in carrying out the budgeted projects of said Commission. NOW,THEREFORE, in consideration of the foregoing recitals,the parties heretofore do agree as follows: Section 1:Pursuant to the provisions of the Community Redevelopment Law of the State of California, the City of Downey shall lend to the Commission the sum of$250,000 for the purpose of defraying project expenses of the Commission. Section 2:The Commission shall accept and administer the funds loaned to it in accordance with the provisions of said Community Redevelopment Law Section 3:The Treasurer of the City is authorized to credit the Commission in the amount of$250,000 (Fund 89)from the City's General Fund. Section 4:The Commission shall repay the City for said loan and pay interest thereon,at the rate of 12%per annum,to the City from any available funds of the Commission, including the portion of taxes mentioned in Subdivision(b)of Section 33670 of the Health and Safety Code of the State of California,when such funds become available to the Commission and which legally may be utilized for such repayment,if such funds are not reasonably needed for other purposes of the Commission. The Commission shall be entitled to repay this loan from the proceeds of tax allocation bonds that the Commission may issue for such purpose in the future. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed and through their respective offices thereunto duly authorized on the date written below their signature. CITY OF DOWNEY COMMUNITY DEVELOPMENT COMMISSION // By: i By: ayor Keith MoCart:h hair Keith McCarthy Date: alAIT 2,01-1t) Date: r ST: 'MST: . tie I/ ry etary i' 'W Clerk IN\agda06271AGR 27.doc Exhibit "A" RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 28 This RESTATED AND AMENDED OPERATIVE AGREEMENT ("Restated Agreement") is entered into this day of , 2013, by and between the City of Downey ("City"), a California municipal corporation, and the Downey Successor Agency ("Successor Agency"), a public agency pursuant to Health and Safety Code section 34173, and is approved by the Oversight Board of the Successor Agency ("Oversight Board"). A. The City is a California municipal corporation operating under the laws of the State of California. B. The Community Development Commission of the City of Downey ("CDC"), a public body, corporate and politic, exercised governmental functions and powers under the Community Redevelopment Law, Health and Safety Code section 33000 et seq. ("CRL"). C. The CDC had the power to undertake redevelopment activities for purposes of implementing the redevelopment plan(s) for the CDC's redevelopment project area(s). -- D. Under the CRL, the City had the expressed authority to provide CDC with financial assistance for purposes of implementing redevelopment activities (see, e.g., Health and Safety Code sections 33132, 33133, 33220, 33445, 33445.1, 33600, 33601, 33610, 33614; see also Government Code section 53600 et seq.). E. Pursuant to the authority granted under the CRL, the City and CDC entered into that certain Operative Agreement, dated May 10, 2001, a copy of which is attached to this Restated Agreement as Exhibit "A" and incorporated herein by this reference ("Repayment Agreement"). The balance remaining under the Repayment Agreement is $200,000 (the "Loan Balance"). F. In January 2011, the Governor of California first proposed as part of the 2011-12 budget the possible dissolution of redevelopment agencies to cover an estimated $25 billion shortfall. In June 2011, Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature ("ABxl 26") was enacted as a bill related to the 2011 Budget Act. In June 2012, Assembly Bill 1484 from the 2011-2012 Regular Session of the California Legislature ("AB 1484") was enacted as a bill related to the 2012 Budget Act. ABx1 26, as modified by the California Supreme Court Decision in California Redevelopment Association v. Matosantos (2011) 53 Cal.4th 231, dissolved all redevelopment agencies and redevelopment functions of community development commissions in California on February 1, 2012. G. Pursuant to Health and Safety Code section 34173 added by ABx1 26 and amended by AB 1484, the Successor Agency assumed on February 1, 2012, all authority, rights, powers, duties, and obligations previously vested with the CDC, except 698/028110-0006 6117547.3 a09/12/13 Exhibit "E" • for those provisions of the CRL that were repealed, restricted, or revised pursuant to Part 1.85 of Division 24 of the Health and Safety Code. H. Pursuant to Health and Safety Code section 34179, added by ABx1 26 and amended by AB 1484, members of the Oversight Board have been duly appointed. I. Pursuant to Health and Safety Code Section 34171(d)(2), added by ABx1 26, commencing on February 1, 2012, loan agreements between the city, county, or city and county that created the redevelopment agency and the redevelopment agency, not entered into within the first two years of the creation of the redevelopment agency, were not "enforceable obligations". J. Pursuant to Health and Safety Code section 34191.4(b), added by AB 1484, loan agreements between the city, county or city and county that created the redevelopment agency and the redevelopment agency shall be deemed "enforceable obligations" so long as an oversight board makes a finding that the loans were for legitimate redevelopment purposes. K. The Oversight Board hereby finds that the Repayment Agreement is a "loan agreement" as described in Health and Safety Code section 34191.4(b), and that the Repayment Agreement was for legitimate redevelopment purposes based upon the following: (i) The CDC was implementing the redevelopment of the project area(s) under the duly adopted redevelopment plan(s) and the CRL as referenced and identified in the Repayment Agreement; (ii) The redevelopment plan(s) for the project area(s) specifically authorized the City to assist the CDC, and for the CDC to accept funding from any public or private agency, including the City, in furtherance of redevelopment activities authorized under the CRL; (iii) The CRL (Health and Safety Code sections 33132, 33133, and 33600) specifically authorized the CDC to accept financial assistance from public sources, including the City, and to expend those moneys for any redevelopment project within the CDC's area of operation or for the CDC's activities, powers, and duties; (iv) The CRL (Health and Safety Code section 33220) specifically authorized the CDC to enter into agreements with any other public body, including the City, for the purpose of aiding and cooperating in the planning, undertaking, construction, or operation of redevelopment projects upon the terms and with or without consideration as determined necessary by the CDC; (v) The CRL (Health and Safety Code sections 33445 and 33445.1) specifically authorized the CDC, with the consent of the City, to pay all or a part of the value of the land for and the cost of the installation and construction of any publicly -- owned building, facility, structure, or other improvement; 698/028110-0006 6117547.3 a09/12/13 -2- (vi) The CRL (Health and Safety Code section 33601) specifically authorized the CDC to borrow money from any public agency, including the City, for any redevelopment project within its area of operation, and comply with any conditions of such loan or grant; (vii) The CRL (Health and Safety Code section 33610) specifically authorized the City to appropriate to the CDC such amounts as the City deemed necessary for the administrative expenses and overhead of the CDC, with such moneys appropriated by the City to be repaid by the CDC as a loan on such terms and conditions as the City may have provided. (viii) California law (Government Code sections 53600 et seq. and 53601(e) specifically) authorized the City to invest moneys not required for the immediate needs in evidences of indebtedness of any local agency, including the CDC, within the State of California. L. The CDC did not loan any Low and Moderate Income Housing Funds to pay the Supplemental Education Revenue Augmentation Fund (SERAF), so there is no requirement to repay the housing successor entity any amount pursuant to Health and Safety Code sections 34176(e)(6) and 34191.4(b)(2). M. Pursuant to Health and Safety Code section 34191.4(b), the Successor Agency, having received its "Finding of Completion" from the California Department of Finance, seeks Oversight Board approval of this Restated Agreement, as set forth herein. AGREEMENT Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Successor Agency agree as follows: 1. Restatement of Repayment Agreement. Subject to the terms and conditions in this Restated Agreement, the Successor Agency hereby restates the Repayment Agreement is an "enforceable obligation," and, except as modified by this Restated Agreement, the terms and conditions of the Repayment Agreement shall remain in full force and effect. 2. Amended Repayment Terms. Pursuant to Health and Safety Code section 34191.4(b)(2), the Loan Balance shall be repaid to the City in accordance with a defined schedule over a reasonable term of years at an interest rate not to exceed the interest rate earned by funds deposited into the Local Agency Investment Fund. Annual repayments on the Loan Balance shall be subject to the following: (A) Repayments shall not be made prior to the 2013-14 fiscal year. Beginning in the 2013-14 fiscal year, the maximum repayment amount authorized each fiscal year for repayments made shall be equal to one- half of the increase between the amount distributed to the taxing entities 698/028110-0006 6117547.3 a09/12/13 -3- pursuant to Health and Safety Code section 34183(a)(4) in that fiscal year and the amount distributed to taxing entities pursuant to that paragraph in the 2012-13 base year. (B) Twenty percent of any loan repayment shall be deducted from the loan repayment amount and shall be transferred to the Low and Moderate Income Housing Asset Fund established pursuant to Health and Safety Code section 34176(d). 3. Reservation of Rights. Both the City and the Successor Agency hereby reserve any and all rights, and do not waive any rights which they may now or in the future have, for repayment under the Repayment Agreement, including but not limited to the right to receive repayment under the existing Repayment Agreement as may be authorized pursuant to any current or future law, administrative or judicial decision, or otherwise. 4. Effective Date. This Restated Agreement shall be effective only upon the approval of the Oversight Board. If the City and the Successor Agency have not approved this Restated Agreement prior to the approval of the Oversight Board, then the City and Successor Agency may approve this Restated Agreement by ratification thereof at a duly noticed public meeting of the City Council. 5. City Manager/Executive Director Authorization. The City Manager shall have the authority to execute this Restated Agreement on behalf of the City, and the Successor Agency's Executive Director shall have the authority to execute this Restated Agreement on behalf of the Successor Agency. The City Manager or designee shall have the authority to take any and all implementing actions to effectuate the terms and conditions of this Restated Agreement, including but not limited to establishing and modifying a repayment schedule subject to the limitations of the annual repayments on the Loan Balance set forth herein. [signatures on next page] 698/028110-0006 6117547.3 a09/12/13 4- IN WITNESS WHEREOF, the City and the Successor Agency enter into this Restated Agreement as of the date first set forth above. CITY OF DOWNEY, a California municipal corporation By: Gilbert A. Livas, City Manager ATTEST: Adria M. Jimenez, CMC, City Clerk DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 By: Gilbert A. Livas, Executive Director ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110-0006 6117547.3 a09/12/13 -5- f OPERATIVE AGREEMENT#28 THIS AGREEMENT,entered into this,igthday of Ma ,2001 by and between the CITY OF DOWNEY(hereinafter referred to as"City"),and the COMMUNITY DEVELOPMENT i COMMISSION OF THE CITY OF DOWNEY(hereinafter referred to as"Commission"). WITNESSETH: WHEREAS,the Commission is implementing the Woodruff Project Area pursuant to California Redevelopment Law;and WHEREAS,the Commission has certain operating expenses; WHEREAS,said Commission requests a loan from the City in the sum of$200,000 to assist it in defraying expenses heretofore incurred and expenses which will be incurred hereinafter in carrying out the budgeted projects of said Commission. NOW,THEREFORE,in consideration of the foregoing recitals,the parties heretofore do agree as follows: Section 1:Pursuant to the provisions of the Community Redevelopment Law of the State of California,the City of Downey shall lend to the Commission the sum of$200,000 for the purpose of defraying project expenses of the Commission. Section 2:The Commission shall accept and administer the funds loaned to it in accordance with the provisions of said Community Redevelopment Law Section 3:The Treasurer of the City is authorized to credit the Commission in the amount of$200,000 (Fund 89)from the City's General Fund. Section 4:The Commission shall repay the City for said loan and pay interest thereon,at the rate of 12% per annum,to the City from any available funds of the Commission,including the portion of taxes mentioned in Subdivision(b)of Section 33670 of the Health and Safety Code of the State of California,when such funds become available to the Commission and which legally may be utilized for such repayment,if such funds are not reasonably needed for other purposes of the Commission. The Commission shall be entitled to repay this loan from the proceeds of tax allocation bonds that the Commission may issue for such purpose in the future. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed and through their respective offices thereunto duly authorized on the date written below their signature. C Y OF D Y COMMUNI DEVELOPMENT CO MISSION By: By: Mayor Robeert C. W ' gham Chair Robert C. W' ' • - Date: May-le, 2001 Date: May 10, 2001 ATTEST: ATTEST: •SM30-title. . (pitY Clerk /retalY tinck H:ICMANAGEMPOWELLIREDE VLOP.MNT\AGR-28.doc Exhibit "A" RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 30 This RESTATED AND AMENDED OPERATIVE AGREEMENT ("Restated Agreement") is entered into this day of , 2013, by and between the City of Downey ("City"), a California municipal corporation, and the Downey Successor Agency ("Successor Agency"), a public agency pursuant to Health and Safety Code section 34173, and is approved by the Oversight Board of the Successor Agency ("Oversight Board"). A. The City is a California municipal corporation operating under the laws of the State of California. B. The Community Development Commission of the City of Downey ("CDC"), a public body, corporate and politic, exercised governmental functions and powers under the Community Redevelopment Law, Health and Safety Code section 33000 et seq. ("CRL"). C. The CDC had the power to undertake redevelopment activities for purposes of implementing the redevelopment plan(s) for the CDC's redevelopment project area(s). ^, D. Under the CRL, the City had the expressed authority to provide CDC with financial assistance for purposes of implementing redevelopment activities (see, e.g., Health and Safety Code sections 33132, 33133, 33220, 33445, 33445.1, 33600, 33601, 33610, 33614; see also Government Code section 53600 et seq.). E. Pursuant to the authority granted under the CRL, the City and CDC entered into that certain Operative Agreement, dated March 12, 2002, a copy of which is attached to this Restated Agreement as Exhibit "A" and incorporated herein by this reference ("Repayment Agreement"). The balance remaining under the Repayment Agreement is $300,000 (the "Loan Balance"). F. In January 2011, the Governor of California first proposed as part of the 2011-12 budget the possible dissolution of redevelopment agencies to cover an estimated $25 billion shortfall. In June 2011, Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature ("ABxl 26") was enacted as a bill related to the 2011 Budget Act. In June 2012, Assembly Bill 1484 from the 2011-2012 Regular Session of the California Legislature ("AB 1484") was enacted as a bill related to the 2012 Budget Act. ABx1 26, as modified by the California Supreme Court Decision in California Redevelopment Association v. Matosantos (2011) 53 Cal.4th 231, dissolved all redevelopment agencies and redevelopment functions of community development commissions in California on February 1, 2012. -- G. Pursuant to Health and Safety Code section 34173 added by ABx1 26 and amended by AB 1484, the Successor Agency assumed on February 1, 2012, all authority, rights, powers, duties, and obligations previously vested with the CDC, except 698/028110-0006 6117547.3 a09/12/13 Exhibit "F" for those provisions of the CRL that were repealed, restricted, or revised pursuant to Part 1.85 of Division 24 of the Health and Safety Code. H. Pursuant to Health and Safety Code section 34179, added by ABx1 26 and amended by AB 1484, members of the Oversight Board have been duly appointed. I. Pursuant to Health and Safety Code Section 34171(d)(2), added by ABx1 26, commencing on February 1, 2012, loan agreements between the city, county, or city and county that created the redevelopment agency and the redevelopment agency, not entered into within the first two years of the creation of the redevelopment agency, were not "enforceable obligations". J. Pursuant to Health and Safety Code section 34191.4(b), added by AB 1484, loan agreements between the city, county or city and county that created the redevelopment agency and the redevelopment agency shall be deemed "enforceable obligations" so long as an oversight board makes a finding that the loans were for legitimate redevelopment purposes. K. The Oversight Board hereby finds that the Repayment Agreement is a "loan agreement" as described in Health and Safety Code section 34191.4(b), and that the Repayment Agreement was for legitimate redevelopment purposes based upon the following: (i) The CDC was implementing the redevelopment of the project ^' area(s) under the duly adopted redevelopment plan(s) and the CRL as referenced and identified in the Repayment Agreement; (ii) The redevelopment plan(s) for the project area(s) specifically authorized the City to assist the CDC, and for the CDC to accept funding from any public or private agency, including the City, in furtherance of redevelopment activities authorized under the CRL; (iii) The CRL (Health and Safety Code sections 33132, 33133, and 33600) specifically authorized the CDC to accept financial assistance from public sources, including the City, and to expend those moneys for any redevelopment project within the CDC's area of operation or for the CDC's activities, powers, and duties; (iv) The CRL (Health and Safety Code section 33220) specifically authorized the CDC to enter into agreements with any other public body, including the City, for the purpose of aiding and cooperating in the planning, undertaking, construction, or operation of redevelopment projects upon the terms and with or without consideration as determined necessary by the CDC; (v) The CRL (Health and Safety Code sections 33445 and 33445.1) specifically authorized the CDC, with the consent of the City, to pay all or a part of the value of the land for and the cost of the installation and construction of any publicly owned building, facility, structure, or other improvement; 698/028110-0006 6117547.3 a09/12/13 -2- • (vi) The CRL (Health and Safety Code section 33601) specifically authorized the CDC to borrow money from any public agency, including the City, for any redevelopment project within its area of operation, and comply with any conditions of such loan or grant; (vii) The CRL (Health and Safety Code section 33610) specifically authorized the City to appropriate to the CDC such amounts as the City deemed necessary for the administrative expenses and overhead of the CDC, with such moneys appropriated by the City to be repaid by the CDC as a loan on such terms and conditions as the City may have provided. (viii) California law (Government Code sections 53600 et seq. and 53601(e) specifically) authorized the City to invest moneys not required for the immediate needs in evidences of indebtedness of any local agency, including the CDC, within the State of California. L. The CDC did not loan any Low and Moderate Income Housing Funds to pay the Supplemental Education Revenue Augmentation Fund (SERAF), so there is no requirement to repay the housing successor entity any amount pursuant to Health and Safety Code sections 34176(e)(6) and 34191.4(b)(2). M. Pursuant to Health and Safety Code section 34191.4(b), the Successor Agency, having received its "Finding of Completion" from the California Department of Finance, seeks Oversight Board approval of this Restated Agreement, as set forth herein. AGREEMENT Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Successor Agency agree as follows: 1. Restatement of Repayment Agreement. Subject to the terms and conditions in this Restated Agreement, the Successor Agency hereby restates the Repayment Agreement is an "enforceable obligation," and, except as modified by this Restated Agreement, the terms and conditions of the Repayment Agreement shall remain in full force and effect. 2. Amended Repayment Terms. Pursuant to Health and Safety Code section 34191.4(b)(2), the Loan Balance shall be repaid to the City in accordance with a defined schedule over a reasonable term of years at an interest rate not to exceed the interest rate earned by funds deposited into the Local Agency Investment Fund. Annual repayments on the Loan Balance shall be subject to the following: (A) Repayments shall not be made prior to the 2013-14 fiscal year. Beginning in the 2013-14 fiscal year, the maximum repayment amount authorized each fiscal year for repayments made shall be equal to one- half of the increase between the amount distributed to the taxing entities 698/028110-0006 6117547.3 a09/12/13 -3- pursuant to Health and Safety Code section 34183(a)(4) in that fiscal year and the amount distributed to taxing entities pursuant to that paragraph in the 2012-13 base year. (B) Twenty percent of any loan repayment shall be deducted from the loan repayment amount and shall be transferred to the Low and Moderate Income Housing Asset Fund established pursuant to Health and Safety Code section 34176(d). 3. Reservation of Rights. Both the City and the Successor Agency hereby reserve any and all rights, and do not waive any rights which they may now or in the future have, for repayment under the Repayment Agreement, including but not limited to the right to receive repayment under the existing Repayment Agreement as may be authorized pursuant to any current or future law, administrative or judicial decision, or otherwise. 4. Effective Date. This Restated Agreement shall be effective only upon the approval of the Oversight Board. If the City and the Successor Agency have not approved this Restated Agreement prior to the approval of the Oversight Board, then the City and Successor Agency may approve this Restated Agreement by ratification thereof at a duly noticed public meeting of the City Council. 5. City Manager/Executive Director Authorization. The City Manager shall have the authority to execute this Restated Agreement on behalf of the City, and the Successor Agency's Executive Director shall have the authority to execute this Restated Agreement on behalf of the Successor Agency. The City Manager or designee shall have the authority to take any and all implementing actions to effectuate the terms and conditions of this Restated Agreement, including but not limited to establishing and modifying a repayment schedule subject to the limitations of the annual repayments on the Loan Balance set forth herein. [signatures on next page] 698/028110-0006 6117547.3 a09/12/13 -4- IN WITNESS WHEREOF, the City and the Successor Agency enter into this Restated Agreement as of the date first set forth above. CITY OF DOWNEY, a California municipal corporation By: Gilbert A. Livas, City Manager ATTEST: • Adria M. Jimenez, CMC, City Clerk DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 By: Gilbert A. Livas, Executive Director ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110-0006 6117547.3 a09/12/13 -5- OPERATIVE AGREEMENT#30 THIS AGREEMENT,entered into this j2t11 day of March ,2002 by and between the CITY OF DOWNEY(hereinafter referred to as"City"),and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF DOWNEY(hereinafter referred to as"Commission"). WITNES SETH: WHEREAS,the Commission is implementing the Woodruff Project Area pursuant to California Redevelopment Law;and WHEREAS,the Commission has certain operating expenses; WHEREAS,said Commission requests a loan from the City in the sum of$300,000 to assist it in defraying expenses heretofore incurred and expenses which will be incurred hereinafter in carrying out the budgeted projects of said Commission. NOW,THEREFORE,in consideration of the foregoing recitals,the parties heretofore do agree as follows: Section 1: Pursuant to the provisions of the Community Redevelopment Law of the State of California, the City of Downey shall lend to the Commission the sum of$300,000 for the purpose of defraying project expenses of the Commission. Section 2: The Commission shall accept and administer the funds loaned to it in accordance with the provisions of said Community Redevelopment Law Section 3: The Treasurer of the City is authorized to credit the Commission in the amount of$300,000 (Fund 89)from the City's General Fund. Section 4: The Commission shall repay the City for said loan and pay interest thereon, at the rate of 12%per annum,to the City from any available funds of the Commission, including the portion of taxes mentioned in Subdivision(b)of Section 33670 of the Health and Safety Code of the State of California,when such funds become available to the Commission and which legally may be utilized for such repayment, if such funds are not reasonably needed for other purposes of the Commission. The Commission shall be entitled to repay this loan from the proceeds of tax allocation bonds that the Commission may issue for such purpose in the future. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed and through their respective offices thereunto duly authorized on the date written below their signature. CITY OF DO EY , COMMUNITY DEV O' I Ail COMMISSION /996ra4S 1"1 a,or I - • 'th Perkins Chair Meredith Perkins Date: MZtC4. 1.3f o2d13 - Date: A2 z �.3 .2' ATTEST: ATTEST: "Oraill41),4 1114aatlee) Ad/ta ■ A41 City Clerk Secretary tmck H:ICMANAGERIPOWEI L\RedevlopmentAAGR-30.doc Exhibit "A" RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 31 This RESTATED AND AMENDED OPERATIVE AGREEMENT ("Restated Agreement") is entered into this day of , 2013, by and between the City of Downey ("City"), a California municipal corporation, and the Downey Successor Agency ("Successor Agency"), a public agency pursuant to Health and Safety Code section 34173, and is approved by the Oversight Board of the Successor Agency ("Oversight Board"). A. The City is a California municipal corporation operating under the laws of the State of California. B. The Community Development Commission of the City of Downey ("CDC"), a public body, corporate and politic, exercised governmental functions and powers under the Community Redevelopment Law, Health and Safety Code section 33000 et seq. ("CRL"). C. The CDC had the power to undertake redevelopment activities for purposes of implementing the redevelopment plan(s) for the CDC's redevelopment project area(s). •m% D. Under the CRL, the City had the expressed authority to provide CDC with financial assistance for purposes of implementing redevelopment activities (see, e.g., Health and Safety Code sections 33132, 33133, 33220, 33445, 33445.1, 33600,33601, 33610, 33614; see also Government Code section 53600 et seq.). E. Pursuant to the authority granted under the CRL, the City and CDC entered into that certain Operative Agreement, dated September 23, 2003, a copy of which is attached to this Restated Agreement as Exhibit "A" and incorporated herein by this reference ("Repayment Agreement"). The balance remaining under the Repayment Agreement is $200,000 (the "Loan Balance"). F. In January 2011, the Governor of California first proposed as part of the 2011-12 budget the possible dissolution of redevelopment agencies to cover an estimated $25 billion shortfall. In June 2011, Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature ("ABxI 26") was enacted as a bill related to the 2011 Budget Act. In June 2012, Assembly Bill 1484 from the 2011-2012 Regular Session of the California Legislature ("AB 1484") was enacted as a bill related to the 2012 Budget Act. ABx1 26, as modified by the California Supreme Court Decision in California Redevelopment Association v. Matosantos (2011) 53 Cal.4th 231, dissolved all redevelopment agencies and redevelopment functions of community development commissions in California on February 1, 2012. G. Pursuant to Health and Safety Code section 34173 added by ABx1 26 and amended by AB 1484, the Successor Agency assumed on February 1, 2012, all authority, rights, powers, duties, and obligations previously vested with the CDC, except 698/028110-0006 6117547.3 a09/12/13 Exhibit "G" • for those provisions of the CRL that were repealed, restricted, or revised pursuant to • Part 1.85 of Division 24 of the Health and Safety Code. H. Pursuant to Health and Safety Code section 34179, added by ABx1 26 and amended by AB 1484, members of the Oversight Board have been duly appointed. I. Pursuant to Health and Safety Code Section 34171(d)(2), added by ABx1 26, commencing on February 1, 2012, loan agreements between the city, county, or city and county that created the redevelopment agency and the redevelopment agency, not entered into within the first two years of the creation of the redevelopment agency, were not "enforceable obligations". J. Pursuant to Health and Safety Code section 34191.4(b), added by AB 1484, loan agreements between the city, county or city and county that created the redevelopment agency and the redevelopment agency shall be deemed "enforceable obligations" so long as an oversight board makes a finding that the loans were for legitimate redevelopment purposes. K. The Oversight Board hereby finds that the Repayment Agreement is a "loan agreement" as described in Health and Safety Code section 34191.4(b), and that the Repayment Agreement was for legitimate redevelopment purposes based upon the following: (i) The CDC was implementing the redevelopment of the project area(s) under the duly adopted redevelopment plan(s) and the CRL as referenced and identified in the Repayment Agreement; (ii) The redevelopment plan(s) for the project area(s) specifically authorized the City to assist the CDC, and for the CDC to accept funding from any public or private agency, including the City, in furtherance of redevelopment activities authorized under the CRL; (iii) The CRL (Health and Safety Code sections 33132, 33133, and 33600) specifically authorized the CDC to accept financial assistance from public sources, including the City, and to expend those moneys for any redevelopment project within the CDC's area of operation or for the CDC's activities, powers, and duties; (iv) The CRL (Health and Safety Code section 33220) specifically authorized the CDC to enter into agreements with any other public body, including the City, for the purpose of aiding and cooperating in the planning, undertaking, construction, or operation of redevelopment projects upon the terms and with or without consideration as determined necessary by the CDC; (v) The CRL (Health and Safety Code sections 33445 and 33445.1) specifically authorized the CDC, with the consent of the City, to pay all or a part of the value of the land for and the cost of the installation and construction of any publicly --- owned building, facility, structure, or other improvement; 698/028110-0006 6117547.3 a09/12113 -2- (vi) The CRL (Health and Safety Code section 33601) specifically authorized the CDC to borrow money from any public agency, including the City, for any redevelopment project within its area of operation, and comply with any conditions of such loan or grant; (vii) The CRL (Health and Safety Code section 33610) specifically authorized the City to appropriate to the CDC such amounts as the City deemed necessary for the administrative expenses and overhead of the CDC, with such moneys appropriated by the City to be repaid by the CDC as a loan on such terms and conditions as the City may have provided. (viii) California law (Government Code sections 53600 et seq. and 53601(e) specifically) authorized the City to invest moneys not required for the immediate needs in evidences of indebtedness of any local agency, including the CDC, within the State of California. L. The CDC did not loan any Low and Moderate Income Housing Funds to pay the Supplemental Education Revenue Augmentation Fund (SERAF), so there is no requirement to repay the housing successor entity any amount pursuant to Health and Safety Code sections 34176(e)(6) and 34191.4(b)(2). M. Pursuant to Health and Safety Code section 34191.4(b), the Successor Agency, having received its "Finding of Completion" from the California Department of Finance, seeks Oversight Board approval of this Restated Agreement, as set forth herein. AGREEMENT Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Successor Agency agree as follows: 1. Restatement of Repayment Agreement. Subject to the terms and conditions in this Restated Agreement, the Successor Agency hereby restates the Repayment Agreement is an "enforceable obligation," and, except as modified by this Restated Agreement, the terms and conditions of the Repayment Agreement shall remain in full force and effect. 2. Amended Repayment Terms,. Pursuant to Health and Safety Code section 34191.4(b)(2), the Loan Balance shall be repaid to the City in accordance with a defined schedule over a reasonable term of years at an interest rate not to exceed the interest rate earned by funds deposited into the Local Agency Investment Fund. Annual repayments on the Loan Balance shall be subject to the following: (A) Repayments shall not be made prior to the 2013-14 fiscal year. Beginning in the 2013-14 fiscal year, the maximum repayment amount authorized each fiscal year for repayments made shall be equal to one- half of the increase between the amount distributed to the taxing entities 698/028110-0006 6117547.3 a09/12/13 -3- pursuant to Health and Safety Code section 34183(a)(4) in that fiscal year and the amount distributed to taxing entities pursuant to that paragraph in the 2012-13 base year. (B) Twenty percent of any loan repayment shall be deducted from the loan repayment amount and shall be transferred to the Low and Moderate Income Housing Asset Fund established pursuant to Health and Safety Code section 34176(d). 3. Reservation of Rights,. Both the City and the Successor Agency hereby reserve any and all rights, and do not waive any rights which they may now or in the future have, for repayment under the Repayment Agreement, including but not limited to the right to receive repayment under the existing Repayment Agreement as may be authorized pursuant to any current or future law, administrative or judicial decision, or otherwise. 4. Effective Date,. This Restated Agreement shall be effective only upon the approval of the Oversight Board. If the City and the Successor Agency have not approved this Restated Agreement prior to the approval of the Oversight Board, then the City and Successor Agency may approve this Restated Agreement by ratification thereof at a duly noticed public meeting of the City Council. 5. City Manager/Executive Director Authorization. The City Manager shall have the authority to execute this Restated Agreement on behalf of the City, and the ^' Successor Agency's Executive Director shall have the authority to execute this Restated Agreement on behalf of the Successor Agency. The City Manager or designee shall have the authority to take any and all implementing actions to effectuate the terms and conditions of this Restated Agreement, including but not limited to establishing and modifying a repayment schedule subject to the limitations of the annual repayments on the Loan Balance set forth herein. [signatures on next page] 698/028110-0006 6117547.3 a09/12/13 -4- IN WITNESS WHEREOF, the City and the Successor Agency enter into this Restated Agreement as of the date first set forth above. CITY OF DOWNEY, a California municipal corporation By: Gilbert A. Livas, City Manager ATTEST: Adria M. Jimenez, CMC, City Clerk DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 By: Gilbert A. Livas, Executive Director ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110-0006 6117547.3 a09/12/13 -5- OPERATIVE AGREEMENT#3 1 THIS AGREEMENT,entered into this 3r1 day of September ,2003 by and between the CITY OF DOWNEY(hereinafter referred to as"City"),and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF DOWNEY(hereinafter referred to as"Commission"). WITNESSETH: WHEREAS,the Commission is implementing the Woodruff Project Area pursuant to California Redevelopment Law;and WHEREAS,the Commission has certain operating expenses; WHEREAS,said Commission requests a loan from the City in the sum of$200,000 to assist it in defraying expenses heretofore incurred and expenses which will be incurred hereinafter in carrying out the budgeted projects of said Commission. NOW,THEREFORE, in consideration of the foregoing recitals,the parties heretofore do agree as follows: Section 1:Pursuant to the provisions of the Community Redevelopment Law of the State of California, the City of Downey shall lend to the Commission the sum of$200,000 for the purpose of defraying project expenses of the Commission. Section 2: The Commission shall accept and administer the funds loaned to it in accordance with the provisions of said Community Redevelopment Law Section 3: The Treasurer of the City is authorized to credit the Commission in the amount of$200,000 (Fund 89)from the City's General Fund. Section 4:The Commission shall repay the City for said loan and pay interest thereon,at the rate of 12%per annum,to the City from any available funds of the Commission, including the portion of taxes mentioned in Subdivision(b)of Section 33670 of the Health and Safety Code of the State of California,when such funds become available to the Commission and which legally may be utilized for such repayment, if such funds are not reasonably needed for other purposes of the Commission. The Commission shall be entitled to repay this loan from the proceeds of tax allocation bonds that the Commission may issue for such purpose in the future. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed and through their respective offices thereunto duly authorized on the date written below their signature. CITY • DOWNEY COMMUNITY DEVELOPMENT COMMISSION By: •f& f By: .� _ ayor Rick Trejo 9 air Rick Tie ----- Date: September 25, 2003 Date: September 25, 2003 ATTEST: ATTEST: VAVI&IdW: Va14941/ ttrvitai,x)re maltiveite City Clerk Secretary Exhibit "A" RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 33 This RESTATED AND AMENDED OPERATIVE AGREEMENT ("Restated Agreement") is entered into this day of , 2013, by and between the City of Downey ("City"), a California municipal corporation, and the Downey Successor Agency ("Successor Agency"), a public agency pursuant to Health and Safety Code section 34173, and is approved by the Oversight Board of the Successor Agency ("Oversight Board"). A. The City is a California municipal corporation operating under the laws of the State of California. B. The Community Development Commission of the City of Downey ("CDC"), a public body, corporate and politic, exercised governmental functions and powers under the Community Redevelopment Law, Health and Safety Code section 33000 et seq. ("CRL"). C. The CDC had the power to undertake redevelopment activities for purposes of implementing the redevelopment plan(s) for the CDC's redevelopment project area(s). D. Under the CRL, the City had the expressed authority to provide CDC with financial assistance for purposes of implementing redevelopment activities (see, e.g., Health and Safety Code sections 33132, 33133, 33220, 33445, 33445.1, 33600, 33601, 33610, 33614; see also Government Code section 53600 et seq.). E. Pursuant to the authority granted under the CRL, the City and CDC entered into that certain Operative Agreement, dated January 25, 2005, a copy of which is attached to this Restated Agreement as Exhibit "A" and incorporated herein by this reference ("Repayment Agreement"). The balance remaining under the Repayment Agreement is $200,000 (the "Loan Balance"). F. In January 2011, the Governor of California first proposed as part of the 2011-12 budget the possible dissolution of redevelopment agencies to cover an estimated $25 billion shortfall. In June 2011, Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature ("ABxl 26") was enacted as a bill related to the 2011 Budget Act. In June 2012, Assembly Bill 1484 from the 2011-2012 Regular Session of the California Legislature ("AB 1484") was enacted as a bill related to the 2012 Budget Act. ABx1 26, as modified by the California Supreme Court Decision in California Redevelopment Association v. Matosantos (2011) 53 Cal.4th 231, dissolved all redevelopment agencies and redevelopment functions of community development commissions in California on February 1, 2012. G. Pursuant to Health and Safety Code section 34173 added by ABx1 26 and amended by AB 1484, the Successor Agency assumed on February 1, 2012, all authority, rights, powers, duties, and obligations previously vested with the CDC, except 698/028110-0006 6117547.3 a09/12/13 Exhibit "H" for those provisions of the CRL that were repealed, restricted, or revised pursuant to Part 1.85 of Division 24 of the Health and Safety Code. H. Pursuant to Health and Safety Code section 34179, added by ABx1 26 and amended by AB 1484, members of the Oversight Board have been duly appointed. I. Pursuant to Health and Safety Code Section 34171(d)(2), added by ABx1 26, commencing on February 1, 2012, loan agreements between the city, county, or city and county that created the redevelopment agency and the redevelopment agency, not entered into within the first two years of the creation of the redevelopment agency, were not "enforceable obligations". J. Pursuant to Health and Safety Code section 34191.4(b), added by AB 1484, loan agreements between the city, county or city and county that created the redevelopment agency and the redevelopment agency shall be deemed "enforceable obligations" so long as an oversight board makes a finding that the loans were for legitimate redevelopment purposes. K. The Oversight Board hereby finds that the Repayment Agreement is a "loan agreement" as described in Health and Safety Code section 34191.4(b), and that the Repayment Agreement was for legitimate redevelopment purposes based upon the following: (i) The CDC was implementing the redevelopment of the project area(s) under the duly adopted redevelopment plan(s) and the CRL as referenced and identified in the Repayment Agreement; (ii) The redevelopment plan(s) for the project area(s) specifically authorized the City to assist the CDC, and for the CDC to accept funding from any public or private agency, including the City, in furtherance of redevelopment activities authorized under the CRL; (iii) The CRL (Health and Safety Code sections 33132, 33133, and 33600) specifically authorized the CDC to accept financial assistance from public sources, including the City, and to expend those moneys for any redevelopment project within the CDC's area of operation or for the CDC's activities, powers, and duties; (iv) The CRL (Health and Safety Code section 33220) specifically authorized the CDC to enter into agreements with any other public body, including the City, for the purpose of aiding and cooperating in the planning, undertaking, construction, or operation of redevelopment projects upon the terms and with or without consideration as determined necessary by the CDC; (v) The CRL (Health and Safety Code sections 33445 and 33445.1) specifically authorized the CDC, with the consent of the City, to pay all or a part of the value of the land for and the cost of the installation and construction of any publicly owned building, facility, structure, or other improvement; 698/028110-0006 6117547.3 a09/12/13 -2- • (vi) The CRL (Health and Safety Code section 33601) specifically authorized the CDC to borrow money from any public agency, including the City, for any redevelopment project within its area of operation, and comply with any conditions of such loan or grant; (vii) The CRL (Health and Safety Code section 33610) specifically authorized the City to appropriate to the CDC such amounts as the City deemed necessary for the administrative expenses and overhead of the CDC, with such moneys appropriated by the City to be repaid by the CDC as a loan on such terms and conditions as the City may have provided. (viii) California law (Government Code sections 53600 et seq. and 53601(e) specifically) authorized the City to invest moneys not required for the immediate needs in evidences of indebtedness of any local agency, including the CDC, within the State of California. L. The CDC did not loan any Low and Moderate Income Housing Funds to pay the Supplemental Education Revenue Augmentation Fund (SERAF), so there is no requirement to repay the housing successor entity any amount pursuant to Health and Safety Code sections 34176(e)(6) and 34191.4(b)(2). M. Pursuant to Health and Safety Code section 34191.4(b), the Successor Agency, having received its "Finding of Completion"from the California Department of "' Finance, seeks Oversight Board approval of this Restated Agreement, as set forth herein. AGREEMENT Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Successor Agency agree as follows: 1. Restatement of Repayment Agreement. Subject to the terms and conditions in this Restated Agreement, the Successor Agency hereby restates the Repayment Agreement is an "enforceable obligation," and, except as modified by this Restated Agreement, the terms and conditions of the Repayment Agreement shall remain in full force and effect. 2. Amended Repayment Terms. Pursuant to Health and Safety Code section 34191.4(b)(2), the Loan Balance shall be repaid to the City in accordance with a defined schedule over a reasonable term of years at an interest rate not to exceed the interest rate earned by funds deposited into the Local Agency Investment Fund. Annual repayments on the Loan Balance shall be subject to the following: (A) Repayments shall not be made prior to the 2013-14 fiscal year. Beginning in the 2013-14 fiscal year, the maximum repayment amount authorized each fiscal year for repayments made shall be equal to one- half of the increase between the amount distributed to the taxing entities 698/028110-0006 6117547.3 a09/12/13 -3- pursuant to Health and Safety Code section 34183(a)(4) in that fiscal year and the amount distributed to taxing entities pursuant to that paragraph in the 2012-13 base year. (B) Twenty percent of any loan repayment shall be deducted from the loan repayment amount and shall be transferred to the Low and Moderate Income Housing Asset Fund established pursuant to Health and Safety Code section 34176(d). 3. Reservation of Rights. Both the City and the Successor Agency hereby reserve any and all rights, and do not waive any rights which they may now or in the future have, for repayment under the Repayment Agreement, including but not limited to the right to receive repayment under the existing Repayment Agreement as may be authorized pursuant to any current or future law, administrative or judicial decision, or otherwise. 4. Effective Date. This Restated Agreement shall be effective only upon the approval of the Oversight Board. If the City and the Successor Agency have not approved this Restated Agreement prior to the approval of the Oversight Board, then the City and Successor Agency may approve this Restated Agreement by ratification thereof at a duly noticed public meeting of the City Council. 5. City Manager/Executive Director Authorization. The City Manager shall have the authority to execute this Restated Agreement on behalf of the City, and the Successor Agency's Executive Director shall have the authority to execute this Restated Agreement on behalf of the Successor Agency. The City Manager or designee shall have the authority to take any and all implementing actions to effectuate the terms and conditions of this Restated Agreement, including but not limited to establishing and modifying a repayment schedule subject to the limitations of the annual repayments on the Loan Balance set forth herein. [signatures on next page] 698/028110-0006 6117547.3 a09/12/13 -4- IN WITNESS WHEREOF, the City and the Successor Agency enter into this Restated Agreement as of the date first set forth above. CITY OF DOWNEY, a California municipal corporation By: Gilbert A. Livas, City Manager ATTEST: Adria M. Jimenez, CMC, City Clerk DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 By: Gilbert A. Livas, Executive Director ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110-0006 6117547.3 a09/12/13 -5- OPERATIVE AGREEMENT#33 THIS AGREEMENT,entered into this 25th day of January , 2005 by and between the CITY OF DOWNEY(hereinafter referred to as"City"), and the COMMUNITY DEVELOPMENT -- COMMISSION OF THE CITY OF DOWNEY(hereinafter referred to as"Commission"). WITNESSETH: WHEREAS, the Commission is implementing the Woodruff Project Area pursuant to California Redevelopment Law, and WHEREAS, the Commission has certain operating expenses; WHEREAS, said Commission requests a loan from the City in the sum of$200,000 to assist it in defraying expenses heretofore incurred and expenses which will be incurred hereinafter in carrying out the budgeted projects of said Commission. NOW,THEREFORE, in consideration of the foregoing recitals, the parties heretofore do agree as follows: Section 1: Pursuant to the provisions of the Community Redevelopment Law of the State of California, the City of Downey shall lend to the Commission the sum of$200,000 for the purpose of defraying project expenses of the Commission. Section 2: The Commission shall accept and administer the funds loaned to it in accordance with the provisions of said Community Redevelopment Law Section 3: The Treasurer of the City is authorized to credit the Commission in the amount of $200,000 (Fund 89)from the City's General Fund. Section 4: The Commission shall repay the City for said loan and pay interest thereon, at the rate of 12% per annum, to the City from any available funds of the Commission, including the portion of taxes mentioned in Subdivision (b)of Section 33670 of the Health and Safety Code of the State of California, when such funds become available to the Commission and which legally may be utilized for such repayment, if such funds are not reasonably needed for other purposes of the Commission. The Commission shall be entitled to repay this loan from the proceeds of tax allocation bonds that the Commission may issue for such purpose in the future. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and through their respective offices thereunto duly authorized on the date written below their signature. CITY OF DOWNEY COMMUNITY DEVELOPMENT COMMISSION By: By: one M.Bayer, Mayor Anne M. Bayer, Chair Jam• �S , oO :r Date: Date: �'►- �$ � ATTEST: ATTEST: *edasiie, Kathleen L. Midstokke,City Clerk Ka een L. Midstokke,Secretary Exhibit "A" RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 35 This RESTATED AND AMENDED OPERATIVE AGREEMENT ("Restated Agreement") is entered into this day of , 2013, by and between the City of Downey ("City"), a California municipal corporation, and the Downey Successor Agency ("Successor Agency"), a public agency pursuant to Health and Safety Code section 34173, and is approved by the Oversight Board of the Successor Agency ("Oversight Board"). A. The City is a California municipal corporation operating under the laws of the State of California. B. The Community Development Commission of the City of Downey ("CDC"), a public body, corporate and politic, exercised governmental functions and powers under the Community Redevelopment Law, Health and Safety Code section 33000 et seq. ("CRL"). C. The CDC had the power to undertake redevelopment activities for purposes of implementing the redevelopment plan(s) for the CDC's redevelopment project area(s). D. Under the CRL, the City had the expressed authority to provide CDC with financial assistance for purposes of implementing redevelopment activities (see, e.g., Health and Safety Code sections 33132, 33133, 33220, 33445, 33445.1, 33600, 33601, 33610, 33614; see also Government Code section 53600 et seq.). E. Pursuant to the authority granted under the CRL, the City and CDC entered into that certain Operative Agreement, dated January 10, 2006, a copy of which is attached to this Restated Agreement as Exhibit "A" and incorporated herein by this reference ("Repayment Agreement"). The balance remaining under the Repayment Agreement is $200,000 (the "Loan Balance"). F. In January 2011, the Governor of California first proposed as part of the 2011-12 budget the possible dissolution of redevelopment agencies to cover an estimated $25 billion shortfall. In June 2011, Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature ("ABxI 26") was enacted as a bill related to the 2011 Budget Act. In June 2012, Assembly Bill 1484 from the 2011-2012 Regular Session of the California Legislature ("AB 1484") was enacted as a bill related to the 2012 Budget Act. ABx1 26, as modified by the California Supreme Court Decision in California Redevelopment Association v. Matosantos (2011) 53 Cal.4th 231, dissolved all redevelopment agencies and redevelopment functions of community development commissions in California on February 1, 2012. •=ft G. Pursuant to Health and Safety Code section 34173 added by ABx1 26 and amended by AB 1484, the Successor Agency assumed on February 1, 2012, all authority, rights, powers, duties, and obligations previously vested with the CDC, except 698/028110-0006 6117547.3 a09/12/13 Exhibit "I" for those provisions of the CRL that were repealed, restricted, or revised pursuant to Part 1.85 of Division 24 of the Health and Safety Code. H. Pursuant to Health and Safety Code section 34179, added by ABx1 26 and amended by AB 1484, members of the Oversight Board have been duly appointed. I. Pursuant to Health and Safety Code Section 34171(d)(2), added by ABx1 26, commencing on February 1, 2012, loan agreements between the city, county, or city and county that created the redevelopment agency and the redevelopment agency, not entered into within the first two years of the creation of the redevelopment agency, were not "enforceable obligations". J. Pursuant to Health and Safety Code section 34191.4(b), added by AB 1484, loan agreements between the city, county or city and county that created the redevelopment agency and the redevelopment agency shall be deemed "enforceable obligations" so long as an oversight board makes a finding that the loans were for legitimate redevelopment purposes. K. The Oversight Board hereby finds that the Repayment Agreement is a "loan agreement" as described in Health and Safety Code section 34191.4(b), and that the Repayment Agreement was for legitimate redevelopment purposes based upon the following: (i) The CDC was implementing the redevelopment of the project area(s) under the duly adopted redevelopment plan(s) and the CRL as referenced and identified in the Repayment Agreement; (ii) The redevelopment plan(s) for the project area(s) specifically authorized the City to assist the CDC, and for the CDC to accept funding from any public or private agency, including the City, in furtherance of redevelopment activities authorized under the CRL; (iii) The CRL (Health and Safety Code sections 33132, 33133, and 33600) specifically authorized the CDC to accept financial assistance from public sources, including the City, and to expend those moneys for any redevelopment project within the CDC's area of operation or for the CDC's activities, powers, and duties; (iv) The CRL (Health and Safety Code section 33220) specifically authorized the CDC to enter into agreements with any other public body, including the City, for the purpose of aiding and cooperating in the planning, undertaking, construction, or operation of redevelopment projects upon the terms and with or without consideration as determined necessary by the CDC; (v) The CRL (Health and Safety Code sections 33445 and 33445.1) specifically authorized the CDC, with the consent of the City, to pay all or a part of the value of the land for and the cost of the installation and construction of any publicly owned building, facility, structure, or other improvement; 698/028110-0006 6117547.3 a09/12/13 -2- (vi) The CRL (Health and Safety Code section 33601) specifically authorized the CDC to borrow money from any public agency, including the City, for any redevelopment project within its area of operation, and comply with any conditions of such loan or grant; (vii) The CRL (Health and Safety Code section 33610) specifically authorized the City to appropriate to the CDC such amounts as the City deemed necessary for the administrative expenses and overhead of the CDC, with such moneys appropriated by the City to be repaid by the CDC as a loan on such terms and conditions as the City may have provided. (viii) California law (Government Code sections 53600 et seq. and 53601(e) specifically) authorized the City to invest moneys not required for the immediate needs in evidences of indebtedness of any local agency, including the CDC, within the State of California. L. The CDC did not loan any Low and Moderate Income Housing Funds to pay the Supplemental Education Revenue Augmentation Fund (SERAF), so there is no requirement to repay the housing successor entity any amount pursuant to Health and Safety Code sections 34176(e)(6) and 34191.4(b)(2). M. Pursuant to Health and Safety Code section 34191.4(b), the Successor Agency, having received its "Finding of Completion" from the California Department of Finance, seeks Oversight Board approval of this Restated Agreement, as set forth herein. AGREEMENT Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Successor Agency agree as follows: 1. Restatement of Repayment Agreement. Subject to the terms and conditions in this Restated Agreement, the Successor Agency hereby restates the Repayment Agreement is an "enforceable obligation," and, except as modified by this Restated Agreement, the terms and conditions of the Repayment Agreement shall remain in full force and effect. 2. Amended Repayment Terms. Pursuant to Health and Safety Code section 34191.4(b)(2), the Loan Balance shall be repaid to the City in accordance with a defined schedule over a reasonable term of years at an interest rate not to exceed the interest rate earned by funds deposited into the Local Agency Investment Fund. Annual repayments on the Loan Balance shall be subject to the following: (A) Repayments shall not be made prior to the 2013-14 fiscal year. Beginning in the 2013-14 fiscal year, the maximum repayment amount authorized each fiscal year for repayments made shall be equal to one- half of the increase between the amount distributed to the taxing entities 698/028110-0006 6117547.3 a09/12/13 -3- pursuant to Health and Safety Code section 34183(a)(4) in that fiscal year and the amount distributed to taxing entities pursuant to that paragraph in the 2012-13 base year. (B) Twenty percent of any loan repayment shall be deducted from the loan repayment amount and shall be transferred to the Low and Moderate Income Housing Asset Fund established pursuant to Health and Safety Code section 34176(d). 3. Reservation of Rights. Both the City and the Successor Agency hereby reserve any and all rights, and do not waive any rights which they may now or in the future have, for repayment under the Repayment Agreement, including but not limited to the right to receive repayment under the existing Repayment Agreement as may be authorized pursuant to any current or future law, administrative or judicial decision, or otherwise. 4. Effective Date. This Restated Agreement shall be effective only upon the approval of the Oversight Board. If the City and the Successor Agency have not approved this Restated Agreement prior to the approval of the Oversight Board, then the City and Successor Agency may approve this Restated Agreement by ratification thereof at a duly noticed public meeting of the City Council. 5. City Manager/Executive Director Authorization. The City Manager shall have the authority to execute this Restated Agreement on behalf of the City, and the Successor Agency's Executive Director shall have the authority to execute this Restated Agreement on behalf of the Successor Agency. The City Manager or designee shall have the authority to take any and all implementing actions to effectuate the terms and conditions of this Restated Agreement, including but not limited to establishing and modifying a repayment schedule subject to the limitations of the annual repayments on the Loan Balance set forth herein. [signatures on next page] 698/028110-0006 6117547.3 a09/12/13 -4- (vi) The CRL (Health and Safety Code section 33601) specifically • ■ authorized the CDC to borrow money from any public agency, including the City, for any redevelopment project within its area of operation, and comply with any conditions of such loan or grant; (vii) The CRL (Health and Safety Code section 33610) specifically authorized the City to appropriate to the CDC such amounts as the City deemed necessary for the administrative expenses and overhead of the CDC, with such moneys appropriated by the City to be repaid by the CDC as a loan on such terms and conditions as the City may have provided. (viii) California law (Government Code sections 53600 et seq. and 53601(e) specifically) authorized the City to invest moneys not required for the immediate needs in evidences of indebtedness of any local agency, including the CDC, within the State of California. L. The CDC did not loan any Low and Moderate Income Housing Funds to pay the Supplemental Education Revenue Augmentation Fund (SERAF), so there is no requirement to repay the housing successor entity any amount pursuant to Health and Safety Code sections 34176(e)(6) and 34191.4(b)(2). M. Pursuant to Health and Safety Code section 34191.4(b), the Successor Agency, having received its "Finding of Completion" from the California Department of Finance, seeks Oversight Board approval of this Restated Agreement, as set forth herein. AGREEMENT Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Successor Agency agree as follows: 1. Restatement of Repayment Agreement. Subject to the terms and conditions in this Restated Agreement, the Successor Agency hereby restates the Repayment Agreement is an "enforceable obligation," and, except as modified by this Restated Agreement, the terms and conditions of the Repayment Agreement shall remain in full force and effect. 2. Amended Repayment Terms. Pursuant to Health and Safety Code section 34191.4(b)(2), the Loan Balance shall be repaid to the City in accordance with a defined schedule over a reasonable term of years at an interest rate not to exceed the interest rate earned by funds deposited into the Local Agency Investment Fund. Annual repayments on the Loan Balance shall be subject to the following: (A) Repayments shall not be made prior to the 2013-14 fiscal year. Beginning in the 2013-14 fiscal year, the maximum repayment amount authorized each fiscal year for repayments made shall be equal to one- half of the increase between the amount distributed to the taxing entities 698/028110-0006 6117547.3 a09/13/13 -3- • pursuant to Health and Safety Code section 34183(a)(4) in that fiscal year and the amount distributed to taxing entities pursuant to that paragraph in the 2012-13 base year. (B) Twenty percent of any loan repayment shall be deducted from the loan repayment amount and shall be transferred to the Low and Moderate Income Housing Asset Fund established pursuant to Health and Safety Code section 34176(d). 3. Reservation of Rights. Both the City and the Successor Agency hereby reserve any and all rights, and do not waive any rights which they may now or in the future have, for repayment under the Repayment Agreement, including but not limited to the right to receive repayment under the existing Repayment Agreement as may be authorized pursuant to any current or future law, administrative or judicial decision, or otherwise. 4. Effective Date. This Restated Agreement shall be effective only upon the approval of the Oversight Board. If the City and the Successor Agency have not approved this Restated Agreement prior to the approval of the Oversight Board, then the City and Successor Agency may approve this Restated Agreement by ratification thereof at a duly noticed public meeting of the City Council. 5. City Manager/Executive Director Authorization. The City Manager shall have the authority to execute this Restated Agreement on behalf of the City, and the Successor Agency's Executive Director shall have the authority to execute this Restated Agreement on behalf of the Successor Agency. The City Manager or designee shall have the authority to take any and all implementing actions to effectuate the terms and conditions of this Restated Agreement, including but not limited to establishing and modifying a repayment schedule subject to the limitations of the annual repayments on the Loan Balance set forth herein. [signatures on next page] 698/028110-0006 6117547.3 a09/13/13 -4- IN WITNESS WHEREOF, the City and the Successor Agency enter into this Restated Agreement as of the date first set forth above. CITY OF DOWNEY, a California municipal corporation By: Gilbert A. Livas, City Manager ATTEST: Adria M. Jimenez, CMC, City Clerk DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 By: Gilbert A. Livas, Executive Director ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110-0006 6117547.3 a09/12/13 -5- OPERATIVE AGREEMENT#35 THIS AGREEMENT, entered into this 10th day of January , 2006 by and between the CITY OF DOWNEY(hereinafter referred to as"City"), and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF DOWNEY(hereinafter referred to as "Commission"). WITNESSETH: WHEREAS, the Commission is implementing the Woodruff Project Area pursuant to California Redevelopment Law; and WHEREAS, the Commission has certain operating expenses; WHEREAS, said Commission requests a loan from the City in the sum of$200,000 to assist it in defraying expenses heretofore incurred and expenses which will be incurred hereinafter in carrying out the budgeted projects of said Commission. NOW, THEREFORE, in consideration of the foregoing recitals, the parties heretofore do agree as follows: Section 1: Pursuant to the provisions of the Community Redevelopment Law of the State of California, the City of Downey shall lend to the Commission the sum of$200,000 for the purpose of defraying project expenses of the Commission. Section 2: The Commission shall accept and administer the funds loaned to it in accordance with the provisions of said Community Redevelopment Law Section 3: The Treasurer of the City is authorized to credit the Commission in the amount of $200,000 (Fund 89)from the City's General Fund. Section 4: The Commission shall repay the City for said loan and pay interest thereon, at the rate of 12% per annum, to the City from any available funds of the Commission, including the portion of taxes mentioned in Subdivision (b) of Section 33670 of the Health and Safety Code of the State of California, when such funds become available to the Commission and which legally may be utilized for such repayment, if such funds are not reasonably needed for other purposes of the Commission. The Commission shall be entitled to repay this loan from the proceeds of tax allocation bonds that the Commission may issue for such purpose in the future. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and through their respective offices thereunto duly authorized on the date written below their signature. CITY OF DOWNEY COMMUNITY DEVELOPMENT COMMISSION B yvt,4,14,,,---e*L.,Me redith Perkins, Mayor MereditPerkins,Chair Date: Te • 1/, 24tz Date: -3-44i• /1, Q.Ot 6 ATTEST: ATTEST: 4A11140 fQ 2"4") tea*lia#9)41. rid Kathleen L. Midstokke, City Clerk Kathleen L. Midstokke, Secretary S:1Agenda Memos CC 20061agda0110061OPR AGMT-35.doc Exhibit c c A RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 37 This RESTATED AND AMENDED OPERATIVE AGREEMENT ("Restated Agreement") is entered into this day of , 2013, by and between the City of Downey ("City"), a California municipal corporation, and the Downey Successor Agency ("Successor Agency"), a public agency pursuant to Health and Safety Code section 34173, and is approved by the Oversight Board of the Successor Agency ("Oversight Board"). A. The City is a California municipal corporation operating under the laws of the State of California. B. The Community Development Commission of the City of Downey ("CDC"), a public body, corporate and politic, exercised governmental functions and powers under the Community Redevelopment Law, Health and Safety Code section 33000 et seq. ("CRL"). C. The CDC had the power to undertake redevelopment activities for purposes of implementing the redevelopment plan(s) for the CDC's redevelopment project area(s). D. Under the CRL, the City had the expressed authority to provide CDC with financial assistance for purposes of implementing redevelopment activities (see, e.g., Health and Safety Code sections 33132, 33133, 33220, 33445, 33445.1, 33600, 33601, 33610, 33614; see also Government Code section 53600 et seq.). E. Pursuant to the authority granted under the CRL, the City and CDC entered into that certain Operative Agreement, dated January 23, 2007, a copy of which is attached to this Restated Agreement as Exhibit "A" and incorporated herein by this reference ("Repayment Agreement"). The balance remaining under the Repayment Agreement is $1,000,000 (the "Loan Balance"). F. In January 2011, the Governor of California first proposed as part of the 2011-12 budget the possible dissolution of redevelopment agencies to cover an estimated $25 billion shortfall. In June 2011, Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature ("ABxI 26") was enacted as a bill related to the 2011 Budget Act. In June 2012, Assembly Bill 1484 from the 2011-2012 Regular Session of the California Legislature ("AB 1484") was enacted as a bill related to the 2012 Budget Act. ABx1 26, as modified by the California Supreme Court Decision in California Redevelopment Association v. Matosantos (2011) 53 Cal.4th 231, dissolved all redevelopment agencies and redevelopment functions of community development commissions in California on February 1, 2012. G. Pursuant to Health and Safety Code section 34173 added by ABx1 26 and amended by AB 1484, the Successor Agency assumed on February 1, 2012, all authority, rights, powers, duties, and obligations previously vested with the CDC, except 698/028110-0006 6117547.3 a09/12/13 Exhibit "J" for those provisions of the CRL that were repealed, restricted, or revised pursuant to Part 1.85 of Division 24 of the Health and Safety Code. H. Pursuant to Health and Safety Code section 34179, added by ABx1 26 and amended by AB 1484, members of the Oversight Board have been duly appointed. I. Pursuant to Health and Safety Code Section 34171(d)(2), added by ABx1 26, commencing on February 1, 2012, loan agreements between the city, county, or city and county that created the redevelopment agency and the redevelopment agency, not entered into within the first two years of the creation of the redevelopment agency, were not "enforceable obligations". J. Pursuant to Health and Safety Code section 34191.4(b), added by AB 1484, loan agreements between the city, county or city and county that created the redevelopment agency and the redevelopment agency shall be deemed "enforceable obligations" so long as an oversight board makes a finding that the loans were for legitimate redevelopment purposes. K. The Oversight Board hereby finds that the Repayment Agreement is a "loan agreement" as described in Health and Safety Code section 34191.4(b), and that the Repayment Agreement was for legitimate redevelopment purposes based upon the following: (i) The CDC was implementing the redevelopment of the project area(s) under the duly adopted redevelopment plan(s) and the CRL as referenced and identified in the Repayment Agreement; (ii) The redevelopment plan(s) for the project area(s) specifically authorized the City to assist the CDC, and for the CDC to accept funding from any public or private agency, including the City, in furtherance of redevelopment activities authorized under the CRL; (iii) The CRL (Health and Safety Code sections 33132, 33133, and 33600) specifically authorized the CDC to accept financial assistance from public sources, including the City, and to expend those moneys for any redevelopment project within the CDC's area of operation or for the CDC's activities, powers, and duties; (iv) The CRL (Health and Safety Code section 33220) specifically authorized the CDC to enter into agreements with any other public body, including the City, for the purpose of aiding and cooperating in the planning, undertaking, construction, or operation of redevelopment projects upon the terms and with or without consideration as determined necessary by the CDC; (v) The CRL (Health and Safety Code sections 33445 and 33445.1) specifically authorized the CDC, with the consent of the City, to pay all or a part of the value of the land for and the cost of the installation and construction of any publicly owned building, facility, structure, or other improvement; 698/028110-0006 6117547.3 a09/12/13 -2- • (vi) The CRL (Health and Safety Code section 33601) specifically authorized the CDC to borrow money from any public agency, including the City, for any redevelopment project within its area of operation, and comply with any conditions of such loan or grant; (vii) The CRL (Health and Safety Code section 33610) specifically authorized the City to appropriate to the CDC such amounts as the City deemed necessary for the administrative expenses and overhead of the CDC, with such moneys appropriated by the City to be repaid by the CDC as a loan on such terms and conditions as the City may have provided. (viii) California law (Government Code sections 53600 et seq. and 53601(e) specifically) authorized the City to invest moneys not required for the immediate needs in evidences of indebtedness of any local agency, including the CDC, within the State of California. L. The CDC did not loan any Low and Moderate Income Housing Funds to pay the Supplemental Education Revenue Augmentation Fund (SERAF), so there is no requirement to repay the housing successor entity any amount pursuant to Health and Safety Code sections 34176(e)(6) and 34191.4(b)(2). M. Pursuant to Health and Safety Code section 34191.4(b), the Successor Agency, having received its "Finding of Completion" from the California Department of Finance, seeks Oversight Board approval of this Restated Agreement, as set forth herein. AGREEMENT Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Successor Agency agree as follows: 1. Restatement of Repayment Agreement. Subject to the terms and conditions in this Restated Agreement, the Successor Agency hereby restates the Repayment Agreement is an "enforceable obligation," and, except as modified by this Restated Agreement, the terms and conditions of the Repayment Agreement shall remain in full force and effect. 2. Amended Repayment Terms,. Pursuant to Health and Safety Code section 34191.4(b)(2), the Loan Balance shall be repaid to the City in accordance with a defined schedule over a reasonable term of years at an interest rate not to exceed the interest rate earned by funds deposited into the Local Agency Investment Fund. Annual repayments on the Loan Balance shall be subject to the following: (A) Repayments shall not be made prior to the 2013-14 fiscal year. Beginning in the 2013-14 fiscal year, the maximum repayment amount authorized each fiscal year for repayments made shall be equal to one- half of the increase between the amount distributed to the taxing entities 698/028110-0006 6117547.3 a09/12/13 -3- pursuant to Health and Safety Code section 34183(a)(4) in that fiscal year and the amount distributed to taxing entities pursuant to that paragraph in the 2012-13 base year. (B) Twenty percent of any loan repayment shall be deducted from the loan repayment amount and shall be transferred to the Low and Moderate Income Housing Asset Fund established pursuant to Health and Safety Code section 34176(d). 3. Reservation of Rights. Both the City and the Successor Agency hereby reserve any and all rights, and do not waive any rights which they may now or in the future have, for repayment under the Repayment Agreement, including but not limited to the right to receive repayment under the existing Repayment Agreement as may be authorized pursuant to any current or future law, administrative or judicial decision, or otherwise. 4. Effective Date. This Restated Agreement shall be effective only upon the approval of the Oversight Board. If the City and the Successor Agency have not approved this Restated Agreement prior to the approval of the Oversight Board, then • the City and Successor Agency may approve this Restated Agreement by ratification thereof at a duly noticed public meeting of the City Council. 5. City Manager/Executive Director Authorization. The City Manager shall have the authority to execute this Restated Agreement on behalf of the City, and the Successor Agency's Executive Director shall have the authority to execute this Restated Agreement on behalf of the Successor Agency. The City Manager or designee shall have the authority to take any and all implementing actions to effectuate the terms and conditions of this Restated Agreement, including but not limited to establishing and modifying a repayment schedule subject to the limitations of the annual repayments on the Loan Balance set forth herein. [signatures on next page] 698/028110-0006 6117547.3 a09/12/13 -4- IN WITNESS WHEREOF, the City and the Successor Agency enter into this Restated Agreement as of the date first set forth above. CITY OF DOWNEY, a California municipal corporation By: Gilbert A. Livas, City Manager ATTEST: Adria M. Jimenez, CMC, City Clerk DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 By: Gilbert A. Livas, Executive Director ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110-0006 6117547.3 a09/12/13 -5- ' t . OPERATIVE AGREEMENT#37 THIS AGREEMENT, entered into this 23rd day of January , 2007 by and between the CITY OF DOWNEY(hereinafter referred to as "City"), and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF DOWNEY(hereinafter referred to as "Commission"). WITNESSETH: WHEREAS, the Commission is implementing Amendment Number 4 of the Firestone Project Area pursuant to California Redevelopment Law; and WHEREAS, the Commission has certain operating expenses; WHEREAS, said Commission requests a loan from the City in the sum of$1,000,000 to assist it in defraying expenses heretofore incurred and expenses which will be incurred hereinafter in carrying out the budgeted projects of said Commission. NOW, THEREFORE, in consideration of the foregoing recitals, the parties heretofore do agree as follows: Section 1: Pursuant to the provisions of the Community Redevelopment Law of the State of California, the City of Downey shall lend to the Commission the sum of$1,000,000 for the purpose of defraying project expenses of the Commission. Section 2: The Commission shall accept and administer the funds loaned to it in accordance with the provisions of said Community Redevelopment Law Section 3: The Treasurer of the City is authorized to credit the Commission in the amount of$1,000,000 (Fund 86)from the City's General Fund. Section 4: The Commission shall repay the City for said loan and pay interest thereon, at the rate of 12% per annum, to the City from any available funds of the Commission, including the portion of taxes mentioned in Subdivision (b) of Section 33670 of the Health and Safety Code of the State of California, when such funds become available to the Commission and which legally may be utilized for such repayment, if such funds are not reasonably needed for other purposes of the Commission. The Commission shall be entitled to repay this loan from the proceeds of tax allocation bonds that the Commission may issue for such purpose in the future. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and through their respective offices thereunto duly authorized on the date written below their signature. CITY OF DOWNEY COMMUNITY DEVELOPMENT OM■ ISSION - By' G By: ikif Rick Trejo, Mayor Ri:"1" rejo, hair Date: n I_ Date: DI- 2S- o) ATT T: 10e, A T• • Kathleen L. Midstokke, City Clerk Kathleen L. Midstokke, Secretary Exhibit Memos CC 20071Agenda-Memos 0123071Oper Agmt 37-38 City.doc I blt "A" RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 38 This RESTATED AND AMENDED OPERATIVE AGREEMENT ("Restated Agreement") is entered into this day of , 2013, by and between the City of Downey ("City"), a California municipal corporation, and the Downey Successor Agency ("Successor Agency"), a public agency pursuant to Health and Safety Code section 34173, and is approved by the Oversight Board of the Successor Agency ("Oversight Board"). A. The City is a California municipal corporation operating under the laws of the State of California. B. The Community Development Commission of the City of Downey ("CDC"), a public body, corporate and politic, exercised governmental functions and powers under the Community Redevelopment Law, Health and Safety Code section 33000 et seq. ("CRL"). C. The CDC had the power to undertake redevelopment activities for purposes of implementing the redevelopment plan(s) for the CDC's redevelopment project area(s). --• D. Under the CRL, the City had the expressed authority to provide CDC with financial assistance for purposes of implementing redevelopment activities (see, e.g., Health and Safety Code sections 33132, 33133, 33220,33445, 33445.1, 33600, 33601, 33610, 33614; see also Government Code section 53600 et seq.). E. Pursuant to the authority granted under the CRL, the City and CDC entered into that certain Operative Agreement, dated January 23, 2007, a copy of which is attached to this Restated Agreement as Exhibit "A" and incorporated herein by this reference ("Repayment Agreement"). The balance remaining under the Repayment Agreement is $150,000 (the "Loan Balance"). F. In January 2011, the Governor of California first proposed as part of the 2011-12 budget the possible dissolution of redevelopment agencies to cover an estimated $25 billion shortfall. In June 2011, Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature ("ABxl 26") was enacted as a bill related to the 2011 Budget Act. In June 2012, Assembly Bill 1484 from the 2011-2012 Regular Session of the California Legislature ("AB 1484") was enacted as a bill related to the 2012 Budget Act. ABx1 26, as modified by the California Supreme Court Decision in California Redevelopment Association v. Matosantos (2011) 53 Ca1.4th 231, dissolved all redevelopment agencies and redevelopment functions of community development commissions in California on February 1, 2012. G. Pursuant to Health and Safety Code section 34173 added by ABx1 26 and amended by AB 1484, the Successor Agency assumed on February 1, 2012, all authority, rights, powers, duties, and obligations previously vested with the CDC, except 698/028110-0006 6117547.3 a09/13/13 Exhibit "K" for those provisions of the CRL that were repealed, restricted, or revised pursuant to Part 1.85 of Division 24 of the Health and Safety Code. H. Pursuant to Health and Safety Code section 34179, added by ABx1 26 and amended by AB 1484, members of the Oversight Board have been duly appointed. I. Pursuant to Health and Safety Code Section 34171(d)(2), added by ABx1 26, commencing on February 1, 2012, loan agreements between the city, county, or city and county that created the redevelopment agency and the redevelopment agency, not entered into within the first two years of the creation of the redevelopment agency, were not "enforceable obligations". J. Pursuant to Health and Safety Code section 34191.4(b), added by AB 1484, loan agreements between the city, county or city and county that created the redevelopment agency and the redevelopment agency shall be deemed "enforceable obligations" so long as an oversight board makes a finding that the loans were for legitimate redevelopment purposes. K. The Oversight Board hereby finds that the Repayment Agreement is a "loan agreement" as described in Health and Safety Code section 34191.4(b), and that the Repayment Agreement was for legitimate redevelopment purposes based upon the following: i The CDC was implementing the redevelopment of the O p 9 p project area(s) under the duly adopted redevelopment plan(s) and the CRL as referenced and identified in the Repayment Agreement; (ii) The redevelopment plan(s) for the project area(s) specifically authorized the City to assist the CDC, and for the CDC to accept funding from any public or private agency, including the City, in furtherance of redevelopment activities authorized under the CRL; (iii) The CRL (Health and Safety Code sections 33132, 33133, and 33600) specifically authorized the CDC to accept financial assistance from public sources, including the City, and to expend those moneys for any redevelopment project within the CDC's area of operation or for the CDC's activities, powers, and duties; (iv) The CRL (Health and Safety Code section 33220) specifically authorized the CDC to enter into agreements with any other public body, including the City, for the purpose of aiding and cooperating in the planning, undertaking, construction, or operation of redevelopment projects upon the terms and with or without consideration as determined necessary by the CDC; (v) The CRL (Health and Safety Code sections 33445 and 33445.1) specifically authorized the CDC, with the consent of the City, to pay all or a part of the value of the land for and the cost of the installation and construction of any publicly owned building, facility, structure, or other improvement; 698/028110-0006 6117547.3 a09/13/13 -2- (vi) The CRL (Health and Safety Code section 33601) specifically authorized the CDC to borrow money from any public agency, including the City, for any redevelopment project within its area of operation, and comply with any conditions of such loan or grant; (vii) The CRL (Health and Safety Code section 33610) specifically authorized the City to appropriate to the CDC such amounts as the City deemed necessary for the administrative expenses and overhead of the CDC, with such moneys appropriated by the City to be repaid by the CDC as a loan on such terms and conditions as the City may have provided. (viii) California law (Government Code sections 53600 et seq. and 53601(e) specifically) authorized the City to invest moneys not required for the immediate needs in evidences of indebtedness of any local agency, including the CDC, within the State of California. L. The CDC did not loan any Low and Moderate Income Housing Funds to pay the Supplemental Education Revenue Augmentation Fund (SERAF), so there is no requirement to repay the housing successor entity any amount pursuant to Health and Safety Code sections 34176(e)(6) and 34191.4(b)(2). M. Pursuant to Health and Safety Code section 34191.4(b), the Successor Agency, having received its "Finding of Completion" from the California Department of Finance, seeks Oversight Board approval of this Restated Agreement, as set forth herein. AGREEMENT Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Successor Agency agree as follows: 1. Restatement of Repayment Agreement. Subject to the terms and conditions in this Restated Agreement, the Successor Agency hereby restates the Repayment Agreement is an "enforceable obligation," and, except as modified by this Restated Agreement, the terms and conditions of the Repayment Agreement shall remain in full force and effect. 2. Amended Repayment Terms. Pursuant to Health and Safety Code section 34191.4(b)(2), the Loan Balance shall be repaid to the City in accordance with a defined schedule over a reasonable term of years at an interest rate not to exceed the interest rate earned by funds deposited into the Local Agency Investment Fund. Annual repayments on the Loan Balance shall be subject to the following: (A) Repayments shall not be made prior to the 2013-14 fiscal year. Beginning in the 2013-14 fiscal year, the maximum repayment amount authorized each fiscal year for repayments made shall be equal to one- half of the increase between the amount distributed to the taxing entities 698/028110-0006 6117547.3 a09/13/13 -3- pursuant to Health and Safety Code section 34183(a)(4) in that fiscal year and the amount distributed to taxing entities pursuant to that paragraph in the 2012-13 base year. (B) Twenty percent of any loan repayment shall be deducted from the loan repayment amount and shall be transferred to the Low and Moderate Income Housing Asset Fund established pursuant to Health and Safety Code section 34176(d). 3. Reservation of Rights. Both the City and the Successor Agency hereby reserve any and all rights, and do not waive any rights which they may now or in the future have, for repayment under the Repayment Agreement, including but not limited to the right to receive repayment under the existing Repayment Agreement as may be authorized pursuant to any current or future law, administrative or judicial decision, or otherwise. 4. Effective Date. This Restated Agreement shall be effective only upon the approval of the Oversight Board. If the City and the Successor Agency have not approved this Restated Agreement prior to the approval of the Oversight Board, then the City and Successor Agency may approve this Restated Agreement by ratification thereof at a duly noticed public meeting of the City Council. 5. City Manager/Executive Director Authorization. The City Manager shall have the authority to execute this Restated Agreement on behalf of the City, and the Successor Agency's Executive Director shall have the authority to execute this Restated Agreement on behalf of the Successor Agency. The City Manager or designee shall have the authority to take any and all implementing actions to effectuate the terms and conditions of this Restated Agreement, including but not limited to establishing and modifying a repayment schedule subject to the limitations of the annual repayments on the Loan Balance set forth herein. [signatures on next page] 698/028110-0006 6117547.3 a09/13/13 -4- IN WITNESS WHEREOF, the City and the Successor Agency enter into this Restated Agreement as of the date first set forth above. CITY OF DOWNEY, a California municipal corporation By: Gilbert A. Livas, City Manager ATTEST: Adria M. Jimenez, CMC, City Clerk DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 By: Gilbert A. Livas, Executive Director ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110-0006 6117547.3 a09/13/13 -5- OPERATIVE AGREEMENT#38 THIS AGREEMENT, entered into this 2333dday of January , 2007 by and between the CITY OF DOWNEY(hereinafter referred to as"City"), and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF DOWNEY(hereinafter referred to as "Commission"). WITNESSETH: WHEREAS, the Commission is implementing the Woodruff Project Area pursuant to California Redevelopment Law; and WHEREAS, the Commission has certain operating expenses; WHEREAS, said Commission requests a loan from the City in the sum of$150,000 to assist it in defraying expenses heretofore incurred and expenses which will be incurred hereinafter in carrying out the budgeted projects of said Commission. NOW, THEREFORE, in consideration of the foregoing recitals, the parties heretofore do agree as follows: Section 1: Pursuant to the provisions of the Community Redevelopment Law of the State of California, the City of Downey shall lend to the Commission the sum of$150,000 for the purpose of defraying project expenses of the Commission. Section 2: The Commission shall accept and administer the funds loaned to it in --, accordance with the provisions of said Community Redevelopment Law Section 3: The Treasurer of the City is authorized to credit the Commission in the amount of$150,000 (Fund 89)from the City's General Fund. Section 4: The Commission shall repay the City for said loan and pay interest thereon, at the rate of 12% per annum, to the City from any available funds of the Commission, including the portion of taxes mentioned in Subdivision (b) of Section 33670 of the Health and Safety Code of the State of California, when such funds become available to the Commission and which legally may be utilized for such repayment, if such funds are not reasonably needed for other purposes of the Commission. The Commission shall be entitled to repay this loan from the proceeds of tax allocation bonds that the Commission may issue for such purpose in the future. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and through their respective offices thereunto duly authorized on the date written below their signature. CITY OF DOWNEY COMMUNITY DEVELOPMENT COMMISSION By: By: Rick Trejo, Mayor Ric rejo,53ralf Date: • {)t Date: a( , 2S• e,"7 A , Kathleen L. Midstokke,City Clerk Kathleen L. Midstokke, Secretary Exhibit "A" RESTATED AND AMENDED AGREEMENT FOR SERVICE OPERATIVE AGREEMENT This RESTATED AND AMENDED OPERATIVE AGREEMENT ("Restated Agreement") is entered into this day of , 2013, by and between the City of Downey ("City"), a California municipal corporation, and the Downey Successor Agency ("Successor Agency"), a public agency pursuant to Health and Safety Code section 34173, and is approved by the Oversight Board of the Successor Agency ("Oversight Board"). A. The City is a California municipal corporation operating under the laws of the State of California. B. The Community Development Commission of the City of Downey ("CDC"), a public body, corporate and politic, exercised governmental functions and powers under the Community Redevelopment Law, Health and Safety Code section 33000 et seq. ("CRL"). C. The CDC had the power to undertake redevelopment activities for purposes of implementing the redevelopment plan(s) for the CDC's redevelopment project area(s). D. Under the CRL, the City had the expressed authority to provide CDC with financial assistance for purposes of implementing redevelopment activities (see, e.g., Health and Safety Code sections 33132, 33133, 33220, 33445, 33445.1, 33600, 33601, 33610, 33614; see also Government Code section 53600 et seq.). E. Pursuant to the authority granted under the CRL, the City and CDC entered into that certain Agreement for Service Agreement, dated April 10, 2010,a copy of which is attached to this Restated Agreement as Exhibit "A" and incorporated herein by this reference ("Repayment Agreement"). The balance remaining under the Repayment Agreement is $646,570 (the "Loan Balance"). F. In January 2011, the Governor of California first proposed as part of the 2011-12 budget the possible dissolution of redevelopment agencies to cover an estimated $25 billion shortfall. In June 2011, Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature ("ABxl 26") was enacted as a bill related to the 2011 Budget Act. In June 2012, Assembly Bill 1484 from the 2011-2012 Regular Session of the California Legislature ("AB 1484") was enacted as a bill related to the 2012 Budget Act. ABx1 26, as modified by the California Supreme Court Decision in California Redevelopment Association v. Matosantos (2011) 53 Cal.4th 231, dissolved all redevelopment agencies and redevelopment functions of community development commissions in California on February 1,2012. G. Pursuant to Health and Safety Code section 34173 added by ABx1 26 and amended by AB 1484, the Successor Agency assumed on February 1, 2012, all authority, rights, powers, duties, and obligations previously vested with the CDC, except 698/028110-0006 6117547.3 a09/13/13 Exhibit "L" • for those provisions of the CRL that were repealed, restricted, or revised pursuant to Part 1.85 of Division 24 of the Health and Safety Code. H. Pursuant to Health and Safety Code section 34179, added by ABx1 26 and amended by AB 1484, members of the Oversight Board have been duly appointed. I. Pursuant to Health and Safety Code Section 34171(d)(2), added by ABx1 26, commencing on February 1, 2012, loan agreements between the city, county, or city and county that created the redevelopment agency and the redevelopment agency, not entered into within the first two years of the creation of the redevelopment agency, were not "enforceable obligations". J. Pursuant to Health and Safety Code section 34191.4(b), added by AB 1484, loan agreements between the city, county or city and county that created the redevelopment agency and the redevelopment agency shall be deemed "enforceable obligations" so long as an oversight board makes a finding that the loans were for legitimate redevelopment purposes. K. The Oversight Board hereby finds that the Repayment Agreement is a "loan agreement" as described in Health and Safety Code section 34191.4(b), and that the Repayment Agreement was for legitimate redevelopment purposes based upon the following: (i) The CDC was implementing the redevelopment of the project area(s) under the duly adopted redevelopment plan(s) and the CRL as referenced and identified in the Repayment Agreement; (ii) The redevelopment plan(s) for the project area(s) specifically authorized the City to assist the CDC, and for the CDC to accept funding from any public or private agency, including the City, in furtherance of redevelopment activities authorized under the CRL; (iii) The CRL (Health and Safety Code sections 33132, 33133, and 33600) specifically authorized the CDC to accept financial assistance from public sources, including the City, and to expend those moneys for any redevelopment project within the CDC's area of operation or for the.CDC's activities, powers, and duties; (iv) The CRL (Health and Safety Code section 33220) specifically authorized the CDC to enter into agreements with any other public body, including the City, for the purpose of aiding and cooperating in the planning, undertaking, construction, or operation of redevelopment projects upon the terms and with or without consideration as determined necessary by the CDC; (v) The CRL (Health and Safety Code sections 33445 and 33445.1) specifically authorized the CDC, with the consent of the City, to pay all or a part of the value of the land for and the cost of the installation and construction of any publicly owned building, facility, structure, or other improvement; 698/028110-0006 6117547.3 a09/13/13 -2- • IN WITNESS WHEREOF, the City and the Successor Agency enter into this Restated Agreement as of the date first set forth above. CITY OF DOWNEY, a California municipal corporation By: Gilbert A. Livas, City Manager ATTEST: Adria M. Jimenez, CMC, City Clerk DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 By: Gilbert A. Livas, Executive Director ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110-0006 6117547.3 a09/13/13 -5- 1 • ORDINANCE NO. 07-1210 PAGE THREE EXHIBIT A AGREEMENT FOR SERVICES BETWEEN CITY OF DOWNEY AND COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF DOWNEY THIS AGREEMENT is entered into on April 10 , 2007, between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF DOWNEY, CALIFORNIA, a public body, corporate and.politic (the "Commission"),.and the CITY OF DOWNEY, a municipal corporation (the "City"). RECITALS A. The City, acting under the provisions of the California Community Redevelopment Law, has adopted Amendment Number 4 of the Firestone Project area and the Woodruff Project Area (collectively the "Projects"). B The Commission is implementing the Projects in accordance to California Redevelopment Law. C. The City desires to aid and cooperate with the Commission in carrying out the Projects and to insure the Commission has adequate financial resources to carry out its functions. D. In order to avoid duplication of services and reduce administrative overhead costs to the Commission related to the Commission's execution of the Projects, Commission desires to utilize already existing City facilities, services and personnel in order to accomplish such purposes, and further desires to borrow funds from the City sufficient to cover the cost of these facilities and services. E. The Commission is pursuing a number of activities within the Projects' areas that will carry out the purposes of Redevelopment Law and which the City Exhibit "A" • ORDINANCE NO. 07-1210 PAGE FOUR is also interested in moving forward. The Commission has a need for long-term source of funds which it can repay with tax increment revenue. F. The Commission and City wish to enter a mutually beneficial Agreement that will allow the Commission to continue to pursue the Projects. THE COMMISSION AND CITY agree as follows: 1. Commitment. The City hereby commits to loan money to the Commission, on the terms and conditions set forth herein, for redevelopment purposes. 2. Amount of Commitment. The City agrees to loan the Commission a total of$22,000,000 (twenty-two million dollars) to be disbursed in annual amounts to be determined as described in paragraph 4 of this Agreement. 3. City Services. City agrees to provide the Commission all necessary services of the City's employees, City facilities, contractors and other services of the City (the "City services") in order that the Commission may accomplish the purposes of the Projects. 4. Method and Amounts nts of Payment for City Services. Prior to the end of each fiscal year during which this Agreement is in effect, the Executive Director of the Commission (or his or her designee) shall provide to the City Manager of the City (or his or her designee) in writing, a report.(the "report") of the estimated cost of the City services to the Projects during the upcoming fiscal year of the Commission and the amount of funds (the"funds") needed to support such costs. Such report shall separately list the Projects and allocate the estimated costs for each Project. Such report shall be made in accordance with the amounts contained in the corresponding adopted budget of the Commission. The City shall loan (the "loans") to the Commission an amount equal to funds needed by Commission as indicated in the report, and such funding will be provided within 30 days of the City's receipt of the report. If the upcoming Commission budget has not been adopted prior to the end of the fiscal year, then the report may be delayed until the budget has been adopted. Once the budget has been adopted, and the report made, then City shall loan to the Commission