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HomeMy WebLinkAboutResolution No. SA 15-0004RESOLUTION NO. SA 15 -0004 A RESOLUTION OF THE BOARD OF DIRECTORS FOR 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 ( "ABx1 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 and AB 1484, and related amendments thereto, are collectively referred to as the "Dissolution Law." ABx1 26, as modified by the California Supreme Court Decision in California Redevelopment Association v. Matosantos (2011) 53 CalAth 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, RESOLUTION NO. SA 15 -0004 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, RESOLUTION NO. SA 15 -0004 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 "J" and incorporated herein by this reference (the "Restated Agreements "). WHEREAS, on September 19, 2013, the Oversight Board adopted Resolution No. OB 13 -0016 making all of the required findings under the Dissolution Law and approving the Restated Agreements; and, WHEREAS, on November 8, 2013, the California Department of Finance approved Oversight Board Resolution No. OB 13 -0016 in accordance with the Dissolution Law, thereby perfecting the ability for the City to receive repayment for the loans pursuant to the Restated Agreements; and, WHEREAS, with all conditions having been met under the Dissolution Law, the City and Successor Agency, by respective resolutions, agree to enter into and ratify the Restated Agreements. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE DOWNEY SUCCESSOR AGENCY OF THE CITY DOWNEY DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The above recitals are true and correct and incorporated herein. SECTION 2. The Downey Successor Agency hereby approves the Restated Agreements and authorizes the Executive Director to enter into and execute the same on behalf of the Downey Successor Agency. SECTION 3. The Board of Directors hereby authorizes the Executive Director or his or her designee to enter into and execute any implementing documents to further the repayment of the City of Downey pursuant to the Restated Agreements. RESOLUTION NO. SA 15 -0004 PAGE 4 SECTION 4. The Secretary shall certify to the adoption of this Resolution. APPROVED AND ADOPTED this 13th day of January, 2015. LUIS H. MARQUE , Cha' n ATTEST: ►� CSC/ ADRIA M. JIMENEIZ, CMC Secretary STATE OF CALIFORNIA } COUNTY OF LOS ANGELES }SS. CITY OF DOWNEY } I, Adria M. Jimenez, CMC, Secretary of the Downey Successor Agency, do hereby certify the foregoing Resolution was duly adopted by the Board of Directors for the Downey Successor Agency at a regular meeting held on the 13th day of January, 2015, by the following vote, to wit: AYES: Board Members: Ashton, Brossmer, Vasquez, Saab, Chairman Marquez NOES: Board Members: None. ABSENT: Board Members: None. ABSTAIN: Board Members: None. AD-MIA M. JIMENEZ, C C Secretary Agreement 25 26 27 31 33 35 38 City Aid Master Agreement Public Works Master Agreement Staff Report Exhibit A 4/10/2007 $646,570 Street Improvement Project TOTAL $11,546,570 7% 0.24% Exhibit "A" Original LAIF as Date Remaining Purpose Interest Yield of 3 QTR Balance Rate 2014 2/10/1998 $1,600,000 Admin & Project Costs 12% 0.24% 7/13/1999 $2,200,000 Admin & Project Costs 12% 0.24% 6/27/2000 $150,000 Admin & Project Costs 12% 0.24% 9/23/2003 $200,000 Admin & Project Costs 12% 0.24% 1/25/2005 $200,000 Admin & Project Costs 12% 0.24% 1/10/2006 $200,000 Admin & Project Costs 12% 0.24% 1/23/2007 $150,000 Admin & Project Costs 12% 0.24% 4/10/2007 $6,200,000 Admin & Project Costs 12% 0.24% 4/10/2007 $646,570 Street Improvement Project TOTAL $11,546,570 7% 0.24% Exhibit "A" RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 25 This RESTATED AND AMENDED OPERATIVE Agreement ") is entered into this day of City of Downey ( "City "), a California municipal corporation, Agency ( "Successor Agency "), a public agency pursuant section 34173, and is approved by the Oversight Board ( "Oversight Board "). AGREEMENT ( "Restated 2015, by and between the and the Downey Successor to Health and Safety Code of the Successor Agency 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 ( "ABA 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 CalAth 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 al 1/24/14 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; 696 /028110 -0006 6117547 3 a11/24/14 -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 a11/24/14 —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 Mana er)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 el 1/24/14 —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 Sy: ATTEST: Adria M. Jimenez, CMC, City Clerk Gilbert A. Livas, City Manager DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 0 ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110 -0006 6117547.3 a11/24/14 -5- Gilbert A. Livas, Executive Director RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 26 This RESTATED AND AMENDED OPERATIVE AGREEMENT ( "Restated Agreement ") is entered into this _ day of. -, 2015, 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 ( "ABA 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 CalAth 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 al 1/24/14 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 -O006 6117557.3 a11/24/14 -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 648(028110 -0006 611 ?547,3 a] 1/24114 —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 a11/24/14 —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 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 ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110 -0006 6117547.3 a11/24/14 -5- Gilbert A. Livas, Executive Director RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 27 This RESTATED AND AMENDED OPERATIVE AGREEMENT ( "Restated Agreement ") is entered into this day of , 2015, 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 ( "ABA 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 CalAth 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 611754,3 al 1124114 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 a 1124/14 -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 a11/24/14 -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 al 1/24/14 —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 LM ATTEST: Adria M. Jimenez, CMC, City Clerk Gilbert A. Livas, City Manager DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 Los ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110 -0006 6117547.3 a11/24/14 —5— Gilbert A. Livas, Executive Director RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 31 This RESTATED AND AMENDED OPERATIVE AGREEMENT ( "Restated Agreement ") is entered into this _ day of , 2015, 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 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 ( "ABA 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 CalAth 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 61175473x11/24/14 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 a11/24/14 -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 698i02 B 1 14 -Ofl06 611754'.3 a] 1/24114 -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 a11/24114 -4- F1 IN WITNESS WHEREOF, the City and the Successor Agency enter into this Restated Agreement as of the date first set forth above. ATTEST: Adria M. Jimenez, CMC, City Clerk ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110 -0006 6117547.3 a11/24/14 CITY OF DOWNEY, a California municipal corporation By: Gilbert A. Livas, City Manager DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 -5- Gilbert A. Livas, Executive Director RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 33 This RESTATED AND AMENDED OPERATIVE AGREEMENT ( "Restated Agreement ") is entered into this day of , 2015, 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 ( "ABA 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 CalAth 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 6117547.3a]1/24/14 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 al 1/24/14 -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 a11/24/14 -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 a11/24114 -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 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, ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110.0006 6117547.3 a11/24/14 -5- Gilbert A. Livas, Executive Director RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 35 This RESTATED AND AMENDED OPERATIVE AGREEMENT ( "Restated Agreement ") is entered into this day of 2015, 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 ( "ABA 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 CalAth 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 /± 6117547.3a]1/24/14 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 A 1/24/14 -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 al 1/24/14 —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 61175473 a11124/14 —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 M 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 M ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110 -0006 6117547.3 el 1/24/14 -5- Gilbert A. Livas, Executive Director RESTATED AND AMENDED OPERATIVE AGREEMENT NO. 38 This RESTATED AND AMENDED OPERATIVE Agreement ") is entered into this _ day of City of Downey ( "City "), a California municipal corporation, Agency ( "Successor Agency "), a public agency pursuant section 34173, and is approved by the Oversight Board ( "Oversight Board "). AGREEMENT ( "Restated 2015, by and between the and the Downey Successor to Health and Safety Code of the Successor Agency 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 CalAth 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 6117547,3a11/24/14 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; 6481028110.6006 6117547 3 a11724 /14 -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 Repgymen_t 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 al 1/24/14 -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 —4— 6117547,0 al f12J/24,14 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: ATTEST: Adria M. Jimenez, CMC, City Clerk Gilbert A. Livas, City Manager DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110 -0006 6117547.3 a] 1/24/14 —5— Gilbert A. Livas, Executive Director RESTATED AND AMENDED AGREEMENT FOR CITY AID MASTER AGREEMENT This RESTATED AND AMENDED OPERATIVE Agreement ") is entered into this _ day of City of Downey ( "City "), a California municipal corporation, Agency ( "Successor Agency "), a public agency pursuant section 34173, and is approved by the Oversight Board ( "Oversight Board "). AGREEMENT ( "Restated , 2015, by and between the and the Downey Successor to Health and Safety Code of the Successor Agency 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 ( "ABA 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 CalAth 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 61175473 0 1/24/14 Exhibit 161" 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 6117547.9 al 1124/14 —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 aI1/24/14 -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 al 1124/14 -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 0 ATTEST: Adria M. Jimenez, CMC, City Clerk Gilbert A. Livas, City Manager DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 la ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110 -0006 6117547.3 at 1/24/14 'S' Gilbert A. Livas, Executive Director 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 PAGEFOUR 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 of Pgyment 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 i ORDINANCE NO. 07-1210 PAGE FIVE an amount equal to funds needed by the Commission as indicated in the report within 30 days of the City's receipt of the report. 5. Use of Funds. The Commission shall use the funds in accordance with the Community Redevelopment law of the State of California. 6. Repayment of Loan. The Commission shall repay the loan and pay interest thereon, at the rate of 12% per annum, to the City from any available financial resources of the Commission, including the portion of taxes mentioned in Section 33670 of the Health and Safety Code of the State of California, which are generally known as property tax increment revenues. 7. defaults. Remedies. The payment of these amounts by the Commission shall be secured by "tax increment generated from the Projects," which, for the purposes of this Agreement shall mean property taxes paid on taxable property within the Projects and annually allocated and paid to the Commission pursuant to Section 33670 et seg._ of the California Health and Safety Code, subject to (1) any amounts required to be set aside for low- and moderate - income housing purposes pursuant to California Health and Safety Code Section 33334.6 and (2) all existing or future bonded indebtedness incurred by the Commission relating to the implementation of the Redevelopment Plans for the Projects. The City shall have a lien against such tax increment generated from the Projects in the amount of any unpaid past -due payments. Failure by the Commission to make the above - described payments shall constitute a default under this Agreement, and the City may institute legal action to cure, correct or remedy such default, to recover damages for such default, or to obtain any other remedy including injunctive or declaratory relief, consistent with the purpose of this Agreement. 8. Indebtedness of Commission. This Agreement constitutes an indebtedness of the Commission incurred in carrying out the Projects, and a pledging of tax allocations from the Projects to repay the indebtedness, under the provisions of Section 16 of Article XVI of the California Constitution and Sections 33670 -33674 of the Health and Safety Code; provided, however, that the pledge of tax allocations shall always be subordinate and subject to the right of the Commission to pledge or commit tax allocations from the Projects to repay bonds or other indebtedness incurred by the Commission in carrying out the Projects. ORDINANCE NO. 07 -1210 PAGE SIX 3� 9. Alternate Repayment, The Commission shall be entitled to repay the loan from the proceeds of tax allocation bonds that the Commission may issue for such purpose in the future. 10. Liability and Indemnification. Pursuant to Section 895.4 of the Government Code, the Commission and the City agree that each will assume the full liability imposed on it or any of its officers, agents or employees for injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, and each party agrees to indemnify and hold harmless the other party for any loss, cost or expense that may be imposed on the other party by virtue of Sections 895.2 and 895.6 of the Government Code, 11. Termination of Ailreement . This Agreement and the obligations of the City and the Commission shall terminate on written notice by either party of such termination, or until the termination of the Projects, whichever occurs first. THE PARTIES have executed this Agreement as of the date stated above. ATTEST: COMMUITY DEVELOPMENT COMMISSION OF THE CITY OF DOWNEY GERALD M. CATON, Executive Director CITY OF DOWNEY, a Municipal Corporation RICK TREJO, ayor APPROVED TO FORM: KA r-N L. MIDSTOKKE, City Clerk CHARLES S. VOSE, City Attorney RESTATED AND AMENDED PUBLIC WORKS MASTER AGREEMENTS This RESTATED AND AMENDED OPERATIVE AGREEMENT ( "Restated Agreement ") is entered into this day of ., 2015, 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 Public Works Agreement for Amendment No. 4 Project Area and Woodruff Redevelopment Project Area, dated April 10, 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 $6,200,000.00 (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 ( "ABA 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 CalAth 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 698/028110 -0006 6117547.3 al 1/24114 Exhibit "J" 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. 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 a] 1/24/14 -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 6981028110-0006 6117547.3 a11/24/14 —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] 69810281 10,0006 6? 17 547. 3 a) 1/24/14 -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 13 ATTEST: Ad ria M Jimenez, CMC, City Clerk Gilbert A. Livas, City Manager DOWNEY SUCCESSOR AGENCY, a public agency pursuant to Health and Safety Code section 34173 M ATTEST: Adria M. Jimenez, Secretary APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney 698/028110 -0006 6117547,3 a11/24/14 -5- Gilbert A. Livas, Executive Director ORDINANCE NO. 07 -1210 PAGE SEVEN EXHIBIT B PUBLIC WORKS AGREEMENT (AMENDMENT NUMBER 4 OF FIRESTONE REDEVELOPMENT PROJECT) THIS AGREEMENT is entered into on APzi.i 10 , 2007, between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF DOWNEY, CALIFORNIA, a public body, corporate and politic ( "Commission "), and the CITY OF DOWNEY, CALIFORNIA, a municipal corporation ( "City ") RECITALS A. The Commission is undertaking certain activities necessary for the execution of the Firestone Amendment Number 4 Redevelopment Project (the "Project ") under the provisions of the California Community Redevelopment Law and pursuant to the Redevelopment Plan for the Project. B. The Commission and the City Council of the City have determined that certain street, utility and other public improvements described in this Agreement are of benefit to the Project and that no other reasonable means of financing such improvements is available to the community. FOLLOWS: AGREEMENTS NOW, THEREFORE, THE COMMISSION AND THE CITY AGREE AS Public Improvement Work. The City shall cause to be designed, constructed and installed within, or of benefit to, the Project certain street, utility and other public improvements (the "improvements ") in a satisfactory and proper manner pursuant to plans and specification to be prepared by the City and submitted to Commission prior to obtaining bids. The Improvements are described in Exhibit "A," attached hereto and made a part of this Agreement. 2. Right-of-Way Acquisition. The City shall acquire all land, rights -of -way and other property interests as necessary in order to complete the Improvements. 3. Time of Performance. Prior to July 20 of each year during which this Agreement is in effect, the Executive Director of the Commission shall direct the City Exhibit "A" ORDINANCE NO. 07 -1210 PAGE EIGHT Engineer, in writing, as to what portion of the Improvements listed in Exhibit "A" are to be constructed during the coming fiscal year of the Commission. Such direction shall list the Improvements to be constructed, and shall contain an amount (the "amount ") of estimate of the cost of such Improvements. Such direction shall also be in accordance with the adopted budget of the Commission. 4. Loan and Method of Payment. a. Repayment. The Commission shall repay the loan and pay interest thereon, at the rate of 7% per annum, to the City from any available financial resources of the Commission, including the portion of taxes mentioned in Section 33670 of the Health and Safety Code of the State of California, which are generally known as property tax increment revenues. b. Maximum Loans. The total amount to be loaned by the Commission for all work performed under this Agreement shall not exceed the sum of THIRTY MILLION DOLLARS ($30,000,000.00) without further Commission and City approval. C. Defaults,_ Remedies. The payment of these amounts by the Commission shall be secured by "tax increment generated from the project area," which, for the purposes of this Agreement, shall mean property taxes paid on taxable property within the Firestone Amendment Number 4 Redevelopment Project Area and annually allocated and paid to the Commission pursuant to Section 33670 et seq. of the California Health and Safety Code, subject to (1) any amounts required to be set aside or low- and moderate - income housing purposes pursuant to California Health and Safety Code Section 33334.6 and (2) all existing or future bonded indebtedness incurred by the Commission relating to the implementation of the Redevelopment Plan for the Project. The City shall have a lien against such tax increment generated from the Project in the amount of any unpaid, past -due payments. Failure by the Commission to make the above - described payments shall constitute a default under this Agreement, and the City may institute legal action to cure, correct or remedy such default, to recover damages for such default or to obtain any ORDINANCE NO. 07 -1210 PAGE NINE other remedy, including injunctive or declaratory relief, consistent with the purpose of this Agreement. 5. Indebtedness of Commission. This Agreement constitutes an indebtedness of the Commission incurred in carrying out the Project, and a pledging of tax allocations from the Project to repay the indebtedness, under the provisions of Section 16 of Article XVI of the California Constitution and Sections 33670 -33674 of the Health and Safety Code; provided, however, that the pledge of tax allocations shall always be subordinate and subject to the right of the Commission to pledge or commit tax allocations from the Project to repay bonds or other indebtedness incurred by the Commission in carrying out the Project. 6. Liability and Indemnification. Pursuant to Section 895.4 of the Government Code, the Commission and the City agree that each will assume the full liability imposed on it or any of its officers, agents or employees for injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, and each party agrees to indemnify and hold harmless the other party for any loss, cost or expense that may be imposed on the other party by virtue of Sections 895.2 and 895.6 of the Government Code. 7. Termination of Agreement. This Agreement and the obligations of the City and the Commission shall terminate on the completion of the Improvements by the City and the full payment by the Commission to the City of the costs for the improvements as provided in this Agreement. THE PARTIES have executed this Agreement as of the date stated above APPROVED S FOR CHARLES S. VOSE, City omey EST; Q H I EN L. MIDSTO'K E, City Clerk COMMUNITY DEVELOPMENT COMMIS ON OF THE CITY OF DOWNEY GERALD M. CATON, Executive Director CITY OF DOWNEY, CALIFORNIA, a Munici al Corpor i RI K TR , ayor ORDINANCE NO. 07 -1210 PAGE TEN Exhibit A Firestone Amendment Number 4 Redevelopment Project Area Capital Needs Public-Parking Garages Streetlight upgrade or replacement Firestone Amendment Number 4 landscape and landscape master plan and implementation Traffic signalization upgrade Transportation Over and underpasses Bridges Street improvements Streetscape improvements Curbs, gutters and sidewalks Streetlights Traffic signals and signage Motor vehicle parking facilities Utilities Sewers and storm drains Electrical distribution systems Water distribution systems Communication systems Undergrounding of utility overhead lines Recreation Parks, plazas and playgrounds Landscaped areas and pedestrian paths Public Facilities Construction, rehabilitation and upgrading of police, education, recreation, library, fire, public health and other public facilities buildings.