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HomeMy WebLinkAboutDraft letter to the California Department of Finance dated April 10, 2012Office of the City Manager Doug Evans, Lead Budget Analyst California Department of Finance 915 L Street, 8th Floor Sacramento, California 95814 '• Successor Tustin Community Redevelopment Initial Recognized Obligation Dear Mr. Evans: This letter responds to your letter dated March 29, 2012 ( "March 29 Letter ") about the initial Recognized Obligation Payment Schedule ( "ROPS ") submitted to the State Department of Finance ( "DoF ") by the City of Tustin Acting as Successor Agency to the Tustin Community Redevelopment Agency ( "Successor Agency"), pursuant to Assembly Bill X1 26 ( "Dissolution Act "). The City of Tustin ( "City ") as Successor Agency (herein together referred to as "Tustin ") appreciates the time and efforts committed by the DoF staff, including Todd Vermillion and you, to discuss and exchange information about the Enforceable Obligations listed in the RODS. Tustin respectfully disagrees with several issues and conclusions stated in the DoF's March 29 Letter (and prior correspondence) about certain items in the ROPE, While the Successor Agency has revised this ROPS to address DoF's concerns, which amended ROPS was approved by the Oversight Board on April 10, 2012, in order to allow former tax increment to be paid from the Redevelopment Property Tax Trust Fund established by the Orange County Auditor- Controller ( "Trust Fund ") to the Successor Agency in June 2012 (and thereafter) to meet debt service on outstanding bonds and other Enforceable Obligations, by this letter Tustin states its formal written objection to removing certain items from the ROPS. The ROPE has been revised by the Successor Agency and approved by the Oversight Board as follows: i Used the new template that has only recently posted on the DoF web -site; ® Incorporated a numbering system to identify each Enforceable Obligation (with subparts); • Identified the amount of former tax increment monies necessary for each obligation to be paid from the Trust Fund; • Identified an administrative cost allowance consistent with Administrative Budget approved by the Oversight Board; 3001 (wentennial Way, Tustin, (A 92780 a (': (7 14) 573 -30110 0 Y (7 14) 818 -1602 0 www.tustinca,orl BUILDING OUR FUTURE HONORING OUR PAST California De�#jartmen�)f Ww" April 10, 2012 Page 2 Confirmed that the Enforceable Obligations listed on the ROPS were not duplicated in the Cooperative Agreements (see notations which follow regarding Cooperative Agreements); and Removed several items from the RODS (please note that numbering referenced in the March 29 Letter and assigned by DoF may no longer be applicable) so the Successor Agency will not be delayed in receipt of monies from the Trust Fund to pay and meet Enforceable Obligations. Made several other minor modifications largely affecting the dollar amounts on individual Enforceable Obligations to reflect more updated information provided by operating departments and reviewed by the Finance Department A narrative summary description of revisions requested by DOF is included as Attachment I to this letter. Note that several items are highlighted because Tustin believes DoF's determinations are premature and wrong. As to several items at issue, while removed from the RODS as noted, nonetheless, Tustin has prepared and submits additional information and requests respectfully that DoF reconsider such items and reach the conclusion each is a valid Enforceable Obligation payable from the Trust Fund under the Dissolution Act. Based on DoF's objections and directive in the March 29 Letter and from discussion between Tustin and DoF representatives, the Successor Agency removed such items from the ROPE; however, Tustin notifies the DoF that the amended ROPS is submitted under protest and with a reservation of rights. The Successor Agency, the City and the Oversight Board hereby reserve all of their rights to seek a writ, declaratory relief, and to receive monies from the Trust Fund to pay each obligation removed from the RODS. Each item should be considered and deemed "subject to dispute". To the extent the Successor Agency or the City incurs damages, actual and/or consequential, or there are other financial or legal impacts to Tustin or a third party as a result of removal of these protested RODS items, or their removal affects the ability of the Successor Agency later to receive adequate monies from the Trust Fund to meet legal obligations and to pay debt service, Tustin will seek redress in the courts and avail itself of any and all remedies at law and equity against the State. The amended BOPS is attached and identified as the First Amended Initial Recognized Obligation Payment Schedule ("First Amended ROPS"). Should any issues remain of concern to DoF, we would request that DoF at least approve the First Amended ROPE, with certain items subject to dispute so there are no delays in allocation of monies to the Successor Agency by the County from the Trust Fund. The DoF is notified that if there are delays in payment, the Successor Agency may not have adequate available funds to meet Doug Evans, Lead Budget Analyst California Department of Finance April 10, 2012 Page 3 outstanding bonds. Late payment and /or non - payment by Tustin will be as a result of and be proximately caused by the DoF's actions and determinations regarding the ROPS. The Successor Agency in the first tax increment distribution in December was not allocated adequate monies to fully fund bond reserves and make debt service payments, which will necessitate that the next payments be made out of reserves. This is not an intended consequence of the Dissolution Act and is an alleged violation thereof. Tustin has taken every reasonable step to explain certain unique facts applicable to Tustin and to discuss intelligently and with an open mind the issues in dispute, all toward a mutual resolution; but to date Tustin and DoF have been unable to reach consensus on the ROPS. Tustin is ready to continue to meet and confer with the DoF and /or the County Auditor - Controller or State Controller's Office about the disputed items in the ROPS, but this letter confirms the ROPS was revised and is submitted to the DoF "under protest". In this regard, Tustin reserves all rights to pursue any remedies it has at law or equity. Of additional note, the Oversight Board at its regular meeting on April 10, 2012, received this letter and concurs with the Successor Agency's request for DoF reconsideration of many of the items removed from the initial BOPS. Should you have any questions, please do not hesitate to contact either Christine Shingleton at (714) 573 -3017 or Finance Director Pamela Arends -King at (714) 573 -3160. Sincerely, f je re ker C ' ager and Executive Director cc: Christine Shingleton, Assistant Executive Director Pamela Arends -King, Finance Director John Buchanan, Program Manager Jerry Craig, Program Manager Members of the Oversight Board Members of the Successor Agency David Kendig, Esq., City Attorney Referenced Initial ROPS Items in Department of Finance letter of March 29, 2019 Item #1 - Affordable Housing Reimbursement Agreement and First Amendment dated June 5, 2007 and January 15, 2010, respectively. $16,148,711 was the noted balance remaining owed to the City. The DoF letter notes that HSC Section 34171 (2) states that loans between the entity that created the RDA and the former RDA are only enforceable if made within the first two years of the RDA's existence. This item has been removed from the First Amended ROPS, but the Successor Agency challenges and protests the DoF determination on the original Affordable Housing Reimbursement Agreement which is the complete $16,148,711 total outstanding debt or obligation and DoFs determination on this matter. HSC 34178(b)(1) states that a "duly authorized written agreement entered into at the time of issuance, but in no event later than December 31, 2010, of indebtedness obligations, and solely for the purpose of securing or repaying those indebtedness obligations" are not invalid and may bind the successor agency. HSC 34178 also states that a successor entity wishing to enter into or reenter into agreements with the city, county, or city and county that formed the redevelopment agency that it is succeeding may do so upon obtaining the approval of the oversight board. At the March 27, 2012 meeting of the Oversight Board to the Successor Agency of the Tustin Community Redevelopment Agency, the Oversight Board affirmed and reinforced that the financial responsibilities under the June 5, 2007 Reimbursement Agreement, including the debt service and the remaining obligation of $16,148,711 was an enforceable obligation and recognized obligation of the Successor Agency. Further, Section 34180 first requires the approval of the Oversight Board for the establishment of new repayment terms for outstanding loans where the terms have not been specified prior to the enactment of AB 1X 26. The Oversight Board in its action also affirmed a debt service schedule for the remaining obligations under the Reimbursement Agreement, as originally agreed upon. 0 Item #2 - Second Amendment to Affordable Housing Reimbursement Agreement. I IMAM* a Item #3 - Promissory Note between the City of Tustin and Tustin Community Redevelopment Agency in the amount of $20,978,895. This item has been removed from the First Amended ROPE. Item #5 - Cooperative Agreement between the City and Redevelopment Agency dated February 1, 2011 for $155 Million. This item has been removed from the revised First Amended ROPS. However, based on the Cooperative Agreement which was a valid contract when executed, the Item #6 - Arbor Walk Promissory Notes with total outstanding debt or obligation of $1,939,090, The outstanding debt obligation in the amount shown has been removed from the First Amended BOPS, but it is not the loan repayments that create the enforceable obligation but the required monitoring and administration of the promissory note by the Successor Agency which will continue to be required and the necessary project staff support for this monitoring should remain as an enforceable obligation and has been described and remains on the First Amended ROPE. The passage of AB 1X 26 (the "Dissolution Act") did not eliminate all provisions of Community Redevelopment Law found in California Health and Safety Code Sections 33000 et seq. HSC Section 34173 obligates the Successor Agency to continue to enforce all parts of Community Redevelopment Law that were not repealed, restricted or revised. "Section 34173(b), Except for those provisions of the Community Redevelopment Law that are repealed, restricted or revised pursuant to the act adding this part, all authority, rights, powers, duties, and obligations previously vested with former redevelopment agencies, under Community Redevelopment Law, are hereby vested in the successor agencies." a - • -0 - I - - • 0 2 • - I * - W fflm��� .9 i M re MM11,91 JIM n J1L1!M!L!jJzL9 A 20111#141*1 Jill lies A A "Section 34176(c), Commencing on the operative date of this part, the entity assuming the housing functions formerly performed by the redevelopment agency may enforce affordability covenants and perform related activities pursuant to applicable provisions of Community Redevelopment Law (Part 1, commencing with Section 33000), including, but not limited to, Section 33418." HSC Section 33418 requires the agency to monitor affordable housing, maintain an affordable housing database and to fund monitoring activities at a sufficient level to insure compliance with applicable laws and agreements. 0 "Section 33418(c), The agency shall compile and maintain a database of existing, new and substantially rehabilitated housing units developed or otherwise assisted with moneys from the Low and Moderate Income Housing Fund, or otherwise counted towards the requirements of subdivision (a) or (b) of Section 33413." "Section 33418(d) The agency shall adequately fund its monitoring activities as needed to insure compliance of applicable laws and agreements in relation to affordable units." In order to assure the Agency that each unit would remain an Affordable Housing Unit for forty-five years as required by HSC Section 33334.3(f)(1)(B), an Affordable Housing Covenant was recorded against each property. The payment of the Affordable Housing Promissory Note and the performance of the homeowner's of Trust with Assignment of Rents. The Affordable Housing Covenant does not permit the homeowner to rent their home. The Covenant requires the homeowners to resell the unit to an affordable household at an affordable housing cost for the appropriate income category. The Covenant restricts the homeowner from transferring the unit without agency approval and requires agency approval of the household purchasing the unit from the homeowner. In addition, the Covenant requires agency approval when a homeowner refinances their unit. In consideration of the following: 1) Dissolution Act did not repeal, restrict or revise Community Redevelopment Law affordable housing monitoring provisions and, in fact, makes it clear that the successor agency is to continue these activities; and 2) there are existing recorded affordable housing documents recorded against each affordable housing unit, the Successor Agency believes the necessary project staff support to monitor is an enforceable obligation as has been described and should remain on the First Amended ROPS. The necessary project staff support costs are listed in Row #11 — Direct Project Related Costs. t Item #7- Affordable Housing Default Fund balance of $887,124. Items #9, 11, 12 - Working Capital Loan and Advances and Loan. The City advanced the Agency for the Town Center Project $374,200 (Item #9), for the MCAS 9 Tustin Project Area $1,548,800 (Item #12) and for the South Central Project Area $312,200 (Item #11). In addition, another operating advance loan to the South Central Area was granted in the amount of $4,650,000. ® Items #10 and #16 -Heritage Loan Agreement in the amount of $175,000. The outstanding debt obligation in the amount shown has been removed from the First Amended FLOPS, but it is not the loan repayments that create the enforceable obligation but the required monitoring and administration of the promissory note by the Successor Agency which will continue to be required. The necessary project staff support for this monitoring should remain as an enforceable obligation and that function has been described and remains on the First Amended MOPS. The outstanding debt obligation in the amount shown has been removed from the First Amended ROPS, but it is not the loan repayments that create the enforceable obligation but the required monitoring and administration of the promissory note by the Successor Agency which will continue to be required. The necessary project staff support for this monitoring should remain as an enforceable obligation and that function has been described and remains on the First Amended ROPS, The passage of AB 1X 26 (the "Dissolution Act") did not eliminate all provisions of Community Redevelopment Law found in California Health and Safety Code Sections 33000 et seq. HSC Section 34173 obligates the Successor Agency to continue to enforce all parts of Community Redevelopment Law that were not repealed, restricted or revised. "Section 34173(b), Except for those provisions of the Community Redevelopment Law that are repealed, restricted or revised pursuant to the act adding this part, all authority, rights, powers, duties, and obligations previously vested with former redevelopment agencies, under Community Redevelopment Law, are hereby vested in the successor agencies." HSC Section 34176 requires the entity responsible for housing functions to enforce affordability covenants and perform monitoring functions pursuant to HSC Section 33418. "Section 34176(c), Commencing on the operative date of this part, the entity assuming the housing functions formerly performed by the redevelopment agency may CI enforce affordability covenants and perform related activities pursuant to applicable provisions of Community Redevelopment Law (Part 1, commencing with Section 33000), including, but not limited to, Section 33418." HSC Section 33418 requires the agency to monitor affordable housing, maintain an 2ffordable housing database and to fund monitoring activities at a sufficient level to insure compliance with applicable laws and agreements. "Section 33418(a) An agency shall monitor, on an ongoing basis, any housing affordable to persons and families of low or moderate income developed or otherwise made available pursuant to any provisions of this part. As part of this monitoring, an agency shall require owners or managers of the housing to submit an annual report to the agency." "Section 33418(c), The agency shall compile and maintain a database of existing, new and substantially rehabilitated housing units developed or otherwise assisted with moneys from the Low and Moderate Income Housing Fund, or otherwise counted towards the requirements of subdivision (a) or (b) of Section 33413." "Section 33418(d) The agency shall adequately fund its monitoring activities as needed to insure compliance of applicable laws and agreements in relation to affordable units." In consideration of the following: 1) Dissolution Act did not repeal, restrict or revise. Community Redevelopment Law affordable housing monitoring provisions and, ir. fact, makes it clear that the successor agency is to continue these activities; and 2) the Agency has a loan agreement that is considered an enforceable obligation and requires monitoring as per the Agreement, the Successor Agency believes tha. necessary project staff support to monitor is an enforceable obligation as has been described and should remain on the First Amended ROP. The necessary projerk staff support costs are listed in Row #11 — Direct Project Related Costs. 11 Item #17 - Tustin Grove Promissory Notes in the amount of $655,237. The outstanding debt obligation in the amount shown has been removed from the First Amended ROPE, but it is not the loan repayments that create the enforceable obligation but the required monitoring and administration of the promissory note by the Successor Agency which will continue to be required. The passage of AB 1X 26 (the "Dissolution Act") did not eliminate all provisions of Community Redevelopment Law found in California Health and Safety Code Sections 33000 et seq. HSC 9 HSC Section 34176 requires the entity responsible for housing functions to enforce affordability covenants and perform monitoring functions pursuant to HSC Section 33418. "Section 34176(c), Commencing on the operative date of this part, the entity assuming the housing functions formerly performed by the redevelopment agency may enforce affordability covenants and perform related activities pursuant to applicable provisions of Community Redevelopment Law (Part 1, commencing with Section 33000), including, but not limited to, Section 33418." HSC Section 33418 requires the agency to monitor affordable housing, maintain an affordable housing database and to fund monitoring activities at a sufficient level to insure compliance with applicable laws and agreements. "Section 33418(a), An agency shall monitor, on an ongoing basis, any housing affordable to persons and families of low or moderate income developed or otherwise made available pursuant to any provisions of this part. As part of this monitoring, an agency shall require owners or managers of the housing to submit an annual report to the agency." "Section 33418(c), The agency shall compile and maintain a database of existing, new and substantially rehabilitated housing units developed or otherwise assisted with moneys from the Low and Moderate Income Housing Fund, or otherwise counted towards the requirements of subdivision (a) or (b) of Section 33413." "Section 33418(d), The agency shall adequately fund its monitoring activities as needed to insure compliance of applicable laws and agreements in relation to affordable units," 0 In consideration of the following: 1) the Dissolution Act did not repeal, restrict or revise Community Redevelopment Law affordable housing monitoring provisions and, in fact, makes it clear that the successor agency is to continue these activities; and 2) there are existing recorded affordable housing documents recorded against each affordable housing unit, the Successor Agency believes the necessary project staff support to monitor is an enforceable obligation as has been described and should remain on the First Amended ROP. The necessary project staff support costs are listed in Row #11 — Direct Project Related Costs. Item #19 -Cash Deficit MCAS Tustin Project Area in the amount of $8,543,378. The outstanding debt obligation in the amount shown has been removed from the First Amended ROPE. "However, the Successor Agency challenges and protests DoF determination on this matter. On April 1, 2007, the Agency entered into two related Note Purchase Agreements ir the amount of $19,900,000 Series B (Tax Exempt) and $5,100,000 Series A (Taxable) with Citigroup Global Markets, Inc. for acquisition of a 37 acre parcel in the South Central Project Area related to a major infrastructure project. The project and land acquisition costs were found to have benefit to the MCAS Tustin Project Area (RDA Resolution Nos. 07-01, 07-02, and 07-03), as necessary for the acquisition and implementation of the Phase I Newport Avenue Extension Project. Principal was payable in annual payments due in November of each year, for five years with the term of the notes originally ending in November 2012. Notes were secured at the time by tax increment revenue generated within the MCAS Tustin Project Area. When the City approached issuance of the 2010 Tax Allocation Bonds-MCAS Tustin, Series 2010 (see item #53 on the revised Initial ROPS), we were advised by our Financial Advisor on the anticipated bond measure that to have adequate response in the bond market, the initial remaining Note Purchase Agreements with Citigroup Global needed to be paid off in early November prior to the issuance and sale of the new 2010 Tax Allocation Bonds which would be reimbursed by expected 2011-12 tax increment. As a result, the Agency in anticipation of expected FY 2011- FA u 0 1=1 I 111;1�1�pili� 11111: 1111111111 ; I II I 1111 I i;;iiii; �011 I AMR W1 I n 1 *9 1 1 1 This item has been removed from the First Amended ROPS, but the Successor Agency challenges and protests the DoF determination on this contract. On December 7, 2010, the Tustin City Council and Tustin Community Redevelopment Agency (RDA) approved and authorized the execution of a "Consultant Services Agreement for Property Management/Caretaker Services for a Portion of Tustin Legacy between the City of Tustin and So Cal Sandbags, Inc. (The "Original Agreement") to ensure the continued provision of required property maintenance and erosion control services on City owned and leased property within the MCAS Tustin Redevelopment Project Area (the MCAS Tustin Redevelopment Project Area includes a large portion of the former MCAS Tustin closed by the Department of the Navy pursuant to the Base Closure and Realignment Act of 1990, as amended). The Original Agreement authorized a "Not to Exceed total Compensation Amount" of $547,524 with authorization granted to renew the contract annually, subject to budget appropriations. The RDA, on behalf of the City, initially assumed property maintenance responsibilities in May 2002 upon conveyance of property pursuant to the Economic Development Conveyance (EDC) Agreement, executed May 5, 2002, between the United States of America (acting by and through the Department of the Navy) and the City of Tustin. This umbrella EDC Agreement also resulted in two Leases in Furtherance • Conveyance entered into between the City and the Department of the Navy wherein a significant amount of property was leased by the Navy in anticipation of future conveyance and subject to the City assuming (and the Agency funding) all maintenance responsibilities until conveyance of the property to the local redevelopment authority. With the exception of a short time period from June 2007 through August 2010 when a particular Master Developer maintained the site (who defaulted on its obligations), the Agency has continually funded and overseen property management/caretaker services within the MCAS Tustin Project Area from 2002 to the present. Prior approval of the EDC, a detailed application for the property, which included a Business and Operational Plan identified the necessity to perform various property management and caretaker services within the MCAS Tustin Project Area until conveyance of various portions of the property to third parties. Aside from land- based funding options (i.e., Land Sales Proceeds, Developer Infrastructure Payments) that would enable the City to implement its redevelopment activities within the MCAS Tustin Project Area, redevelopment funding (i.e., tax increment) was committed as the primary local investment funding source for activities such as property management/caretaker services. The Navy's decision to convey the In addition to performing the required erosion and sediment control obligations across the site, property maintenance must continue to be performed (e.g., weed control/abatement, litter collection, etc.)to protect existing grading and fill sites that have been created for certain Tustin Legacy Backbone Infrastructure (i.e., Tustin Ranch Road Phase I project boundaries, ramps for pedestrian walkways to cross Armstrong Road, Warner Avenue and Tustin Ranch Road), fire prevention, access control to the property (e.g., perimeter fencing, Hangar 29), and maintenance of security fencing and gates. Until the responsibility of various Disposition Parcels are transferred, and until such time as a new developer(s) or specific capital improvement projects are identified for all remaining portions of the property or portions • the property (depending on the strategy selected), management of ,voperties • the properties. Item #25 - John Laing Homes Parcel 33 and 34 Disposition and Development Agreements for an estimated $1,211,273. im "Section 33413(b)(2)(A)(i), Prior to the time limit on the effectiveness of the redevelopment plan established pursuant to HSC Sections 33333.2, 33333.6, and 33333.10 at least 15 percent of all new and substantially rehabilitated dwelling units developed within a project area 'under the jurisdiction of an agency by public or private entities or persons other than the agency shall be available at affordable housing cost to, and occupied by, persons and families of low or moderate income." In addition, Item #1 — The Affordable Housing Reimbursement Agreement required the agency to carry out its functions under the Community Redevelopment Law, including monitoring affordable housing. The passage of AB 1X 26 (the "Dissolution Act") did not eliminate all provisions of Community Redevelopment Law found in California Health and Safety Code Sections 33000 et seq. HSC Section 34173 obligates the Successor Agency to continue to enforce all parts of Community Redevelopment Law that were not repealed, restricted or revised. Except for those provisions of the Community Redevelopment Law that are repealed, restricted or revised pursuant to the act adding this part, all authority, rights, powers, duties, and obligations previously vested with former redevelopment agencies, under Community Redevelopment Law, 2re hereby vested in the successor agencies," Section 34176 requires the entity responsible for housing functions to enforce affordability covenants and perform monitoring functions pursuant to HSC Section 33418. "Section 34176(c), Commencing on the operative date of this part, the entity assuming the housing functions formerly performed by the redevelopment agency may enforce affordability covenants and perform related activities pursuant to applicable provisions of Community Redevelopment Law (Part 1, commencing with Section 33000), including, but not limited to, Section 33418." IM RSC Section 33418 requires the agency to monitor affordable housing, maintain an affordable housing database and to fund monitoring activities at a sufficient level to insure compliance with applicable laws and agreements. "Section 33418(c), The agency shall compile and maintain a database of existing, new and substantially rehabilitated housing units developed or otherwise assisted with moneys from the Low and Moderate Income Housing Fund, or otherwise counted towards the requirements of subdivision (a) or (b) of Section 33413." "Section 33418(d) The agency shall adequately fund its monitoring activities as needed to insure compliance of applicable laws and agreements in relation to affordable units." In order to assure the Agency that each unit would remain an Affordable Housing Unit for forty-five years as required by HSC Section 33334.3(f)(1)(B), an Affordable Housing Covenant was recorded against each property. The payment of the Affordable Housing Promissory Note and the performance of the homeowner's obligations under the Affordable Housing Covenant are secured by a recorded Deed of Trust with Assignment of Rents. The Affordable Housing Covenant does not permit the homeowner to rent their home. The Covenant requires the homeowners to resell the Unit to an affordable household at an affordable housing cost for the appropriate income category. The Covenant restricts the homeowner from transferring the unit without agency approval and requires agency approval of the household purchasing the unit from the homeowner. In addition, the Covenant requires agency approval when a homeowner refinances their uivit. In consideration of the following: 1) the Dissolution Act did not repeal, restrict or revise Community Redevelopment Law affordable housing monitoring provisions and, in fact, makes it clear that the successor agency is to continue these activities; and 2) the agency is responsible for carrying out the redevelopment obligations, including the monitoring of the affordable housing units, identified in the DDAs and the Affordable Housing Reimbursement Agreement, the Successor Agency believes the necessary project staff support to monitor is an enforceable obligation as has been described and should be included on the First Amended ROP. The John Laing Homes Parcel 33 and 34 DDAs should be included on the ROP with the note that im the necessary project staff support costs are included in Row #11 — Direct Project Related Costs. Item #26 - Columbus Square and Columbus Grove Housing Agreements fix $1,607,773. "Section 33413(b)(2)(A)(i) Prior to the time limit on the effectiveness of the redevelopment plan established pursuant to DISC Sections 33333.2, 33333.6, and 33333.10 at least 15 percen of all new and substantially rehabilitated dwelling units developed within a project area under the jurisdiction of an agency by public or private entities or persons other than the agency shall be available at affordable housing cost to, and occupied by, persons and families of low or moderate income." The passage of AB1X 26 (the "Dissolution Act") did not eliminate all provisions of Community Redevelopment Law found in California Health and Safety Code Sections 33000 et seq. HSC Section 34173 obligates the Successor Agency to continue to enforce all parts of Community Redevelopment Law that were not repealed, restricted or revised. ASC Section 34176 requires the entity responsible for housing functions to enforot 2ffordability covenants and perform monitoring functions pursuant to HSC Section 33418. "Section 34176(c), Commencing on the operative date of this part, the entity assuming the housing functions formerly performed by the redevelopment agency may enforce affordability covenants and perform related activities pursuant to applicable provisions of Community Redevelopment Law (Part 1, im commencing with Section 33000), including, but not limited to, Section 33418." HSC Section 33418 requires the agency to monitor affordable housing, maintain an affordable housing database and to fund monitoring activities at a sufficient level to insure compliance with applicable laws and agreements. "Section 33418(a) An agency shall monitor, on an ongoing basis, any housing affordable tf! persons and families of low or moderate income developed or otherwist made available pursuant to any provisions of this part. As part of this monitoring, an agency shall require owners or managers of the housing to submit an annual report to the agency." "Section 33418(c), The agency shall compile and maintain a database of existing, new and substantially rehabilitated housing units developed or otherwise assisted with moneys from the Low and Moderate Income Housing Fund, or otherwise counted towards the requirements of subdivision (a) or (b) of Section 33413." "Section 33418(d) The agency shall adequately fund its monitoring activities as needed to insure compliance of applicable laws and agreements in relation to affordable units." In order to assure the Agency that each unit would remain an Affordable Housing Unit for forty-five years as required by HSC Section 33334.3(f)(1)(B), an Affordable Housing Covenant was recorded against each property. The payment of the Affordable Housing Promissory Note and the performance of the homeowner's obligations under the Affordable Housing Covenant are secured by a recorded Deed of Trust with Assignment of Rents. The Affordable Housing Covenant does not permit the homeowner to rent their home. The Covenant requires the homeowners to resell the Unit to an affordable household at an affordable housing cost for the appropriate income category. The Covenant restricts the homeowner from transferring the unit without agency approval and requires agency approval of the household purchasing the unit from the homeowner. In addition, the Covenant requires agency approval when a homeowner refinances their unit. In consideration of the following: 1) Dissolution Act did not repeal, restrict or revise Community Redevelopment Law affordable housing monitoring provisions and, in fact, makes it clear that the successor agency is to continue these activities; and 2) the agency is responsible for carrying out the redevelopment obligations, including the monitoring of the affordable housing units, identified in the Affordable Housing Agreements, the Successor Agency believes the necessary project staff support to monitor is an enforceable obligation as has been described and should remain on IV, the First Amended ROP. The Columbus Square and Columbus Grove Housing Agreements should remain on the ROP with the note that the necessary project staff support costs are included in Row #11 — Direct Project Related Costs. im m — - 0 0 - M =r C: (D (D cr a) o a) CD 0 CD 1 0 4F ( S: a 0 3 v o < ua 0 CD P. cQ 0 0) =r o CD 0 03 CL < CD 0 . 0 66, %a- O a) Er o — CD 52 :E CD 0 CD w co M cr Er" 0 < CL 3 @ Af CD a- CD CD 0 0 0 a f CL �l R co 0 C: < (00 m > co O)o 0 cr a* cc c 0 am CD ch Go 0 M 0 3 c O31 1371 0 w CL (a 0 Lr CD 0 0 r Er a7 0 V 0 0 cn R CL (D 0 a) CD ga CL =< 3 Q CD X Q A . A (a - n :r 0 c 0 cu a M cr C 0 CD m w Z =r 0 0 C CD 0.0 M a) 20 m c x 0 (D 0 a C: CL �l O OD O x c 0 M 0 -1 (D 0 A. -*� A. ID 0 o Q C cr Mt CL .]*P." = V M -n Ott C tD • fmp� 0 Ua 0 0 tl� m CL (D m To Ch m z 0 tir m m 0 m 0 • C) z 0 F M M -q • 3: 0 0 • z 0 C- c z m m z " I 0 (1) 0 X m m X a c r - m • z (1) 0 Irl r m 0 R co 0 4 co (00 co O)o 0 ! a* cc 0 ch Go co O31 1371 9 p p O OD O x c 0 M 0 -1 (D 0 A. -*� A. ID 0 o Q C cr Mt CL .]*P." = V M -n Ott C tD • fmp� 0 Ua 0 0 tl� m CL (D m To Ch m z 0 tir m m 0 m 0 • C) z 0 F M M -q • 3: 0 0 • z 0 C- c z m m z " I 0 (1) 0 X m m X a c r - m • z (1) 0 Irl r m 0 R O OD O x c 0 M 0 -1 (D 0 A. -*� A. ID 0 o Q C cr Mt CL .]*P." = V M -n Ott C tD • fmp� 0 Ua 0 0 tl� m CL (D m To Ch m z 0 tir m m 0 m 0 • C) z 0 F M M -q • 3: 0 0 • z 0 C- c z m m z " I 0 (1) 0 X m m X a c r - m • z (1) 0 Irl r m 0 FORM A - Redevelopment Property Tax Trust Fund (RPTTF) Name of Redevelopment Agency:Successor Agency to the Tustin Community Redevelopment Agency Project Area(s)RDA Project Area All DRAFT RECOGNIZED OBLIGATION PAYMENT SCHEDULE Per AB 26 - Section 34177 (*) Payable from the Redevelopment Property Tax Trust Fund (RPTTF) Total Due During *** Contract/AgreementPayments by month Total Outstanding Fiscal YearFunding Project Name / Debt ObligationExecution DatePayeeDescriptionJan 2012Feb 2012Mar 2012Apr 2012May 2012Jun 2012Total Project AreaProject AreaDebt or Obligation 2011-2012**Source 1)Housing Tax Allocation Bonds, Series 20103/1/2010Bondholders via The Bank of New York MellonProceeds from the sale of the Bonds will be used to (a) All42,480,4913,097,209RPTTF565,9701,270,453$ 1,836,423 prepay a portion of the City Obligation (Affordable Housing Reimbursement Agreement), (b) fund a reserve account for the Bonds, and (c) provide for the cost of issuing the Bonds. Total outstanding debt includes principal and interest. 2)Fiscal Agent Fees - TA Bond 20101/19/2010The Bank of New York Mellonadministration of bond activities [paid in the first 6 months of All3,3003,300RPTTF$ - FY 2011-2012] 3)Continuing disclosure services & arbitrage services10/30/2010 & 8/12/1993Applied Best Practices; Willdan & AssociatesContinuing disclosure services for 2010 Housing bonds and All4,3501,350RPTTF1,35 0$ 1,350 arbitrage services. 4)County Administrative FeeCounty of Orangeannual tax collection administrative feeAll213,000213,000RPTTF213,000$ 213,000 5)Auditing Services6/1/2011White, Nelson, Diehl, Evans, LLPauditing of annual Agency expendituresAll36,62612,209RPTTF4,070$ 4,070 6)Graffiti removal10/1/2008Graffiti Control SystemsGraffiti removal in the Town Center and South Central All55,00055,000RPTTF6,5006,5006,5006,5006,5006,400$ 38,900 Redevelopment Project Areas. Contract is paid for through CDBG, General and RDA funds. 7)Contract for available commercial property search9/29/2010LoopNet, Inc.Web-based Commercial Property Search for available retail, All3,5003,500RPTTF3,500$ 3,500 commercial, industrial and other property types in Tustin 8)Contract for web-based business assistance information3/18/2011Tools for Business Success, LLCWeb-based business assistance tools available on the City of All1,1401,140RPTTF1,140$ 1,140 Tustin website 9)Contract for Legal ServicesvariousWoodruff, Spradlin & Smartlegal counsel - public law & specialty legal council as needed All1,100,0001,100,000RPTTF90,00092,00092,00092,00092,00092,000$ 550,000 (Including: Stradling Yocca Carlson & Rauth; Remy, to directly support project activities. Contract does not Thomas, Moose & Manley, Waters & Company, contain a "not to exceed amount" and is on an "as needed" Jeanette Justus; $2,000,000) *Armbruster Goldsmith & basis. Woodruff, Spradlin & Smart also provides legal Delvac LLP; $575,000 *Cappello and Noel LLP; services under the Administrative Budget and these costs $1,500,000; *Kutak Rock; $110,000 are not double counted between administrative-related legal expenses and project-related legal expenses. 10)City Treasurer 1/1/2012City Treasurermanagement of Agency's invested moniesAll32,60032,600RPTTF2,7172,7172,7172,7172,7172,717$ 16,302 11)Direct Project Related Costs (including Salary and Benefits funded by the Successor AgencyPayroll for employees for direct project operation. Total All519,330519,330RPTTF43,28043,28043,28043,2804 3,28043,280$ 259,680 Successor Agency)outstanding debt is an annual figure and this amount will fluctuate annually. The employees are performing project related activities involving the enforceable obligations listed on Rows #14-#20, Rows #27-#37, Rows #42-#52, and Rows #56-#70. 12)PERS liability (annually adjustable)City of TustinEmployees funded by the Successor Agency that perform All140,518140,518RPTTF$ - Successor Agency activities. The liability is reviewed annually and may increase or decrease based on a variety of economic and actuarial assumptions. 13)Bank Analysis FeesBank of AmericaFees Charged by bank for transactionsAll48,00048,000RPTTF4,0004,0004,0004,0004,0004,000 $ 24,000 14)Payment in Lieu of Taxes Agreement - Flanders Pointe10/1/1999City of TustinAgency monitors to insure receipt of annual payment. To the AllAnnualSee Row #11RPTTF$ - extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. 15)Payment in Lieu of Taxes Agreement - Orange Gardens8/13/1998City of TustinAgency monitors to insure receipt of annual payment. To the AllAnnualSee Row #11RPTTF$ - extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. 16)Olson DDA/Arbor Walk3/1/2004Redevelopment AgencyMonitoring to ensure the project complies with the DDA. To AllAnnualSee Row #11RPTTF$ - the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. 17)Arbor Walk Promissory NotesvariesRedevelopment AgencyAgency monitors to ensure the 10 affordable homeownership AllAnnualSee Row #11RPTTF$ - units are in compliance with the Promissory Notes and recorded Affordable Housing Covenants. In addition, the Agency prepares and executes affordable housing documents when affordable homeowners refinance or sell their homes. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. 18)Heritage Place DDA 4/11/2002Redevelopment AgencyAgency monitors to ensure 53 units are in compliance with AllAnnualSee Row #11RPTTF$ - affordability requirements. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. 19)Heritage Place Loan Agreement 4/12/2007Redevelopment AgencyFinancial assistance was provided by the Agency to the AllAnnualSee Row #11 Developer for construction of a multi-family project and the Agency monitors the terms of the loan agreement (expires 4- 15-2033), including the residual receipt payment. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. 20)Single and Multi-Family Rehabilitation Loans varyRedevelopment AgencyAgency monitors 6 Single Family and Multi-Family Loans AllAnnualSee Row #11RPTTF$ - between the Agency and Property Owners of rehabilitated properties. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. 21)Town Center Housing Deficit Reduction Plan 5/1/2000Agency's Town Center Housing Set-Aside fundRepayment for Town Center Housing Set-Aside funds Town Center2,776,042900,000RPTTF900,000$ 900,000 diverted to support non-housing Redevelopment activities in Town Center during the period of 1986 - 1992. Payable from the Redevelopment Property Tax Trust Fund (RPTTF) Total Due During *** Contract/AgreementPayments by month Total Outstanding Fiscal YearFunding Project Name / Debt ObligationExecution DatePayeeDescriptionJan 2012Feb 2012Mar 2012Apr 2012May 2012Jun 2012Total Project AreaProject AreaDebt or Obligation 2011-2012**Source 22)Tax Allocation Refunding Bonds 1998 (Town Center)7/1/1998Bondholders via US BankBond issue to fund non-housing projects. Total outstanding Town Center9,822,2163,133,296RPTTF1,670,660$ 1,670,660 debt includes principal and interest. 23)Fiscal Agent Fees - TA Bond 19981/19/2010US Bankadministration of bond activitiesTown Center3,3003,300RPTTF$ - 24)Continuing disclosure & arbitrage services10/30/2010 & 8/12/1993Applied Best Practices; Willdan & AssociatesContinuing disclosure & arbitrage services for 1998 bondsTown Center6,0006,000RPTTF$ - 25)Contract for engineering services 6/9/2011Critical Structures, Inc.Structural engineering assessment of Stevens Square Town Center23,53023,530RPTTF5,8505,870$ 11,720 Parking Structure 26)Stevens Square Parking Garage Declaration of Covenants, Conditions, 6/17/1988Stevens Square Parking Structure Condominium There are ongoing maintenance costs as required by the Town Center50,00050,000RPTTF1,4001,4001,4001,4001,400$ 7,000 Restrictions and ReservationsAssociationCC&Rs. In addition, there are one-time, deferred maintenance repairs that will be determined by the structural engineering assessment. The costs associated with ongoing maintenance and deferred maintenance repairs are estimates. 27)Ambrose Lane/First Time Homebuyer 5/17/2000Redevelopment AgencyAgency monitors to ensure the 5 affordable homeownership Town CenterAnnualSee Row #11RPTTF$ - units are in compliance with the Promissory Notes and recorded Affordable Housing Covenants. In addition, the Agency prepares and executes affordable housing documents when affordable homeowners refinance or sell their homes.Monitoring of Affordable Housing Covenants. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. 28)First Time Homebuyer Promissory Note 5/17/2000Redevelopment AgencyAgency monitors to ensure the first time homebuyer unit is in Town CenterAnnualSee Row #11RPTTF$ - compliance with the Promissory Note and an Affordable Housing Covenant. In addition, the Agency prepares and executes affordable housing documents when the affordable homeowner refinances or sells their home. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. 29)Makena DDA 10/19/2004Redevelopment AgencyMonitoring to insure developer is in compliance with Town CenterAnnualSee Row #11RPTTF$ - contractual obligations. 30)Old Town Plaza Retail Rehab DDA 5/10/2001Redevelopment AgencyMonitoring to insure developer is in compliance with Town CenterAnnualSee Row #11RPTTF$ - contractual obligations. 31)Plaza Lafayette DDA 7/2/1985Redevelopment AgencyMonitoring to insure developer is in compliance with Town CenterAnnualSee Row #11RPTTF$ - contractual obligations. 32)Ford Commercial Rehab DDA 9/15/1998Redevelopment AgencyMonitoring to insure developer is in compliance with Town CenterAnnualSee Row #11RPTTF$ - contractual obligations. 33)Micro Center DDA 11/21/1994Redevelopment AgencyMonitoring to insure developer is in compliance with Town CenterAnnualSee Row #11RPTTF$ - contractual obligations. 34)Thompson Building OPA 6/6/1994Redevelopment AgencyMonitoring to insure developer is in compliance with Town CenterAnnualSee Row #11RPTTF$ - contractual obligations. 35)Stevens Square Parking Structure - License AgreementsvaryRedevelopment AgencyMonitoring to insure 8 licenses are in compliance with Town CenterAnnualSee Row #11RPTTF$ - contractual obligations. 36)Potted Plants AgreementsvaryRedevelopment AgencyMonitoring to insure 17 agreements are in compliance with Town CenterAnnualSee Row #11RPTTF$ - contractual obligations. 37)Prospect Village DDA 6/21/2004Redevelopment AgencyMonitoring to insure developer is in compliance with Town CenterAnnualSee Row #11RPTTF$ - contractual obligations. 38)Public Works Agreement/South Central Redevelopment Project 6/7/1993City of TustinOriginal Loan amount to the Agency in 1993 was initially South Central34,235,1028,558,775RPTTF5,135,2653,423,510$ 8,558,775 estimated to be $33,500,000 for the Newport Avenue Extension (Newport Underpass) to Edinger Avenue. The interest rate is .5% above the City's average yield on investments. Repayment of the loan is based on City-funded Phase 1 work (Capital Improvement Program - CIP 70130) that has been completed on the Newport Avenue Extension/SR-55 North Bound Ramp Reconfiguration Project. The Phase 1 project began in 1993 and was completed in March 2010. Phase 1 (CIP 70130) contracts are not listed on previous EOPS or ROPS. There is no duplication of obligations. Phase 2 work (CIP 70131) consists of contracts listed below in Rows #42-#49 and these contracts have not been double counted in Phase 1. Pursuant to Section 1 Public Improvement Work of the Public Works Agreement, the Successor Agency shall pay the City when projects are completed and in semi-annual installments (per Section 2 Payment by the Agency of the Agreement). The first installment (January 2012) shall be for the one payment due during FY 2009-2010 and the two payments due for FY 2010-2011. The second installment (June 2012) shall be for the two payments due for FY 2011- 2012 . The two installments will reflect initial reimbursement payments until confirmation of the Oversight Board of the 39)Memorandum of Understanding with Orange County Water District 3/20/1985Orange County Water DistrictTax share agreement (pre-AB 1290) with the Agency. South Central28,0002,000RPTTF$ - (Section 33401 Payment; 3/20/1985)Applicability of agreement is questionable because of 40)Memorandum of Understanding with Tustin Unified School District 9/13/1985Tustin Unified School DistrictTax share agreement pre-1290 with Agency. The agreement South Central00RPTTF$ - (Section 33401 Payment; 9/13/1985)provides that certain tax sharing payments would occur after the Agency has expended $10 million dollars for construction of facilities within the South Central Amendment Area and or retired bonds or other indebtedness for such construction as provided in the Agreement. The Agency has not retired the indebtedness associated with the 1993 Public Works Agreement and, as a result, there have been no payments made to date. Payable from the Redevelopment Property Tax Trust Fund (RPTTF) Total Due During *** Contract/AgreementPayments by month Total Outstanding Fiscal YearFunding Project Name / Debt ObligationExecution DatePayeeDescriptionJan 2012Feb 2012Mar 2012Apr 2012May 2012Jun 2012Total Project AreaProject AreaDebt or Obligation 2011-2012**Source 41)Memorandum of Understanding with Saddleback Community College 9/13/1985Saddleback Community College DistrictTax share agreement pre-1290 with Agency. The agreement South Central00RPTTF$ - District (Section 33401 Payment; 9/13/1985)provides that certain tax sharing payments would occur after the Agency has expended $10 million dollars for construction of facilities within the South Central Amendment Area and or retired bonds or other indebtedness for such construction as provided in the Agreement. The Agency has not retired the indebtedness associated with the 1993 Public Works Agreement and, as a result, there have been no payments made to date. 42)Newport Av./SR55 NB Ramp Reconfiguration 11/25/2008Psomas EngineeringMapping and survey servicesSouth Central15,0001,223RPTTF$ - 43)Newport Av./SR55 NB Ramp Reconfiguration 1/26/2010AndersonPennaProgram management servicesSouth Central4,0002,125RPTTF$ - 44)Newport Av. Extension, N/O Edinger Av. 2/2/2010Dokken EngineeringFinal design servicesSouth Central100,00092,500RPTTF15,00015,00015,00015,00015,00017,500$ 92,500 45)Newport Av. Extension, N/O Edinger Av. 10/8/2010NuvisLandscape design servicesSouth Central30,05010,760RPTTF$ - 46)Newport Av. Extension, N/O Edinger Av. County of Orange (OCFCD)Plan check servicesSouth Central25,00025,000RPTTF18,0606,940$ 25,000 47)Newport Av. Extension, N/O Edinger Av. 12/16/2007Morrow ManagementDry Utility design and coordination servicesSouth Central2,5001,323RPTTF$ - 48)Newport Av. Extension, N/O Edinger Av. 1/26/2010AndersonPennaProgram management servicesSouth Central10,0004,938RPTTF$ - 49)Newport Av. Extension, N/O Edinger Av. Southern California Regional Rail Authority (SCRRA)Plan check servicesSouth Central25,00025,000RPTTF$ 15,00010,000$ 25,000 50)CBS Outdoor Billboard 12/19/1994Redevelopment AgencyMonitoring to insure licensee is in compliance with South CentralAnnualSee Row #11RPTTF$ - contractual obligations. 51)Tustin Grove Promissory Notes and Affordable Housing Covenants varyRedevelopment AgencyAgency monitors to ensure the 16 affordable homeownership South CentralAnnualSee Row #11RPTTF$ - units are in compliance with the Promissory Notes and recorded Affordable Housing Covenants. In addition, the Agency prepares and executes affordable housing documents when affordable homeowners refinance or sell their homes. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. 52)Tustin Grove Affordable Housing DDA 12/27/1995Redevelopment AgencyMonitoring to ensure the project complies with the DDA. To South CentralAnnualSee Row #11RPTTF$ - the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. 53)Tax Allocation Bonds - MCAS Tustin, Series 201011/1/2010Bondholders via The Ban of New York MellonBond issue to fund non-housing projects. Total outstanding MCAS Tustin83,384,7512,282,532RPTTF626 ,4641,814,488$ 2,440,952 debt includes principal and interest. 54)Fiscal Agent Fees - TA Bond 20109/7/2010The Bank of New York Mellonadministration of bond activitiesMCAS Tustin3,3003,300RPTTF3,300$ 3,300 55)Continuing disclosure services & arbitrage services10/30/2010 & 8/12/1993Applied Best Practices; Willdan & AssociatesContinuing disclosure services for 2010 MCAS bonds & MCAS Tustin4,3501,350RPTTF 1,350$ 1,350 arbitrage services 56)Lease in Furtherance of Conveyance (LIFOC) executed May 13, 2002 5/13/2002Redevelopment AgencyProperty Management, Maintenance, Environmental MCAS TustinVaries0RPTTF$ - between the United States of America and the City of Tustin for Portions of Remediation, and Real Estate obligations of City required by the Former Marine Corps Air Station TustinNavy on Lease sites until conveyance of properties. This includes asset management and disposal, property management and remediation. Direct project related staffing costs only associated with asset management and disposal under the LIFOC are listed in Row #11. Contractual response costs for all other responsibilities under the LIFOC Agreement will be as they are incurred and/or as requested by the Department of Navy. 57)Lease in Furtherance of Conveyance (LIFOC) executed June 16, 2004 6/16/2004Redevelopment AgencyProperty Management, Maintenance, Environmental MCAS TustinVaries0RPTTF$ - between the United States of America and the City of Tustin for Parcel 22 Remediation, and Real Estate obligations of City required by of the Former Marine Corps Air Station TustinNavy on Lease sites until conveyance of properties. This includes asset management and disposal, property management and remediation. Direct project related staffing costs only associated with asset management and disposal under the LIFOC are listed in Row #11. Contractual response costs for all other responsibilities under the LIFOC Agreement will be as they are incurred and/or as requested by the Department of Navy. 58)Economic Development Conveyance (EDC) Application for Marine Corps 5/13/2002Redevelopment AgencyObligations of City required by Navy in the conveyance of MCAS TustinVaries0RPTTF$ - Air Station (MCAS) Tustin as Amendedthe property under the Reuse Plan adopted in 2002. This includes asset management and disposal, property management and remediation. Direct project related staffing costs associated with asset management and disposal under the EDC are listed in Row #11. Contractual response costs for all other responsibilities under the EDC Agreement will be as they are incurred and/or as requested by the Department of Navy. 59)Contract for Tustin Ranch Road Construction - Phase 1 8/2/2011Sandoval Pipeline EngineeringConstruction of Tustin Ranch Road Phase 1 (Grading & MCAS Tustin1,107,0001,107,000RPTTF1,107,000$ 1,107,000 Storm Drain) 60)Contract for Development Advisor services 9/7/2010Developer's ResearchImplementation Plan and StrategyMCAS Tustin75,00064,000RPTTF$ - 61)Contract for Engineering & Planning 8/8/2010RBF ConsultingPlan check and tract map servicesMCAS Tustin90,00035,942RPTTF4,6754,0004,0004,0004,0004,000$ 24,675 62)Contract for Planning Services 9/7/2010SMS ArchitectsImplementation Plan and StrategyMCAS Tustin60,00015,000RPTTF5,0005,000$ 10,000 63)Contract for Engineering Services 9/7/2010Hunsaker & AssociatesDisposition Strategy & mapping servicesMCAS Tustin216,50074,660RPTTF14,316$ 14,316 64)Contract for Financial Analysis 1/4/2011David Taussig & Associatesfinancial advisory services associated with determining MCAS Tustin47,50034,750RPTTF5,7915,7915,7915,7915,7915,795$ 34,750 distribution of assessments associated with background infrastructure costs 65)Newport/SR-55 Gateway Master plan & landscape Improvements 9/9/2010RBF ConsultingPreparation of Gateway Master plan and design of landscape MCAS Tustin125,979 74,290 RPTTF8,000 9,000 13,000 12,000 8,000 5,491 $ 55,491 improvements 66)Website Hosting Agreement 12/8/2010Commpro, LLCWebsite hosting for the MCAS Tustin websiteMCAS Tustin1,800 1,800 RPTTF150 150 150 150 150 150 $ 900 67)Contract for fence repair 6/18/2008National Construction Rental, IncFence repairs as needed at MCAS TustinMCAS Tustin10,000 1,790 RPTTF200 200 200 200 200 200 $ 1,200 68)Developer Selection Process, Expert Panel Stipends 7/19/2011Various (18 panelists)Stipend/Honorarium for service of development professional MCAS Tustin18,000 13,500 RPTTF$ - on a Panel 69)Contract for Maintenance of undeveloped properties 11/20/2006Spectrum LandscapingMaintenance of undeveloped land MCAS Tustin71,20871,208RPTTF5,9345,9345,9345,9345,9345,934$ 35,604 Payable from the Redevelopment Property Tax Trust Fund (RPTTF) Total Due During *** Contract/AgreementPayments by month Total Outstanding Fiscal YearFunding Project Name / Debt ObligationExecution DatePayeeDescriptionJan 2012Feb 2012Mar 2012Apr 2012May 2012Jun 2012Total Project AreaProject AreaDebt or Obligation 2011-2012**Source 70)Coventry Court Regulatory Agreement & Declaration of Restrictive 9/30/2010Redevelopment AgencyAgency monitors receipt of payment in lieu of taxes as well MCAS TustinAnnualSee Row #11RPTTF$ - Covenants and Supplemental Regulatory Agreement as developer's compliance with contractual senior affordable housing obligations related to 153 affordable units within the Project. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. Totals - This Page (RPTTF Funding)$ 177,008,983$ 21,848,048$ -$ 5,341,678 $ 1,397,566 $ 1,306,392 $ 211,032$ 208,972$ 9,502,918 $ 17,968,558 Totals - Page 2 (Other Funding)$ 2,230,537$ 2,701,511N/A$ 2,230,537 $ 2,701,511 $ 1,846,632 $ 1,100,000$ 1,100,000$ 2,120,100 $ 11,098,780 Totals - Page 3 (Administrative Cost Allowance)$ 882,746$ 882,746N/A$ -$ 176,549 $ 176,549 $ 176,549$ 176,549$ 176,550 $ 882,746 Totals - Page 4 (Pass Thru Payments)$ 161,271,999$ 2,450,096N/A$ -$ -$ -$ - $ 2,450,096$ -$ 2,450,096 Grand total - All Pages$ 180,122,266$ 25,432,305$ 7,572,215 $ 4,275,626 $ 3,329,573 $ 1,487,581$ 1,485,521$ 11,799,568 $ 32,400,180 * The Preliminary Draft Recognized Obligation Payment Schedule (ROPS) is to be completed by 3/1/2012 by the successor agency, and subsequently be approved by the oversight board before the final ROPS is submitted to the State Controller and State Department of Finance by April 15, 2012. It is not a requirement that the Agreed Upon Procedures Audit be completed before submitting the final Oversight Approved ROPS to the State Controller and State Department of Finance. ** All totals due during fiscal year and payment amounts are projected. *** Funding sources from the successor agency: (For fiscal 2011-12 only, references to RPTTF could also mean tax increment allocated to the Agency prior to February 1, 2012.) RPTTF - Redevelopment Property Tax Trust Fund Bonds - Bond proceedsOther - reserves, rents, interest earnings, etc LMIHF - Low and Moderate Income Housing FundAdmin - Successor Agency Administrative Allowance Name of Redevelopment Agency:Successor Agency to the Tustin Community Redevelopment AgencyFORM B - All Revenue Sources Other Than Redevelopment Property Tax Trust Fund (RPTTF) Project Area(s)RDA Project Area All DRAFT RECOGNIZED OBLIGATION PAYMENT SCHEDULE Per AB 26 - Section 34177 (*) Payable from Other Revenue Sources Total Due During Funding Contract/AgreementPayments by month Total Outstanding Fiscal YearSource Project Name / Debt ObligationExecution DatePayeeDescriptionJan 2012Feb 2012Mar 2012Apr 2012May 2012Jun 2012Total Project AreaDebt or Obligation 2011-2012***** Contract for Environmental Services 11/16/2010Pacific StatesConstruction of Tustin Ranch Road Phase 1 Grading & Storm Drain MCAS TustinBonds 1)73,80067,80010,3906,467$ 16,857 Contract for GeoTech Services 9/7/2010NMGConstruction of Tustin Ranch Road Phase 1 Grading & Storm Drain MCAS TustinBonds 2)20,10020,10020,100$ 20,100 Contract for Construction Management 5/3/2011Parsons Transportation GroupConstruction management for Tustin Ranch Road (Phase 1 and 2)MCAS TustinBonds 3)1,882,075749,15764,767100,000100,000100,000100,000100,000$ 564,767 Contract for Tustin Ranch Road Construction - Phase 1 8/2/2011Sandoval Pipeline EngineeringConstruction of Tustin Ranch Road Phase 1 (Grading & Storm Drain)MCAS TustinBonds 4)5,975,6765,475,6762,134,0002,595,044746,632$ 5,475,676 Capital Projects - TA Bond 2010 (See Attachment No. 2 on RDA TBDTBDcapital projects associated with construction of infrastructure and facilities as listed MCAS TustinBonds 5)30,096,5995,000,0001,000,0001,000,0001,000,0002,000,000$ 5,000,000 Resolution 11-05) including Tustin Ranch Road, Phase 2in the Official Statement for TA Bond 2010 Contract for Environmental Services 11/2/2010Vandermost ConsultingRegulatory Agency consultingMCAS TustinBonds 6)30,00030,0002,311$ 2,311 Contract for Archeological & Paleontological Services 7/19/2011Paleo Solutions, IncArcheological & Paleontological compliance and monitoring for Neighborhood E. MCAS TustinBonds 7)13,1300$ - Direct Project-related costs associated with MCAS Tustin Tax Employees that perform direct project-related Annual Payroll for employees supporting Bond-funded projects 8)MCAS Tustin604,050256,550Bonds21,38021,38021,38021,38021,38021,380$ 128,280 Allocation Bonds, Series 2010 (including Salary and Benefits of activities for the MCAS Tustin Tax Allocation bond- employees)funded projects. $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Totals - LMIHFN/A$ - Totals - Bond Proceeds$ 38,695,430$ 11,599,283 N/A$ 2,230,537$ 2,701,511 $ 1,846,632 $ 1,100,000$ 1,100,000$ 2,120,100$ 11,077,400 Totals - OtherN/A$ - Grand total - This Page$ 38,695,430$ 11,599,283 N/A$ 2,230,537$ 2,701,511 $ 1,846,632 $ 1,100,000$ 1,100,000$ 2,120,100$ 11,077,400 * The Preliminary Draft Recognized Obligation Payment Schedule (ROPS) is to be completed by 3/1/2012 by the successor agency, and subsequently be approved by the oversight board before the final ROPS is submitted to the State Controller and State Department of Finance by April 15, 2012. It is not a requirement that the Agreed Upon Procedures Audit be completed before submitting the final ** All total due during fiscal year and payment amounts are projected. *** Funding sources from the successor agency: (For fiscal 2011-12 only, references to RPTTF could also mean tax increment allocated to the Agency prior to February 1, 2012.) RPTTF - Redevelopment Property Tax Trust Fund Bonds - Bond proceedsOther - reserves, rents, interest earnings, etc LMIHF - Low and Moderate Income Housing FundAdmin - Successor Agency Administrative Allowance Name of Redevelopment Agency:Successor Agency to the Tustin Community Redevelopment AgencyFORM C - Administrative Cost Allowance Paid With Redevelopment Property Tax Trust Fund (RPTTF) Project Area(s)RDA Project Area All DRAFT RECOGNIZED OBLIGATION PAYMENT SCHEDULE Per AB 26 - Section 34177 (*) Payable from the Administrative Allowance Allocation **** Total Due During Payments by month Total Outstanding Fiscal YearFunding Project Name / Debt ObligationPayeeDescriptionJan 2012Feb 2012Mar 2012Apr 2012May 2012Jun 2012Total Project AreaDebt or Obligation 2011-2012**Source ** Agreement for Reimbursement of Costs Employees funded by the Administrative Budget for employees, 1)All882,746882,746Admin0176,549176,549176,549176,549176,550$ 882,746 and City/Administrative Agency Successor Agency that overhead & legal services needed for Operations Loan" between the Successor perform Successor Agency direct administrative operation. The Agency and the City and an activites as needed for direct Oversight Board of the Successor Agency Administrative Budget pursuant to administrative operations as to the Tustin Community Redevelopment California Health and Safety Code well as overhead and legal Agency approved the administrative Section 34177 (j) (including salary and services.budget on March 13, 2012 and the benefits funded by the Successor Agency Successor Agency adopted Successor and administrative costs. Administrative Agency Resolution No. 12-04 on March 20, costs include the agreement with 2012 approving the Administrative Budget Woodruff, Spradlin & Smart $300,000 for and approved the "Agreement for administrative legal services and the Reimbursement of Costs and Lease of Office Space $49,497)City/Successor Agency Operations Loan". This amount will fluctuate annually. The Adminstrative Budget was calculated in accordance with California Health and Safety Code Section 34171(b), 5% of the property tax allocated to the Successor Agency for FY 2011-2012. City Attorney - Woodruff, Legal counsel - public law & specialty legal Actual expenses Actual expenses 2)Contract for Legal ServicesAllAdmin Spradlin & Smart (including council as needed to directly support were included in were included in Stradling Yocca Carlson & administrative activities. Woodruff, the Administrative the Administrative Rauth; Remy, Thomas, Moose Spradlin & Smart also provides legal Budget - Row #1Budget - Row #1 & Manley; Waters & Company; services under direct project services and and Jeanette Justus)these costs are not double-counted between administrative-related legal expenses and project-related legal $ - expenses. PK II Holdco, LLCActual expenses Actual expenses 3)Lease of Office SpaceOffice space rentAllAdmin were included in were included in the Administrative the Administrative Budget - Row #1Budget - Row #1 $ - White, Nielson, Diehl, Evans, Actual expenses Actual expenses 4)Auditing ServicesAuditing of annual Agency expendituresAllAdmin LLPwere included in were included in the Administrative the Administrative Budget - Row #1Budget - Row #1 $ - $ - $ - $ - $ - Totals - This Page$ 882,746$ 882,746$ -$ 176,549 $ 176,549 $ 176,549 $ 176,549 $ 176,550 $ 882,746 * The Preliminary Draft Recognized Obligation Payment Schedule (ROPS) is to be completed by 3/1/2012 by the successor agency, and subsequently be approved by the oversight board before the final ROPS is submitted to the State Controller and State Department of Finance by April 15, 2012. It is not a requirement that the Agreed Upon Procedures Audit be completed before submitting the final Oversight Approved ROPS to the State Controller and State Department of Finance. ** All total due during fiscal year and payment amounts are projected. *** Funding sources from the successor agency: (For fiscal 2011-12 only, references to RPTTF could also mean tax increment allocated to the Agency prior to February 1, 2012.) RPTTF - Redevelopment Property Tax Trust Fund Bonds - Bond proceedsOther - reserves, rents, interest earnings, etc LMIHF - Low and Moderate Income Housing FundAdmin - Successor Agency Administrative Allowance **** - Administrative Cost Allowance caps are 5% of Form A 6-month totals in 2011-12 and 3% of Form A 6-month totals in 2012-13. The calculation should not factor in pass through payments paid for with RPTTF in Form D. FORM D - Pass-Through Payments Name of Redevelopment Agency:Successor Agency to the Tustin Community Redevelopment Agency Project Area(s)RDA Project Area All OTHER OBLIGATION PAYMENT SCHEDULE Per AB 26 - Section 34177 (*) Pass Through and Other Payments **** Total Due During Payments by month Total Outstanding Fiscal YearSource of Project Name / Debt ObligationPayeeDescriptionProject AreaJan 2012Feb 2012Mar 2012Apr 2012May 2012Jun 2012Total Debt or Obligation 2011-2012**Fund*** City of TustinCity of Tustinpass thru payments per AB 1290 5,040,72376,58076,580 1)GeneralRPTTF$ 76,580.00 Tustin Unified School District (TUSD)TUSDpass thru payments per AB 1290 56,531,860858,850858,850 2)GeneralRPTTF$ 858,850.00 Santa Ana Unified School District (SAUSD)SAUSDpass thru payments per AB 1290 2,644,38040,17440,174 3)GeneralRPTTF$ 40,174.00 Irvine Unified School District (IUSD)IUSDpass thru payments per AB 1290 43,344,635658,506658,506 4)GeneralRPTTF$ 658,506.00 South Orange County Community College SOCCCDpass thru payments per AB 1290 21,465,486326,111326,111 5)GeneralRPTTF$ 326,111.00 District (SOCCCD) Rancho Santiago Community College District RSCCDpass thru payments per AB 1290 581,3868,8338,833 6)GeneralRPTTF$ 8,833.00 (RSCCD) Orange County Water District (OCWD)OCWDpass thru payments per AB 1290 1,590,62724,16524,165 7)GeneralRPTTF$ 24,165.00 Orange County Transit Authority (OCTA)OCTApass thru payments per AB 1290 544,2948,2698,269 8)GeneralRPTTF$ 8,269.00 Orange County Sanitation District (OCSD)OCSDpass thru payments per AB 1290 3,180,44848,31848,318 9)GeneralRPTTF$ 48,318.00 Orange County Library DistrictCounty of Orangepass thru payments per AB 1290 3,234,47449,13949,139 10)GeneralRPTTF$ 49,139.00 Orange County Department of EducationCounty of Orangepass thru payments per AB 1290 4,048,57661,50761,507 11)GeneralRPTTF$ 61,507.00 County of OrangeCounty of Orangepass thru payments per AB 1290 11,950,912181,562181,562 12)GeneralRPTTF$ 181,562.00 Orange County Flood Control DistrictCounty of Orangepass thru payments per AB 1290 3,835,85858,27658,276 13)GeneralRPTTF$ 58,276.00 Orange County Harbors, Beaches, & ParksCounty of Orangepass thru payments per AB 1290 2,965,15045,04845,048 14)GeneralRPTTF$ 45,048.00 Orange County Vector Control DistrictCounty of Orangepass thru payments per AB 1290 216,9113,2953,295 15)GeneralRPTTF$ 3,295.00 Orange County Cemetery District (OCCD)OCCDpass thru payments per AB 1290 96,2791,4631,463 16)GeneralRPTTF$ 1,463.00 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Totals - Other Obligations $ 161,271,999$ 2,450,096$ - $ -$ -$ -$ -$ 2,450,096.00$ -$ 2,450,096.00 * The Preliminary Draft Recognized Obligation Payment Schedule (ROPS) is to be completed by 3/1/2012 by the successor agency, and subsequently be approved by the oversight board before the final ROPS is submitted to the State Controller and State Department of Finance by April 15, 2012. It is not a requirement that the Agreed Upon Procedures Audit be completed before submitting the final Oversight Approved ROPS to the State Controller and State Department of Finance. ** All total due during fiscal year and payment amounts are projected. *** Funding sources from the successor agency: (For fiscal 2011-12 only, references to RPTTF could also mean tax increment allocated to the Agency prior to February 1, 2012.) RPTTF - Redevelopment Property Tax Trust Fund Bonds - Bond proceedsOther - reserves, rents, interest earnings, etc LMIHF - Low and Moderate Income Housing FundAdmin - Successor Agency Administrative Allowance **** - Only the January through June 2012 ROPS should include expenditures for pass-through payments. Starting with the July through December 2012 ROPS, per HSC section 34183 (a) (1), the county auditor controller will make the required pass-through payments prior to transferring money into the successor agency's Redevelopment Obligation Retirement Fund for items listed in an oversight board approved ROPS.