Loading...
HomeMy Public PortalAboutA 2017-09-05 LSA�tlr iYA. tR�.e'Y�x'�f tl tl�O �. #fir ' �traot`T� CITY OF LYNWOOD As Successor Agency to the Lynwood Redevelopment Agency Maria Teresa Santillan -Beas, Mayor Jose Luis Solache, Mayor Pro Tern Salvador Alatorre, Council Member Aide Castro, Council Member Edwin E. Hernandez, Council Member This Agenda contains a brief general description of each item to be considered. Copies of the Staff reports or other written documentation relating to each item of business referred to on the Agenda are on file in the Office of the City Clerk and are available for public inspection. Any person who has a question concerning any of the agenda items may call the City Manager at (310) 603 -0220, ext. 200. AGENDA CITY OF LYNWOOD AS SUCCESSOR AGENCY TO THE LYNWOOD REDEVELOPMENT AGENCY SEPTEMBER 5, 2017 REGULAR MEETING RECEIVED 6:00 P.M. CITY HALL AUG 3 12017 11330 BULLIS ROAD CITY OF LYNWOOD CITY CLERKS OFFICE MARIA TERESA SANTILLAN -BEAS MAYOR JOSE LUIS SOLACHE SALVADOR ALATORRE MAYOR PRO -TEM COUNCILMEMBER AIDE CASTRO EDWIN E. HERNANDEZ COUNCILMEMBER COUNCILMEMBER CITY MANAGER CITY ATTORNEY ALMA K. MARTINEZ NOEL TAPIA CITY CLERK CITY TREASURER MARIA QUINONEZ GABRIELA CAMACHO OPENING CEREMONIES: A. Call Meeting to Order ALATORRE CASTRO HERNANDEZ — Council Member Hernandez will participate via teleconference from the Courtyard San Juan Miramar Business Office, 801 Ponce de Leon Avenue, San Juan, 00907, Puerto Rico (787) 721 -7400 SOLACHE SANTILLAN -BEAS C. Certification of Agenda Posting by City Clerk PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) NON - AGENDA PUBLIC ORAL COMMUNICATIONS CONSENT CALENDAR 1. MINUTES FROM PREVIOUS MEETINGS: Regular Meeting — August 15, 2017 2. APPROVAL OF THE WARRANT REGISTER Comments: City of Lynwood Successor Agency warrant register dated September 5, 2017 for FY 2017 -18. Recommendation: Staff recommends that the Lynwood City Council as Successor Agency approve the warrant register for September 5, 2017. 3. TREASURER'S MONTHLY INVESTMENT REPORT Comments: Government Code Section 53607, last amended 1996, with reference to the reporting of investment transactions states that the Treasurer shall make a monthly report of those transactions to the legislative body. Government Code Section 53646 (b) (1), last amended 2004, with reference to discussion related to the establishment of an it Investment Policy and investment reporting states that "the Treasurer may render a quarterly report". (CT) Recommendation: It is recommended that the City of Lynwood receive and file the attached Monthly Investment Report. The information provided in this report highlights the investment activity for months ending July 31, 2017. 4. ADOPTION OF THE AMENDED RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS 17 -186) AND ADMINISTRATIVE BUDGET Comments: Pursuant to Health and Safety Code 34177.7 (o)(1)(E), once per Recognized Obligation Payment Schedule (ROPS) period, and no later than October 1, a successor agency may submit one amendment to the Recognized Obligation Payment Schedule, if the oversight board makes a finding that a revision is necessary for the payment of approved enforceable obligations during the second one -half of the Recognized Obligation Payment Schedule period, which shall be defined as January 1 to June 30, inclusive. The Amended ROPS17 -18B is due to the DOF on October 1, 2017. To meet this deadline, if approved, staff will schedule for the Amended ROPS 17 -18B to be considered and approved by the Oversight Board in the afternoon of September 19, 2017. (CD) Recommendation: Staff recommends that the Lynwood Successor Agency adopt the attached resolution entitled: "A RESOLUTION OF THE LYNWOOD SUCCESSOR AGENCY APPROVING THE AMENDED RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS 17- 186)." ' ADJOURNMENT CITY OF LYNWOOD AS SUCCESSOR AGENCY TO THE LYNWOOD REDEVELOPMENT AGENCY MEETINGS WILL BE POSTED AS NEEDED. THE NEXT MEETING WILL BE HELD IN THE COUNCIL CHAMBERS OF CITY HALL, 11330 BULLIS ROAD, CITY OF LYNWOOD, CALIFORNIA. 3 0 AGENDA STAFF REPORT DATE: September 5, 2017 TO: Honorable Mayor and Members of the City Council APPROVED BY: Alma K. Martinez, City Manager el PREPARED BY: Maria Quinonez, City Clerk M -JR Lourdes Morales, Interim Deputy City Clerk/ SUBJECT: City of Lynwood as Successor to the Lynwood Redevelopment Agency Minutes Recommendation: Staff recommends the Lynwood City Council approve the following minutes: Regular Meeting — August 15, 2017 Background: N/A Discussion & Analysis: N/A Fiscal Impact: N/A Coordinated With: N/A ITEM CITY OF LYNWOOD AS SUCCESSOR AGENCY TO THE LYNWOOD REDEVELOPMENT AGENCY REGULAR MEETING MINUTES AUGUST 15, 2017 The City of Lynwood as Successor Agency to the Lynwood Redevelopment Agency met in a regular meeting in Council Chambers, 11330 Bullis Road, Lynwood, California on the above date at 6:31 p.m. Mayor Santillan -Beas presiding. Council Members Alatorre, Castro, Hernandez, Mayor Pro Tern Solache and Mayor Santillan -Beas were present. Also present were City Manager Martinez, City Attorney Tapia, City Clerk Quinonez and City Treasurer Camacho. City Clerk Quinonez announced the Agenda had been duly posted in accordance with the Brown Act. PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) NONE NON - AGENDA PUBLIC ORAL COMMUNICATIONS NONE CONSENT CALENDAR MOTION: It was moved by Council Member Castro, seconded by Council Member Alatorre to approve the consent calendar. Motion carried by the following vote: ROLL CALL: AYES: COUNCIL MEMBERS ALATORRE, CASTRO, HERNANDEZ, MAYOR PRO TEM SOLACHE AND MAYOR SANTILLAN -BEAS NOES: NONE ABSTAIN: NONE ABSENT: NONE Item #1. MINUTES FROM PREVIOUS MEETING Special Meeting — July 31, 2017 Item #2. APPROVAL OF THE WARRANT REGISTER 1 RESOLUTION NO. 2017.020 ENTITLED: RESOLUTION OF THE LYNWOOD CITY COUNCIL AS SUCCESSOR AGENCY TO THE LYNWOOD REDEVELOPMENT AGENCY OF LYNWOOD, CALIFORNIA, ALLOWING AND APPROVING THE DEMANDS AND WARRANTS ADJOURNMENT Having no further discussion, it was moved by Council Member Castro, seconded by Mayor Santillan -Beas to adjourn the City of Lynwood as Successor Agency to the Lynwood Redevelopment Agency meeting at 6:32 p.m. T. Santillan -Beas, Mayor Maria Quinonez, City Clerk 0 AGENDA STAFF REPORT DATE: September 5, 2017 TO: Honorable Mayor and Members of the City Council as Successor Agency to the Lynwood Redevelopment Agency APPROVED BY: Alma Martinez, Executive Director r� i PREPARED BY: Jose Ometeotl, Finance Director 3 Lilly Hampton, Accounting Technician SUBJECT: Approval of the Warrant Register Recommendation: Staff respectfully recommends that the Lynwood City Council as Successor Agency approve the warrant register dated September 5, 2017 for Fiscal year ending 2017 -2018. Attached Warrant Register dated September 5, 2017 ITEM vchlist Prepaid -Check List Page: 1 08121/2017 12:33:08PM Successor Agency of the Lynwood Redevelopment Agency Bank code: sa usb Voucher Date Vendor 5417 8/21/2017 000173 U.S. BANK TRUST 1 Vouchers for bank code : sa usb 1 Vouchers in this report Invoice PO # Description /Account Amount 000173050417 LRA- HOUSING PROJECTS 2011 SERIES B- 8/2017 02- 002041 1021.76.211.67601 155,000.00 02- 002041 1021.76.211.67605 219,168.75 Total : 374,168.75 Bank total : 374,168.75 Total vouchers : 374,168.75 Page: 1 vchlist Voucher List Page: 2 0812412017 3:211:51113M Successor Agency of the Lynwood Redevelopment Agency Bank code: sa usb Voucher Date Vendor 5418 9/5/2017 007860 THE PUN GROUP, LLP 1 Vouchers for bank code : sa usb 1 Vouchers in this report Invoice PO # Description /Account 111053 AUDITING SVCS ENDING 6/2017 - -- 02- 002028 1022.51.207.62005 Total Bank total Total vouchers Amount 372.50 372.50 372.50 372.50 Page: 2 DATE: TO: APPROVED BY: PREPARED BY: SUBJECT: Recommendation: AGENDA STAFF REPORT September 5, 2017 Honorable Mayor and Members of City Council, as Successor to Lynwood Redevelopment Board Alma K. Martinez, City Managed Gabriela Camacho, City Treasurer Sheila Harding, Deputy City Treasurer Treasurer's Monthly Investment Report It is recommended that the City of Lynwood receive and file the attached Monthly Investment Report. The following information provided in this report highlights the investment activity for months ending July 31, 2017. Background: Government Code Section 53607, last amended 1996, with reference to the reporting of investment transactions states that the Treasurer shall make a monthly report of those transactions to the legislative body. Government Code Section 53646 (b) (1), last amended 2004, with reference to discussion related to the establishment of an Investment Policy and investment reporting states that "the Treasurer may render a quarterly report". To determine the applicable code inasmuch as reference to Government Code Section 53607 or non - compliance thereof has never been included in past audit findings. While Government. Code Section 53646 (b) (1), which is the most current version related to Investment Reporting utilizes the word "may" - indicating the reporting mechanism is optional - to err on the side of caution, and in order to ensure that we are in compliance with all Government Codes, a new procedure of submitting monthly reports to the Council /Agency agenda was implemented. Attached for Council /Agency review is the City's /Agency's monthly Treasurer's Report. Subsequent reports will be provided on a monthly basis at the second meeting of each month. Fiscal Impact: AGENL The action recommended in this report will not have a fiscal impact on the City. ITEM City of Lynwood Investment Report Summary Notes For the Month of July 31, 2017 The investment activity forJuly, 2017 included 1 purchase and 2 redemptions. Ruch eq(�tifsue Rati.,,,rt P1(aI,ue, err1'.i` ,. �Coupo .` Stru'.ttagg- ; =y;:,,. Jackson Nat'l Life AA $250,000 5 yr 1.150 Med. * Calculation uses 360 Day Basis ** Calculation uses 365 Day Basis The Local Agency Investment Fund (LAIF) balance as of June 30, 2017 was $18,215,604.32 with an average monthly yield of 0.978 %, and an interest rate of 0.92 %. Quarterly interest in the amount of $42,327.94 was received on July 14, 2017. The ending balance on July 31, 2017 was $15,257,932.26. The deduction in total is due to the transfer of money to the City's general account to cover the City's expenditures. Liquidity of the Portfolio The current goal is to keep the investment portfolio at an average maturity of 2 years based on current economic conditions. The portfolio's current average maturity is 231 days. The goal is to keep an average of $9 - $15 million in liquid assets in order to meet operational needs and for unexpected expenditures that may arise. The City is in compliance with California Government Code Section 53646 which requires local agency to report its ability to meet pooled expenditure requirements for the next six (6) months. The City's portfolio will stay the course based on the current economic trends. Covering cash flow needs rank as the top priority. Portfolio Performance: CD /Coupon /Discount Investments • Interest Collected 10,275.34 10,275.34 • Plus Accrued Interest @ End of Period 37,320.84 Barclays Bank $245,000.00 1.096 1.150% 1.200 CD -FDIC State Bank of India $245,000.00 1.095 1.200% 1.252 CD -FDIC * Calculation uses 360 Day Basis ** Calculation uses 365 Day Basis The Local Agency Investment Fund (LAIF) balance as of June 30, 2017 was $18,215,604.32 with an average monthly yield of 0.978 %, and an interest rate of 0.92 %. Quarterly interest in the amount of $42,327.94 was received on July 14, 2017. The ending balance on July 31, 2017 was $15,257,932.26. The deduction in total is due to the transfer of money to the City's general account to cover the City's expenditures. Liquidity of the Portfolio The current goal is to keep the investment portfolio at an average maturity of 2 years based on current economic conditions. The portfolio's current average maturity is 231 days. The goal is to keep an average of $9 - $15 million in liquid assets in order to meet operational needs and for unexpected expenditures that may arise. The City is in compliance with California Government Code Section 53646 which requires local agency to report its ability to meet pooled expenditure requirements for the next six (6) months. The City's portfolio will stay the course based on the current economic trends. Covering cash flow needs rank as the top priority. Portfolio Performance: CD /Coupon /Discount Investments • Interest Collected 10,275.34 10,275.34 • Plus Accrued Interest @ End of Period 37,320.84 37,320.84 ➢ Less Accrued Interest @ Beginning of Period ( 34,400.05) ( 34,400.05) ➢ Less Accrued Interest @ Purchase During Period 0.00 0.00 Interest Earned during this Period 13,196.13 13,196.13 Adjusted by Premiums and Discounts 564.74 564.74 Adjusted by Capital Gains or Losses 0.00 0.00 13,760.87 13,760.87 Pass Through Securities ➢ Interest Collected 0.00 0.00 Y Plus Accrued Interest @ End of Period 0.00 0.00 • Less Accrued Interest @ Beginning of Period (0.00) (0.00) • Less Accrued Interest at Purchase During Period (0.00) (0.00) Interest Earned during this Period 0.00 0.00 Adjusted by Premiums and Discounts 0.00 0.00 Adjusted by Capital Gains or Losses 0.00 0.00 Earnings during Periods 0.00 0.00 + Investment Report Summary September 5, 2017 Page Two Cash /Checking Accounts: ➢ Interest Collected (Goldman Sachs) ➢ Plus Accrued Interest at End of Period ➢ Less Interest at Beginning of Period Interest Earned this Period Total Interest Earned Total Adjustments from Premium and Discounts Total Capital Gains or Loss Total Earnings this Period 42,403.74 45,936.37 (73,624.68) 14,815.43 42,403.74 45,936.37 ( 73.524.681 14,815.43 28,011.56 28,011.56 564.74 564.74 0.00 0.00 28,576.30 28,576.30 Notes: Adjusted by Premium /Discounts represents the premium or discount cost involved to secure higher or lower yield securities. The cost of the premium or discount is amortized down or up respectively to par over the life of the bond until reaching maturity. By amortizing the amount of taxable interest Is reduced for each year the city owns the bond. This is because the amortized premiums or discounts offset the ordinary income of the coupon payment. As long as a bond is held to maturity there will be no capital loss or gain to report. Attachments: Reconciliation Report Interest Report Portfolio Summary Investment Activity Month End & Year # of Securities Interest Average Balance YTM 360% YTM 365 Effective Rate of Return Days to Maturity Jul -16 39 20,711.33 29,035,886.87 0.849 0.861 0.84% 213 Aug -16 39 21,322.94 29,068,055.07 0.876 0.888 0.86% 225 Sep -16 39 21,208.36 29,084,435.06 0.881 0.893 0.89% 215 Oct -16 39 21,973.80 29,112,032.67 0.884 0.896 0.89% 223 Nov -16 39 20,795.72 27,665,678.31 0.956 0.969 0.91% 253 Dec -16 38 21,368.32 25,949,845.70 1.015 1.029 0.97% 280 Jan -17 38 23,161.80 27,030,078.37 0.977 0.991 1.01% 217 Feb -17 38 24,031.34 30,621,974.05 1.099 0.023 1.02% 221 Mar -17 38 24,438.78 27,712,717.35 1.062 1.076 1.04% 235 Apr -17 38 24,681.65 27,743,013.65 1.108 1.124 1.08% 237 May -17 38 26,957.82 28,542,075.12 1.117 1.133 1.50% 591 Jun -17 38 28,593.15 30,515,206.23 1.169 1.186 1.14% 216 Jul -17 37 28,576.30 28,242,917.30 1.244 1.261 1.19% 245 Attachments: Reconciliation Report Interest Report Portfolio Summary Investment Activity Lynwood - Portfolio Management Portfolio Management Portfolio Summary July 31, 2017 Investments Par Value Market Value nook Value %of PorttoDo Term Days to Maturity YTM 360 Equiv. VIM 365 Equi, Money Market Funds 280,255.83 290,255.83 290,25523 1.12 1 1 D.898 0.910 LAIF 15,257,932.26 15,257,93226 15.257,93220 59.03 1 1 1.038 1.050 Corporate Notes 3,500,00D.00 3,494.98250 3,492.955AD 13.51 1,170 626 1.574 1.697 Federal Agency 2.000,000.0D 1,992940.00 1.9929D5.74 7.71 1. 429 893 1.504 1.525 Treasury Coupon Securities 1,000,110D.01) 1,OD0.515.00 997,71856 3.86 1,801 348 1.369 1.408 Federal Agency callable 350,110D.01) 348.D48.00 350,000.00 1.35 1.098 1,009 1.556 158D CD-FDIC 3,406.00D.00 3,465205.37 3,465,237.04 13AI 1,225 479 1.530 1.557 25,864,188.09 25,850,858.96 25,847,005.43 100.00% 510 245 1.244 1.261 Investments Total Earnings July 31 Month Fading Fiscal Year To Date Current Year 28,57630 28,57630 Average Daily Balance 28,242,917.30 28,242,917.30 Effective Rate of Return 1.19% 1.194110 8-9 -17 F N Financial Main Street A visors, Rich PhOlps Reporting period 07101r1017 -07!3112017 Data Updated: SET PMM: 0 810 82017 14:20 Pon D�084182117 -1410 Portfolio LYNW AP PM(PRF PM1)7.3.0 Repel Ver.Z3.5 16 City of Lynwood Cash Reconciliation Report For the Period July 1, 2017 - July 31, 2017 Trans. Trans. Par Maturity Date Investment # Fund Type Security ID Value Security Description Date Purchases Interest Redemptions Cash 07/03/2017 10072 LYN Interest 06740KGZ4 245,000.00 BACR 0.2M 1.15% Mat. 07103/2017 0710312017 0.00 7.72 0.00 7.72 07/0312017 10072 LYN Interest 06740KGZ4 245,000.00 BACR 0.2M 1.15% Mat. 07/03/2017 07/03/2017 0.00 1,397.17 0.00 1,397.17 07/03/2017 10090 LYN Interest 02587DZM3 248, 000.00 AXP 0.2M 1.65% Mat. 07 /02/2018 0710212018 0.00 2,029.18 0.00 2,029.18 07/03/2017 10072 LYN Maturity 06740KGZ4 245,000.00 BACR 0.2M 1.15% Mat. 07/03/2017 07/03/2017 0.00 0.00 245,000.00 245,000.00 07/10/201710103 LYN Interest 89233P7E0 250,000.00 TOY 0.3M 1.38% Mat 01 /1012018 01/10/2018 0.00 1,718.75 0400 1,718.75 07/10/201710116 LYN Interest 40434AZ44 248,000.00 HSBC 0.2M 1.40% Mat. 07/08/202007/08 /2020 0.00 1,721.73 0.00 1,721.73 07/12/2017 10107 LYN Interest 9497483K1 248,000.00 WFB 0.2M 1.15% Mat 02/12/2018 02/12/2018 0.00 234.41 0.00 234.41 07/12/201710128 LYN Purchase 46849LSW2 250,000.00 JAC 0.3M 2.50% Mat. 0612712022 06/2712022 - 247,795.00 - 260.42 0.00 - 248,055.42 07/17/201710125 LYN Interest 24422ERY7 250,000.00 DE 0.3M 1.70% Mat. 01115/2020 01115/2020 0.00 2,125.00 0.00 2,125.00 0712612017 10083 LYN Interest 20033AJLI 248,000.00 ADS 0.2M 1.70% Mat 05/2512018 0512512018 0.00 346.52 0400 346.52 07131/2017 10073 LYN Interest 856284Y73 245,000.00 SBIIN 0.2M 1.20% Mat 07/3112017 07/31/2017 0.00 16.11 0.00 16.11 0713112017 10073 LYN Interest 856284Y73 245,000.00 SBIIN 0.2M 1.20% Mat 07/31/2017 07/3112017 0.00 1,457.92 0.00 1,457.92 07/31/2017 10073 LYN Maturity 856284Y73 245,000.00 SBIIN 0.2M 1.20% Mat. 07 13112017 07131/2017 0.00 0.00 245,000.00 245,000.00 Subtotal - 247,795.00 10,794.09 490,000.00 252,999.09 Run Date: 08108/2017 -14:13 Total - 247,795.00 10,794.09 490,000.00 252,999.09 Portfolio LYNW AP AC (PRF AC) 7.2.0 Report Vet. 7.3.5 32 Lynwood - Portfolio Management Portfolio Management Interest Earnings Summary July 31, 2017 July 31 Month Ending Fiscal Year To Date Page 1 CDICouponlDiscount Investments: Interest Collected 10,275.34 10,275.34 Plus Accrued Interest at End of Period 37,320.84 37,320.84 Less Accrued Interest at Beginning of Period ( 34,400.05) ( 34,400.05) Less Accrued Interest at Purchase During Period ( 0.00) ( 0.00) Interest Earned during Period 13,196.13 13,196.13 Adjusted by Premiums and Discounts 564.74 564.74 Adjusted by Capital Gains or Losses 0.00 0.00 Earnings during Periods 13,760.87 13,760.87 Pass Through Securities: Interest Collected 0.00 0.00 Plus Accrued Interest at End of Period 0.00 0.00 Less Accrued Interest at Beginning of Period ( 0.00) ( 0.00) Less Accrued Interest at Purchase During Period ( 0.00) ( 0.00) Interest Earned during Period 0.00 0.00 Adjusted by Premiums and Discounts 0.00 0.00 Adjusted by Capital Gains or Losses 0.00 0.00 Earnings during Periods 0.00 0.00 Cash /Checking Accounts: Interest Collected 42,403.74 42,403.74 Plus Accrued Interest at End of Period 45,936.37 45,936.37 Less Accrued Interest at Beginning of Period ( 73,524.68) ( 73,524.68) Interest Earned during Period 14,815.43 14,815.43 Total Interest Earned during Period 28,011.56 28,011.56 Total Adjustments from Premiums and Discounts 564.74 564.74 Total Capital Gains or Losses 0.00 0.00 Total Earnings during Period 28,576.30 28,576.30 Portfolio LYNW Data Updated: SET_PMM: 08/08/2017 14:20 AP Run Date: 081082017 -14:20 PM (PRF_PM8) 7.3.0 Report Ver. 7.3.5 26 FTN FINANCIAL. Investment Activity M MAIN STREET ADVISORS 7/31/2017 A SLJndtn in.n+Mdibendmaw Number of Positions at Month End 42 Au -16 41 1 oct -16 40 De2-16 39 I Feb -17 38 Apr-17 Jun -17 0 Purchases - 37 2 0 1 0 0 Q. 36 1 35 0 34 1 33 1 2 City of Lynwood J� Aug -16 Sep -16 Oct -16 Nov -16 Dec -16 Jan -17 Feb -17 Mar -17 Apr -17 May -17 Jun -17 Jul -17 Purchases and Redemptions' (Excluding LAIF & MMF) 6 w 5 c 0 U 4 N G 0 I- 3 0 `w 2 - n E z Z 1 - 0 Aug -16 Sep -16 Oct -16 Nov -16 Dec -16 Jan -17 'Redemptions include maturities, calls, and sells (excluding paydowns) wPurchases NRedemptions Feb -17 Mar -17 Apr -17 May -17 Jun -17 Jul -17 15 Au -16 I S92-16 1 oct -16 1 Nov -16 De2-16 I Jan -17 I Feb -17 Mar -17 Apr-17 Mal-17 Jun -17 Jul -17 Purchases 2 2 1 1 1 0 0 1 1 0 1 1 Redem dons 1 2 1 2 1 1 1 1 2 1 0 1 0 1 1 1 1 0 1 1 2 Total Transactions 1 3 1 0 1 0 1 5 2 1 4 1 4 1 2 1 2 0 1 0 3 15 �J DATE: TO: APPROVED BY: PREPARED BY: SUBJECT: Recommendation: AGENDA STAFF REPORT September 5, 2017 Honorable Chair and Members of Successor Agency Alma K. Martinez, City Manage A ), John Yonai, Interim Community Development Bruno Naulls, Projects Manager Adoption of the Amended Recognized Schedule (ROPS 17 -18B) and Administrative Budget nent Staff recommends that the Lynwood Successor Agency adopt the attached resolution entitled: "A RESOLUTION OF THE LYNWOOD SUCCESSOR AGENCY APPROVING THE AMENDED RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS 17- 18B)." Background: Pursuant to Health and Safety Code 34177.7 (o)(1)(E), once per Recognized Obligation Payment Schedule (ROPS) period, and no later than October 1, a successor agency may submit one amendment to the Recognized Obligation Payment Schedule, if the oversight board makes a finding that a revision is necessary for the payment of approved enforceable obligations during the second one -half of the Recognized Obligation Payment Schedule period, which shall be defined as January 1 to June 30, inclusive. The Amended ROPS17 -18B is due to the DOF on October 1, 2017. To meet this deadline, if approved, staff will schedule for the Amended ROPS 17 -18B to be considered and approved by the Oversight Board in the afternoon of September 19, 2017. Discussion & Analysis: On January 24, 2017, California Department of Finance (DOF) received the Oversight Board approved ROPS 17 -18. On March 28, 2017, the DOF rendered its determination AGENDA ITEM on the Successor Agency's 2017 -18 Annual Recognized Obligation Payment Schedule which is attached hereto as Attachment A Staff requests the following amendments to ROPS17 -1813: Item No Description Total Outstanding Balance ROPS 17 -18B Amount Amended ROPS 17 -18B Funding Source #20 Rogel v. LRA - Re. Revised from $0 0 RPTTF Settlement Agreement . $13,000,000 executed by DOF 2/10/2017 to Recitals: Sec. A.13 Pre 24,000,000 Construction Cap $17 million, for development of 66 units; Settlement Agreement terms: Sec.(f).2, fund above construction cap may be approved with proper construction cost documentation. #21 Rogel v. LRA — Notice of $2,712,875 $0 $2,712,875 RPTTF Entry of Judgment (April 23, 2013). Outstanding debt to the LMIHF. (Case # BS106592) outstanding debt to LMIHF adjusted with interest less deposits per Settlement Agreement. Funds must be repaid prior to release of Development Funds. Funds needed to move pending Project forward. 2 Y Findings that Revisions are Necessary The Oversight Board must make a finding that a revision is necessary for the payment of approved enforceable obligations during the second one -half of the ROPS period (January 1, 2018 to June 30, 2018). The resolution approving these Amended ROPS includes the ability for Mr. Jose Ometeotl, Lynwood Finance Director, or his designee, to make changes to the Amended ROPS to comport with any revision requests from the Department of Finance. Item Nos. 20 -21: Item 20: The DOF previously denied Items 20 -24, citing the Health and Safe Code section 34163(c) prohibiting a redevelopment agency from amending or modifying existing agreements. After negotiation with Finance and the petitioners on the Rogel matter, on February 10, 2017 the DOF signed a Settlement Agreement which approved items 20 -22 as eligible obligations (23 -24 pending additional documentation) (See Attachment A). Item 20 dictates the amount of funds required for the development of affordable housing units pursuant to the Rogel Case /Settlement Agreement. Currently the amount shows $13,000,000 which is not representative of the true cost of development of said 66 affordable housing units. Per the Settlement Agreement, a pre - construction cap was established in the amount of $17,000,000. As part of its obligation under the Settlement Agreement to produce sixty -six (66) affordable units, the Lynwood Housing Authority along with the City of Lynwood have identified and have been negotiating with a development team to construct the requisite affordable units. As a result of these negotiations, the parties have entered into an Amended and Restated Disposition and Development Agreement pursuant to which, it was determined that the total estimated cost (including finance costs) for the development of the 66 affordable units is $24,000,000, which amount is now being requested by the Lynwood Successor Agency to replace the enforceable obligation amount identified in item 20 of the previously submitted 17 -18 ROPS. Item 21 represents the remaining amount to be repaid to the LMIHF. Combing the sequestration of funds, requested amount for LMIHF payment and applying the 20% deposit requirement for funds received by the SA for debt payment of City Promissory Note, the total amount received for deposited into the LMIHF is $1,314,202, which reduces the total outstanding amount owed to the LMIHF to $2,712,875. The LMIHF is held by the Lynwood Housing Authority as sole and primary financial mechanism for funding the 66 affordable units. In order to move the aforementioned affordable housing project forward, funds will need to be timely available for said project.. As item 21 must be completely funded prior to funding for item 20, staff is requesting that the funded amount requested for item 21 be increased from $0 to $2,712,875 during the second period. 3 Fiscal Impact: If the Successor Agency does not October 1, 2017, the Successor Agency obligations. Coordinated With: City Attorney Royce Jones, Special Counsel Finance Department Attachment: submit an amended ROPS 17 -18B by may not be able to meet some of its Attachment A- California Department of Finance — March 28, 2017 Letter Exhibit A —Approved ROPS 17 -18 Rogel Settlement Agreement 11 SUCCESSOR AGENCY RESOLUTION NO. A RESOLUTION OF THE LYNWOOD SUCCESSOR AGENCY APPROVING THE AMENDED RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS 17 -18B) WHEREAS, pursuant to Health and Safety Code (HSC) section 34177(o)(1)(E), the Successor Agency may submit one Recognized Obligation Payment Schedule (ROPS) amendment for each period; and WHEREAS, the amended ROPS must be approved by the Oversight Board and submitted to the State Department of Finance no later than October 1; and WHEREAS, the Oversight Board must make a finding that the revision is necessary for payment of approved enforceable obligations during the second half of the ROPS period (January 1 to June 30); and WHEREAS, the Successor Agency may only amend the amounts authorized for payment of approved enforceable obligations. NOW, THEREFORE, THE SUCCESSOR AGENCY BOARD DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The Recitals set forth above are true and correct and incorporated herein by reference. Section 2. Finding that Revision is Necessary. To the extent necessary and appropriate, the Successor Agency ratifies, approves, and agrees with the Oversight Board finding that a revision is necessary for the payment of approved enforceable obligations during the second one -half of the Recognized Obligation Payment Schedule period. Section 3. Approval to adopt the Amended Recognized I nt Schedule 17 -18B. The Successor Agency hereby approves the 17 -18B, in substantially the form attached hereto as Exhibit A. Section 4. Authorization to Make Changes. To avoid any civil penalty that may be imposed, the Successor Agency authorizes the Lynwood Finance Director or his or her designee to make any reformatting changes pursuant to any direction from the State Department of Finance or correct validation errors. Section 5. Posting; Transmittal to Appropriate Agencies. The Lynwood Finance Director is authorized and directed to post a copy of the Amended ROPS 17- 18B on the City's website. The Lynwood Finance Director or his or her designee is further authorized and directed to transmit, by mail or electronic means, to the County 5 Auditor - Controller, the State Controller, County Chief Administrative Officer and the State Department of Finance a copy of the Amended ROPS 17 -18B and to respond to questions and request for documents, and information from the County and State agencies relating to the Amended ROPS. Section 6. Approval to adopt the Administrative Budget. The Successor Agency adopts the Administrative Budget as included in the Amended ROPS 17 -18B. Section 7. That the City Clerk certify to the adoption of this Resolution. PASSED, APPROVED and ADOPTED this 5th day of September 2017. ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: Noel Tapia City Attorney Maria Santillan -Beas Mayor Alma K. Martinez City Manager 2 EN'r O,c. � A y IL u T Z 11 IIII n o M * DEPARTMENT OF EDMUND G. BROWN ,JR. GOVERNOR C9t,FVRNIP F I N A N C E 915 L Siw EET BACRAMENTD CA 95B 14-3'106 WWW.DO F.CA.GVV March 28, 2017 Ms. Lorry Hempe, Public Works Special Projects Manager City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Dear Ms. Hempe: Subject: 2017 -18 Annual Recognized Obligation Payment Schedule Pursuant to Health and Safety Code (HSC) section 34177 (o) (1), the City of Lynwood Successor Agency (Agency) submitted an annual Recognized Obligation Payment Schedule for the period of July 1, 2017 through June 30, 2018 (ROPS 17 -18) to the California Department of Finance (Finance) on January 24, 2017. Finance has completed its review of the ROPS 17 -18. Based on a sample of line items reviewed and application of the law, Finance made the following determinations: Item No. 9 — Bond Oversight costs in the total amount of $90,000 is partially allowed. The Agency provided vouchers and invoices supporting $4,500 of bond oversight costs. Therefore, Finance made an adjustment of $85,500 and authorized Redevelopment Property Tax Trust Fund (RPTTF) in the amount of $4,500 for the ROPS 17 -18 period. To the extent the Agency can provide documentation, such as an executed contract or invoices to support the estimates, additional funding may be considered on a future ROPS. • Item Nos. 101 — 2010 Promissory Note in the amount of $444,315 is partially allowed. HSC section 34191.4 (b) (3) (A) allows repayment to be equal to one -half of the increase between the ROPS residual pass- through distributed to the taxing entities in the preceding fiscal year and the ROPS residual pass- through distributed to the taxing entities in the fiscal year 2012 -13 base year. According to the Los Angeles County Auditor - Controller's (CAC) report, the ROPS residual pass- through amount distributed to the taxing entities for fiscal year 2012 -13 and 2016 -17 are zero and $959,363, respectively. Pursuant to the repayment formula, the maximum repayment amount authorized for the ROPS 17 -18 period is $479,682. Finance approved $123,082 for Item No. 11, 1999 City and Agency Cooperative Agreement. As such, only $356,600 ($479,682 - $123,082) is available for Item No. 101. Therefore, with the Agency's concurrence, Finance made an adjustment of $84,715 to reduce the total requested amount for Item No. 101 from $441,315 to $356,600. The Agency may be eligible for additional funding on a subsequent ROPS. Ms. Lorry Hempe March 28, 2017 Page 2 Item No. 20 — Various Rogel I Low and Moderate Income Housing Asset Fund (LMIHAF) Payment Obligations in the total outstanding amount of $13,000,000. This item is an enforceable obligation. However, pursuant to section 1 (e) of the February 10, 2017 Settlement Agreement (Settlement Agreement) resulting from the Sacramento Superior Court, Esperanza Rogel et al. v. Finance et al., Case No. 34- 2014 - 80001977, the Agency is prohibited from requesting any funds for Item No. 20 until the full amount of Item No. 21 has been funded. The total outstanding balance for Item No. 21 for the ROPS 17 -18 period is $3,282,850 with only $100,000 being requested for this period. Therefore, $145,000 RPTTF funding requested is not allowed for Item No. 20 at this time. Item No. 21 — Rogel I LMIHAF Payment Obligations in the amount of $100,000 has been reclassified. This item is an enforceable obligation. The Settlement Agreement requires the sequestered funds released by the Los Angeles CAC be used for the purpose of satisfying this enforceable obligation. It our understanding $683,333 and $447,021 were released for the ROPS 15 -16A and ROPS 15 -16B periods, respectively. As such, a total amount of $1,130,354 ($683,333 + $447,021) is available to the Agency for payment of this obligation. Therefore, Finance has reclassified the $100,000 requested from RPTTF to Other Funds. Item Nos. 23 and 24 — Legal costs in the total outstanding amount of $200,000 are not allowed. The Agency stated these are estimates and did not provide documentation to support amounts requested. Therefore, these items are not enforceable obligations and the total requested amount of $200,000 is not eligible for RPTTF funding. To the extent the Agency can provide documentation, such as executed contract, agreements, or vendor invoices, to support the requested funding, the items may be considered on a future ROPS. Item No. 55 — Loan to the Agency relating to the 2006 Promissory Note (2006 Note) between the City of Lynwood and the former redevelopment agency to the City of Lynwood in the total outstanding amount of $362,942 is not allowed. Pursuant to HSC section 34191.4 (b), loan agreements between the former redevelopment agency and sponsoring entity may be placed on the ROPS if the following requirements are met: (1) the Agency has received a Finding of Completion; and (2) the Agency's Oversight Board (OB) approves the loan as an enforceable obligation by finding the loan was for legitimate redevelopment purposes. The Agency received a Finding of Completion on December 16, 2015. However, Finance's March 9, 2009 determination letter denied OB Resolution No. 2017 -002, making a finding that the loan was for legitimate redevelopment purposes because the 2006 Note provided was not signed. Therefore, the requested amount of $76,362 is not eligible for RPTTF funding. Except for the items adjusted, Finance is not objecting to the remaining items listed on the ROPS 17 -18. If the Agency disagrees with Finance's determination with respect to any items on the ROPS 17 -18, except items which are the subject of litigation disputing Finance's previous or related determinations, the Agency may request a Meet and Confer within five business days of the date of this letter. The Meet and Confer process and guidelines are available on Finance's website: Ms. Lorry Hempe March 28, 2017 Page 3 htti):Hdof.ca.gov/Programs/Redevelol)ment/Meet And Confer/ The Agency's maximum approved RPTTF distribution for the reporting period is $4,669,187 as summarized in the Approved RPTTF Distribution table on Page 5 (see Attachment). RPTTF distributions occur biannually, one distribution for the July 1, 2017 through December 31, 2017 period (ROPS A period), and one distribution for the January 1, 2018 through June 30, 2018 period (ROPS B period) based on Finance's approved amounts. Since Finance's determination is for the entire ROPS 17 -18 period, the Agency is authorized to receive up to the maximum approved RPTTF through the combined ROPS A and B period distributions. On the ROPS 17 -18 form, the Agency reported cash balances and activity for the period of January 1, 2016 through June 30, 2016. Finance reviews the Agency's self- reported cash balances on an ongoing basis. The Agency should be prepared to submit financial records and bridging documents to support the cash balances reported upon request. Finance's ROPS 17 -18 cash balances review indicates the Agency has approximately $3,772 of Other Funds available to pay for enforceable obligations on the ROPS for the period of July 1, 2018 through June 30, 2019 (ROPS 18 -19). HSC section 34177 (1) (1) (E) requires the balances be used prior to requesting RPTTF. The Agency was not required to report the estimated obligations versus actual payments (prior period adjustment) associated with the July 1, 2015 through June 30, 2016 period (ROPS 15 -16). The Agency will report actual payments for ROPS 15 -16 on ROPS 18 -19, pursuant to HSC section 34186 (a) (1). A prior period adjustment may be applied to the Agency's ROPS 18 -19 RPTTF distribution. Therefore, the Agency should retain any unexpended ROPS 15 -16 RPTTF. Absent a Meet and Confer, this is Finance's determination regarding the obligations listed on the ROPS 17 -18. This determination only applies to items when funding was requested for the 12 -month period. The ROPS 17 -18 form submitted by the Agency and Finance's determination letter will be posted on Finance's website: http://dof.ca.gov/Programs/Redevelopment/ROPS/ Finance's determination is effective for the ROPS 17 -18 period only and should not be conclusively relied upon for future ROPS periods. All items listed on a future ROPS are subject to review and may be denied even if not denied on this ROPS or a preceding ROPS. The only exception is for items that have received a Final and Conclusive determination from Finance pursuant to HSC section 34177.5 (1). Finance's review of Final and Conclusive items is limited to confirming the scheduled payments as required by the obligation. The amount available from the RPTTF is the same as the amount of property tax increment available prior to the enactment of the redevelopment dissolution law. Therefore, as a practical matter, the ability to fund the items on the ROPS with property tax increment is limited to the amount of funding available to the Agency in the RPTTF. Ms. Lorry Hempe March 28, 2017 Page 4 Please direct inquiries to Anna Kyumba, Supervisor, or Daisy Rose, Lead Analyst, at (916) 322 -2985. Sincerely, ggtram WARDget Manager cc: Ms. Bruno Naulls, Project Manager, City of Lynwood Ms. Kristine Burns, Manager, Department of Auditor - Controller, Los Angeles County Ms. Lorry Hempe March 28, 2017 Page 5 Attachment Approved RPTTF Distribution For the period of July 2017 through June 2018 ROPS A Period ROPS B Period ROPS 17.18 Total RPTTF Requested $ 2,717,235 $ 2,393,529 $ 5,110,764 Administrative RPTTF Requested 125,000 125,000 250,000 Total RPTTF Requested 2,842,235 2,518,529 5,360,764 RPTTF Requested 2,717,235 2,393,529 5,110,764 Adjustments Item No.9 (4t,M) (61,tm) Item No. 20 (95,000) (50,000) Item No. 21 (100,000) 0 Item No. 23 (30,000) (30,000) Item No. 24 (70,000) (70,000) Item No. 55 (76,362) 0 Item No 101 84 715 0 503,827 187,750) 691,577 RPTTF Authorized 2,213,408 2,205,779 4,419,187 Administrative RPTTF Authorized 125,000 125,000 250,000 Total RPTTF Approved for Distribution $ 2,338,408 $ 2,330,779 $ 4,669,187 >xM V u11 . -0J—.> ..1. • a • x nnea �wx- oouge.r naea .r.ntr. -�xn. Fun05pVR0• FuAQ 6burc0s • ® >I taumam•uy t BN Op �)tVIIYAIP� b pWMm. 1.Mma I.BW.UB Y Yt t. �i v mb• v >mb x r mw4q me ybpvypp.p gyu>o. 408® >rat® mbPatlO WorgWxeO t® unV vq WCtpaysmµxm•mvwR.mnn oury0mmpm.r. >ti>em.. >qm-a ® m® 5® 4m VIVY N4aa6 mA mazybOSbwlr63 N tivmymuin.ee 9.snnt F�a .9amm ®A mumwsdMasW+q 111PA talcOMm W.axm Oq(wMtmnPa n9A ' - -. - &moty �OMalnumi� Im. mm�fexYWxMmetM .xwxwsegngmn zub.me.. a.aeaq+q PW M. - -699tlp _Y. -. { Via-[ 9t w' }i.'.;?Elf.tL:V �,: �y�'t .. n..a�:,. >n.c.m. awmmrnam v�rm vmw .oerr..a..bmgn Pn. Em¢.e.b Aw.+•. .m..a i.me•m x • aoto � auto s - aote �.bv.rw..a. .e .bm�ba."�,.w. > _ _ =woo- ®' °°•' b�"�'• 'e."° '�. - .r+�` ` -b. xts� •> 5�' •", y��« `.,. t � " e' .. r.n®...mEe xq•agl.e.i. mnom mvmta w+a xa..emmlv..wq�q x • s . roeEEl aaxvmmw mnW IB>gmvau�pYaa ote t0 'hmmWtamm umep0m¢BCpxmhimNO 0.® i fl� Bm W t. V®..tEtS WetlWU t0 vDEO ae.mi W - t 9rmaEM'JaMin rdp w w�ru � Wa —.. TtY.® — Vs'e0 bsgm wmmt ?/.9 a�pa..' "`""' am4.m> A9 '4 --c{ "�'.m��.�+ w �. f -_4, ee® .;c ..em, ,':. w; a m r ,✓ Lim=o .» =I= WON,?" $ •. ab...moefax>.••amn umm Ybm s ..a- -v w.n.m�ms mm� vonaw �h hPRE�� wm+ma:r II EM' Pobv} t ueraa fyv i nua • x0 EM' WTN NA • tm..�Ew�¢E ' rota LeVxm - tmVe +M exwr r m�WE a � b ID] yyr� a 1S ttY ® ®® �A14W .v.nm•.m .xmmva�+ee � Y , i� %'% �' is ' I"` mali,'I Emq m•u 5 �.. txr, , ry ..,� yP C6fA,1 r, m.(rraee• xm+b•.v +entmw vm mv. tbna �� t _ - -YLAIB a�x.� wm r .ema Bx.® x S. • ]5o.vn } ••B.ry axeemi6w• u.VeOn irvmte vgn>ta. nym • InAx t8® Ra,aupsM[Vtt a05e¢ >Cmnett 40bbq+ BpeaPmtlgmnu4aa • t10 m> ntePmw 9snbYw sb�an.w'q�•.ma oonewbm lmeemi Paucibea �dnm to q i� �n�eyevb.uma byvr.• ® .m im BmNa Esveeumsov fseuo t .. • - II � III 4 E �� � k II 1111 a .� 11 III a pP II III S = ill ®11 aLL I1 1111 a S pS z� ouaud •( e a�8 :�$��gg €Q� {!!m ���x�� gg SQ ➢Ax �a � _ °Q�lia➢��6 $ E, 4. @Ir. � $2 6 �(6 � . ' �p gS ag ➢g ` °�� ��?•9 Q3pp ¢ 6° �a �� 5 Q�d ' p5 yp 3° � °�, { {Sj °Bf� g $� ��� pS zp E ggg555 $ggx. 88„ E fig yd✓ ➢ sy��m E8q{g�;pf�® $8g x P�5 y F! � Q�$EEa� �2Ea� jjgg � qe €, � y 9 gYYE.'$!4P qQy Er 9 gg Aug�gA jF''..(( 8 Y � {Q dpi !�pg�s §S�'�a � l4 d% 'e yy$ ��E € S. ppppppk S ?8Dp �yyflfl''55� 8 ®Q)$ F8fi ?Ep a$ {55� 66 5d9 d• $o �¢pp �ttCCB€F'�5g?Q Ilpg E Q b�k Qi[ .st;$¢ §Sg;Q Qgg p6 €5 Qt8d€ Q fill !•, 55 99EE�Q {fi w e d g gg a a S c g9r � � g ���� s•,g 3 #�s � � z �i �.� � � ��. -F s x® � 3 s_ aQa gs pg 1! rif - 1 94 � ee ➢ I. F $ °.�t . � sA -s &.A E.1 Is H� HIM H JNY I. MI l Pnup� Jug ]O.IDI Y aseaes ©wweee ©eeeeeweee won t ® ,,., ®�oo�0000000000t�oo v ❑❑O ❑ ❑ ❑ ❑❑ ❑ ❑ ❑ ❑ ❑❑ ❑❑ �F=lU,nr -- ass -- �- �- - - - -: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SHASHI HANUMAN (SBN 198522) NISHA N. VYAS (SBN 228922) PUBLIC COUNSEL LAW CENTER 610 South Ardmore Avenue Los Angeles, California 90005 Tel: (213) 385 -2977 Fax: (213) 385-9089 shanuman@publiecounsel.org nvyas@publiecounsel.org Attorneys for Petitioners and Plaintiffs ESPERANZA ROGEL, JAIME TORRES, and GERARDO ESPINOZA Additional counsel listed on followingpage. SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SACRAMENTO ESPERANZA ROGEL; JAIME TORRES; AND GERARDO ESPINOZA, as individuals and as taxpayers, Plaintiffs and Petitioners, V. STATE OF CALIFORNIA DEPARTMENT OF FINANCE; MICHAEL COHEN, in his official capacity as Director of the State of California Department of Finance; JOHN NAIMO, in his official capacity as the Auditor - Controller of the County of Los Angeles; and DOES 1 -100, Respondents and Defendants CITY OF LYNWOOD, in its capacity as Successor to Lynwood Redevelopment Agency; LYNWOOD HOUSING AUTHORITY, in its capacity as Housing Successor to the Lynwood Redevelopment Agency, OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE DISSOLVED LYNWOOD REDEVELOPMENT AGENCY; and DOES 102 -200, Real Case No. 34-2014-80001977 STIPULATION FOR ENTRY OF JUDGMENT; [PROPOSED] JUDGMENT Dept: 24 Judge: Hon. Shellyanne W. L. Chang Action Filed: November 14, 2014 Hearing Date: February 17, 2017 Hearing Time: 10:00 a.m. 1 STIPULATION FOR ENTRY OF JUDGMENT; [PROPOSED] JUDGMENT Case No. 34-2014-80001977 n 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 MICHAEL F. RAWSON (SBN 95868) CRAIG CASTELLANET (SBN 176054) CALIFORNIA AFFORDABLE HOUSING LAW PROJECT, OF THE PUBLIC INTEREST LAW PROJECT 449 15th Street, Suite 301 Oakland, California 94612 Tel: (510) 891 -9794 Fax: (510) 891 -9727 mrawson @pilpca.org ccastellanet @pilpca.org MARCELLUS A. MCRAE (SBN 140308) ADAM L. YARIAN (SBN 281040) GIBSON, DUNN & CRUTCHER LLP 333 S. Grand Avenue, Los Angeles, CA 90071 Tel: (213) 229 -7000 Fax: (213) 229-6675 mmcrae @gibsondunn.com SCOTT VOELZ (SBN 181415) CYNTHIA A. MERRILL (SBN 254571) O'MELVENY & MYERS LLP 400 South Hope Street Los Angeles, CA 90071 -2899 Tel: (213) 430 -6000 Fax: (213) 430-6407 svoelz @omm.com cmerrill @omm.com RICHARD ROTHSCHILD (SBN 67356) S. LYNN MARTINEZ (SBN 164406) WESTERN CENTER ON LAW & POVERTY 3701 Wilshire Boulevard, Suite 208 Los Angeles, CA 90010 -2826 Tel: (213) 235 -2637 Fax: (213) 487 -0242 rrothscEld@wclp.org Attorneys for Petitioners and Plaintiffs ESPERANZA ROGEL, JAIME TORRES, and GERARDO ESPINOZA STIPULATION FOR ENTRY OF JUDGMENT; [PROPOSED] JUDGMENT Case No. 34 -2014- 80001977 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STIPULATION FOR ENTRY OF JUDGMENT WHEREAS: A. Petitioners Esperanza Rogel, Jaime Torres, and Gerardo Espinoza (collectively, "Petitioners ") filed a Verified Petition for Writ of Mandate and Complaint for Declaratory and Injunctive Relief ( "Petition ") on November 14, 2014. B. The California Department of Finance ( "DOF ") and Michael Cohen, in his official capacity as the Director of the California Department of Finance (collectively, "DOF Respondents ") filed an Answer to the Petition on December 17, 2014. C. Real Parties in Interest, the City of Lynwood, in its capacity as Successor to Lynwood Redevelopment Agency ( "Successor Agency "), and Lynwood Housing Authority, in its capacity as the Housing Successor to the Lynwood Redevelopment Agency ( "Housing Successor") jointly filed a Statement of No Position on December 22, 2014. D. Respondent John Naimo, in his official capacity as the Auditor - Controller of the County of Los Angeles (the "Auditor- Controller "), filed an Answer to the Petition on February 3, 2015 E. Petitioners filed their Opening brief in Support of Petition for Writ of Mandate on February 10, 2015. F. DOF Respondents filed their Opposition brief on July 6, 2015. G. Petitioners filed an Amended Complaint on July 14, 2016, substituting for Doe Real Party in Interest 101 the Oversight Board to the Successor Agency to the Dissolved Lynwood Redevelopment Agency ( "Oversight Board "). H. Petitioners filed a Supplemental Memorandum in Support of their Petition for Writ of Mandate and Complaint for Declaratory and Injunctive Relief on August 9, 2016. 1 2016. I. DOF Respondents filed an Answer to the Amended Complaint on August 10, 2016. J. The Auditor - Controller filed an Answer to the Amended Complaint on August 16, STIPULATION FOR ENTRY OF JUDGMENT; [PROPOSED] JUDGMENT Case No. 34-2014-80001977 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 K. DOF Respondents filed a Response to Petitioners' Supplemental Memorandum in Support of their Petition for Writ of Mandate and Complaint for Declaratory and Injunctive Relief on August 29, 2016. L. Petitioners filed a Reply in Support of their Petition for Writ of Mandate and Complaint for Declaratory and Injunctive Relief on September 8, 2016. M. Real Party in Interest Oversight Board filed an Answer to the Amended Petition and a Statement of No Position on September 22, 2016. N. A hearing on the Petition for Writ of Mandate and Complaint for Declaratory and Injunctive Relief has been set for February 17, 2017 at 10:00 a.m., in Department 24 of the Sacramento Superior Court, the Honorable Shellyanne W. L. Chang presiding. O. All Parties — Petitioners, the DOF Respondents, the Auditor - Controller, the Successor Agency, the Housing Successor, and the Oversight Board —have agreed on the terms a settlement resolving all issues in this litigation and have executed in writing a settlement agreement (the "Settlement Agreement') setting forth those terms. THEREFORE, PETITIONERS, DOF RESPONDENTS, THE AUDITOR- CONTROLLER, AND REAL PARTIES IN INTEREST SUCCESSOR AGENCY, HOUSING SUCCESSOR AND OVERSIGHT BOARD (the "PARTIES "), BY AND THROUGH THEIR COUNSEL OF RECORD, STIPULATE AS FOLLOWS: 1. That the hearing in this matter currently scheduled for February 17, 2017, at 10:00 a.m., in Department 24 of the Sacramento Superior Court, the Honorable Shellyanne W. L. Chang presiding, shall be taken off calendar. 2. That the Court shall enter the Proposed Judgment attached hereto in accordance with the terms of the Settlement Agreement and pursuant to its powers under California Code of Civil Procedure section 664.6. IT IS SO STIPULATED. STIPULATION FOR ENTRY OF JUDGMENT; [PROPOSED] JUDGMENT Case No. 34-2014-80001977 2 3 4 5 6 7 81 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Respectfully submitted, Dated: February /V, 2017 PUBLIC COUNSEL CALIFORNIA AFFORDABLE HOUSING LAW PROJECT, OF THE PUBLIC INTEREST LAW PROJECT GIBSON DUNN & CRUTCHER LLP O'MELVENY & MYERS LLP WESTERN CENTER ON LAW AND POVERTY By: Cynthia A. Merr' O'Melveny & Myers LLP Attorneys for Petitioners and Plaintiffs ESPERANZA ROGEL, JAIME TORRES, AND GERARDO ESPINOZA Dated: February 2017 GUILLERMO FRIAS BEST BEST & KRIEGER LLP Guillermo Frias Attorneys for Real Parry in Interest OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE DISSOLVED LYNWOOD REDEVELOPMENT AGENCY Dated: February_, 2017 ROYCE K. JONES GUSTAVO LAMANNA KANE, BALLMER & BERKMAN By: Royce K. Jones Attorneys for Real Parties in Interest CITY OF LYNWOOD, IN ITS CAPACITY AS SUCCESSOR TO LYNWOOD REDEVELOPMENT AGENCY AND LYNWOOD HOUSING AUTHORITY, IN ITS CAPACITY AS HOUSING SUCCESSOR TO THE LYNWOOD REDEVELOPMENT AGENCY 5 STIPULATION FOR ENTRY OF JUDGMENT; [PROPOSED] JUDGMENT Case No. 34- 2014 - 80001977 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17' 18 19 20 21 22 23 24 25 26 27 28 Respectfully submitted, Dated: February , 2017 PUBLIC COUNSEL CALIFORNIA AFFORDABLE HOUSING LAW PROJECT, OF THE PUBLIC INTEREST LAW PROJECT GIBSON DUNN & CRUTCHER LLP O'MELVENY & MYERS LLP WESTERN CENTER ON LAW AND POVERTY By: Cynthia A. Merrill O'Melveny & Myers LLP Attorneys for Petitioners and Plaintiffs ESPERANZA ROGEL, JAIME TORRES, AND GERARDO ESPINOZA Dated: February '1, 2017 GUILLERMO FRIAS BEST BEST,,& KRIEGER LLP L2 Attorneys for Real Party in Interest OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE DISSOLVED LYNWOOD REDEVELOPMENT AGENCY Dated: February _, 2017 ROYCE K. JONES GUSTAVO LAMANNA KANE, BALLMER & BERKMAN By: Royce K. Jones Attorneys for Real Parties in Interest CITY OF LYNWOOD, M ITS CAPACITY AS SUCCESSOR TO LYNWOOD REDEVELOPMENT AGENCY AND LYNWOOD HOUSING AUTHORITY, IN ITS CAPACITY AS HOUSING SUCCESSOR TO THE LYNWOOD REDEVELOPMENT AGENCY STIPULATION FOR ENTRY OF JUDGMENT; [PROPOSED] JUDGMENT Case No. 34- 2014 - 80001977 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Respectfully submitted, Dated: February _, 2017 PUBLIC COUNSEL CALIFORNIA AFFORDABLE HOUSING LAW PROJECT, OF THE PUBLIC INTEREST LAN P ROJECT GIBSON DUNN & CRUTCHER LLP O'MELVENY & MYERS LLP WESTERN CENTER ON LAN AND POVERTY By: Cynthia A. Merrill O'Melveny & Myers LLP Attorneys for Petitioners and Plaintiffs ESPERANZA ROGEL, JAIME TORRES, AND GERA RDO ESPINOZA Dated: February _,2017 GUILLERMOFRIAS BEST BEST & KRIEGER LLP By: Guillermo Frias Attorneys for Real Party in Interest OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE DISSOI.,VF.D LYNWOOD REDEVELOPMENT AGENCY Dated: February L0, 2017 RovcEK. JONES GUSTAVO ,1MAI KANE, , LyMFR m Attoine} s 1 r Real ar[ies in Interest CITY of LYNWO ,NITS P CITY AS SUCCESSOR TO LYNWOO EDEV PMENT AGENCY AND LYNWOOD HOUSIN AUTHORITY, IN ITS CAPACITY AS HOUSING SUCCESSOR TO THE LYNWOOD REDEVELOPMENT AGENCY 5 STIPULATION FOR ENTRY OF JUDGMENT: [PROPOSED] JUDGMENT Case No. 34-2014-80001977 1 2 3 4 5 6 7 8 9 ]0' 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Dated: February, 2017 Dated: February 2017 STIPULATION FOR ENTRY OF Case No. : XAVIER BECERRA Attorney General of California MARC A. LEFORESTIER Supervising Deputy Attorney General B y 11044 , NAN Y . DOIG DeputY DOI a eneral Attorneys for spondents an endants CALIFORNIA DEPARTMENT OF IiNCE AND MICHAEL COHEN, IN HIS OFFICIAL CAPACITY AS THE DIRECTOR OF THE CALIFORNIA DEPARTMENT OP FINANCE MARY C. WICKHAM County Counsel By: Michael S. Buennagel Senior Associate County Counsel Attorneys for Respondent JOHN NAIMO, IN HIS OFFICIAL CAPACITY AS THE AUDITOR - CONTROLLER OF-THE COUNTY OF LOS ANGELES JUDGMENT 1 2 3 no 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Dated: February Dated: February, 2017 XAVIER BECERRA Attorney General of California MARC A. LEFORESTIER Supervising Deputy Attorney General By: NANCY J. DOIG Deputy Attorney General Attorneys for Respondents and Defendants CALIFORNIA DEPARTMENT OF FINANCE AND MICHAEL COHEN, IN HIS OFFICIAL CAPACITY AS THE DIRECTOR OF THE CALIFORNIA DEPARTMENT OF FINANCE MARY C. WICKHAM County Counsel By: icha S. a Senior Associate County ounsel Attorneys for Respondent JOHN NAIMO, IN HIS OFFICIAL CAPACITY AS THE AUDITOR - CONTROLLER OF THE COUNTY OF LOS ANGELES 6 STIPULATION FOR ENTRY OF JUDGMENT; [PROPOSED] JUDGMENT Case No. 34-2014-80001977 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SACRAMENTO ESPERANZA ROGEL; JAIME TORRES; AND GERARDO ESPINOZA, as individuals and as taxpayers, Plaintiffs and Petitioners, STATE OF CALIFORNIA DEPARTMENT OF FINANCE; MICHAEL COHEN, in his official capacity as Director of the State of California Department of Finance; JOHN NAIMO, in his official capacity as the Auditor - Controller of the County of Los Angeles; and DOES 1 -100, Respondents and Defendants CITY OF LYNWOOD, in its capacity as Successor to Lynwood Redevelopment Agency; LYNWOOD HOUSING AUTHORITY, in its capacity as Housing Successor to the Lynwood Redevelopment Agency, OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE DISSOLVED LYNWOOD REDEVELOPMENT AGENCY; and DOES 102 -200, Real Parties in Interest Case No. 34-2014-80001977 [PROPOSED] JUDGMENT Dept: 24 Judge: Hon. Shellyanne W. L. Chang Action Filed: November 14, 2014 [PROPOSED] JUDGMENT Case No. 34 -2014- 80001977 2 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: The Settlement Agreement executed in writing by Petitioners Esperanza Rogel, Jaime Torres, and Gerardo Espinoza; Respondents State of California Department of Finance, Michael Cohen, in his official capacity as Director of the State of California Department of Finance, and John Naimo, in his official capacity as the Auditor - Controller of the County of Los Angeles; and Real Parties in Interest City of Lynwood, in its capacity as Successor to Lynwood Redevelopment Agency, Lynwood Housing Authority, in its capacity as Housing Successor to Lynwood Redevelopment Agency, and Oversight Board to the Successor Agency to the Dissolved Lynwood Redevelopment Agency (collectively, the "Parties ") ( "Settlement Agreemem"), which is attached hereto as Exhibit A, is incorporated herein as the Judgment of this Court. This Judgment expressly incorporates all of the terms of the attached Settlement Agreement as if set forth herein. 2. At the request of the Parties, this Court shall retain jurisdiction to enforce the Settlement Agreement and this Judgment pursuant to California Code of Civil Procedure section 664.6 until full performance of the terms of the Settlement Agreement and this Judgment. Dated: HON. SHELLYANNE W. L. CHANG JUDGE OF THE SUPERIOR COURT [PROPOSED] JUDGMENT Case No. 34-2014-80001977 EXHIBIT A SF,TTLEMFNT AGRF,F,MENT Rogel, et al. v. State of California Department offinance, et al. Sacramento Superior Court, Case No. 34- 2014 - 80001977 PARTIES This Settlement Agreement ( "Agreement') is entered into by the following parties: (1) petitioners Esperanza Rogel, Jaime Torres, and Gerardo Espinoza, as individuals and as taxpayers ( "Petitioners "); (2) the California Department of Finance ( "Finance "); (3) Michael Cohen, in his official capacity as California State Director of Finance ( "Director of Finance "); (4) John Naimo, in his official capacity as the Auditor - Controller of the County of Los Angeles ( "Auditor- Controller "); (5) the City of Lynwood, in its capacity as Successor Agency to the Lynwood Redevelopment Agency ( "Successor Agency "); (6) the Lynwood Housing Authority, in its capacity as Housing Successor to the Lynwood Redevelopment Agency ( "Housing Successor "); and (7) the Oversight Board to the Successor Agency to the Dissolved Lynwood Redevelopment Agency ( "Oversight Board ") (collectively, the "Parties ") with regard to Rogel, et al. v. State of California Department offinance, et al., Sacramento Superior Court Case No. 34- 2014 - 80001977. RECITALS A. In addition to the terms defined above in the identification of the parties, the Agreement uses the following defined terms: 1. "SB 107" is Senate Bill 107 of the 2015 -16 Regular Session of the California Legislature. 2. "AB 1484" is Assembly Bill 1484 of the 2011 -12 Regular Session of the California Legislature. 3. "ABxl -26" is Assembly Bill 26 of the 2011 -12 First Extraordinary Session of the California Legislature. 4. The "Action" is Rogel, et al. v. State of California Department of Finance, et al., Sacramento Superior Court Case No. 34 -2014- 80001977. 5. "Construct[ed]" refers to building and/or substantially rehabilitating a unit of real property. 6. The "Dissolution Law" encompasses the statutes enacted by ABx1 -26, as amended by AB 1484, as further amended by the California Legislature as of the date of the filing of the Action, and as amended by SB 107, contained in division 24, parts 1.8 and 1.85, of the Health and Safety Code. 7. The "Effective Date" is the date on which the last counterpart executes this Agreement. 8. An "Enforceable Obligation" is an obligation that is deemed to fall within the meaning of the term "Enforceable Obligation" as that term is described in Health and Safety Code section 3 417 1, subdivision (d). - 1 - 9. The " Rogel I ROPS 14 -15A Items" consist of the following items (collectively, and/or, as appropriate, individually): a. "Item 20" is item 20 as listed on ROPS 14 -15A (term defined below). b. "Item 21" is item 21 as listed on ROPS 14 -15A. C. "Item 22" is item 22 as listed on ROPS 14 -15A. 10. " LMIHAF" is the Low and Moderate Income Housing Asset Fund created pursuant to Health and Safety Code section 34176, subdivision (d). 11. " LMIHF" is the Low and Moderate Income Housing Fund described in Health and Safety Code section 33334.3. 12. The " LMIHF Debt" is the amount that was ultimately determined in Rogel I (term defined below) as having been owed to the RDA's (tens defined below) LMIHF, prior to the RDA's dissolution, to account for the shortfall in funds that resulted from: (1) the RDA's failure to deposit 20% of tax increment received (with interest) between 1994 -1995 and the date on which the judgment issued in Rogel F, and (2) prior use of RDA's LMIHF funds in a manner that was not compliant with redevelopment laws governing the use of those funds. 13. The "Pre- Contract Reserve Cap" is $17 million 14. "RDA" is the Lynwood Redevelopment Agency 15. "RPTTF" is the Redevelopment Property Tax Trust Fund established pursuant to Health and Safety Code section 34170.5, subdivision (b). 16. The " Rogel I Action" or " Rogel T' is Rogel, et al. v. Redevelopment Agency of the City of Lynwood, et al., an action brought by Petitioners and others against the RDA in the Los Angeles Superior Court (Los Angeles Superior Court Case No. BS106592). 17. The " Rogel I Attorneys' Fees Order" is a March 17, 2014 order entered by the Los Angeles Superior Court in the Rogel I Action. 18. The " Rogel I Defendants" are the RDA, the Successor Agency, and the Housing Successor. 19. The " Rogel I Fund" is the fund within the Successor Agency's LMIHAF that will be used to pay for the construction of the Rogel I Units (term defined below), as further described in Agreement Term 1(c). 20. The " Rogel I Judgment" is the judgment entered in Rogel I on April 23, 2013, against the Rogel I Defendants. -2- 21. The various obligations encompassed in the term " Rogel I Obligations" include a. The " Rogel I Attorneys' Fees Obligation," i.e., the amount that the Successor Agency is required to pay to cover the Rogel Ipetitioners' attorneys' fees according to the terms of the Rogel I Attorneys' Fees Order, as further described in recital E of this Agreement and listed as item 22 on ROPS 14 -15A. b. The " Rogel I LMIHAF Payment Obligation," i.e., the amount that the Rogel I Defendants are required to deposit into the LMIHAF pursuant to the Rogel I Judgment, as fiuther described in recital E of this Agreement and listed as item 21 on ROPS 14 -15A. C. The construction of " Rogel I Units," i.e., the 66 remaining new housing units that the Rogel I Judgment requires the Rogel I Defendants to construct to satisfy the terms of that judgment, as further described in recital E of this Agreement and listed as item 20 on ROPS 14 -15A. 22. The " Rogel I Settlement" is the settlement agreement entered in 2009 by the parties to Rogel L 23. A "ROPS" is a Recognized Obligations Payment Schedule as described in Health and Safety Code section 34177, subdivision (n. 24. "ROPS 14 -15A" is the ROPS submitted for the time period covering July 1, 2014 through December 31, 2014. 25. "ROPS 15 -16A" is the ROPS submitted for the time period covering July 1, 2015 through December 31, 2015. 26. "ROPS 15 -16B" is the ROPS submitted for the time period covering January 1, 2016 through June 30, 2016. 27. The "Specialist's Report" is the report prepared by the redevelopment specialist hired by the RDA pursuant to the terms of the Rogel I Settlement, as further described in recital D of this Agreement. B. The litigation resolved by this Agreement relates to the wind down of the RDA pursuant to the Dissolution Law. C. In 2006, before the Dissolution Law was enacted, Petitioners and others brought the Rogel I Action. The petitioners in Rogel I alleged that the RDA had, for many years, failed to: (1) ensure that a certain number of housing units constructed within the community were made affordable to, and were in fact occupied by, families with low or moderate incomes, as required by Health and Safety Code section 33413, subdivision (b); (2) construct sufficient replacement units when dwelling units occupied by low and moderate income households were destroyed, as required by Health and Safety Code section 33413, subdivision (a), and provide priority in occupancy of such units to those displaced; (3) deposit into its LMIHF the full 20% of tax increment that was required; and (4) expend LMIHF funds on low and moderate income housing, as required by Health and Safety Code section 33334.2, et seq. -3- D. In 2009, before the Dissolution Law was enacted, the parties in Rogel I entered into the Rogel I Settlement, which was incorporated into a stipulated order issued by the Los Angeles Superior Court. Under the terms of the Rogel l Settlement, the RDA undertook the following obligations: • Construct a specific minimum number of units for use by low and moderate income residents; • Deposit funds in the RDA's LMIHF that were ultimately determined in the Rogel I Action as being owed to satisfy the LMIHF Debt; and • Hire a redevelopment specialist to prepare a Specialist's Report providing an opinion quantifying the first two points (i.e., calculating the RDA's outstanding housing obligations, and the LMIHF Debt), which would serve as a basis for entering a final judgment. The Rogell Settlement anticipated that following the preparation of the Specialist's Report, the Rogell parties would meet and confer regarding the specialist's findings of the Specialist's Report, and at that time would either enter into a stipulated judgment or submit their comments and objections regarding the Specialist's Report to the court, which would then enter a judgment. E. In 2013, after the Dissolution Law was enacted and following the preparation of the Specialist's Report, the Rogel I petitioners secured the Rogel I Judgment against the Rogel I Defendants. Without specifying which Rogel I defendant is responsible for performing which act, the Rogel I Judgment imposes the following obligations on the Rogel I Defendants: • Construct a total of 200 low to moderate income housing units —due to credit provided for 134 units, the total number of units left to construct is 66 ( "Rogel I Units "); and • Deposit $3,282,850.00, plus accrued interest at a rate of 2.533% per year beginning on July 1, 2009, and continuing until all amounts owing have been paid, into the LMIHAF ( "Rogel I LMIHAF Payment Obligation"). Following the entry of the Rogel IJudgment, in March 2014, the Los Angeles Superior Court also issued an order that required the Successor Agency to pay the Rogel I petitioners' attorneys' fees in the amount of $2,000,000, plus interest at the rate of 3.5% per year ( "Rogel I Attorneys' Fees Obligation "). F. Following the entry of the Rogel I Judgment, and as required by the Dissolution Law, the Successor Agency prepared a ROPS 14 -15A. Among the items listed on ROPS 14 -15A were the Rogel I ROPS 14 -15A Items, which arose from the Rogel I Obligations: Item 20 listed a total outstanding cost obligation of $13,000,000 to construct the Rogel I Units, with $200,000 in reserves and $200,000 from RPTTF ($400,000) being sought in the ROPS 14 -15A cycle; Item 21 listed a total outstanding obligation due to the LM HAF of $3,282,850 to satisfy the Rogel IPayment Obligation, with $277,920 to be paid from reserves and another $100,000 to be paid from RPTTF, during the ROPS 14 -15A cycle; and Item 22 listed a total outstanding obligation of $2,000,000 to cover attorneys' fees and costs for the Rogel l petitioners, and sought $83,333 in RPTTF for payment on this item during the ROPS 14 -15A cycle. G. On May 16, 2014, Finance issued a letter which included, among other things, a final determination that the Rogell ROPS Items, constituting an approximate total outstanding obligation of $18,282,850, with $383,333 of requested RPTTF and $477,920 in proposed expenditure of reserves for disbursement during the ROPS 14 -15A cycle, were not Enforceable Obligations. H. In response, Petitioners filed this Action. Petitioners named Finance, Michael Cohen in his official capacity as California State Director of Finance, and John Naimo in his official capacity as the Auditor - Controller as Defendants and Respondents to the Action. The Successor Agency, the Housing Successor, and the Oversight Board were also named as real parties in interest. I. Without admission of fault or wrongdoing, the Parties have agreed to completely resolve any and all disputes between the Parties pertaining to, or in any way relating to, the aforementioned Action by entering into this Agreement. AGREEMENT TERMS Accordingly, in consideration of the mutual promises contained herein, the Parties hereby agree as follows: I. Principal Terms: The Parties agree to the following resolution of the litigation: (a) Finance hereby determines that Items 20, 21, and 22 are Enforceable Obligations of the Successor Agency. As described herein, Finance and the Oversight Board will approve, and the County Auditor - Controller shall not object to, future ROPS items for allocation of funding consistent with that determination and subject to Health and Safety Code section 34177 subdivision (t), paragraph (1). Parties recognize that due to the limited RPTTF available to the Successor Agency, payment on the Rogel I Obligations will occur over a period of time until the Rogel I Obligations are satisfied in full. The parties also agree that the Rogel I Units may be constructed at any time; however, this Agreement does not diminish or limit the time obligations of the Rogel I Judgment. (b) The County Auditor - Controller shall, within 30 days from the Effective Date of this Agreement release to the Successor Agency amounts for disputed items listed on ROPS 15- 16A hereto sequestered pursuant to the Court's Order dated March 3, 2015, and amounts for disputed items listed on ROPS 15 -16B hereto sequestered pursuant to the Court's Order dated October 13, 2015. The Successor Agency shall deposit sequestered amounts for items 20, 21, and 22 on ROPS 15 -16A and ROPS 15 -16B with the Housing Successor to be maintained by the Housing Successor in the manner outlined in Paragraph 1(c), below. (c) The Housing Successor shall maintain sequestered funds released by the County Auditor - Controller pursuant to Paragraph 1(b) above, including amounts for items 20, 21, and 22 listed on ROPS15 -16A and ROPS 15 -16B, and all funds that are received for future ROPS in order to satisfy the Rogel I LMIHAF Payment Obligation and/or pay for the construction of the Rogel I Units within a separate account to be created in its existing LMIHAF: the " Rogel I Fund." The Successor Agency shall pay amounts received for future ROPS to satisfy the Rogel I Attorneys' Fees Obligation to Petitioners' counsel in the manner set forth in the Rogell Attorneys' Fee Order (described in Paragraph E of the Recitals above). All RPTTF funds held in the Rogell Fund that were previously sequestered, as described in Paragraph 1(b) above, or -5- were received for the Rogel I LMIHAF Payment Obligation and/or the obligation to construct the Rogel7 Units listed on the ROPS shall be used for the purpose of satisfying the enforceable obligation of developing the Rogel I Units, consistent with Health & Safety Code section 34176.1, subdivision (a). (d) Future ROPS shall reflect that the Rogell LMIHAF Payment Obligation has been reduced by an amount equal to the sum of sequestered funds released by the County Auditor - Controller and deposited into the Rogel7 Fund as pursuant to Paragraphs 1(b) and 1(c) above. (e) The Housing Successor shall deposit into the Rogel I Fund all funds received to satisfy the Rogel I LMIHAF Payment Obligation, before seeking additional funding from the Successor Agency for the Rogel I Units. Once the Housing Successor has deposited into the Rogel I Fund an amount equal to the Rogel I LMIHAF Payment Obligation for the construction of the Rogel I Units, the duty to provide the additional funds necessary to build the Rogel7 Units shall be treated as an Enforceable Obligation of the Successor Agency. (f) The Parties recognize that the development of multifamily housing may require the accumulation of a reserve of funds in order to leverage housing subsidies that require expenditure of funds in a limited period of time. In light of this practical consideration, Finance shall approve ROPS items that request RPTTF amounts to pay for the construction of the Rogel IUnits, subject to Health and Safety Code section 34177 subdivision (1), paragraph (1), up to an amount of the Pre - Contract Reserve Cap over the life of the obligation, without requiring the Successor Agency or the Housing Successor to produce a contract that demonstrates that these funds are going to be expended on a specific project. If other sources of funds are used to satisfy the Rogel I LMIHAF Payment and Unit Obligations, the Pre - Contract Reserve Cap shall be reduced by an amount equal to the amount of funds from other sources that are used. (1) If an amount beyond the Pre - Contract Reserve Cap is required to fund the construction of the Rogel I Units, then the Successor Agency may at any time, within the limitation set forth in 1(f) above, seek funding for the full amount to construct the Rogel I Units from the RPTTF, through the ROPS process. (2) Finance shall also approve amounts above the Pre - Contract Reserve Cap through the ROPS process for the construction of the Rogel I Units, provided that the cost of construction is demonstrated by a construction contract, or other appropriate documentation submitted for Finance's review. (g) Upon identifying a housing development project that proposes to construct Rogel 1 Units utilizing funds deposited into the Rogel I Fund, the Housing Successor shall provide notice to Finance and Petitioners. The Housing Successor shall provide notice to Finance and Petitioners no later than 30 days in advance of making the first payment for any housing project utilizing funds in the Rogel I Fund. (h) The Housing Successor shall carefully account for the expenditure of all funds deposited into the Rogel I Fund. The Housing Successor shall maintain copies of the documents needed to support their accounting (e.g., without limitation and by way of illustration, contracts, work orders, bills, cancelled checks, evidence of wire transfers as payment, bank account statements, etc.), and, if Finance or the Auditor - Controller requests verification that the funds deposited into the Rogel I Fund in satisfaction of the Rogel I LMIHAF Payment Obligation are being used to construct the Rogel I Units, the Housing Successor shall provide an explanation of expenditures and supporting documentation within 10 business days of receipt of a written request. hi the event that Finance or the Auditor - Controller makes a written request to the Housing Successor pursuant to this paragraph, the requesting Party shall also serve a copy of its request on Petitioners. The Housing Successor shall likewise serve a copy of its responses to Petitioners. (i) The Successor Agency shall verify that any housing construction listed on ROPS that includes low and moderate income housing is counted towards satisfaction of its obligation to build Rogel I Units. 0) (1) In the event the Successor Agency and/or Housing Successor and/or Oversight Board fail to comply with terms (a) through (i) of this paragraph, either Finance or the Petitioners may require compliance with those terms by written demand followed by seeking judicial enforcement of terms (a) through (i) of this paragraph by means of specific performance, injunction, and/or any other remedies and relief available under applicable law without any requirement to post a bond or any other security. The Successor Agency and Housing Successor shall respond to any such written demand for compliance within 10 days of receipt of the demand. At the time of making the demand, Finance or Petitioners must also make a demand for records as described in term (h). (2) Notwithstanding any demands for compliance and records made under this subdivision, Finance shall not refuse to approve BOPS items satisfying the Rogel I Payment Obligation or the Rogel IAttorneys' Fees Obligation so long as the total amount expended for prior ROPS cycles and the amount requested on the ROPS cycle that Finance is reviewing does not exceed the amounts identified in the Rogel IJudgment as being required to satisfy those obligations. (3) If, after receiving responses to its demands for compliance and records, Finance believes that the amount of funds being requested to satisfy the Successor Agency's obligation to fund the additional cost of constructing the Rogel I Units exceeds the reasonable cost of constructing the remaining units, Finance or Petitioners may file a request with the Sacramento Superior Court for a temporary restraining order to prohibit improper expenditure of funds until such costs are justified. (k) This Agreement is contingent on there being no material change to the Rogel I Judgment. This Agreement (inclusive of all terms and conditions contained herein) shall not itself be construed as materially changing the Rogel I Judgment. Parties agree that the adoption of an annual ROPS or a Last and Final ROPS by the Successor Agency is not a material change to the Rogel I Judgment, in the event that amendments to the Rogell Judgment are required to conform to any revised ROPS period or process. The Parties note that the Rogel I Judgment includes timelines for completion of certain obligations, including making some of the Rogel I Units available for occupancy on or before March 31, 2015, with the balance of the units due to be made available for occupancy in April 2017, and depositing amounts in the LMIHAF no later than August 1, 2016. Parties agree that any alteration(s) to the schedule for completion of any obligations by the Successor Agency or the Housing Successor (including, without limitation, the three dates referenced in this paragraph) do not constitute material change(s) to the Rogel I Judgment. -7- (1) Parties agree that the terms of this Agreement resolve this Action, and that the Sacramento Superior Court shall retain jurisdiction over this Agreement pursuant to California Code of Civil Procedure section 664.6. Nothing herein shall be construed to restrict the Parties from seeking enforcement of the Rogel I Judgment in the Los Angeles Superior Court. 2. Claims Disputed: The Agreement does not constitute, nor shall it be construed as, an admission or concession by any of the Parties regarding the allegations asserted in the Action for any purpose. This Agreement is a compromise settlement of the Action, and by executing this Agreement, none of the Parties admits any wrongdoing, liability, or fault in connection with either the Action or the allegations asserted in the Action. 3. Mutual Release: The Parties specifically and mutually release and discharge each other, including their respective officers, directors, commission members, trustees, agents, employees, representatives, attorneys, insurers, departments, divisions, sections, successors and assigns from all obligations, damages, costs, expenses, liens, whether known or unknown, suspected or not suspected to exist, claimed or not claimed, disputed or undisputed, pertaining to the Action except for any obligations set forth in this Agreement. This release also does not extend to any obligations, damages, costs, expenses, or liens that arise from or may separately arise in relation to the approval or funding of the Rogel I ROPS Items in the future, or any obligations, damages, costs, expenses or liens that arise from or may in future arise from the underlying Rogel I Judgment. Each Party represents it has not assigned, transferred, or purported to assign or transfer to any persons or entity any matter released herein. 4. Successors and Assigns: This Agreement shall be binding upon the Parties' respective officers, directors, commission members, trustees, agents, employees, representatives, departments, divisions, sections, successors and/or assigns. 5. Assumption of Risk: The Parties each represent that they fully understand that if the facts pertaining in any way to the Action are later found to be different from the facts now believed to be true by any Party, each of them expressly accepts and assumes the risk of such possible differences in facts, and hereby agrees that this Agreement shall still remain effective notwithstanding any such differences in facts. The Parties also each represent that this Agreement was entered into under the laws current as of the Effective Date, and agree that this Agreement shall remain effective notwithstanding any future changes in the law. 6. Independent Advice of Counsel: The Parties each represent that they know and understand the contents of the Agreement and that they have executed this Agreement voluntarily. The Parties each further represent that they have had an opportunity to consult with an attorney of their choosing and that they have been fully advised by the attorney with respect to their rights and obligations under this Agreement and with respect to the execution of this Agreement. 7. Entire Agreement: No promise, inducement, understanding, or agreement not expressed within this Agreement has been made by or on behalf of the Parties. This Agreement contains the entire agreement between the Parties related to the Action and the subject matter contained herein, and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties, whether oral or written. 8. Amendments in Writing: This Agreement may not be altered, amended, modified, or otherwise changed in any respect except by a writing duly executed by all of the Parties. The Parties agree that they will make no claim at any time or place that this Agreement has been orally altered or modified or otherwise changed by oral communication of any kind or character. 9. Construction: The Parties agree that this Agreement is to be construed and interpreted without regard to the identity of the party drafting this Agreement. 10. Additional Acts: The Parties agree to take such actions and to execute such documents as are necessary to carry out the terms and purposes of this Agreement. 11, Attorneys' Fees: Finance shall pay a total of $120,000 to the Petitioners' counsel for attorneys' fees and costs. This payment shall completely and finally resolve any and all obligations of Finance to make payment of attorneys' fees in this Action. Except as provided here, the Parties shall bear their own attorneys' fees and costs. 12. Choice of Law and Jurisdiction: This Agreement shall be governed by the laws of the State of California. If any Party to this Agreement brings a lawsuit to enforce or interpret this Agreement, the lawsuit shall be filed in the Superior Court for the County of Sacramento, California. 13. Counterparts: This Agreement may be executed by facsimile and in one or more counterparts, each of which is deemed an original, and all of which shall constitute this Agreement. 14. Effective Date: The date on which the last counterpart of this Agreement is executed shall be the effective date of this Agreement. 15. Authority to Execute: Each Parry represents that they have the authority to enter into and perform the obligations necessary to provide the consideration described in this Agreement. Each person signing this Agreement represents and warrants that they have the authority to sign on behalf of the Party for which they sign. 16. Notice: All notice to be provided pursuant to this Agreement shall be given to: FOR PETITIONERS AND PLAINTIFFS: Nisha N. Vyas, Public Counsel, 610 S Ardmore Avenue, Los Angeles, CA 90005, (213) 385 -2977 ext. 178, nvyas @publiccounset.org FOR THE SUCCESSOR AGENCY: Royce Jones and Gustavo Lamanna, Kane, Ballmer & Berkman, 515 South Figueroa St., Suite 780, Los Angeles, CA 90071 -3301, (213) 617 -0480, Royce @kbblaw.com, Gustavo @kbblaw.com, glamanna @usa.net FOR THE HOUSING SUCCESSOR: Royce Jones and Gustavo Lamanna, Kane, Ballmer & Berkman, 515 South Figueroa St., Suite 780, Los Angeles, CA 90071 -3301, (213) 617 -0480, Royce @kbblaw.com, Gustavo @kbblaw.com, glamanna @usa.net FOR THE OVERSIGHT BOARD: Guillermo Frias, Best Best & Krieger, 300 South Grand Avenue, 25th Floor, Los Angeles, CA 90071, (213) 617 -8100, guillermo.frias @bbklaw.com FOR AUDITOR CONTROLLER: Michael S. Buennagel, Deputy County Counsel, Government Services Division, Office of the Los Angeles County Counsel, 500 W. Temple St., Room 653, Los Angeles, CA 90012, (213) 974 - 1833, MBuennagel @counsel.lacounty.gov FOR FINANCE: Manager, Financial & Performance Evaluator, Local Government Unit, Department of Finance, 915 L Street, Sacramento, CA 95814, (916) 322 -2985 FOR DIRECTOR OF FINANCE: Manager, Financial & Performance Evaluator, Local Government Unit, Department of Finance, 915 L Street, Sacramento, CA 95814, (916) 322 -2985 This Agreement consists of Recital Paragraphs A - I and Paragraphs 1 - 16. -10- DATED: _ V 1 r7 ESPERANZA ROGEL DATED: �� JAIMETORRES DATED: _ I-_ l NJ E71 GERARDO ESPINOZA � Cyc•ra�e .0 . /vo �C' DEPARTMENT OF FINANCE By: Kari Kro sen Its Chief Counsel MICHAEL COHEN, DIRECTOR OF THE DEPARTMENT OF FINANCE By: Kari Kroesene His Chief Counsel DATED: ESPERANZA ROGEL DATED: JAIME TORRES DA DATED: DATED: �� o/// -7 GERARDO ESPINOZA DEPARTMENT OF FINANCE By: Kari Kroesene Its Chief Counsel MICHAEL COHEN, DIRECTOR OF THE DEPARTMENT OF FINANCE /rt.�- ti.vfi By: Karl Kro gene His Chief Counsel -11- DATED: ,- 19 I 12 COUNTY AUDITOR CONTROLLER By Its 0.07 — Con1TROL LER DATED: CITY OF LYNWOOD AS SUCCESSOR AGENCY TO THE LYNWOOD REDEVELOPMENT AGENCY By: Its DATED: LYNWOOD HOUSING AUTHORITY AS HOUSING SUCCESSOR TO LYNWOOD REDEVELOPMENT AGENCY By: Its DATED: OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE DISSOLVED LYNWOOD REDEVELOPMENT AGENCY By: Its . 12- DA COUNPY AUDITOR CONTROLLER By: Its DATED: o'= b —Z4917 CITY OF LYNWOOD AS SUCCESSOR AGENCY TO THE LYNWOOD REDEVELOPMENT AGENCY By; I�/I_ 6;�fClG�o Its I DATED: 2--N--W(7 LYNWOOD HOUSING AUTHORITY AS HOUSING SUCCESSOR TO LYNWOOD REDEVELOPMENT AGENCY Its ha"Ir DATED: OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE DISSOLVED LYNWOOD REDEVELOPMENT AGENCY By: Its _12_ DATED: COUNTY AUDITOR CONTROLLER DATED: DA DATED: February 14, 2017 0 Its CH'Y OF LYNWOOD AS SUCCESSOR AGENCY TO THE LYNWOOD REDEVELOPMENT AGENCY Its LYNWOOD HOUSING AUTHORITY AS HOUSING SUCCESSOR TO LYNWOOD REDEVELOPMENT AGENCY m Its OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE DISSOLVED LYNWOOD REDEV = AGENCY By: Keith Curry Its Chair -12- Approved as to Form and Content: PUBLIC COUNSEL CALIPORNIAAFFORDABLI: HOUSING LAW PROJKT, OPTIIL-•PUBLIC INTFl ESTLAW PROJECT GIBSON DUNN & CRU'rCI min UP OWELVENY & MYIiRS I.LP WESTERN CEN'T'ER ON LAW ANI.) Povou y IQisha N. Vyas Public Counsel Attorneys for Petitioners and Plaintiffs ESPrRANZA ROGEL. JAINIETORRES, AND GERARDO ESPIN07A Approved as to Form and Content: XAmit BRCrRRA A ITORNEY GENERAL OF CALIFORNIA By: Nancy J. Doig Attorneys for Respondents and Defendants CALIFORNIA DEPARTMENT OF FINANCE. AND MICHAEL COHEN, DIRECTOR Ol' T'I1E CALIFORNIA DITART;NILN1 OP FINANCIi Approved as to Form and Content: MARY C. WICFH.4M COON IT COUNSL.I. By: Michael S. Buennagel Senior Associate County Counsel Attorneys for Respondent and Defendant JOHN NIAMO, IN 1115 OFFICIAL CAPACITY As T11E AUDITOR - CONTROLLI:R OF TI I IE COUNTY OI' LOS ANO13I,rS - 13 - Approved as to Form and Content: PUBLIC COUNSEL CALIFORNIA AFFORDABLE ROUSING LAM PROJECT, OF THE PUBLIC INTEREST LAW PROJECT GIBSON DUNN & CRUTC HER LLP O'MELVENY& MYERS LLP WESTERN CENTER ON LAW AND POVERTY By: Nisha N. Vyas Public Counsel Attorneys for Petitioners and Plaintiffs FSPERANZA ROGEL, JAIME TORRE$, AND GERARDO ESPINOZA Approved as to Form and Content: XAVIER BECERRA ATTORNEY GENERAL OF CALIFORNIA iancy Attorn f espondents an efendants CALIFNIA EPARTMENTO INANCE AND MICHAEL COHEN, DIRECTOR OF THE CALIFORNIA DEPARTMENT OF FINANCE Approved as to Form and Content: MARY C. WICKHAM COUNTY COUNSEL By: Michael S. Buennagel Senior Associate County Counsel Attorneys. for Respondent and Defendant JOHN NIAMO, IN HIS OFFICIAL CAPACITY AS THE AUDITOR - CONTROLLER OF THE COUNTY OF LOS ANGELES -13- Approved as to Form and Content: PUBLIC COUNSEL CALIFORNIA AFFORDABLE HOUs1NG LAW PROJECT, OFTHE PUBLIC INTEREST LAW PROJECT GIBSON DUNN & CRUTCHERLLP O'MELVENY & MYERS LLP WESTERN CENTER ON LAW AND POVERTY 0 Nisha N. Vyas Public Counsel Attorneys for Petitioners and Plaintiffs ESPERANZA ROGEL, JAIME TORRES, AND GERARDO ESPINOZA Approved as to Form and Content: XAVIER BECERRA ATTORNEY GENERAL OF CALIFORNIA By: Nancy J. Doig Attorneys for Respondents and Defendants CALIFORNIA DEPARTMENT OF FINANCE AND MICHAEL COHEN, DIRECTOR OF THE CALIFORNIA DEPARTMENT OF FINANCE Approved as to Form and Content: MARY C. WICKHAM COUNTY COUNSEL By: Michael S. uenng Senior Associate County Counsel Attorneys for Respondent and Defendant JOHN NIAMO, IN HIS OFFICIAL CAPACITY AS THE AUDITOR - CONTROLLER OF THE COUNTY OF Los ANGELES -13- Approved a to form and Content: KANE, BAL�YIER & BERKMAN By: Attorneyj fo Real P rt' s in Interest, CITY of L OOD IN I'S CAPACITY AS SUCCESSOR 'O'fHE D SOLVED LYNWOOD REDEVELOPIVIENT AGENCY; LYNWOOD HOUSING AUTHORITY, IN ITS CAPACITY AS HOUSING SUCCESSOR TO THE DISSOLVED LYNWOOD REDEVELOPMENT AGENCY Approved as to Form and Content: BEST BEST & KRIEGER LLP By: Guillermo A. Frias Attorney for Real Party in Interest OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE DISSOLVED LYNWOOD REDEVELOPMENT AGENCY 14- pa-t IX; V. M lGI 1- Approved as to Form and Content: KANE, BALLMER & BERKMAN By:. Royce Jones Attorneys for Real Parties in Interest, CITY OF LYNWOOD, IN ITS CAPACITY AS SUCCESSOR TO THE DISSOLVED LYNWOOD REDEVELOPMENT AGENCY; LYNWOOD HOUSING AUTHORITY, IN ITS CAPACITY AS HOUSING SUCCESSOR TO THE DISSOLVED LYNWOOD REDEVELOPMENT AGENCY Approved as to Form and Content: BEST BEST & KRIEGER LLP ui,le.0 A. F,,as Attorney for Real Party in Interest OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE DISSOLVED LYNWOOD REDEVELOPMENT AGENCY 14-