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OVERSIGHT BOARD FOR SUCCESSOR
AGENCY TO THE COMMUNITY
REDEVELOPMENT AGENCY OF
ATASCADERO FOR REDEVELOPMENT
AND HOUSING PURPOSES1
SPECIAL MEETING
AGENDA
Thursday, January 11, 2018
3:00 P.M.
Atascadero City Hall, Conference Room 106
6500 Palma Avenue
Atascadero, California
CALL TO ORDER:
ROLL CALL: Chairperson Fonzi
Vice Chairperson Clemens
Board Member Rickard
Board Member Arnold
Board Member Green
Board Member Johnson
Board Member Smith
APPROVAL OF AGENDA: Roll Call
PUBLIC COMMENT: (This portion of the meeting is reserved for persons wanting to
address the Board on any matter not on this agenda and over which the Board has
jurisdiction. Speakers are limited to three minutes. Please state your name for the record
before making your presentation. The Board may take action to direct the staff to place
a matter of business on a future agenda. A maximum of 30 minutes will be allowed for
Public Comment, unless changed by the Board.)
1 On January 10, 2012, the Atascadero City Council adopted Resolution No. 2012-002, electing to serve as the
successor to the Community Redevelopment Agency of Atascadero for redevelopment purposes, and also elected to
retain the housing assets and functions previously performed by the Community Redevelopment Agency of
Atascadero. Page 1 of 76
A. CONSENT AGENDA:
1. Oversight Board Meeting Draft Minutes of May 24, 2017
Recommendation: Board approve the Oversight Board Meeting Draft
Minutes of May 24, 2017.
B. BUSINESS ITEMS: None.
C. MANAGEMENT REPORTS:
1. Sale of Creekside Building
Fiscal Impact: Closing costs and fees for the seller are estimated to be
$4,600. Following receipt of the proceeds of the sale, the Successor Agency
will transfer the appropriate funds to the County of San Luis Obispo Auditor-
Controller for distribution to the taxing agencies in accordance with Health
and Safety Code Division 24, Part 1.85.
Recommendation: Oversight Board approve the purchase and sale
agreement between the Successor Agency and Colony Creekside, LLC for
the purchase of the Creekside Building in the amount of $2,200,000 and the
transfer of two sub-parcels to the City of Atascadero.
2. Approval of Recognized Obligation Payment Schedule 18-19 July 1, 2018
through June 30, 2019
Fiscal Impact: None.
Recommendation: Oversight Board adopt Draft Resolution approving
Recognized Obligation Payment Schedule (ROPS) for the period of
July 1, 2018 through June 30, 2019 (ROPS 18 -19), including the
Administrative Budget, pursuant to Health and Safety Code.
D. BOARD COMMENTS:
E. STAFF COMMENTS:
F. ADJOURNMENT:
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in
an Oversight Board meeting, please contact the City Clerk’s Office at (805) 470-3400. Notification at
least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring
that reasonable arrangements can be made to provide accessibility to the meeting.
Page 2 of 76
ITEM NUMBER: OB A-1
DATE: 01/11/18
OVERSIGHT BOARD FOR SUCCESSOR
AGENCY TO THE COMMUNITY
REDEVELOPMENT AGENCY OF
ATASCADERO FOR REDEVELOPMENT
AND HOUSING PURPOSES
DRAFT MINUTES
Wednesday, May 24, 2017
12:30 P.M.
Atascadero City Hall, Conference Room 104
6500 Palma Avenue
Atascadero, California
CALL TO ORDER:
Vice Chairperson Clemens called the meeting to order at 12:36 p.m.
ROLL CALL:
Present: Board Members Arnold, Rickard, Smith and Vice Chairperson
Clemens
Absent: Board Members Green and Chairperson Fonzi
Staff Present: Public Works Deputy Director Ryan Hayes, Administrative Services
Director Jeri Rangel and Deputy City Clerk Amanda Muther
APPROVAL OF AGENDA:
MOTION: By Board Member Rickard and seconded by Board Member
Smith to approve the Agenda.
Motion passed 4:0 by roll call vote.
PUBLIC COMMENT: None.
Vice Chairperson Clemens closed the PUBLIC COMMENT period.
Page 3 of 76
ITEM NUMBER: OB A-1
DATE: 01/11/18
A. CONSENT AGENDA:
1. Oversight Board Meeting Draft Action Minutes of January 31, 2017
Recommendation: Board approve the Oversight Board Meeting Draft
Action Minutes of January 31, 2017.
MOTION: By Board Member Rickard and seconded by Board Member
Smith to approve the Consent Calendar.
Motion passed 4:0 by voice vote.
B. BUSINESS ITEMS: None.
C. MANAGEMENT REPORTS:
1. Grant of Easement for Pacific Gas and Electric Company to Underground
Existing Electrical Facilities
Fiscal Impact: None
Recommendation: Oversight Board adopt Draft Resolution approving the
Successor Agency’s authorization of the City Manager to execute the
attached Grant of Easement for Pacific Gas and Electric Company, a
corporation.
Deputy Director Hayes presented the item, answered questions from the Board and
provided a Centennial Bridge & Plaza map (Exhibit A).
PUBLIC COMMENT:
The following citizens spoke on this item: None.
MOTION: By Vice Chairperson Clemens and seconded by Board Member
Smith to approve the Draft Resolution (Resolution No. OB 2017-
002) approving the Successor Agency’s authorization of the
City Manager to execute a Grant of Easement for Pacific Gas
and Electric Company, a corporation.
Motion passed 4:0 by roll call vote.
D. BOARD COMMENTS:
Board Member Rickard provided a brief update on the Creekside Building.
E. STAFF COMMENTS: None.
Page 4 of 76
ITEM NUMBER: OB A-1
DATE: 01/11/18
F. ADJOURNMENT:
Vice Chairperson Clemens adjourned the meeting at 12:52 p.m.
MINUTES PREPARED BY:
______________________________________
Amanda Muther, Board Secretary
The following exhibit is available for review in the City Clerk’s office:
Exhibit A - Centennial Bridge & Plaza map
Page 5 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
Oversight Board for Successor Agency
to the Community Redevelopment Agency
of Atascadero
Staff Report – City Manager’s Office
Sale of Creekside Building
RECOMMENDATION:
Oversight Board approve the purchase and sale agreement between the Successor
Agency and Colony Creekside, LLC for the purchase of the Creekside Building in the
amount of $2,200,000 and the transfer of two sub-parcels to the City of Atascadero.
DISCUSSION:
Background
On May 12, 2015, the Successor Agency approved the Property Disposition and
Marketing Plan, prepared by Rosenow Spevacek Group (RSG), for the Creekside
Building Located at 6907 El Camino Real, Atascadero. On June 18, 2015, the Property
Disposition and Marketing Plan was also approved by the Oversight Board. The former
Community Redevelopment Agency purchased the real property located at 6907 El
Camino Real, otherwise known as the Creekside Building, in late 2004. The purchase
of the property had been identified as a benefit to the Redevelopment Project Area and
was consistent with the former Agency’s Five Year Implementation Plan to revitalize
downtown and encourage rehabilitation of deteriorated structures. Due to the damage
caused to Historic City Hall by the 2003 San Simeon Earthquake, and the need for
temporary City Hall offices until the Historic City Hall was repaired, t he City and the
former Agency negotiated a lease to rent the Creekside Building. The building acted as
City Hall from late 2005 to August of 2013.
Following the 2012 dissolution of all redevelopment agencies in California, the
Successor Agency was required to prepare and approve a Long-Range Property
Management Plan (LRPMP) that addresses the disposition and use of the real
properties of the former redevelopment agency. The Creekside Building is the one
significant piece of real property owned by the Successor Agency and the LRPMP
proposed the sale of this building. In July 2013, both the Successor Agency and the
Oversight Board approved the LRPMP. In January 2014, the Successor Agency
received a response from the Department of Finance, giving the final approval of the
LRPMP.
Page 6 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
In preparation for disposal, the Successor Agency entered into a contract with RSG to
conduct a market analysis and explore a range of potential development options to
maximize the value of the property. RSG completed the market analysis, identified
feasible reuse and development options for the property in order to identify potential
buyers, and recommended a marketing plan to target appropriate buyers under the
development options. The three financially feasible development options identified by
RSG for the Creekside Building consist of 1) office use for 100% of the building, 2)
mixed use of office space and indoor recreational use, and 3) mixed use of office space
and a public marketplace concept.
In order to maximize the development of the Creekside Building, RSG recommended
that a qualified real estate broker with proven experience and expertise with office and
retail properties be retained through a public Request for Qualifications (RFQ) process.
The RFQ was to also provide an additional commission incentive to the selected brok er
for the successful sale to a progressive and creative property owner who would improve
the property as a mixed use office space/public marketplace concept or a mixed use
office/recreational space concept. Following the May 2015 approval of the Property
Disposition and Marketing Plan by the Successor Agency, staff followed the City’s
Purchasing Policy to develop and prepare the RFQ for issuance. By June 2016, the
RFQ had been drawn up and was ready to be distributed.
Analysis
Prior to the planned release of the RFQ, staff was approached by Pacific Management
& Development Corporation (PM&D). PM&D expressed an interest in purchasing the
Creekside building. The developer planned to put an office-type use in approximately
two-thirds of the building with approximately 40 full-time professional employees
working regular daytime business hours, with public visitors throughout the day. The
remaining one-third of the building was intended to be used for either a separate office
use with 20 -25 employees or a restaurant/retail use.
While the hope was to attract and/or incentivize a purchaser willing to develop a
marketplace concept area within the building, the proposal of an in tensive office use
could also fulfill several economic development goals:
The addition of 60-75 employees in the building during the day would
increase foot traffic and activity in the Colony Square development and the
downtown area.
The office use would help alleviate parking conflicts as the office use
would primarily be during the weekday, while the adjoining theatre and
restaurant uses require more evening and weekend parking.
Development of an office use could occur in a very short time period and
occupancy of the building would help alleviate some of the graffiti and
transient issues that are occurring in the area.
Immediate occupancy of the building with a large number of
visitors/employees could help stimulate other development within Colony
Square.
Staff believed that it would be beneficial to enter into discussions with the interested
parties regarding the purchase of the building and the Successor Agency and Oversight
Board agreed, suspending the RFQ process in June 2016.
Page 7 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
Upon the suspension of the RFQ process, the Successor Agency directed staff to take
all actions necessary to enter into negotiations with PM&D. Ultimately, negotiations with
PM&D stalled and in November 2017, another interested buyer approached staff . Staff
returned to the Successor Agency with a preliminary offer to purchase from Clint
Pearce, representing Colony Creekside, LLC, and was directed to enter into
negotiations.
Conclusion
Following negotiations with Colony Creekside, LLC, a Purchase and Sale Agreement
was drafted for the sale of the Creekside Building in the amount of $2,200,000 and is
being brought forward for review and action by the Successor Agency at their January
9, 2018 meeting. A January 2018 Broker Opinion of Value, presented by Kosmont
Realty Corp, a licensed California Brokerage Firm, estimates the fair market value of the
Property between $2.1 and $2.2 million. The sales price is not less than the fair market
value of the interest to be conveyed to the buyer, Colony Creekside, LLC.
While a proposed use for the property has not been finalized, the Agreement does
include restrictions on the use of the property after closing of the sale, limiting use to
professional office, retail, restaurant and compatible use space continuing to fulfill the
economic development goals of the property. The sale of the Property will assist in the
creation of economic opportunity in many ways including the creation of jobs for
contractors during the remodeling of the Creekside Building, the creation of jobs for
employees working in the businesses occupying the Creekside Building after it is
remodeled and the generation of tax revenue including property taxes and sales taxes.
As a condition of the sale, two sub-parcels will be transferred to the City: Transit-Center
Parcel and Creek Plaza Parcel. The transfer of the Transit-Center Parcel by the seller
to the City will create economic opportunity by ensuring the continued access to a
transportation hub for those working and living in the community.
The transfer of the Creek Plaza Parcel by the seller to the City will create economic
opportunity by improving access for pedestrians traveling between the Downtown area
and Colony Square (including the Creekside Building), and will offer pedestrians an
opportunity to purchase goods and services from businesses in these areas. The
Creekside Parcel also creates a plaza and pede strian gathering area where the
anticipated adjacent businesses may set up outdoor seating and dining areas
encouraging pedestrians to patronize these businesses.
It is anticipated that the Successor Agency will approve the Purchase and Sale
Agreement. On the condition that the Successor Agency approve the Agreement, the
Agreement and the sale of the Creekside Property to Colony Creekside, LLC as well as
transfer to the City of the two parcels (Transit-Center Parcel and Creek Plaza Parcel)
require Oversight Board approval. Oversight Board approval of the Agreement is a
condition precedent to the closing of escrow.
Page 8 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
FISCAL IMPACT:
The portion of the Property proposed in the Agreement to be transferred to Colony
Creekside, LLC will be sold for the sum of $2,200,000. The consideration proposed for
the Property is not less than the fair market value at its highest and best use. Escrow
fees and charges are estimated at $2,300 and will be shared equally by seller and
buyer. The seller will also pay the cost of the CLTA Title Policy estimated at $3,450.
Following receipt of the proceeds of the sale, the Successor Agency will transfer the
appropriate funds to the County of San Luis Obispo Auditor-Controller for distribution to
the taxing agencies in accordance with Health and Safety Code Division 24, Part 1.85.
ATTACHMENT:
Purchase and Sale Agreement between Successor Agency and Colony Creekside, LLC
Page 9 of 76
1
LA #4844-0348-0406 v1
PURCHASE AND SALE AGREEMENT
SALE AGREEMENT (THIS PURCHASE AND is between the
ATASCADERO SUCCESSOR AGENCY, the Successor Agency to the Community
Redevelopment Agency of Atascadero, (Seller ) and COLONY CREEKSIDE, LLC, a
California limited liability company Buyer Seller and Buyer are sometimes referred to
party parties This Agreement shall be
effective as of the date the Agreement is approved by the Oversight Board as defined in
Section 3.1.5 of this Agreement.
RECITALS
A. Seller owns a parcel of land located at 6907 El Camino Real, Atascadero,
California 93422, consisting of approximately 2.41 gross acres (2.166 net acres).
Seller desires to sell to Buyer to develop a portion of that parcel of landB.
located at 6907 El Camino Real, Atascadero, California 93422, consisting of
approximately 1.83± acres, which shall be referred to herein as the Creekside Property.
Attached hereto as Exhibit 1 is a Grant Deed for the Creekside Property, which includes a
legal description and sketch of the Creekside Property.
C. Seller also desires to grant to the City of a portion of
that parcel of land located at 6907 El Camino Real, Atascadero, California 93422, of
approximately 5,833.7± square feet which shall be referred to herein as the Transit-Center
Parcel. Attached hereto as Exhibit 2 is a Grant Deed for the Transit-Center Parcel, which
includes a legal description and sketch of the Transit-Center Parcel.
Seller further desires to grant to the City a portion of that parcel of landD.
located at 6907 El Camino Real, Atascadero, California 93422, consisting of
approximately 8,829.8± square feet which shall be referred to herein as the Creek Plaza
Parcel. Attached hereto as Exhibit 3 is a Grant Deed for the Creek Plaza Parcel, which
includes a legal description and sketch of the Creek Plaza Parcel.
E. The Creekside Property is improved with a vacant building commonly
referred to as the Creekside Building Existing Building
F. Buyer desires to purchase the Creekside Property, and develop and
remodel the Existing Building on the Property.
G. Seller desires to sell the Creekside Property to Buyer burdened with Use
Restrictions (as defined below).
H. Seller and Buyer therefore desire to enter into this Agreement to provide
only for the sale of the Creekside Property by Seller to Buyer with the intent that Buyer
develop and remodel the Existing Building on the Creekside Property for use as
professional office, retail, restaurant space or other reasonably compatible uses approved
in writing by the City, in its sole discretion The sale of the Creekside
Property for the Proposed Uses shall be referred to herein as the Project and the post-
sale development of the Creekside Property shall be referred to herein as the
.
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 10 of 76
2
LA #4844-0348-0406 v1
AGREEMENT
NOW, THEREFORE, Seller and Buyer agree as follows
ARTICLE 1: SALE OF PROPERTY; AS-IS CONDITION
1.1 Sale of Property. Subject to the terms and conditions of this Agreement and
with Section 3.1.4, Seller agrees to sell and convey to Buyer,
and Buyer agrees to purchase from Seller, Seller fee simple interests free of any
liens or encumbrances except the Use Restrictions specifically reserved herein, in
the Creekside Property, including the Existing Building together with any other
improvements located on the Creekside Property.
1.2 AS-IS CONDITION. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES
THAT SELLER IS SELLING AND BUYER IS PURCHASING THE CREEKSIDE
PROPERTY, INCLUDING THE EXIST -IS WITH ALL
AND ALL FAULTS AND DEFECTS, LEGAL, PHYSICAL, OR ECONOMIC,
WHETHER KNOWN OR UNKNOWN, AS MAY EXIST AS OF THE CLOSING
DATE (AS DEFINED BELOW) AS-IS CONDITION AND THAT, EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER IS NOT
RELYING ON ANY REPRESENTATIONS OR WARRANTIES FROM SELLER OR
ANY OF SELLER
REPRESENTATIVES OR ATTORNEYS AS TO ANY MATTERS CONCERNING
THE CREEKSIDE PROPERTY.
ARTICLE 2: PURCHASE PRICE; DEPOSIT; LIQUIDATED DAMAGES; REMEDIES
2.1 Purchase Price for Property. The for the
Property is TWO MILLION TWO HUNDRED THOUSAND 0/100 DOLLARS
($2,200,000.00), which must be paid as follows:
2.1.1 Deposit. Buyer must pay a deposit of TWENTY-TWO THOUSAND 0/100
DOLLARS ($22,000.00 Deposit must be delivered to Escrow
Company (as defined below) within three (3) business days after the
Effective Date. The Deposit will be invested in one or more interest-
bearing accounts, and will be fully applicable to the Purchase Price at
Closing (as defined below). The Deposit will remain refundable to Buyer
during the Due Diligence/Feasibility Period (as defined below), after which
time the Deposit will become non-refundable and will be retained by Seller
as Liquidated Damages (as defined below) if Escrow (as defined below)
fails to close for any reason other than a default by Seller under this
Agreement.
2.1.2 Funds Due at Closing. Immediately prior to Closing, Buyer must deliver to
Escrow Company the Purchase Price in cash or other immediately
available funds, less the amount of the Deposit previously deposited and
any interest earned thereon, which must be paid to Seller at Closing if the
purchase and sale transaction contemplated under this Agreement is
consummated. If the Closing does not occur, then the Purchase Price and
any interest earned on the Deposit will be immediately returned to Buyer,
except to the extent Seller is entitled to retain the Deposit as Liquidated
Damages in accordance with Section 2.1.3 below.
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 11 of 76
3
LA #4844-0348-0406 v1
2.1.3 LIQUIDATED DAMAGES. IF AFTER THE DUE DILIGENCE/FEASIBILITY
PERIOD THE PURCHASE AND SALE TRANSACTION CONTEMPLATED
UNDER THIS AGREEMENT IS NOT CONSUMMATED FOR ANY
REASON OTHER THAN A MATERIAL DEFAULT BY SELLER
HEREUNDER, THEN SELLER MAY RETAIN THE DEPOSIT AS
ATED THE PARTIES
OF A FAILURE TO CONSUMMATE THE PURCHASE AND SALE
TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT FOR
ANY REASON OTHER THAN AS SET FORTH ABOVE WOULD BE
EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE.
AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT,
CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE
OF AGREEMENT, THE AMOUNT OF THE DEPOSITS IS A
REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD
INCUR IN SUCH EVENT, INCLUDING LOST OPPORTUNITIES TO
PURSUE OTHER DEVELOPMENT OPPORTUNITIES FOR THE
PROPERTY AND DELAYED RECEIPT OF PROPERTY TAX REVENUE
FROM THE PROPERTY, AND IS NOT A PENALTY. BY PLACING THEIR
INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE
ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT
THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO
EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE
CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE
FOREGOING IS NOT INTENDED TO LIMIT
OBLIGATIONS UNDER THIS AGREEMENT.
INITIALS: SELLER ________ BUYER: ______
2.1.4 . Buyer shall not be entitled to recover damages from
Seller for breach of the Agreement and Buyer expressly waives such
damages. The only remedy of Buyer, if any, for breach of the Agreement
by Seller will be an action for specific performance.
ARTICLE 3: CONDITIONS PRECEDENT TO CONVEYANCE OF TITLE; CEQA
COMPLIANCE; DUE DILIGENCE; ACCESS TO PROPERTY; LOAN
CONTINGENCY
3.1 Seller Conditions Precedent. The obligation of Seller to sell the Creekside
Property to Buyer is expressly conditioned upon the satisfaction prior to Closing of
each of the conditions set forth in this Section 3.1, each of which is for the benefit
of the Seller and any or all of which may be waived by Seller, in writing, at Seller
option. After the Closing Date, any such condition that has not been satisfied will
be treated as having been waived by Seller in writing.
3.1.1 Representations and Warranties. On the Closing Date, all representations
and warranties made by Buyer in Article 5 of this Agreement are true and
correct as if made on and as of the Closing Date, without exceptions.
3.1.2 No Default. On the Closing Date, Seller is not in default in the performance
of any covenant or agreement to be performed by Seller under this
Agreement.
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 12 of 76
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LA #4844-0348-0406 v1
3.1.3 Condition of Property. Buyer must have provided Notice (as defined
below) to Seller that all physical aspects of the Creekside Property are
acceptable to Buyer.
3.1.4 CEQA Compliance.
3.1.4.1 The California Environmental
process has been completed and the appropriate CEQA document
has been approved with respect to the Project (but not the
Development Project).
3.1.4.2
Proposed Uses of the Creekside
Property, Seller retains the absolute, sole discretion to: (i) modify
the transaction and the Project as it may, in S sole discretion,
be necessary to comply with CEQA; (ii) select other feasible
alternatives and/or impose mitigation measures to avoid or
minimize significant environmental impacts; (iii) balance the benefits
of the Project against any significant environmental impacts prior to
taking final action, if such significant impacts cannot otherwise be
avoided; and/or (iv) determine not to proceed with the Project.
3.1.4.3 Seller will be responsible for compliance with CEQA, including the
preparation of the appropriate environment document with respect
to the Project; provided, however, that nothing in this Agreement
will be construed to compel Seller to approve or make any particular
findings with respect to such environmental documentation.
3.1.5 Oversight Board Approval. This Agreement and the sale of the Creekside
Property to Buyer and the transfer to the City of the Transit-Center Parcel
and the Creek Plaza Parcel will be presented for approval to Oversight
Board to the Successor Agency . Oversight Board
approval of this Agreement is a condition precedent to the closing of
escrow.
3.2 Buyer Conditions Precedent. The obligation of Buyer to purchase the Creekside
Property from Seller is expressly conditioned upon the satisfaction prior to Closing
of each of the conditions set forth in this Section 3.2, each of which is for the
benefit of Buyer and any or all of which may be waived by Buyer, in writing, at
option. After the Closing Date, any such condition that has not been
satisfied will be treated as having been waived in writing.
3.2.1 Approval of Title. Buyer must have reviewed and approved title to the
Creekside Property as set forth in this Agreement, and the only exceptions
to title to the Creekside Property will be the Buyer Condition of Title (as
defined below).
3.2.2 No Default. On the Closing Date, Seller is not in default in the performance
of any covenant or agreement to be performed by Seller under this
Agreement.
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 13 of 76
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LA #4844-0348-0406 v1
3.2.3 Representations and Warranties. On the Closing Date, all representations
and warranties made by Seller in Articles 5 of this Agreement are true and
correct as if made on and as of the Closing Date, without exceptions.
3.2.4 Condition of Property. The physical condition of the Property will be
substantially the same on the Closing Date as on the Effective Date,
reasonable wear and tear excepted, and, as of the Closing Date, there is
no litigation or administrative agency or other governmental proceeding of
any kind whatsoever, pending or threatened, which after Closing, would
adversely affect the value of the Property or the ability of Buyer to use the
Creekside Property for its intended purposes.
3.2.5 Title Policy. On the Closing Date, the Title Company will issue to Buyer a
California Land Title Association o policy of title insurance
or, subject to Section 4.3.2, an American Land Title
Association policy of insurance .
3.3 Buyer Condition of Title.
3.3.1 Within three days after the opening of Escrow, if it has not already done so,
Seller will deliver to Buyer a standard Preliminary Title Report for the
Creekside Property.
3.3.2 Within 14 days after the opening of Escrow, Buyer must give Notice to
Seller
Preliminary Title Report. Bu
exceptions.
3.3.3 If Buyer delivers to Seller Notice of disapproval of any exceptions, Seller
will have the right, but not the obligation, to cause any disapproved
exceptions to be removed within 14 days after receiving such Notice of
disapproval, or provide assurances satisfactory to Buyer, in its sole
discretion, that such exceptions will be removed on or before the Closing.
Failure to notify Buyer within such 14-day period will be deemed Seller
election not to remove the disapproved exceptions. Seller
deemed election not to remove any disapproved exceptions will not be a
default under this Agreement.
3.3.4 If Seller cannot or does not elect to remove any of the disapproved
exceptions within such 14-day period, Buyer must within seven days
thereafter either give Seller Notice that Buyer elects, in its sole discretion,
to proceed with the Closing, subject to the disapproved exceptions, or to
give Seller Notice that Buyer elects to terminate this Agreement, in which
case, notwithstanding any other provision of this Agreement to the
contrary, the Deposit and any interest earned thereon will be returned to
Buyer and neither party will have any further rights or obligations under this
Agreement other than those obligations which survive termination of this
Agreement. The exceptions to title approved by Buyer as provided in this
Section 3.3.4 are referred to as
3.4 . Within three days after the opening of Escrow,
Seller will deliver copies of all documents pertaining to the condition of the
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 14 of 76
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LA #4844-0348-0406 v1
environmental reports, maintenance and service agreements, permits, warranties,
and communications from governmental entities. Seller further agrees to disclose
to Buyer any and all information which it has regarding present or pending zoning
and environmental matters affecting the Property, and regarding the condition of
the Property including, but not limited to structural, mechanical and soils
conditions, the presence and location of asbestos, PCB transformers, other toxic,
hazardous or contaminated substances, and underground storage tanks in, on or
about the Property.
3.5 Due Diligence/Feasibility Creekside Property
will be expressly conditioned on its approval of the condition of the Creekside
Property for its Proposed Uses , including the physical, financial, and
environmental condition of the Creekside Property
have a period of 60 days from the opening of Escrow to conduct such
investigations as Buyer may choose to determine whether this due diligence
Buyer will have the right to
terminate the Agreement prior to the expiration of the Due Diligence/Feasibility
Period. Upon such termination, the Deposit will be returned by Escrow to Buyer.
Unless extended by Seller in writing,
condition of the Property.
3.6 Access to Property. As part of its Due Diligence/Feasibility Period, Buyer and its
agents, invitees and licensees may investigate all economic, financial,
development, and accounting matters relating to or affecting the Creekside
Property or its value, and conduct inspections, tests, and studies with respect to
the Proposed Uses , physical and environmental condition of the Property. Buyer
employees must be given reasonable access to the
Property during regular business hours for the purpose of performing such Due
Diligence. Buyer will provide Seller with at least 24 hours written notice (by both
email and telephone call (with notice allowed by message) to Rachelle Rickard at
805-470-3400 and rrickard@atascadero.org) prior to accessing the Creekside
Property. Prior to accessing the Creekside Property, Buyer will cause to be
personally delivered to Rachelle Rickard at Atascadero City Hall, 6500 Palma
Avenue, Atascadero, an executed Waiver and Release for all persons who enter
the Creekside Property in a form acceptable to Seller. Buyer will undertake the
Due Diligence at its sole cost and expense. Buyer will indemnify, defend with
counsel reasonably acceptable to Seller, and hold Seller harmless from all claims
(including claims of lien for work or labor performed or materials or supplies
furnished), demands, liabilities, losses, damages, costs, fees, and expenses,
acts or activities of Buyer
Creekside
Property, provided, however, Buyer will have no obligation to indemnify Seller for
any claim, demand, liability, loss, damage, cost, fee, or expenses arising from
any pre-existing condition upon the
Property.
3.7 Loan Contingency Creekside Property is
contingent upon Buyer obtaining a commitment from a financial institution or
lender for the amount of the Purchase Price less the amount of the Deposit prior to
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
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the expiration of the Due Diligence/Feasibility Period . Buyer
will have the right to terminate the Agreement prior to the expiration of the Loan
Contingency period if Buyer is unable to obtain such a loan commitment. Upon
such termination, the Deposit will be returned by Escrow to Buyer. Unless Seller
extends Loan Contingency period in writing,
Agreem
ability to obtain a loan commitment for the purchase of the Property.
3.8 Oversight Board Approval. Escrow shall not close unless and until this
Agreement is approved by the Oversight Board.
ARTICLE 4: ESCROW AND CLOSING
4.1 Opening of Escrow.
4.1.1 Opening of Escrow. Within three business days after the Effective Date,
Seller First American Title Kathy
Benabides, 7355 Morro Road, Suite 102, Atascadero, CA 93422 (
. A copy of this Agreement, duly executed by both parties, will
be deposited into Escrow.
4.1.2 Joint Escrow Instructions. This Agreement constitutes the joint escrow
instructions of Buyer and Seller with respect to the conveyance of the
Property, and the Escrow Company to whom these instructions are
delivered is hereby empowered to act under this Agreement. The parties
may provide supplemental escrow instructions; provided that if there is any
inconsistency between this Agreement and the supplemental escrow
instructions, then the provisions of this Agreement will control.
4.1.3 Additional Documents. Seller and Buyer will each deposit such other
instruments as are reasonably required by the Escrow Company or
otherwise required to close the escrow and consummate the purchase of
the Property in accordance with this Agreement.
4.2 Close of Escrow.
4.2.1 Closing Date. Escrow for the purchase and sale of the Creekside Property
will close no later than 60 days after expiration of the Due
Diligence/Feasibility Period Closing Date Unless extended by the
parties in writing, if Escrow does not close on or before the Closing Date
due to fault of Buyer, then this Agreement will automatically terminate and
the Deposit will be retained by Seller as Liquidated Damages in
accordance with Section 2.1.3.
4.2.2 Delivery of Documents and Closing Funds. Prior to or on the Closing Date,
the following must be deposited into Escrow with the Escrow Company:
4.2.2.1 Buyer. Buyer must deposit into Escrow cash in the amount of the
Purchase Price, together with any additional funds necessary for
share of the closing costs and prorations, as set forth in
Section 4.3 below. Buyer must also deposit all instruments
reasonably required to close the Escrow and consummate the
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
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purchase of the Creekside Property in accordance with the terms of
this Agreement.
4.2.2.2 Seller. Seller must deposit into Escrow a Grant Deed to Buyer for
the Creekside Property substantially in the form attached as Exhibit
to Buyer , together with a Grant Deed to City for
the Transit-Center Parcel in the form attached as Exhibit
Transit Center and a Grant Deed to City for the
Creek Plaza Parcel in the form attached as Exhibit
ds ), duly executed
and acknowledged by Seller, together with a Declaration of
Restrictive Covenants prohibiting the
Restricted Uses listed in Section 7.1 of the Agreement
on the Creekside Property to be recorded at Closing.
Seller must also deposit all instruments reasonably required to
close the Escrow and consummate the purchase of the Creekside
Property and the transfer to the City of the Transit-Center Parcel
and Creek Plaza Parcel in accordance with the terms of this
Agreement.
4.2.3 Closing. When all conditions precedent specified in Article 3 have been
either satisfied or waived by Seller or Buyer, and the Escrow Company has
received all necessary cash and documents, the Escrow Company will
immediately cause the following to occur:
4.2.3.1 Record Deeds. Record the Grant Deed to Buyer and the
Restrictive Covenant in the Official Records of San Luis Obispo
County. For purposes of this the time
and day the Grant Deeds and Declaration are recorded.
4.2.3.2 Pay Purchase Price. Pay to Seller the Purchase Price.
4.2.3.3 Issue Title Policy. Issue to Buyer the CLTA Title Policy or ALTA
Title Policy described in Section 3.2.5.
4.3 Closing Costs, Prorations and Possession.
4.3.1 Closing Costs. Escrow fees and charges will be shared equally by Seller
and Buyer. Notwithstanding, Buyer will be responsible for the payment of
any and all brokerage fees and commissions associated with the purchase
of the Creekside Property by Buyer under this Agreement, including any
fees and commissions due to Richard K. Shannon of
Century 21 Hometown Realty, as set forth in Section 5.6 of this Agreement.
4.3.2 Title Policy. Seller will pay the cost of the CLTA Title Policy. If Buyer
wishes to obtain an ALTA Title Policy, then Buyer will be responsible for
paying the cost difference between the CLTA Title Policy and the ALTA
Title Policy.
4.3.3 Recording and Transfer Fees. Buyer will pay any and all recording fees,
including the cost of recording the Grant Deed for the Creekside Property.
Buyer shall not be responsible to pay any documentary transfer tax and
any municipal transfer tax for the Grant Deeds to the City for the Transit-
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
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Parcel and the Creek Plaza Parcel and the cost of recording the
Declaration.
4.3.4 . Buyer and Seller will each
connection with negotiating this Agreement and closing the contemplated
transaction.
4.3.5 Prorations. All current taxes, assessments, utilities, maintenance charges
and similar expenses of the Creekside Property, determined using the
accrual method of accounting, will be prorated on the basis of a 30-day
month between Seller and Buyer as of the Closing Date. Seller will pay all
such taxes, assessments, and other expenses relating to the Creekside
Property that are allocable to the period before the Closing Date.
4.3.6 Possession. Seller will transfer possession of the Creekside Property to
Buyer on the Closing Date.
ARTICLE 5: REPRESENTATIONS AND WARRANTIES
5.1 Authority.
5.1.1 Seller . Seller is an agency created under the laws of the State
of California. Seller has full power and authority to enter into this
Agreement and to perform this Agreement. The execution, delivery and
performance of this Agreement by Seller have been duly authorized by all
necessary action on the part of Seller and all required consents and
approvals have been duly obtained.
5.1.2 Authority. Buyer has full power and authority to enter into this
Agreement and to perform this Agreement. The execution, delivery and
performance of this Agreement by Buyer has been duly authorized by all
necessary action on the part of Buyer and all required consents and
approvals have been duly obtained.
5.2 No Litigation or Other Proceeding. To Seller
litigation or other proceeding (whether administrative or otherwise) is outstanding
or has been threatened which would prevent, hinder or delay the ability of Seller to
perform its obligations under this Agreement, or that would adversely affect the
Creekside Property or Project.
5.3 Eminent Domain. To Seller
or eminent domain proceedings which are pending or have been threatened that
affect the Creekside Property or Project.
5.4 Environmental Compliance. Seller has no notice of any pending or threatened
action or proceeding arising out of the condition of the Creekside Property, the
Transit Center Parcel or Creekside Plaza Parcel or any alleged violation of any
Environmental Law (as defined below). To Seller e
Creekside Property is in compliance with all Environmental Laws. As used in this
Agreement, , collectively: (i) the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C.
§ 9601, et seq., (ii) the Hazardous Materials Transportation Act, as amended, 49
U.S.C. § 1801, et seq., (iii) the Resource Conservation and Recovery Act, as
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 18 of 76
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amended, 42 U.S.C. § 6901, et seq., (iv) the Federal Water Pollution Control Act,
as amended, 33 U.S.C. § 1251, et seq., (v) the Clean Air Act, as amended, 42
U.S.C. § 7401, et seq., (vi) the Toxic Substances Control Act, as amended, 15
U.S.C. § 2601, et seq., (vii) the Clean Water Act, as amended, 33 U.S. Code
§ 1251, et seq., (viii) the Oil Pollution Act, as amended, 33 U.S.C. § 2701, et seq.,
(ix) California Health & Safety Code § 25100, et seq. (Hazardous Waste Control),
(x) the Hazardous Substance Account Act, as amended, Health & Safety Code
§ 25300, et seq., (xi) the Unified Hazardous Waste and Hazardous Materials
Management Regulatory Program, as amended, Health & Safety Code § 25404, et
seq., (xii) Health & Safety Code § 25531, et seq. (Hazardous Materials
Management), (xiii) the California Safe Drinking Water and Toxic Enforcement Act,
as amended, Health & Safety Code § 25249.5, et seq., (xiv) Health & Safety Code
§ 25280, et seq. (Underground Storage of Hazardous Substances), (xv) the
California Hazardous Waste Management Act, as amended, Health & Safety Code
§ 25170.1, et seq., (xvi) Health & Safety Code § 25501, et seq. (Hazardous
Materials Response Plans and Inventory), (xvii) Health & Safety Code § 18901, et
seq. (California Building Standards), (xviii) the Porter-Cologne Water Quality
Control Act, as amended, California Water Code § 13000, et seq., (xix) California
Fish and Game Code §§ 5650-5656 and (xx) any other federal, state or local laws,
ordinances, rules, regulations, court orders or common law related in any way to
the protection of the environment, health or safety.
5.5 No Buyer Bankruptcy. Buyer is not the subject of any bankruptcy proceeding, and
no general assignment or general arrangement for the benefit of creditors or the
appointment of a trustee or receiver to take possession of all or substantially all of
5.6 Brokers and Commissions. Seller represents that it has not dealt with any
investment adviser, real estate broker or finder, or incurred any liability for any
commission or fee to any investment adviser, real estate broker or finder, in
connection with the sale of the Property to Buyer under this Agreement. Buyer
represents that is has not dealt with any investment adviser, real estate broker or
finder, or incurred any liability for any commission or fee to any investment adviser,
real estate broker or finder, in connection with the purchase of the Property by
Buyer under this Agreement other than Buyer having engaged Richard K.
Shannon, Century 21 Hometown Realty, as a broker for Buyer in this transaction
who shall be paid a brokerage fee by Buyer pursuant to a separate agreement
between Buyer and the broker. Each party will indemnify, defend, protect and hold
the other party harmless from any and all claims based upon any assertion that
such commissions or fees are allegedly due from the party making such
representations.
5.7 Tax Matters. Seller 1445 of the
Internal Revenue Code of 1986, as amended, and the Income Tax Regulations
thereunder, which require the withholding of tax on the sale of real estate by a
foreign person, subject to certain exemptions. No California withholding of tax or
reporting pursuant to California Revenue and Taxation Code Sections 18661,
18662 and 18668 will be required with respect to the sale of the Property by Seller,
which requires the withholding of taxes in connection with the sale of California
real property, subject to certain exceptions.
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
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ARTICLE 6: PRE-CLOSING COVENANTS
6.1 Operation of Property. Between the Effective Date and the Closing Date, Seller
will not execute any lease or license affecting the Creekside Property for a period
of more than 30 days, without the prior approval of Buyer, which approval may be
withheld in the sole discretion of Buyer.
6.2 Assignment.
Agreement without first having obtained the written consent of Seller which shall
not be unreasonably withheld. Any total or partial assignment shall not relive Buyer
by Seller.
6.3 Personal Injury and Property Damage Prior to Closing. Seller agrees to indemnify
and defend Buyer against and hold Buyer harmless from all claims, demands,
fees and disbursements, arising from or based on any condition, event or
circumstance relating to the Creekside Property that existed or occurred before the
Closing Date, or any personal injury or property damage occurring in, on or about
the Creekside Property before the Closing Date.
6.4 Government Code §52201. Prior to Closing, Seller will comply with all the
requirements of Government Code §52201 regarding the sale of the Creekside
Property to Buyer.
6.5 § 1031 Exchange. If Buyer so desires, Buyer shall be entitled to acquire the
Property through a §1031 Exchange; provided, however, that there is no cost
associated with the §1031 Exchange to Seller.
ARTICLE 7: POST-CLOSING COVENANTS
7.1 Restriction on Use of Property after Closing.
Restriction on Use of Property. Buyer agrees that the Property, including the
Existing Building or any newly constructed building, must be used only for the
Proposed Uses. . The following uses will be prohibited by the Declaration which
shall run with the land against the Creekside Property, substantially in the form
attached hereto as Exhibit , which Declaration prohibits (by sale, lease, sub-
lease or other ) the following: (a) Health care services; (b) Daycare facilities; (c)
Residential care; (d) Housing (first floor); (e) Transit stations; (f) Utility facilities; (g)
Utility infrastructure; (h) Pre-schools or related facilities; (i) Tattoo businesses; (j)
Massage businesses; (k) Social services (with clients); and (l) Any business
related to marijuana or marijuana byproducts including, but not limited to
cultivation, sale, testing or any other business related to marijuana
. Notwithstanding the foregoing, the following uses will be permitted
as a Conditional Use Permit (CUP): (a) Personal services; (b) Schools or related
facilities; (c) Social Services (staffing only); (d) Non-profits; and (e) Assembly uses.
7.2 Costs of Development of Project. All costs of developing the proposed
Development Project will be borne solely by Buyer.
7.3 City Permit Fees and Charges. Unless otherwise agreed in the Agreement, Buyer
will pay all standard City permit processing, development fees, and utility
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
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connection fees as required, including all time and materials costs incurred by City
related to permit processing, design, and construction of the Development Project.
Buyer will be responsible for determining and verifying to its satisfaction all
applicable City fees and charges pertaining to the Development Project, as well as
those of other agencies having jurisdiction over the Development Project.
7.4 fication Regarding Project. Buyer agrees to protect, defend, and
indemnify Seller from and against any and all claims, liabilities and demands
construction, use and/or operation of the Development Project on the Creekside
Property after the Closing Date.
indemnification obligations under this Section and such obligations will survive the
expiration or termination of the Agreement in its entirety.
ARTICLE 8: GENERAL PROVISIONS
8.1 Binding on Successors. The terms, covenants, and conditions of this Agreement
are binding upon and will inure to the benefit of the successors and assigns of the
parties.
8.2 Entire Agreement. This Agreement contains all of the covenants, conditions, and
agreements between the parties with respect to the purchase, sale and
development of the Creekside Property, and supersedes all prior correspondence,
agreements, and understandings, both verbal and written, between the parties with
respect to the subject matter of this Agreement. No addition or modification of any
term or provision of this Agreement will be effective unless set forth in writing and
signed by both Seller and Buyer.
8.3 Attorneys Fees. If either party to this Agreement institutes legal action to interpret
or enforce the terms of this Agreement, or to obtain money damages, the
prevailing party will be entitled to recover from the other, in addition to costs and
judgment as awarded by the court, its attorneys fees and disbursements incurred
by such prevailing party in such action or proceeding and in any appeal in
connection with such action or proceeding. If such prevailing party recovers a
judgment in any such action, proceeding or appeal, all such costs, expenses and
will be included in and as a part of
such judgment. The prevailing party includes without limitation a party who
dismisses an action or proceeding for recovery hereunder in exchange for
consideration substantially equal to the relief sought in the action or proceeding.
8.4 Notices. All notices or other communications required or permitted
under this Agreement must be in writing and must be delivered either by hand
(including by courier or reputable overnight delivery service) or deposited in the
United States Mail, registered or certified mail, postage prepaid, and addressed as
follows:
To Seller: Atascadero Successor Agency
Attn: Rachelle Rickard, City Manager
6500 Palma Avenue
Atascadero, CA 93442
Email: rrickard@atascadero.org
To Buyer: Clint Pearce
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 21 of 76
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Colony Creekside , LLC
284 Higuera
San Luis Obispo, CA 93401
Email: clint@madonnaenterprises.com
Notices which are delivered by hand or overnight delivery will be deemed received
upon delivery; notices which are deposited in the United States Mail in accordance
with the terms of this Section will be deemed received three days after the date of
mailing. The foregoing addresses may be changed by notice to the other party as
provided in this section.
8.5 Governing Law; Venue. This Agreement is be governed by the laws of the State
of California. In any suit, action, or proceeding arising out of or related to this
Agreement, or the documentation related hereto, the parties hereby submit to the
jurisdiction and venue of the Superior Court in and for the County of San Luis
Obispo.
8.6 Time. Time is of essence of every provision herein contained in this Agreement.
8.7 Counterparts. This Agreement may be executed in counterparts, each of which
will be an original, but all counterparts will constitute one agreement.
8.8 Exhibits. All attached exhibits are incorporated by reference and made a part of
this Agreement.
8.9 Interpretation. Seller and Buyer acknowledge that each party has reviewed and
revised this Agreement and that the rule of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in
the interpretation of this Agreement or any document executed and delivered by
either party in connection with the transactions contemplated by this Agreement.
All parties have been represented by counsel in the preparation and negotiation of
this Agreement, and this Agreement will be construed according to the fair
meaning of its language.
8.10 Further Assurances. From and after the date of this Agreement, Seller and Buyer
agree to do such things, perform such acts, and make, execute, acknowledge and
deliver such documents as may be reasonably necessary or proper and usual to
complete the transactions contemplated by this Agreement and to carry out the
purpose of this Agreement in accordance with this Agreement.
8.11 Partial Invalidity. If any provision of this Agreement is determined by a proper
court to be invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability will not affect the other provisions of this Agreement and this
Agreement will remain in full force and effect without such invalid, illegal or
unenforceable provision.
8.12 Waivers. No waiver of any provision of this Agreement or any breach of this
Agreement will be effective unless such waiver is in writing and signed by the
waiving party and any such waiver will not be deemed a waiver of any other
provision of this Agreement or any other or subsequent breach of this Agreement.
[Signatures on the following page.]
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
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THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF THE PARTIES have
executed this Agreement effective as of the date first written above.
BUYER:
Colony Creekside, LLC
a California limited liability company
By:__________________________
Clint Pearce, Manager
By:___________________________
William Frost, Manager
SELLER:
ATASCADERO SUCCESSOR AGENCY
By:
, Mayor
ATTEST:
By:
Lara Christensen, City Clerk
APPROVED AS TO FORM:
CITY ATTORNEY
By:
Brian A. Pierik, City Attorney
and Legal Counsel to Successor Agency
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 23 of 76
LA #4823-6344-1242 v1
1
Exhibit 1 to Purchase and Sale Agreement
Form of Grant Deed to Buyer
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Atascadero Successor Agency
Attn: Rachelle Rickard, City Manager
6500 Palma Avenue
Atascadero, CA 93442
No Recording Fee: Govt. Code § 27383
GRANT DEED
For valuable consideration, the receipt of which is acknowledged:
The ATASCADERO SUCCESSOR AGENCY, the Successor Agency to the
Community Redevelopment Agency of Atascadero Colony
Creekside, LLC, a California limited liability company
legally described as Parcel 2 in Exhibit A Property and depicted as Parcel 2 on
Exhibit B which are attached hereto and made a part hereof.
The Property is conveyed subject to the Purchase and Sale Agreement
Agreement the Grantee approved by the Grantor on
January 10, 2018, and the Declaration of Restrictive Covenants
recorded concurrently herewith.
In the event of any express conflict between this Grant Deed, the Agreement
and the Declaration of Restrictive Covenants, the provisions in the Declaration of
Restrictive Covenants will control.
IN WITNESS WHEREOF, the Grantor and Grantee have caused this
instrument to be executed on their behalf by their respective officers who are duly
authorized to do so on the dates specified immediately below their respective
signatures.
[Signatures on the following page.]
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 24 of 76
LA #4823-6344-1242 v1
2
ATASCADERO SUCCESSOR AGENCY
By:
[Signature must be notarized]
Dated:
ATTEST:
By:
Lara Christensen, City Clerk
Dated:
APPROVED AS TO FORM:
By:
Brian A. Pierik, City Attorney
Dated:
The provisions of this Grant Deed are hereby approved and
accepted.
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 25 of 76
LA #4823-6344-1242 v1
3
Colony Creekside, LLC
a California limited liability company
By:__________________________
Clint Pearce, Manager
[Signature must be notarized]
By:__________________________
William Frost, Manager
[Signature must be notarized]
Dated:
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 26 of 76
LA #4823-6344-1242 v1 4
STATE OF CALIFORNIA )
)
COUNTY OF SAN LUIS OBISPO )
On _____________________, before me, ________________________, personally
appeared ___________________________ who proved to me on the basis of
satisfactory evidence to be the person[s] whose name[s] [is/are] subscribed to the within
instrument and acknowledged to me that [he/she/they] executed the same in
[his/her/their] authorized capacity[ies], and that by [his/her/their] signature[s] on the
instrument the person[s], or the entity upon behalf of which the persons acted, executed
the instrument.
I certify under PENALTY OF PERJURY under
the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official sea.
Signature of Notary Public
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 27 of 76
LA #4823-6344-1242 v1 5
STATE OF CALIFORNIA )
)
COUNTY OF SAN LUIS OBISPO )
On _____________________, before me, ________________________, personally
appeared ___________________________ who proved to me on the basis of
satisfactory evidence to be the person[s] whose name[s] [is/are] subscribed to the within
instrument and acknowledged to me that [he/she/they] executed the same in
[his/her/their] authorized capacity[ies], and that by [his/her/their] signature[s] on the
instrument the person[s], or the entity upon behalf of which the persons acted, executed
the instrument.
I certify under PENALTY OF PERJURY under
the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official sea.
Signature of Notary Public
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
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EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 29 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
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ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 31 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
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ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
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ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
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EXHIBIT B
SKETCH OF PROPERTY
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 35 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 36 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
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LA #4848-2942-9850 v1
1
Exhibit 2 to Purchase and Sale Agreement
Form of Transit center Grant Deed
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Atascadero Successor Agency
Attn: Rachelle Rickard, City Manager
6500 Palma Avenue
Atascadero, CA 93442
No Recording Fee: Govt. Code § 27383
GRANT DEED
FOR VALUABLE CONSIDERATION, the receipt of which is acknowledged, the
ATASCADERO SUCCESSOR AGENCY, the Successor Agency to the Community
Redevelopment Agency of Atascadero GRANTS to CITY OF
ATASCADERO, a municipal corporation the real property legally described
as Parcel 1 in Exhibit A and depicted as Parcel 1 on Exhibit B which are attached
hereto and made a part hereof.
IN WITNESS WHEREOF, the Grantor and Grantee have caused this
instrument to be executed on their behalf by their respective officers who are duly
authorized to do so on the dates specified immediately below their respective
signatures.
ATASCADERO SUCCESSOR AGENCY
By:
[Signature must be notarized]
Dated:
ATTEST:
By:
Lara Christensen, City Clerk
Dated:
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
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LA #4848-2942-9850 v1
2
APPROVED AS TO FORM:
By:
Brian A. Pierik, City Attorney
Dated:
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
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3
CERTIFICATE OF ACCEPTANCE
Government Code Section 27281
This is to certify that the interest in real property conveyed by the Grant Deed
dated __________ from the Successor Agency to the Community Redevelopment
Agency of Atascadero, a public entity, to the City of Atascadero, a municipal
corporation government, is hereby accepted by the undersigned officer or agent on
behalf of the City of Atascadero pursuant to authority conferred by Resolution of the
City Council of the City of Atascadero adopted on April 28, 1987, and the grantee
consents to recordation thereof by its duly authorized officer or agent.
CITY OF ATASCADERO, a municipal
corporation
_________________________________
Rachelle Rickard, City Manager
[Signature must be notarized]
Dated: __________________________
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 40 of 76
LA #4848-2942-9850 v1 4
STATE OF CALIFORNIA )
)
COUNTY OF SAN LUIS OBISPO )
On _____________________, before me, ________________________, personally
appeared ___________________________ who proved to me on the basis of
satisfactory evidence to be the person[s] whose name[s] [is/are] subscribed to the within
instrument and acknowledged to me that [he/she/they] executed the same in
[his/her/their] authorized capacity[ies], and that by [his/her/their] signature[s] on the
instrument the person[s], or the entity upon behalf of which the persons acted, executed
the instrument.
I certify under PENALTY OF PERJURY under
the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official sea.
Signature of Notary Public
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 41 of 76
LA #4848-2942-9850 v1 5
STATE OF CALIFORNIA )
)
COUNTY OF SAN LUIS OBISPO )
On _____________________, before me, ________________________, personally
appeared ___________________________ who proved to me on the basis of
satisfactory evidence to be the person[s] whose name[s] [is/are] subscribed to the within
instrument and acknowledged to me that [he/she/they] executed the same in
[his/her/their] authorized capacity[ies], and that by [his/her/their] signature[s] on the
instrument the person[s], or the entity upon behalf of which the persons acted, executed
the instrument.
I certify under PENALTY OF PERJURY under
the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official sea.
Signature of Notary Public
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 42 of 76
LA #4848-2942-9850 v1 6
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 43 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 44 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 45 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 46 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 47 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 48 of 76
LA #4848-2942-9850 v1 7
EXHIBIT B
SKETCH OF PROPERTY
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 49 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 50 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 51 of 76
LA #4823-9693-0138 v1
1
Exhibit 3 to Purchase and Sale Agreement
Form of Creek Plaza Grant Deed
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Atascadero Successor Agency
Attn: Rachelle Rickard, City Manager
6500 Palma Avenue
Atascadero, CA 93442
No Recording Fee: Govt. Code § 27383
GRANT DEED
FOR VALUABLE CONSIDERATION, the receipt of which is acknowledged, the
ATASCADERO SUCCESSOR AGENCY, the Successor Agency to the Community
Redevelopment Agency of Atascadero GRANTS to CITY OF
ATASCADERO, a municipal corporation the real property legally described
as Parcel 3 in Exhibit A and depicted as Parcel 3 on Exhibit B which are attached
hereto and made a part hereof.
IN WITNESS WHEREOF, the Grantor and Grantee have caused this
instrument to be executed on their behalf by their respective officers who are duly
authorized to do so on the dates specified immediately below their respective
signatures.
ATASCADERO SUCCESSOR AGENCY
By:
[Signature must be notarized]
Dated:
ATTEST:
By:
Lara Christensen, City Clerk
Dated:
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 52 of 76
LA #4823-9693-0138 v1
2
APPROVED AS TO FORM
By:
Brian A. Pierik, City Attorney
Dated:
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 53 of 76
LA #4823-9693-0138 v1
3
CERTIFICATE OF ACCEPTANCE
Government Code Section 27281
This is to certify that the interest in real property conveyed by the Grant Deed
dated __________ from the Successor Agency to the Community Redevelopment
Agency of Atascadero, a public entity, to the City of Atascadero, a municipal
corporation government, is hereby accepted by the undersigned officer or agent on
behalf of the City of Atascadero pursuant to authority conferred by Resolution of the
City Council of the City of Atascadero adopted on April 28, 1987, and the grantee
consents to recordation thereof by its duly authorized officer or agent.
CITY OF ATASCADERO, a municipal
corporation
_________________________________
Rachelle Rickard, City Manager
[Signature must be notarized]
Dated: __________________________
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 54 of 76
LA #4823-9693-0138 v1 4
STATE OF CALIFORNIA )
)
COUNTY OF SAN LUIS OBISPO )
On _____________________, before me, ________________________, personally
appeared ___________________________ who proved to me on the basis of
satisfactory evidence to be the person[s] whose name[s] [is/are] subscribed to the within
instrument and acknowledged to me that [he/she/they] executed the same in
[his/her/their] authorized capacity[ies], and that by [his/her/their] signature[s] on the
instrument the person[s], or the entity upon behalf of which the persons acted, executed
the instrument.
I certify under PENALTY OF PERJURY under
the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official sea.
Signature of Notary Public
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 55 of 76
LA #4823-9693-0138 v1 5
STATE OF CALIFORNIA )
)
COUNTY OF SAN LUIS OBISPO )
On _____________________, before me, ________________________, personally
appeared ___________________________ who proved to me on the basis of
satisfactory evidence to be the person[s] whose name[s] [is/are] subscribed to the within
instrument and acknowledged to me that [he/she/they] executed the same in
[his/her/their] authorized capacity[ies], and that by [his/her/their] signature[s] on the
instrument the person[s], or the entity upon behalf of which the persons acted, executed
the instrument.
I certify under PENALTY OF PERJURY under
the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official sea.
Signature of Notary Public
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 56 of 76
LA #4823-9693-0138 v1 6
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 57 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 58 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 59 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 60 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 61 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 62 of 76
2
LA #4823-9693-0138 v1 7
EXHIBIT B
SKETCH OF PROPERTY
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 63 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 64 of 76
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 65 of 76
LA #4831-3578-3002 v1 1
Exhibit 4 to Purchase and Sale Agreement
Form of Declaration of Restrictive Covenants
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Atascadero Successor Agency
Attn: Rachelle Rickard, City Manager
6500 Palma Avenue
Atascadero, CA 93442
No Recording Fee: Govt. Code § 27383
DECLARATION OF RESTRICTIVE COVENANTS
[Language consistent with Section 7.1 of Purchase and Sale Agreement to be inserted
regarding restrictions on use of Property.]
ITEM NUMBER: OB B-1
DATE: 01/11/18
ATTACHMENT: 1
Page 66 of 76
ITEM NUMBER: OB C-1
DATE: 01/11/18
Oversight Board for Successor Agency
to the Community Redevelopment Agency
of Atascadero
Staff Report – Administrative Services
Approval of
Recognized Obligation Payment Schedule 18-19
July 1, 2018 through June 30, 2019
RECOMMENDATION:
Oversight Board adopt Draft Resolution approving Recognized Obligation Payment
Schedule (ROPS) for the period of July 1, 2018 through June 30, 2019 (ROPS 18-19),
including the Administrative Budget, pursuant to Health and Safety Code.
DISCUSSION:
On December 29, 2011, the California Supreme Court delivered its decision in the
California Redevelopment Association v. Matosantos case. The decision upheld AB1x
26, the Dissolution Act, and found AB1x 27, the Alternative Redevelopment Program
Act, unconstitutional. AB1x 26 dissolved the Redevelopment Agency as of February 1,
2012, the new dissolution date established by the Supreme Court. On January 10,
2012 the City of Atascadero elected to become the Successor Agency to the
Community Redevelopment Agency of Atascadero. AB 1484 was signed by the
Governor on June 27, 2012 and further changed the process for dissolving
redevelopment agencies.
Pursuant to Health and Safety Code (HSC) section 34177(o)(1), commencing with the
ROPS covering the period July 1, 2016 to June 30, 2017 and thereafter, agencies shall
submit an oversight board approved annual ROPS to the Department of Finance (DOF)
and the County Auditor-Controller by February 1, 2016 and each February 1 thereafter.
The Successor Agency must report all expected obligations for the period starting the
following July. The attached ROPS covers the period of July 1, 2018 through June 30,
2019, and is referred to as ROPS 18-19.
Page 67 of 76
ITEM NUMBER: OB C-1
DATE: 01/11/18
HSC section 34171 provides an administrative cost allowance for the successor
agencies to carry out wind-down activities of the former redevelopment agencies and to
administer the Oversight Board. The annual amount shall be not less than $250,000,
unless certain conditions apply.
HSC 34171 (in part) states:
“(b) (3) Commencing July 1, 2016, and for each fiscal year thereafter, the
administrative cost allowance shall be up to 3 percent of the actual property tax
distributed to the successor agency by the county auditor-controller in the
preceding fiscal year for payment of approved enforceable obligations, reduced
by the successor agency's administrative cost allowance and loan repayments
made to the city, county, or city and county that created the redev elopment
agency that it succeeded pursuant to subdivision (b) of Section 34191.4 during
the preceding fiscal year. However, the administrative cost allowance shall not be
less than two hundred fifty thousand dollars ($250,000) in any fiscal year, unless
this amount is reduced by the oversight board or by agreement between the
successor agency and the department.”
Given the expected level of maintenance and close -out activities, the Agency is
requesting only $89,740 in Administrative Allowance for fiscal year 2018-2019.
The Draft ROPS 18-19 estimates that $1,978,615 Redevelopment Property Tax Trust
Fund (RPTTF) funding will be needed for the July 1, 2018 through June 30, 2019
period.
Once the Oversight Board reviews and approves the Draft ROPS, it will then be
submitted to the DOF for review and approval. The DOF will have until April 15th to
review the ROPS and to object to items that do not meet the definition of an
Enforceable Obligation.
FISCAL IMPACT:
None for this action. The purpose of approving the Draft Recognized Obligation
Schedules is to ensure that the City acting as Successor Agency will be able to make
certain payments for obligations of the former RDA.
ATTACHMENTS:
1. Draft Resolution approving Recognized Obligation Payment Schedule (ROPS) for
the period of July 1, 2018 through June 30, 2019, with the Draft Recognized
Obligation Payment Schedule (ROPS 18-19) for the period of July 1, 2018
through June 30, 2019, attached as Exhibit A
2. Successor Agency Proposed Administrative Allowance Budget - July 1, 2018
through June 30, 2019
Page 68 of 76
ITEM NUMBER: OB C-1
DATE:
ATTACHMENT:
01/11/18
1
DRAFT RESOLUTION
RESOLUTION OF THE OVERSIGHT BOARD FOR
THE SUCCESSOR AGENCY TO THE COMMUNITY
REDEVELOPMENT AGENCY OF ATASCADERO, APPROVING THE
RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR JULY 1,
2018 THROUGH JUNE 30, 2019 (ROPS 18-19) PURSUANT TO SECTION
34177 OF THE CALIFORNIA HEALTH AND SAFETY CODE
WHEREAS, pursuant to Section 34177(l), (m), and (o) of the California Health and Safety
Code, the City Council of the City of Atascadero, as Successor Agency to the Community
Redevelopment Agency of Atascadero (“Successor Agency”), has prepared a proposed
Recognized Obligation Payment Schedule for the period of July 1, 2018 through June 30, 2019
(ROPS 18-19), for purposes of submission to the Oversight Board of the Successor Agency for
approval, the State Department of Finance (“DOF”), the San Luis Obispo County Administrative
Officer (“County Administrative Officer”), and the San Luis Obispo County Auditor -Controller
(“County Auditor”); and
WHEREAS, the Oversight Board of the Successor Agency to the Community
Redevelopment Agency of Atascadero has reviewed the proposed Recognized Obligation
Payment Schedule for the period of July 1, 2018 through June 30, 2019 (ROPS 18-19), for
purposes of submission the DOF, the County Administrative Officer, and the County Auditor;
and
WHEREAS, the Successor Agency to the Community Redevelopment Agency has
requested and approved an Administrative Allowance Budget as presented on the ROPS 18-19.
NOW, THEREFORE BE IT RESOLVED, by the Oversight Board of the Successor
Agency to the Community Redevelopment Agency of Atascadero as follows:
SECTION 1. The Oversight Board hereby approves the proposed Recognized
Obligation Payment Schedule for July 1, 2018 through June 30, 2019, attached hereto as Exhibit
A (“ROPS 18-19”).
SECTION 2. The City Manager is hereby directed to submit the approved ROPS 18-19
to DOF, the County Administrative Officer, and the County Auditor, and to take any other
actions that may be required in order to obtain DOF approval of the ROPS 18-19, including,
without limitation, making amendments to the ROPS 18-19 required by the DOF.
Page 69 of 76
ITEM NUMBER: OB C-1
DATE:
ATTACHMENT:
01/11/18
1
PASSED AND ADOPTED by the Oversight Board of the Successor Agency to the
Community Redevelopment Agency of Atascadero on the 11th day of January 2018, by the
following vote:
AYES:
NOES:
ABSENT:
ADOPTED:
OVERSIGHT BOARD OF THE
SUCCESSOR AGENCY TO THE
COMMUNITY REDEVELOPMENT
AGENCY OF ATASCADERO
By: ________________________________
Roberta Fonzi, Chairperson
ATTEST:
___________________________________
Amanda Muther, Board Secretary
Page 70 of 76
Successor Agency:Atascadero
County:San Luis Obispo
Current Period Requested Funding for Enforceable Obligations (ROPS Detail)
18-19A Total
(July - December)
18-19B Total
(January - June) ROPS 18-19 Total
A 806,669$ 225,405$ 1,032,074$
B - - -
C 806,669 225,405 1,032,074
D - - -
E 937,924$ 1,040,691$ 1,978,615$
F 886,454 1,002,421 1,888,875
G 51,470 38,270 89,740
H Current Period Enforceable Obligations (A+E):1,744,593$ 1,266,096$ 3,010,689$
Name Title
/s/
Signature Date
Administrative RPTTF
Certification of Oversight Board Chairman:
Pursuant to Section 34177 (o) of the Health and Safety code, I
hereby certify that the above is a true and accurate Recognized
Obligation Payment Schedule for the above named successor
agency.
Recognized Obligation Payment Schedule (ROPS 18-19) - Summary
Filed for the July 1, 2018 through June 30, 2019 Period
Enforceable Obligations Funded as Follows (B+C+D):
RPTTF
Redevelopment Property Tax Trust Fund (RPTTF) (F+G):
Bond Proceeds
Reserve Balance
Other Funds
ITEM NUMBER: OB C-1
DATE: 01/11/18
ATTACHMENT: 1A
Page 71 of 76
A B C D E F G H I J K L M N O P Q R S T U V W
Bond Proceeds Reserve Balance Other Funds RPTTF Admin RPTTF Bond Proceeds Reserve Balance Other Funds RPTTF Admin RPTTF
$ 46,693,327 $ 3,010,689 $ - $ 806,669 $ - $ 886,454 $ 51,470 $ 1,744,593 $ - $ 225,405 $ - $ 1,002,421 $ 38,270 $ 1,266,096
1 2010 Reimbursement/ Bond Bonds Issued On or Before 9/1/2010 10/1/2040 City of Atascadero (then Debt Service on 2010 Bonds 28,153,056 N $ 975,813 612,857 $ 612,857 362,956 $ 362,956
2 2010 Reimbursement/ Bond
Financing agreement with City of
Atascadero
Bonds Issued On or Before
12/31/10
9/1/2010 10/1/2040 City of Atascadero (then
passed through to BNY)
Trustee services for the life of the 2010
Bonds
69,750 N $ 2,750 2,750 $ 2,750 $ -
3 2004/2005 Redevelopment Bonds Bonds Issued On or Before
12/31/10
11/1/2004 9/1/2034 Bank of New York Mellon Debt Service on 2004/2005 Bonds 15,048,920 N $ 1,680,980 613,765 225,405 $ 839,170 225,405 616,405 $ 841,810
5 2004/2005 Redevelopment Bonds Bonds Issued On or Before
12/31/10
11/1/2004 9/1/2034 Bank of New York Mellon Trustee services for the life of the
2004/2005 Bonds
51,500 N $ 2,650 2,650 $ 2,650 $ -
6 City Loan #1 entered into in 1998 City/County Loan (Prior
06/28/11), Cash exchange
11/1/1998 1/1/2099 City of Atascadero Loan for Start-up costs 155,175 N
7 City Loan #2 entered into in 2001 City/County Loan (Prior
06/28/11), Cash exchange
6/28/2001 1/1/2099 City of Atascadero Revolving Loan 500,000 N
8 City Loan #3 entered into in 2002 City/County Loan (Prior
06/28/11), Cash exchange
6/12/2002 1/1/2099 City of Atascadero Loan for purchase of building housing
an adult store
720,000 N
10 Administration Allowance Admin Costs 1/1/2014 6/30/2014 City of Atascadero Administrative expenses for successor
agency in accordance with AB1X26
through June 2016 including - office
expense, postage, legal notices,
computer costs, phone costs,
operations, professional development,
direct staff time, general overhead
1,325,000 N $ 89,740 51,470 $ 51,470 38,270 $ 38,270
11 Colony Square Conditions,
Covenants and Restrictions
Property Maintenance 6/10/2008 1/1/2099 Colony Square, LLC Contract for required participation in
maintenance of common areas for
Colony Square (estimated cost is listed
for 3 years, however required as long
as RDA owns the lot)
142,816 N $ 15,000 15,000 $ 15,000 $ -
12 Maintenance of Creekside Building Property Maintenance 2/23/2010 1/1/2099 Various vendors Maintenance of Creekside Building 289,206 N $ 46,900 23,840 $ 23,840 23,060 $ 23,060
123 Sale of Creekside Building Property Dispositions 1/1/2014 1/1/2099 Unknown Costs associated with marketing and
sale of Creekside Building in
accordance with PMP
192,904 N $ 192,904 192,904 $ 192,904 $ -
124 Historic City Hall Earthquake
Repair/Rehab Project
Improvement/Infrastructure 1/1/2014 1/1/2099 FEMA FEMA grant adjustments N
125 Historic City Hall Earthquake
Repair/Rehab Project
Improvement/Infrastructure 1/1/2014 1/1/2099 CalOES Cal OES grant adjustments N
126 Demolition of RDA portable building Property Dispositions 1/1/2099 1/1/2099 Unknown Demolition of RDA portable building 20,000 N $ 3,952 3,952 $ 3,952 $ -
127 Lease for former Chamber building Property Maintenance 5/1/2009 1/1/2099 City of Atascadero Lease of Land that RDA portable sits
on
- N $ - $ - $ -
128 Historic City Hall Earthquake
Repair/Rehab Project
Bonds Issued On or Before
12/31/10
1/1/2099 1/1/2099 Unknown Historic City Hall Earthquake
Repair/Rehab Project: Exterior Lighting
Package
N $ - $ - $ -
129 Master Agreement with City Bond Funded Project – Pre-
2011
1/1/2099 1/1/2099 City of Atascadero Remaining Bond Funds including
activity related to Historic City Hall
Earthquake Repair/Rehab
N $ - $ - $ -
130 Maintenance of former Chamber
Building
Property Maintenance 5/1/2009 1/1/2099 Various vendors Securing/repairing building from
vagrants and graffiti
N
131 Historic City Hall Earthquake
Repair/Rehab Project
Bonds Issued On or Before
12/31/10
12/22/2003 6/30/2014 Various vendors Historic City Hall Earthquake
Repair/Rehab Project: FEMA
determination of eligible costs
reclassification from "Other" invoices to
"Bond Proceeds"
N $ - $ - $ -
132 2010 Reimbursement/ Bond
Financing agreement with City of
Atascadero1
Bonds Issued On or Before
12/31/10
11/1/2015 6/30/2017 Wildan Financial Arbitrage calculation required by bond
covenants
25,000 N $ - $ - $ -
133 N $ - $ - $ -
18-19B (January - June)
18-19A
Total
Atascadero Recognized Obligation Payment Schedule (ROPS 18-19) - ROPS Detail
July 1, 2018 through June 30, 2019
(Report Amounts in Whole Dollars)
Item #Payee Description/Project Scope Project Area
Total Outstanding
Debt or Obligation Retired
18-19A (July - December)
18-19B
Total Project Name/Debt Obligation Obligation Type
Contract/Agreement
Execution Date
Fund Sources Fund Sources
Contract/Agreement
Termination Date
ROPS 18-19
Total
ITEM NUMBER: OB C-1
DATE: 01/11/18
ATTACHMENT: 1A
Page 72 of 76
A B C D E F G H I
Other RPTTF
Bonds issued on
or before
12/31/10
Bonds issued on
or after
01/01/11
Prior ROPS
period balances
and
DDR RPTTF
balances
retained
Prior ROPS
RPTTF
distributed as
reserve for future
period(s)
Rent,
grants,
interest, etc.
Non-Admin
and
Admin
1 Beginning Available Cash Balance (Actual 07/01/15)
2,154,539 846,642 (744,176) 44,030
2 Revenue/Income (Actual 06/30/16)
RPTTF amounts should tie to the ROPS 15-16 total distribution from the
County Auditor-Controller during June 2015 and January 2016.
9,527 1,209,419 2,010,683
Column G includes transfer from Bond Proceeds
(Column C) for FEMA grant closeout. Column G
also includes FEMA and OES revenues received
3 Expenditures for ROPS 15-16 Enforceable Obligations (Actual
06/30/16)
1,284,599 595,511 63,444 1,451,189
Column C includes transfer to Other (column G)
for FEMA grant closed as authorized on 15-16B
4 Retention of Available Cash Balance (Actual 06/30/16)
RPTTF amount retained should only include the amounts distributed as
reserve for future period(s)
879,467 251,131 401,799 591,073
5 ROPS 15-16 RPTTF Balances Remaining
No entry required
6 Ending Actual Available Cash Balance (06/30/16)
C to G = (1 + 2 - 3 - 4), H = (1 + 2 - 3 - 4 + 5)
-$ -$ -$ -$ -$ 12,451$
Atascadero Recognized Obligation Payment Schedule (ROPS 18-19) - Report of Cash Balances
July 1, 2015 through June 30, 2016
(Report Amounts in Whole Dollars)
Pursuant to Health and Safety Code section 34177 (l), Redevelopment Property Tax Trust Fund (RPTTF) may be listed as a source of payment on the ROPS, but only to the extent no other funding source is available or
when payment from property tax revenues is required by an enforceable obligation. For tips on how to complete the Report of Cash Balances Form, see Cash Balance Tips Sheet
Fund Sources
Comments
Bond Proceeds Reserve Balance
Cash Balance Information for ROPS 15-16 Actuals
(07/01/15 - 06/30/16)
ITEM NUMBER: OB C-1
DATE: 01/11/18
ATTACHMENT: 1A
Page 73 of 76
Item #Notes/Comments
Atascadero Recognized Obligation Payment Schedule (ROPS 18-19) - Notes July 1, 2018 through June 30, 2019
ITEM NUMBER: OB C-1
DATE: 01/11/18
ATTACHMENT: 1A
Page 74 of 76
Item #Notes/Comments
Atascadero Recognized Obligation Payment Schedule (ROPS 18-19) - Notes July 1, 2018 through June 30, 2019
ITEM NUMBER: OB C-1
DATE: 01/11/18
ATTACHMENT: 1A
Page 75 of 76
PROGRAM BUDGETS
Successor Agency
FUND CODE
880
EXPENSE
July 2018 -
June 2019
CLASSIFICATION DESCRIPTION BASIS AMOUNT
Office Expense Postage, printing, copying, business cards, and office
supplies
Estimated 250$
Advertising Public hearing notices for successor agency and
oversight board items
Estimated 250
Insurance- Successor
Agency activities
Allocated portion of liability insurance costs. Covers
successor agency activities, but does not include
coverage of the Oversight Board
Allocated 12,200
Operating Supplies Items needed for general successor agency and
oversight board activities
Estimated 50
Attorney services Attorney services for successor agency activities Estimated 1,000
Administrative Charges Allocation of support services including accounts
payable, receipts, general accounting, investment,
personnel, managerial and legislative services, space
rental and other general overhead items
Allocated 21,610
Staff Time: administrative
agency and board
support
Agendas, minutes, record retention, correspondence
and coordination of meetings
Allocated 4,500
Staff Time: general
management support for
successor agency and
board
Overall successor agency and oversight board
management, attendance at meetings, general staff
reports and research
Allocated 2,610
Staff Time: Project
closeout /asset
management & disposal
support
Project closeout, oversight of sales and marketing of
creekside building, creekside building management
Allocated 15,000
Staff Time: financial
management support
Preparation and documentation of ROPS, administrative
budgets, & financial reports. Support and response to
State Controller's office, Department of Finance, and
county auditor controller's reports. Financial review of
tax distributions. General financial management and
reports.
Allocated 30,370
Staff Time: low/moderate
income housing
administration
Annual compliance monitoring in accordance with
low/moderate income housing loan documents and other
general housing loan program support
Allocated 1,900
89,740$
ITEM NUMBER: OB C-1
DATE: 01/11/18
ATTACHMENT: 2
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