4. Approval of Minutes September 18, 2014 Meeting Chair. 5. Approval of the Administrative Budget for 15-16A Period (July - December 2015) Resolution

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1 Members: Mike Roberts, Chair Alicia Aguirre, Vice Chair Steve Abbors Michael Callagy Barbara Christensen Deanna La Croix Enrique Navas AGENDA Oversight Board Thursday, February 19, :00 p.m. 5:00 p.m. City Hall 1017 Middlefield Road Redwood City, CA Conference Room 2B Second Floor City Staff as Successor Agency Attendees: Aaron Aknin, Community Development Director Alison Freeman, Financial Services Manager Carolyne Kerans, Senior Accountant Audrey Ramberg, Interim Finance Director/Assistant City Manager Veronica Ramirez, Assistant City Attorney Pamela Thompson, City Attorney Silvia Vonderlinden, City Clerk Craig Labadie, Counsel to the Oversight Board 1. Call to Order Chair 2. Roll Call Chair 3. Public Comments NOTE: Speakers are limited to three minutes, unless modified by the Chairperson. The Board cannot take action on any matter raised under this item. Chair 4. Approval of Minutes September 18, 2014 Meeting Chair 5. Approval of the Administrative Budget for 15-16A Period (July - December 2015) Resolution 6. Approval of ROPS for 15-16A (July - December 2015) Resolution Audrey Ramberg Audrey Ramberg 7. Oral Communications from the Successor Agency Contact Audrey Ramberg 8. Set Date and Agenda for Next Board Meetings ROPS 15-16B due to the DOF by October 5, 2015 Audrey Ramberg 9. Adjourn Chair Alternate Agenda Formats: The City Council will provide materials in appropriate alternative formats to comply with the Americans with Disabilities Act. Please send a written request to Silvia Vonderlinden, City Clerk, at 1017 Middlefield Road, Redwood City, CA or e mail address svonderlinden@redwoodcity.org including your name, address, phone number and brief description of the requested materials and preferred alternative format or auxiliary aid or service at least seven calendar days before the meeting.

2 Members: Mike Roberts, Vice Chair- Present Steve Abbors Absent Alicia Aguirre Present Michael Callagy* - Present Barbara Christensen Present Deanna La Croix* - Present Enrique Navas Present *to be sworn in 4. Minutes to Approve Draft Minutes Oversight Board Thursday, September 18, :00 p.m. 5:00 p.m. City Hall 1017 Middlefield Road Redwood City, CA Conference Room 2B Second Floor City Staff as Successor Agency Attendees: Bob Bell, City Manager Absent Aaron Aknin, Community Development Director Present Alison Freeman, Financial Services Manager Present Audrey Ramberg, Interim Finance Director/Assistant City Manager Present Veronica Ramirez, Assistant City Attorney Present Pamela Thompson, City Attorney Absent Silvia Vonderlinden, City Clerk Present Craig Labadie, Counsel to the Oversight Board Present 1. Call to Order Vice Chair Roberts called the meeting to order at 4:03 p.m. Vice Chair 2. Roll Call City Clerk Vonderlinden performed the roll call and presences and absences are denoted above. Vice Chair 3. Public Comment There was no public comment. Vice Chair 4. Swearing in of new Board Members - City Clerk Vonderlinden City Clerk Vonderlinden swore in the two new Oversight Board Members: Michael Callagy Representing the County of San Mateo Deanna La Croix Representing Redwood City 5. Selection of Chair and Vice Chair Vice Chair/Chair Vice Chair Roberts announced that the floor was open for nominations for the position of Chair. Council Member Aguirre nominated Mike Roberts for the position of Chair of the Board. There were no additional nominations. The nomination period was closed. The Board voted on making Mr. Mike Roberts its Chair and the affirmative votes were: Aguirre, Christensen, Callagy, LaCroix, and Member Roberts abstained. The new Chair of the Oversight Board is Mr. Mike Roberts. Member Navas arrives at the meeting. Chair Roberts opens the nominations for the position of Vice Chair. Member Christensen nominated Alicia Aguirre for the position of Vice Chair. The nomination period was declared closed by the Chair. The Board voted on making Ms. Aguirre its Vice Chair and the affirmative votes were: Roberts, Callagy, Christensen, LaCroix, Navas and Member Aguirre abstained. The new Vice Chair of the Oversight Board is Ms. Alicia Aguirre.

3 Draft Minutes 6. Approval of Minutes February 13, 2014 Meeting Chair M/S Christensen/Roberts to approve the minutes. Motion carries with Mr. Callagy abstaining. 7. Approval of the Administrative Budget for 14-15B Period (January June 2015) 4. Minutes to Approve Resolution No Audrey Ramberg Ms. Ramberg introduced herself and said she was very pleased to help shepherd the needs of the Oversight Board in her capacity as Interim Finance Director. She briefly explained the administrative budget. M/S Navas/Aguirre to approve the administrative budget via the resolution. Motion carried unanimously. 8. Approval of ROPS 14-15B (January June 2015) Resolution No Audrey Ramberg Ms. Ramberg provided the report and explained details about the payment schedule and repayment specifics. She highlighted some differences and went through specific areas of the document. Member Christensen inquired about the areas in red and Ms. Ramberg said that these are areas for which staff is seeking resolution with the State. Ms. Ramirez, Assistant City Attorney, added some information about the litigation regarding the Legal Aid Society matter and she provided a status update. She added that the Legal Aid Society appealed the original decision. Legal Counsel Labadie said that this will be a lengthy process six to nine months and it could take up to one to one year and half for a possible determination. Ms. Christensen summarized that it looks like the red items are basically place holders. Chair Roberts provided some context on the matter for the benefit of the new members. He added that this Board had joined a number of agencies in pursuing litigation in the County, and Mr. Labadie said that across California over 150 agencies have embarked on this same process. Ms. Ramirez explained the two issues related to the lawsuit and the sequence of events and who the stakeholders are. She provided details on the funds and the legal framework regarding the issues. Ms. Christensen noted that the original report of cash balances was different than this one and Ms. Carolyne Kerans explained the details surrounding the bond reserve and how it had to be reflected in the document. While the bottom line has not changed, the figure had to be adjusted per direction from staff at the State Department of Finance. Member Navas inquired about the pass through payments and Ms. Ramberg stated that was still an outstanding debt but the city is pursuing legal action. M/S Callagy/Navas to approve the resolution. Motion carried unanimously. Ms. Ramberg thanked the Finance staff, in particular Carolyne Kerans Senior Accountant, and others in that department for their work in preparing the financials related to the Oversight Board. 9. Oral Communications from the Successor Agency Contact Audrey Ramberg Legal Counsel Labadie announced that the Conflict of Interest Code for the Oversight Board is being adopted in conjunction with the City of Redwood City Conflict of Interest Code, and there are no changes to the filers who have to file their Statement of Economic Interests Form. Ms. Ramberg gave the Board an update on the transferable assets matter and how the State Controller s Office will be receiving a strong rebuttal and a response is due tomorrow.

4 Draft Minutes Member Christensen said she would like to see what is provided by City staff in way of a response. Ms. Christensen also inquired about the long range property management plan. Ms. Freeman, Finance Manager, said that staff needs to wait until the legal action is concluded. 10. Set Date and Agenda for Next Board Meetings 4. Minutes to Approve ROPS 15-16A due to the DOF by March 3, 2015 Audrey Ramberg By general consensus, the next Oversight Board meeting is scheduled for February 19, For the benefit of the new members, all attendees introduced themselves. 11. Adjournment M/S Callagy/Aguirre to adjourn the meeting at 4:35 p.m. Motion carried unanimously by roll call vote. Respectfully submitted, Silvia Vonderlinden, City Clerk Submitted for approval at the Oversight Board meeting of February 19, 2015.

5 5. Administrative Budget Successor Agency to the former Redwood City Redevelopment Agency Agenda Report To: Oversight Board Members From: Audrey Seymour Ramberg, Interim Finance Director Date: February 19, 2015 Re: Administrative Budget for the period of July 1, 2015 through December 31, 2015 for the Successor Agency of the Former Redwood City Redevelopment Agency RECOMMENDATION Approve, by resolution, the recommended Successor Agency administrative budget for the period of July 1, 2015 through December 31, BACKGROUND Under AB x1 26 Successor Agencies are required to submit their administrative budget to their Oversight Board for approval for each six-month Recognized Obligation Payment Schedule (ROPS) period. The administrative budget is then placed on the appropriate ROPS for Oversight Board approval. For the period of July 1, 2015 through December 31, 2015 the Successor Agency administrative budget is comprised of employee costs (salaries and benefits) for those employees who are directly involved in the Successor Agency activities, audit fees and legal fees provided to the Oversight Board (see Exhibit A of the Resolution - Attachment One). Attachment Two lists the positions and corresponding portions of each position that are included in this budget and the associated projected costs. Under AB x1 26, the Successor Agency is provided an administrative cost allowance of $250,000 annually and has limited the administrative budget accordingly. The proposed administrative budget has been reduced to $58,745 for July 1, 2015 through December 31, 2015 to align with the decreased activity expected in the next fiscal year.

6 5. Administrative Budget Audrey Seymour Ramberg Interim Finance Director, Successor Agency ATTACHMENTS 1. Resolution Approving the Successor Agency Administrative Budgets 2. Recommended Administrative Budget Detail for the Successor Agency 2

7 5. Administrative Budget Resolution RESOLUTION NO. OB- RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE REDWOOD CITY REDEVELOPMENT AGENCY APPROVING THE ADMINISTRATIVE BUDGET FOR THE PERIOD OF JULY 1, 2015 THROUGH DECEMBER 31, 2015 (15-16A) WHEREAS, under AB X1 26, enacted by the California State Legislature and signed by the Governor as part of the State budget, a new Part 1.85 was added to Division 24 of the California Health and Safety Code (Health and Safety Code Section et seq., as may be amended, the Dissolution Act ) and, in accordance therewith, all redevelopment agencies in the State of California, including the Redwood City Redevelopment Agency ( Redevelopment Agency ), were dissolved as of February 1, 2012; and WHEREAS, in compliance with the Dissolution Act, the City of Redwood City ( City ) determined it would serve as the Successor Agency to the Redwood City Redevelopment Agency ( Successor Agency ) effective February 1, 2012; and WHEREAS, the Oversight Board of the Successor Agency to the Redwood City Redevelopment Agency ( Oversight Board ) has been established pursuant to Section of the Dissolution Act to oversee the Successor Agency s actions in winding down the affairs of the Redevelopment Agency in accordance with the Dissolution Act; and WHEREAS, Section 34177(j) requires the Successor Agency to prepare a proposed administrative budget for each six month ROPS period, and submit the administrative budget to the Oversight Board for approval; and WHEREAS, Section 34177(k) requires the Successor Agency to provide to the County Auditor-Controller the administrative cost estimated from its approved administrative budget for each six month ROPS period that are to be paid from property tax revenues deposited into the Redevelopment Property Tax Trust Fund established for the Successor Agency (RPTTF); and WHEREAS, the Successor Agency submitted the proposed administrative budget for the period of July 1, 2015 through December 31, 2015 ( Administrative Budget 15-16A ) to the Oversight Board for approval; and ATTY/RESO.3062/ OB RESO APPROVING ADMINISTRATIVE BUDGET 15-16A REV: VR Page 1 of 3

8 5. Administrative Budget Resolution WHEREAS, the Oversight Board held a public meeting on February 19, 2015 and considered the Administrative Budget 15-16A following the notice required by law. NOW, THEREFORE, THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE REDWOOD CITY REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. Section 2. The Oversight Board hereby approves the Administrative Budget 15-16A, attached hereto as Exhibit A and incorporated herein by this reference. Section 3. This resolution takes effect upon adoption. * * * ATTY/RESO.3062/ OB RESO APPROVING ADMINISTRATIVE BUDGET 15-16A REV: VR Page 2 of 3

9 5. Administrative Budget Resolution Exhibit A Successor Agency of the Former Redwood City Redevelopment Agency Proposed Administrative Budget July-December 2015 ROPS 15-16A Line Item # Description Amount $ Employee Costs 50,745 Oversight Board Legal Fees 5,000 Audit of Successor Agency 3,000 Line 23 Total Administrative Budget 58,745 ATTY/RESO.3062/ OB RESO APPROVING ADMINISTRATIVE BUDGET 15-16A REV: VR Page 3 of 3

10 5. Administrative Budget REDWOOD CITY Successor Agency Administrative Budget Employee Costs FTEs Wages Benefits Annual Total ROPS Period 15 16A 07/01/15 12/31/15 Attachment 2 City Manager , ,615 1,807 City Attorney ,074 1,679 6,753 3,377 Assistant City Attorney ,538 3,543 13,081 6,541 Community Development Director ,058 3,859 14,917 7,459 City Clerk ,781 1,202 3,983 1,991 Secretary ,978 1,664 4,641 2,321 Finance Director ,491 5,405 20,896 10,448 Financial Services Manager ,429 3,312 11,741 5,871 Senior Accountant ,429 4,451 13,880 6,940 Management Analyst I ,340 2,642 7,981 3, ,852 28, ,489 50,745

11 6. ROPS Successor Agency to the former Redwood City Redevelopment Agency Agenda Report To: Oversight Board Members From: Audrey Seymour Ramberg, Interim Finance Director Date: February 19, 2015 Re: Review and Approval by Resolution of the ROPS 15-16A RECOMMENDATION Approve, by resolution, the Recognized Obligation Payment Schedule 15-16A which covers the period of July 1, 2015 through December 31, DISCUSSION As required under AB x1 26 and AB 1484 the Successor Agency to the Redwood City Redevelopment Agency submits its Recognized Obligation Payment Schedule (ROPS) 15-16A for your approval. The State Department of Finance (DOF) approved each of the items on the ROPS 14-15B. The funding for the items on the ROPS 15-16A, which is required to be submitted to the DOF no later than March 3, 2015 will come from the April 2015 property tax apportionment which the County Controller is required to make to the Successor Agency by June 1, Recognized Obligation Payment Schedule Please note that the items highlighted in red have previously been denied by the DOF. For ease of reference, the line number will be cited to the ROPS attached to this report: Lines 1-2: Tax Allocation Bonds are solely the debt of the former Redevelopment Agency and are now assumed by the Successor Agency. An interest payment of $1,889,861 and principal payment of $1,615,139 is not due until July 15, 2016 therefore there will be no debt service requested in the 15-16A ROPS. The next debt service payment will be requested on the 15-16B ROPS which will be funded in January of Payments will be $3.5 million annually until these bonds are retired in July Line 3: Although under AB 1484 the SERAF repayment to the Low and Moderate Housing fund may not begin until a letter of compliance is received from the DOF, we are nonetheless including the total amount of this obligation as a placeholder for future repayments. Accordingly, no funds are being requested on this ROPS.

12 6. ROPS Lines 5-6: Repayment to the City for principal and interest is due for funds advanced by the City for Downtown projects. This is an existing agreement prior to January 1, 2011, and is an enforceable obligation under the legislation (H&S 34171(d)(2)) as it is supported by an agreement repaying the City in connection with bonds issued for the legitimate purpose of loaning funds to the Redevelopment Agency. Although the DOF denied the request for payment of this item, the City believes this is an enforceable obligation. Accordingly, no funds are being requested on this ROPS. Line 7: Fees for arbitrage rebate calculations, fiscal agent fees and annual disclosure fees in connection with the 2003 Tax Allocation Bonds. Lines 17-20: The unfunded pension and retiree medical obligations attributable to employees who provided services to the former Redevelopment Agency. At the December 5 th 2012 meeting the Board approved this agreement. The DOF subsequently confirmed that these are valid obligations. The agreement calls for semi-annual payments of $208,681 to be made until FY ; these line items represent the fifth of ten payments. Line 22: As part of the financing arrangement for this Low and Moderate Income Housing project located at 1540 El Camino Real, funds were provided from three sources: the Redevelopment Agency Low and Moderate Income Housing fund ($1,927,000), Community Development Block Grant funds ($200,000), and the County of San Mateo ($500,000). The loan agreement requires the developer to make payments to the Redevelopment Agency which in turn is required to remit amounts due back to the County. Repayments are not expected until December 1, This item was added as a place holder for these future repayments; accordingly, no funds are being requested on this ROPS. Line 23: The statutory administrative cost allowance provided by Health and Safety Code section (b) is $250,000 per fiscal year. The proposed administrative cost for the ROPS 15-16A is $58,745. Lines 25: AB1290 pass through payment owed to taxing agency, City of Redwood City, was denied by the DOF but will be pursued. Line 39: Legal services costs relating to the DOF s denial of City/Agency Loan (lines 5-6) above. No funds are being requested on this ROPS period. Audrey Seymour Ramberg Interim Finance Director, Successor Agency ATTACHMENTS 1. Resolution approving the Recognized Obligation Payment Schedule 15-16A (including the Recommended ROPS 15-16A) Page 2

13 6. ROPS Resolution RESOLUTION NO. OB- RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE REDWOOD CITY REDEVELOPMENT AGENCY APPROVING A RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR THE PERIOD JULY 1, 2015 THROUGH DECEMBER 31, 2015 (15-16A) WHEREAS, under AB X1 26, enacted by the California State Legislature and signed by the Governor as part of the State budget, a new Part 1.85 was added to Division 24 of the California Health and Safety Code (Health and Safety Code Section et seq., as may be amended, the Dissolution Act ) and, in accordance therewith, all redevelopment agencies in the State of California, including the Redwood City Redevelopment Agency ( Redevelopment Agency ), were dissolved as of February 1, 2012; and WHEREAS, in compliance with the Dissolution Act, the City of Redwood City ( City ) determined it would serve as the Successor Agency to the Redwood City Redevelopment Agency ( Successor Agency ) effective February 1, 2012; and WHEREAS, the Oversight Board of the Successor Agency to the Redwood City Redevelopment Agency ( Oversight Board ) has been established pursuant to Section of the Dissolution Act to oversee the Successor Agency s actions in winding down the affairs of the Redevelopment Agency in accordance with the Dissolution Act; and WHEREAS, the Successor Agency prepared a draft of the Recognized Obligation Payment Schedule for the period July 1, 2015 through December 31, 2015 for the enforceable obligations of the Successor Agency ( ROPS 15-16A ); and WHEREAS, Section and require the approval of the ROPS 15-16A by the Oversight Board by ROPS; and WHEREAS, the Successor Agency submitted a copy of the ROPS 15-16A to the County Administrative Officer, the County Auditor-Controller, and the State Department of Finance at the same time that the Successor Agency submitted the ROPS 15-16A to the Oversight Board for approval; and WHEREAS, the Oversight Board held a public meeting on February 19, 2015, and considered the ROPS 15-16A following the notice required by law.

14 6. ROPS Resolution NOW, THEREFORE, THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE REDWOOD CITY REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. Section 2. The Oversight Board hereby approves the ROPS 15-16A, attached hereto as Exhibit A and incorporated herein by this reference, and hereby authorizes and directs the City Manager to make necessary revisions or amendments to the ROPS form based upon new direction or guidance from the State Department of Finance. Section 3. The Oversight Board hereby authorizes and directs the City Clerk to transmit the approved ROPS 15-16A, by mail or electronic means, to the San Mateo County Auditor-Controller, the State Controller and the State Department of Finance by March 3, Section 4. The City Clerk is hereby authorized and directed to post a copy of the approved ROPS on the Successor Agency s website by March 3, Section 5. This resolution takes effect upon adoption. * * *

15 Exhibit A Recognized Obligation Payment Schedule (ROPS 15-16A) - Summary Filed for the July 1, 2015 through December 31, 2015 Period Name of Successor Agency: Name of County: Redwood City San Mateo Current Period Requested Funding for Outstanding Debt or Obligation Six-Month Total Enforceable Obligations Funded with Non-Redevelopment Property Tax Trust Fund (RPTTF) Funding A Sources (B+C+D): $ - B Bond Proceeds Funding (ROPS Detail) - C Reserve Balance Funding (ROPS Detail) - D Other Funding (ROPS Detail) - E Enforceable Obligations Funded with RPTTF Funding (F+G): $ 269,793 F Non-Administrative Costs (ROPS Detail) 211,048 G Administrative Costs (ROPS Detail) 58,745 H Current Period Enforceable Obligations (A+E): $ 269,793 Successor Agency Self-Reported Prior Period Adjustment to Current Period RPTTF Requested Funding I Enforceable Obligations funded with RPTTF (E): 269,793 J Less Prior Period Adjustment (Report of Prior Period Adjustments Column S) (32,072) K Adjusted Current Period RPTTF Requested Funding (I-J) $ 237,721 County Auditor Controller Reported Prior Period Adjustment to Current Period RPTTF Requested Funding L Enforceable Obligations funded with RPTTF (E): 269,793 M Less Prior Period Adjustment (Report of Prior Period Adjustments Column AA) - N Adjusted Current Period RPTTF Requested Funding (L-M) 269,793 Certification of Oversight Board Chairman: Pursuant to Section (m) 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 agency. Name /s/ Signature Title Date

16 Exhibit A Recognized Obligation Payment Schedule (ROPS 15-16A) - ROPS Detail July 1, 2015 through December 31, 2015 (Report Amounts in Whole Dollars) A B C D E F G H I J K L M N O P Contract/Agreement Contract/Agreement Item # Project Name / Debt Obligation Obligation Type Execution Date Termination Date Payee Description/Project Scope Project Area 1 Tax allocation Bond, Series 2003A for infrastracture projects [34171 (d) Bonds Issued On or Before 12/31/10 2 Tax allocation Bond, Series 2003A Bonds Issued On or for infrastracture projects [34171 (d) Before 12/31/10 1 (A)] 10/15/2003 7/15/2032 US Bank Debt service for bonds issued for RDA Project Area No. 2 10/15/2003 7/15/2032 US Bank Interest payments for bonds issued for RDA Project Area No. 2 Total Outstanding Debt or Obligation Retired Bond Proceeds Reserve Balance Other Funds Non-Admin Admin Six-Month Total $ 68,503,709 $ - $ - $ - $ 211,048 $ 58,745 $ 269,793 18,404,779 N - $ - 39,650,220 N - $ - 3 SERAF Repayment [34171 (d) 1 (B)] SERAF/ERAF 12/14/2009 6/30/2015 Housing Successor Agency Repayment of Borrowed LMIHF to make FY 09/10 SERAF payment 1,687,703 N $ - 5 Capital improvements in the City/County Loans 1/24/2005 6/30/2019 City of Redwood City Repay a City loan for capital projects 2,269,543 N $ - downtown [34171 (d) 2] On or Before 6/27/11 from City / Agency Loan Agreement 6 Capital improvements in the City/County Loans 12/24/2005 6/30/2019 City of Redwood City Repay interest on a City loan for 256,432 N $ - downtown [34171 (d) 2] On or Before 6/27/11 capital improvements from City/Agency Loan Agmt. 7 On-going debt service bank and Fees 10/15/2003 7/15/2032 US Bank and Willdan Bank fees and annual disclosure fees 101,246 N 2,367 $ 2,367 fiscal agent fees [34171 (d) 1 (A)] Financial for the 2003 Bond 17 Accrued PERS Pension Obligations Unfunded Liabilities 1/1/2014 2/15/2018 CalPERS Costs incurred to date 410,615 N 68,436 $ 68,436 [34171 (d) 1 (C)] 18 Accrued Retiree Health Obligations Unfunded Liabilities 1/1/2014 2/15/2018 CalPERS CERBT Costs incurred to date 618,150 N 103,025 $ 103,025 [34171 (d) 1 (C)] 19 Accrued PERS Pension Obligations Unfunded Liabilities 1/1/2014 2/15/2018 CalPERS Costs incurred to date for Housing 89,134 N 14,856 $ 14,856 [34171 (d) 1 (C)] employees 20 Accrued Retiree Health Obligations [34171 (d) 1 (C)] Unfunded Liabilities 1/1/2014 2/15/2018 CalPERS CERBT Costs incurred to date for Housing employees 134,186 N 22,364 $ 22, Villa Montgomery- FCH [34171 (d) 1 City/County Loans 5/25/ /1/2045 San Mateo County Loan payable to San Mateo County on 500,000 N $ - (B) On or Before 6/27/11 part of FCH loan 23 Successor Agency Administrative Cost Allowance [34171 (b)] Admin Costs 7/1/2012 7/15/2032 Successor Agency Minimum amount of property tax to Successor Agency for general administrative costs Miscellaneous 1/1/2014 6/30/2014 City of Redwood City AB 1290 Pass Through Payments for & Legal 7/1/ /31/2014 Best, Best & Krieger LLP Litigation Costs to appeal Trial Court's decision relating DOF's denial of City/Agency Loan. Funding Source Non-Redevelopment Property Tax Trust Fund (Non-RPTTF) 4,250,000 N 58,745 $ 58, Statutory Payment (2)-City of Redwood City-AB ,701 N $ - 39 Legal services costs relating to the - N $ - DOF's denial of City/Agency Loan (Line 5 & 6 above).. 40 N $ - 41 N $ - 42 N $ - 43 N $ - 44 N $ - 45 N $ - 46 N $ - 47 N $ - 48 N $ - 49 N $ - 50 N $ - 51 N $ - 52 N $ - 53 N $ - 54 N $ - 55 N $ - 56 N $ - 57 N $ - 58 N $ - 59 N $ - 60 N $ - 61 N $ - 62 N $ - RPTTF

17 Exhibit A Recognized Obligation Payment Schedule (ROPS 15-16A) - Report of Prior Period Adjustments Reported for the ROPS 14-15A (July 1, 2014 through December 31, 2014) Period Pursuant to Health and Safety Code (HSC) section (a) (Report Amounts in Whole Dollars) ROPS 14-15A Successor Agency (SA) Self-reported Prior Period Adjustments (PPA): Pursuant to HSC Section (a), SAs are required to report the differences between their actual available funding and their actual expenditures for the ROPS 14-15A (July through December 2014) period. The amount of Redevelopment Property Tax Trust Fund (RPTTF) approved for the ROPS 15-16A (July through December 2015) period will be offset by the SA s self-reported ROPS 14-15A prior period adjustment. HSC Section (a) also specifies that the prior period adjustments self-reported by SAs are subject to audit by the county auditor-controller (CAC) and the State Controller. A B C D E F G H I J K L M N O P Q R S T Non-RPTTF Expenditures RPTTF Expenditures Bond Proceeds Reserve Balance Other Funds Non-Admin Admin Net SA Non-Admin and Admin PPA (Amount Used to Offset ROPS 15-16A Requested RPTTF) Item # Project Name / Debt Obligation Authorized Actual Authorized Actual Authorized Actual Authorized Available RPTTF (ROPS 14-15A distributed + all other available as of 07/1/14) Net Lesser of Authorized / Available Actual Difference (If K is less than L, the difference is zero) Authorized Available RPTTF (ROPS 14-15A distributed + all other available as of 07/1/14) Net Lesser of Authorized / Available Actual $ 125, ,000 Difference (If total actual exceeds total authorized, the total difference is zero) $ - $ - $ - $ - $ 95,697 $ 95,697 $ 225,118 $ 225,118 $ 225,118 $ 193,046 $ 32,072 $ 125,000 $ 125,000 $ $ - $ 32,072 1 Tax allocation Bond, $ - $ - $ - 2 Tax allocation Bond, ,813 74,813 $ 74,813 74,813 $ - $ - 3 SERAF Repayment $ - $ - $ - [34171 (d) 1 (B)] 5 Capital $ - $ - $ - improvements in the downtown [34171 (d) 2] 6 Capital improvements in the downtown [34171 (d) 2] 7 On-going debt service bank and fiscal agent fees [34171 (d) 1 (A)] 12 Project administration for Bradford Street [34171 (d) 1 (E)] Heller Street Affordable Housing [34171 (d) 1 (E)] 17 Accrued PERS Pension Obligations [34171 (d) 1 (C)] 18 Accrued Retiree Health Obligations [34171 (d) 1 (C)] 19 Accrued PERS Pension Obligations [34171 (d) 1 (C)] 20 Accrued Retiree Health Obligations [34171 (d) 1 (C)] 22 Villa Montgomery- FCH [34171 (d) 1 (B) $ - $ - $ ,321 2,321 $ 2,321 2,300 $ 21 $ $ - $ - $ $ - $ - $ ,436 68,436 $ 68,436 68,436 $ - $ ,697 95,697 7,328 7,328 $ 7,328 7,328 $ - $ ,856 14,856 $ 14,856 14,856 $ - $ ,364 22,364 $ 22,364 22,364 $ - $ $ - $ - $ - Net Difference (M+R) SA Comments 23 Successor Agency Administrative Cost Allowance [34171 (b)] 25 Statutory Payment (2)-City of Redwood City-AB Legal services costs relating to the DOF's denial of City/Agency Loan (Line 5 & 6 above) $ - $ - $ $ - $ - $ ,000 35,000 $ 35,000 2,949 $ 32,051 $ 32,051 $ - $ - $ -

18 Exhibit A Recognized Obligation Payment Schedule (ROPS 15-16A) - Report of Prior Period Adjustments Reported for the ROPS 14-15A (July 1, 2014 through December 31, 2014) Period Pursuant to Health and Safety Code (HSC) section (a) (Report Amounts in Whole Dollars) ROPS 14-15A Successor Agency (SA) Self-reported Prior Period Adjustments (PPA): Pursuant to HSC Section (a), SAs are required to report the differences between their actual available funding and their actual expenditures for the ROPS 14-15A (July through December 2014) period. The amount of Redevelopment Property Tax Trust Fund (RPTTF) approved for the ROPS 15-16A (July through December 2015) period will be offset by the SA s self-reported ROPS 14-15A prior period adjustment. HSC Section (a) also specifies that the prior period adjustments self-reported by SAs are subject to audit by the county auditor-controller (CAC) and the State Controller. A B C D E F G H I J K L M N O P Q R S T Non-RPTTF Expenditures RPTTF Expenditures Bond Proceeds Reserve Balance Other Funds Non-Admin Admin Net SA Non-Admin and Admin PPA (Amount Used to Offset ROPS 15-16A Requested RPTTF) Item # Project Name / Debt Obligation Authorized Actual Authorized Actual Authorized Actual Authorized Available RPTTF (ROPS 14-15A distributed + all other available as of 07/1/14) Net Lesser of Authorized / Available Actual Difference (If K is less than L, the difference is zero) Authorized Available RPTTF (ROPS 14-15A distributed + all other available as of 07/1/14) $ - $ - $ - $ - $ 95,697 $ 95,697 $ 225,118 $ 225,118 $ 225,118 $ 193,046 $ 32,072 $ 125,000 $ 125,000 Net Lesser of Authorized / Available Actual $ 125, ,000 Difference (If total actual exceeds total authorized, the total difference is zero) Net Difference (M+R) $ $ - $ 32,072 $ - $ - $ - $ - $ - $ - $ - $ - $ - SA Comments

19 Exhibit A Recognized Obligation Payment Schedule (ROPS 15-16A) - Notes July 1, 2015 through December 30, 2015 Item # Notes/Comments

20 Exhibit A Pursuant to Health and Safety Code section (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 A B C D E F G H I *- Fund Sources Cash Balance Information by ROPS Period Bonds Issued on or before 12/31/10 Bond Proceeds Reserve Balance Prior ROPS period balances and DDR RPTTF Bonds Issued on balances or after 01/01/11 retained Prior ROPS RPTTF distributed as reserve for future period(s) Other RPTTF Rent, Grants, Interest, Etc. Non-Admin and Admin Comments ROPS 14-15A Actuals (07/01/14-12/31/14) 1 Beginning Available Cash Balance (Actual 07/01/14) 2 Revenue/Income (Actual 12/31/14) RPTTF amounts should tie to the ROPS 14-15A distribution from the County Auditor-Controller during June Expenditures for ROPS 14-15A Enforceable Obligations (Actual 12/31/14) RPTTF amounts, H3 plus H4 should equal total reported actual expenditures in the Report of PPA, Columns L and Q 4 Retention of Available Cash Balance (Actual 12/31/14) RPTTF amount retained should only include the amounts distributed as reserve for future period(s) 1,656, ,631 1,275 1,547,629-15, ,843-95, ,046 5 ROPS 14-15A RPTTF Prior Period Adjustment RPTTF amount should tie to the self-reported ROPS 14-15A PPA in the No entry required Report of PPA, Column S 32,072 6 Ending Actual Available Cash Balance C to G = ( ), H = ( ) $ 108,939 $ - $ - $ - $ 29,670 $ - ROPS 14-15B Estimate (01/01/15-06/30/15) 7 Beginning Available Cash Balance (Actual 01/01/15) (C, D, E, G = 4 + 6, F = H4 + F4 + F6, and H = 5 + 6) $ 1,656,568 $ - $ - $ - $ 29,670 $ 32,072 8 Revenue/Income (Estimate 06/30/15) RPTTF amounts should tie to the ROPS 14-15B distribution from the County Auditor-Controller during January ,756,702 9 Expenditures for ROPS 14-15B Enforceable Obligations (Estimate 06/30/15) 13,934 3,756, Retention of Available Cash Balance (Estimate 06/30/15) RPTTF amount retained should only include the amounts distributed as reserve for future period(s) 1,547, Ending Estimated Available Cash Balance ( ) $ 108,939 $ - $ - $ - $ 15,736 $ 32, = $15, A rops int,rent; $ b int, rent;$4 trustee interest reducing d/s pmt