SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JOSE

Transcription

1 OVERSIGHT BOARD AGENDA: 02/22/18 ITEM: 6.4 SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JOSE MEMORANDUM TO: OVERSIGHT BOARD FROM: RICHARD A. KEIT MANAGING DIRECTOR JULIA H. COOPER CHIEF FINANCIAL OFFICER SUBJECT: DATE: SEE BELOW FEBRUARY 15, 2018 APPROVAL: ^ DATE:. / SUBJECT: SUMMARY OF REMAINING DISSOLUTION ACTIVITIES BACKGROUND At the January 18, 2018 Oversight Board meeting, staff was directed to return to the Board with a comprehensive report of the remaining activities of the Successor Agency. As the second largest former redevelopment agency in the State, the work efforts to wind-down the affairs of the San Jose Successor Agency have been significant. Fortunately, after six years, many of the activities have been completed, including the refunding of all outstanding debt and sale of most of the Successor Agency s assets. This memo highlights all remaining activities necessary to complete the dissolution of the Successor Agency. Absent any unforeseen events nearly all the remaining work elements (not related to debt management activities, financial reporting and monitoring of agreement covenants) identified in this memorandum should be completed by the end of Fiscal Year The memorandum is divided into two sections: Work Elements to be Completed by the End of FY and Ongoing Work Elements Through 2035.

2 OVERSIGHT BOARD February 15,2018 Subject: Summary of Remaining Dissolution Activities Page 2 Property Disposition - Table 1 Work Elements to be Completed by the End of FY Table 1, the Disposition of Successor Agency Properties, lists all remaining real property owned by the Successor Agency. The properties are identified by the street address and Long Range Property Management Plan number. There are three categories of property disposition remaining: 1. Property Sales pursuant to the North San Pedro Disposition and Development Agreements ( DDAs ) 2. Properties to be Sold, either through the direct sale or solicitation (bid) process 3. Properties to be Transferred Pursuant to Compensation Agreements The attached map following Table 1 identifies all six blocks associated with the North San Pedro DDAs. Blocks A, C, and H have already been sold and Blocks B/F, D, and E remain to be sold. In the Properties to be Sold category, Successor Agency staff intends to sell the participation interest in the Sheraton Hotel (formerly Montgomery Hotel) through a solicitation process. However, the owner of the Hotel has not provided certified financials as required under the Agreement with the Successor Agency. Successor Agency staff has given the Sheraton ownership until February 23, 2018, to hire a Certified Public Accountant and, until March 23, 2018, to provide the certified financials to the Successor Agency for calendar years If the ownership of the Hotel fail to meet either deadline, Successor Agency and legal staff would initiate action to enforce the terms of the Agreement and to require the Hotel ownership to provide the relevant information necessary for a more successful solicitation. The status of the sale of the South Hall Site and Jose Theatre is discussed on a separate item (6.2) on the Oversight Board agenda. Enforceable Obligations - Table 2 Table 2 identifies current Enforceable Obligations, exclusive of bond debt service. The categories are Administrative, Bond Related Services, Asset Management, Leases to be paid, and Other. The table is a comprehensive list of the outstanding Successor Agency s enforceable obligations as of July 1, 2018, and the FY obligations as identified in the Recognized Obligation Payment Schedule ( ROPS ). As a result of the bond refunding in December 2017, receipt of RPTTF in January 2018 and the receipt of proceeds in connection with the sale of the Fairmont Hotel, staff expects to pay for several outstanding past-due obligations prior to June 30, Each obligation also includes whether it is ongoing or will be retired by the end of FY The ongoing obligations are administrative activities mostly related to bond services, financial reporting, and monitoring of agreements. Many services to be retired in the Asset Management category are dependent on the timing of land sales.

3 OVERSIGHT BOARD February 15, 2018 Subject: Summary of Remaining Dissolution Activities Page 3 Active Disposition and Development Agreements (PDAs) - Table 3 As Table 3 indicates there are four active DDAs. The first two DDAs are for the development of the North San Pedro Project, which is utilizing a $24.16 million State Infill and Infrastructure Grant (IIG). North San Pedro project is the last redevelopment project and is nearing completion. The IIG provided funding for undergrounding utilities; new storm and sanitary sewers; new sidewalks and streets, including the elimination of the Julian Street S curve; new streetlights and trees; and new traffic signals. This public infrastructure work will allow the construction of approximately 1,600 new housing units including 135 low and moderate income units. All housing must be constructed by The third DDA was originally between the Successor Agency and Green Valley as the Developer. Green Valley subsequently assigned its interest in the DDA to Fulton Street Ventures. However, the provisions and obligations in the DDA remain with Green Valley. Fulton Street Ventures has a project management team in place, and is finalizing a new construction schedule. Construction is scheduled to commence in The fourth DDA with Boston Properties requires an application for a building permit on or before June 22, 2019 for construction of an office project. Covenants, Conditions, and Restrictions (CC&Rsl - Table 4 Table 4 is a list of forty-two (42) agreements that have recorded covenants, conditions and restrictions against properties that were the subject of redevelopment projects. The first thirtyfive (35) agreements arose out of DDAs or Owner Participation Agreements ( OP As ) and have covenants related to the operation and maintenance of such properties. The Successor Agency will continue to monitor these Agreements through their expiration date or the final maturity of the bonds, the date at which the Successor Agency no longer exists. City staff has reviewed these agreements and believes continuing to monitor the agreements and compliance is important for maintaining property values in the Merged Project area, since many of these agreements have stronger enforcement provisions for maintenance of subject properties than the City s general police powers related to code enforcement. The staffing costs for monitoring the agreements was included in the FY Administrative Budget approved by the Oversight Board at their January 2018 meeting. Table 4 also lists five (5) Childcare agreements, which are currently being monitored by staff from the City s Library Department at no cost to the Successor Agency. The agreements were executed prior to dissolution and per the terms of the agreements, the City s Library Director was charged with the administration of the agreements on behalf of the City and the Executive Director of the Redevelopment Agency was charged with administration of the agreements. The recommendation is for the Library Director to continue monitoring the agreements pursuant to the original terms with assistance from Successor Agency if needed.

4 OVERSIGHT BOARD February 15, 2018 Subject: Summary of Remaining Dissolution Activities Page 4 The last two (2) agreements listed on Table 4 are Affordability Restrictions (AR) recorded against two (2) former Redevelopment housing projects. Compliance with these ARs is monitored by the City Housing Department as part of their extensive affordable housing portfolio. Staff is considering assigning the rights and obligations under these ARs to the City s Housing Department as the Successor Housing Agency to the former Redevelopment Agency. Income Producing -Table 5 Table 5 is a comprehensive list of the Successor Agency revenue producing properties and assets. The Table has several categories including participation payments the Successor Agency receives under DDAs and OP As, Small Business Loans, Housing Investment Program Loans, Commercial Building Loans, Leases, Property Use Agreements, and Parking Lot Revenues. The Status/Comments section provides specific details related to payments or accounts in default. A number of the revenue producing properties will be sold or transferred pursuant to a compensation agreement. Ongoing Work Elements Through 2035 Financial Reporting and Debt Management Activities Financial Reporting includes working with the independent auditor to prepare the annual audited financial statement; preparing the Annual Recognized Obligation Payment Schedule ( ROPS ); if necessary Amended ROPS; preparing the ROPS Prior Period Adjustment ( PPA") schedules; and coordination with State Department of Finance. Debt Management activities include timely payment of debt service, preparing annual continuing disclosure reporting to the municipal market, periodic reporting to the bond rating agencies and responding to investor inquiries. Miscellaneous Activities These activities include coordination with County staff to prepare agenda items for the Countywide Oversight Board; collection of long-term receivables; continue payments for third-party services; record retention and responding to public record requests. Previously mentioned is the ongoing activity of monitoring DDA s and OPA s for compliance with the audit and maintenance provisions.

5 OVERSIGHT BOARD February 15, 2018 Subject: Summary of Remaining Dissolution Activities Page 5 COORDINATION This memorandum was coordinated with the City Finance Department and the City Attorney s Office. /S/ RICHARD A. KEIT MANAGING DIRECTOR /S/ JULIA H. COOPER CHIEF FINANCIAL OFFICER For more information, contact Richard Keit, Managing Director, Successor Agency, at Attachments

6 DRAFT TABLE 1 DISPOSITION OF SUCCESSOR AGENCY PROPERTIES - February 2018 Long Range Property Management Plan ( LRPMP) Estimated Close of Escrow LRPMP # PROPERTY SALE PURSUANT TO NORTH SAN PEDRO DDAs North San Pedro Housing Project Three Blocks for sale: Blocks B/F, Blocks D and E B/F March 2018 D & E April South Market St Market Gateway Housing Ground Lease\Direct Sale - County May Alum Rock Ave Mexican Heritage Retail Pad\Solicitation - Out to Bid South First St San Jose Stage Co.\Direct Sale - Stage April South Second St Convention Center South Hall PROPERTIES TO BE SOLD Jose Theatre - Improv Comedy Club Lease\ (Property is collateral for HUD Section 108 Loan through 2025) Property is collateral for HUD Section 108 Loan through 2025 (20 parcels) June South First St Sheraton Hotel Revenue Participation\Solicitation TBD TBD PROPERTIES TO BE TRANSFERRED PURSUANT TO COMPENSATION AGREEMENTS Diridon Properties Five Properties December South Montgomery St Arena Parking Lot D December The Alameda Billy de Frank LGBT Community Center TBD South First Street California Theater/Pending Comp Agreement TBD

7

8 TABLE 2 SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JOSE SUMMARY OF ENFORCEABLE OBLIGATIONS (exclusive of Debt Service Obligations) Description/Project Total Outstanding FY Estimated On-going Services to Payee Scope Obligation Obligations Obligation be retired Administrative Personnel Staff Personnel costs for on-going operations $ 1,029,112 $ 1,029,112 Macias, Gini & O'Connell LLP Financial audit services - Annual Audit $ 54,080 $ 54,080 Wells Fargo Bank General banking service fees $ 18,000 $ 18,000 Miscellaneous Meeting, postage and other operating expenses $ 4,000 $ 4,000 EDD Unemployment benefits of former staff $ 8,000 $ 8,000 ADP, Inc. Services associated with SARA payroll processing $ 8,000 $ 8,000 Standard Retirement Services, Inc. Investment administration services $ 6,000 $ 6,000 StanCorp Investment Advisers, Inc. Investment advisory services $ 20,000 $ 20,000 Bond Related Services (Multi-Year Agreements) Asset Management Leases Other Urban Analytics Sub-Total Administrative Obligations $ 1,147,192 $ 1,147,192 Fiscal consultant services including analysis of tax increment data $ 76,000 $ 23,000 Ross Financial Financial advisor services $ 100,000 $ 20,000 Jones Hall Bond disclosure and legal services $ 40,000 $ 8,000 BLX Group LLC Arbitrage rebate calculation services $ 49,875 $ 7,500 Standard & Poor's; Fitch Annual analytical review by Rating Agencies $ 340,000 $ 20,000 Sub-Total Bond Related Services $ 605,875 $ 78,500 Arthur J Gallagher & Company Property insurance premium and services $ 9,000 $ 9,000 Pacific Gas & Electric San Jose Water Miscellaneous Vendors City of San Jose - Finance City of San Jose - Finance State Water Resources Control Board Utility services in connection with the lease of seven Automatic Public Toilets $ 6,000 $ 6,000 Utility services in connection with the lease of seven Automatic Public Toilets $ 6,000 $ 6,000 Potential solicitation expenses associated with the disposition of Agency-owned properties $ 30,000 $ 30,000 Downtown PBID assessments on SARA-owned properties $ 10,000 $ 10,000 Utility costs assessments on SARA-owned properties $ 5,000 $ 5,000 Oversight costs in connection with contaminated properties $ 500 $ 500 Santa Clara County Vector Control District Assessments on SARA-owned properties $ 100 $ 100 Loopnet, Inc. CoreLogic Info Solutions, Inc. License Agreement in connection with the advertising of Successor Agency property sales $ 1,400 $ 1,400 License Agreement for access to real estate database (RealQuest On-line Services) $ 3,500 $ 3,500 National Construction Rentals Inc. Rental of fence located at 153 West Julian Street $ 10,000 $ 10,000 Sub-Total Asset Management $ 81,500 $ 81,500 JCDecaux San Francisco, LLC Rental - Seven Automatic Public Toilets $ 731,400 $ 544,000 Integrated Device Technology, Inc. (IDT) Parking Covenants Silver Creek Road $ 745,000 $ 149,000 Integrated Device Technology, Inc. (IDT) Lease of Riparian Property $ 136,785 $ 27,357 Kenneth Solis or Bonnie Torrez dba Patty's Inn U.S. Bank City of San Jose ROPS Settlement Agreement & General Release (102 South Montgomery Street) $ 49,730 $ 49,730 Sub-Total Leases $ 1,662,915 $ 770,087 Custodial Agreement fees associated with the safekeeping of original HUD 108 documents required by HUD. $ 2,520 $ 360 Reimbursement for amounts advanced by the City for Direct Successor Agency costs and City Support Administrative Services in (Administrative Costs). $ 525,000 $ 525,000 Page 1 of 2

9 TABLE 2 City of San Jose City of San Jose SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JOSE SUMMARY OF ENFORCEABLE OBLIGATIONS (exclusive of Debt Service Obligations) ROPS Description/Project Total Outstanding FY Estimated On-going Services to Payee Scope Obligation Obligations Obligation be retired Reimbursement for amounts advanced by the City for Direct Successor Agency costs and City Support Administrative Services in (Administrative Costs). $ 2,115,306 $ 2,115,306 Reimbursement for amounts advanced by the City for unsecured enforceable obligations in $ 75,000 $ 75,000 Sub-Total Other $ 2,717,826 $ 2,715,666 Total Enforceable Obligations $ 6,215,308 $ 4,792,945 Page 2 of 2

10 TABLE 3 Successor Agency to the Redevelopment Agency of the City of San Jose Active Disposition and Development Agreements Contracting Agreement Key Entity Executed Provisions 1 North San Pedro Townhomes, LLC 10/10/2013 Blocks A, C and H have been sold by the Sucessor Agency (map attached) 2 San Pedro Life I, LLC Block B/F is scheduled for sale in March First Community Housing - will provide low and Blocks D and E are scheduled for sale in April or May moderate housing units pursuant to several agreements Successor Agency has the right to repurchase the property if certain with the two developers and Successor Agency conditions regarding development are not met. Blocks bounded by Highway 87 to the west, Infill & Infrastructure Grant requires all housing construction be complete by West Saint James Street to the south, North Market Street to the east and Union Pacific Railroad right of way to the north (North San Pedro Residential Project) 3 Green Valley Corporation dba Barry 2/24/2009 Successor Agency agreed to an assignment in April 2017 from Green Valley Swenson Builders to Fulton Street Ventures. Fulton Street Ventures will be rehabilating the historic Park View Towers Project church and building two residential towers, townhomes and commercial space. (formerly First Church of Christ Scientist Project) The developer is finalizing the schedule in March Blocks bounded by First Street to the west, Successor Agency has the right to repurchase the property if certain Divine Street to the north; West Saint James Street, conditions regarding development are not met. to the south and Second Street to the east. 4 BP Almaden Associates, LLC successor to 6/22/2010 The DDA stipulates the developer must submit an application Boston Properties Limited Partnership for a Building Permit for an office building(s) on or before June 22, (Plaza at Almaden Office Complex) Successor Agency has the right to repurchase the property if certain conditions Blocks bounded by Almaden Blvd. to the east, regarding development are not met. Guadalupe River to the west and Woz Way on the South. Page 1 of 1

11 Successor Agency to the Redevelopment Agency of the City of San Jose Covenants, Conditions and Restrictions (CCRs) By Termination Date TABLE 4 Contracting Agreement Key Entity Term Provisions 1 Enterprise Trust and Investment Company 6/3/2008-6/3/ Audit Rights Monterey Highway (Parking Lot Renovations at Edenvale Shopping Center) 2 The Farmers Union Partnership 8/5/1998-8/5/ Audit Rights 151 West Santa Clara Street - Affordability Use (Vendome Apartments Rehab Project) 3 Green Valley Enterprises 1/14/1999-1/14/ Audit Rights 84 South First Street (Security Building Rehabilitation Project) - Use/Leasing Obligations of Office/Retail Space 4 San Jose Silicon Valley Chamber of Commerce 12/4/ /4/ West Santa Clara Street (Building Improvements Project) 5 Richard P. Berg & Made S. Berg, Co-Trustees 7/6/2005-7/06/ Audit Rights Adam W. Berg and Ana D. Berg (Owner) 439 South First Street (Wright-Curtner Building Rehabilitation Project) 6 John Kimand Kayko Kim and Katsuyoshi Murano 1/18/2006-1/18/ Audit Rights & Ann Fumi Murano, Co-Trustees of the Murano Family Trust South King Road (Retail Shopping Center Improvements) 7 Center for Training and Careers, Inc. 5/5/2009-5/5/ Use and Operation of Improvements 749 Story Road - Maintenance of Project (Building Rehabilitation Project) 8 Story & King Properties, LLC 1/31/2007-1/31/ Audit Rights 996 South King Road (Building Improvements) 9 Howard and Jean Spinner 7/23/2007-7/23/ Audit Rights Woodard Road (Parking Lot Improvements) 10 Salvatore Campagna, Lena Campagna and 7/23/2007-7/23/ Audit Rights Judith Lopina Woodard Road (Parking Lot Improvements) 11 ACE Charter School 8/1/ /1/ Joint Use Agreement 625 S. Sunset Avenue 12 Genesis Group 7/28/2003-7/28/ Audit Rights 90 & 98 South Second Street - Agency approval of all lease agreements (Foto Mexico/Knights of Pythias Buildings Development Project) - Revenue identified in Table 5, Item #9 13 Imwalle Properties, Inc. 2/27/2009-2/27/ Audit Rights 1696 Story Road & 1101 South King Road (Story/King Retail Development) 14 Letitia Building Limited Partnership 3/7/2000-3/7/ Audit Rights South First Street (Letitia Building Rehabilitation Project) - Revenue identified in Table 5, Item #6 Page 1 of 4

12 Successor Agency to the Redevelopment Agency of the City of San Jose Covenants, Conditions and Restrictions (CCRs) By Termination Date TABLE 4 Contracting Agreement Key Entity Term Provisions 15 Isis Properties, LLC (Dr. Eu) 4/15/2005-4/15/ Audit Rights 35 and 49 E. Santa Clara Street (Bassler & Haynes and Beach Buildings Rehabilitation Project) - Use/Leasing Obligations of Retail Space - Revenue identified in Table 5, Item #7 16 Farmers Union Partnership 9/14/2005-9/14/ Audit Rights 161 West Santa Clara Street (Masson Building Rehabilitation Project) - Use/Leasing Obligations of Office/Retail Space - Revenue identified in Table 5, Item #5 17 Design Acquisition Corporation 12/1/ /1/ Owner Covenants (BCA Architects Use) 505 South Market Street - O&M Covenants (Design Acquisition) (Building Rehabilitation - Relocate BCA Architects' Corporate Headquarters to Downtown San Jose) 18 North 4th Street LLC 5/13/2009-5/13/ Audit Rights 1441 N. 4th Street (Bowling Alley Façade Improvements) 19 Essex Property Trust, Inc. 8/20/2009-8/20/ Use and Maintenance of Retail Space 360 S. Market Street - Property Based Improvement District Assessments (360 Residences Project) - Revenue Identified in Table 5, Item #1 20 Alameda & Stockton LLC 6/5/ /9/ Property shall be occupied or operated as a 777 The Alameda "Whole Foods Market" or "Specialty Grocery Store" (Grocery Store Development Project - Whole Foods Market) for 15 years. 21 Swenson-French No. 1., LLC, 87 North San 3/5/2010-3/5/ Audit Rights Pedro Partners, LLC, Urban Markets, LLC 87 North San Pedro Street (El Dorado Building) 196 West St. John Street (Earthquakes Building) - Revenue identified in Table 5, Item #8 22 Spartan Shops 3/2/2001-1/1/ Rental only to San Jose State University Faculty 382, 386, 390, 394 North 4th Street and Staff for 30 years following Initial Occupancy Date - Maintenance Obligations 23 Black Sea Gallery Development LLC 5/25/2005-6/1/ Use of Retail Space 27 South First Street - Maintenance of Site (Facilitate Retail Use - Ross Dress for Less) 24 Fountain Alley, LLC 2/8/2008-2/8/ Audit Rights East Santa Clara Street, Fountain Alley, and 37 Fountain Alley (Barber Buildings URM Project) 25 San Jose Unified School District of Santa Clara County 5/15/2000-5/15/ Public Use Covenants: Parking Lot at the property Hester Elementary School shall be available at no cost for public use during 1460 The Alameda non-school hours (Public Parking Lot Improvements) - Maintenance Obligations - Inspection by Agency 26 East Side Union High School District of Santa Clara County 6/11/2002-6/11/ Public Use Covenants: Parking Lot at the property James Lick High School shall be available at no cost for public use during 57 North White Road non-school hours (Public Parking Lot Improvements) - Maintenance Obligations - Inspection by Agency 27 Wilcox Block, LLC 12/15/ /15/ Audit Rights South First Street West San Fernando Street (Rehab of former Crescent Jewelers Building) 28 Peralta-North San Pedro LLC 12/24/ /24/ Use/Leasing Obligations of Retail Space Page 2 of 4

13 Successor Agency to the Redevelopment Agency of the City of San Jose Covenants, Conditions and Restrictions (CCRs) By Termination Date North San Pedro Street - Easement Maintenance & Use (Storm Property Historic Rehabilitation) TABLE 4 Page 3 of 4

14 Successor Agency to the Redevelopment Agency of the City of San Jose Covenants, Conditions and Restrictions (CCRs) By Termination Date TABLE 4 Contracting Agreement Key Entity Term Provisions 29 F.C. Fairmont, LLC 12/30/ /15/ Use Standards 50 West San Fernando Street - Leasing Obligations (Fairmont Office Building) - Operations and Maintenance - Covenant of Availability of Block 1 Plaza - Covenant of Availability of Block 1 Office Use Parking 30 Chardonnay Associates II 6/23/2011-7/30/ Block 5 Retail Use Standards 115 East San Carlos Street (Block 5 Garage) 31 Chardonnay Associates II 6/23/2011-7/30/ Block 5 Retail Use Standards 200 South Third Street (Block 5 Retail) 32 BP Almaden Associates, LLC successor to 6/22/2010-6/22/ Parking Use and Operations Boston Properties Limited Partnership - Office and Retail Space Leasing Obligations (Plaza at Almaden Office Complex) - Maintenance Obligations 33 KBSIII Almaden Financial Plaza LLC 2/21/ Perpetuity - Prohibited Uses 1 Almaden Boulevard - Review of Plans - Maintenance Obligations 34 Block 3 Development Partners, LLC 9/29/2005-Perpetuity - Audit Rights 88 East San Fernando Street - Use and Maintenance Obligations (The 88 Mixed-Use Residential/Retail Project) - Leasing Obligations of Retail Space - Easements 35 BP 303 Almaden Associates LLC 6/30/2006-Termination of - Operation of Public Plaza 303 Almaden Boulevard CCR occurs when building - Use and Maintenance Obligations is substantially damaged - Maintenance and Operation of Public Parking Facility or destroyed; taken by - Easements eminent domain; or change of use Page 4 of 4

15 Successor Agency to the Redevelopment Agency of the City of San Jose Childcare Agreements By Termination Date TABLE 4 Contracting Agreement Key Entity Term Provisions 1 MACSA 5/5/2009-5/5/ Audit Rights 660 Sinclair Drive - Compliance with California Education Code and the California Code of Regulations 2 Empire California Investment Child 10/16/ /16/ Audit Rights Care Center LLC - Compliance with California Education Code and 499 North 11th Street the California Code of Regulations 3 San Jose Conservation Corps and 12/4/ /4/ Audit Rights Charter School - Compliance with California Education Code and 1560 Berger Drive the California Code of Regulations 4 SJB Child Development Center, Inc. 12/4/ /4/ Audit Rights 1945 Terilyn Avenue - Compliance with California Education Code and the California Code of Regulations 5 San Jose Day Nursery 9/19/2006-9/19/ Audit Rights 33 North Eighth Street - Compliance with California Education Code and the California Code of Regulations Page 1 of 1

16 Successor Agency to the Redevelopment Agency of the City of San Jose Affordability Restriction Agreements By Termination Date Contracting Agreement Key Entity Term Provisions TABLE 4 1 Green Valley Corporation dba Barry Swenson Builders 6/6/2005-6/6/2050 (*) - 45-year Affordability Restrictions 925 The Alameda (*) Restriction based on the completion of Assisted Unit. (The The Alameda) 2 North San Pedro Townhomes, LLC 12/17/2014-Fifty-five (55) - Audit Rights First Community Housing years after Certificate of San Pedro Life, LLC Occupancy - Restrictions on Sale and Other Acts Blocks bounded by Highway 87 to the west, West Saint James Street to the south, North Market Street to the east and Union Pacific Railroad right of way to the north (North San Pedro Residential Project) Page 1 of 1

17 Successor Agency to the Redevelopment Agency of the City of San Jose Revenue Generating Agreements as of January 31, 2018 TABLE 5 Accounts Current - DDAs DISPOSITION AND DEVELOPMENT AGREEMENTS (DDAs) Payment Loan Loan Past-Due Developer/Project Term Amount Balance Incl. Late Fee Status/Comments 1 Essex Property Trust, Inc. 4/22/2011- $ 1,728,360 $ 1,728,360 Principal and interest are due and payable when all proceeds 360 Rental Residences refer to status. of sold condominium units exceed an invested capital threshold. (360 South Market Street) 2 Market Gateway LLC 2/26/1999- $ 3,780,000 $ 6,197,962 Project subject to 30-Year Affordability Restriction Agreement. Rental Project - Ground Lease 2/26/2058 Financial assistance provided to the Developer is repaid from (535 South Market Street) Participation Rent. County of Santa Clara is pursuing acquisition. Accounts in Default - DDA 3 Jane Przybysz and Mark Warther 10/14/2005- $ 321,000 $ 105,622 Owner has failed to occupy residence in violation of DDA dated Historic House Moving Program 10/14/2015 December 2, 2003, as amended. (459 N. 4th Street) Staff is negotiating a final settlement amount with Owner. Note is Secured by Deed of Trust on the property. 4 Khanna Enterprises 1/1/2006- $ 5,265,000 $ 5,265,000 Owner has failed to provide certified annual financial statements. Four Points by Sheraton (Montgomery Hotel) 12/31/2065 Principal payments commence in FY (211 South First Street) LRPMP #99, property to be sold - Refer to Table 1. OWNER PARTICIPATION AND LOAN AGREEMENTS (OPAs) Payment Loan Loan Past-Due Borrower Term Amount Balance Incl. Late Fee Status/Comments Accounts Current - Owner Participation Agreements 5 Farmers Union Partnership 10/1/1999- $ 1,585,099 $ 72,216 Borrower pays $9, per month. Masson Building 9/30/2018 Promissory Note is Secured By Deed of Trust on the property. (161 West Santa Clara Street) 6 Letitia Building Limited Partnership 5/15/2001- $ 2,848,000 $ 2,017,827 Annual payments based on project cash flow. Letitia Building Rehab Project 5/15/2021 Late charges or accrued and unpaid interest are due on the Maturity (66-72 South First Street) Date. Any principal balance outstanding at the Maturity Date shall be forgiven and Owner's obligations under the Note shall terminate. Promissory Note is Secured by Deed of Trust on the property. Page 1 of 5

18 Successor Agency to the Redevelopment Agency of the City of San Jose Revenue Generating Agreements as of January 31, 2018 TABLE 5 OWNER PARTICIPATION AND LOAN AGREEMENTS (continued) Payment Loan Loan Past-Due Borrower Term Amount Balance Incl. Late Fee Status/Comments 7 Isis Properties, LLC - Dr. Eu 12/1/2007- $ 1,382,933 $ 1,100,818 Borrower pays $7, per month. Bassler-Haynes 11/30/2032 Promissory Note is Secured by Deed of Trust on the property. (35-49 East Santa Clara Street) 8 Urban Markets LLC 2/24/2012- $ 1,850,000 $ 1,847,000 Borrower pays an interest only monthly payment of $4,625. Building Rehabilitation Loan 2/24/2037 All outstanding principal, including accrued and unpaid interest, is due on (87 North San Pedro Street) the maturity date of the Original Note. (196 W. St. John Street) Promissory Note is Secured by Deed of Trust on the property. 9 Green Valley Enterprises-Genesis Group 7/28/2003- $ 2,140,000 $ 2,139,945 Annual payments based on project cash flow. Foto Mexico/Knights of Pythias Buildings Until Note Promissory Note is Secured by Deed of Trust on the property. (90 & 98 South Second Street) is Paid in Full SMALL BUSINESS LOAN PROGRAM (SBLP) Payment Loan Loan Past-Due Borrower Term Amount Balance Incl. Late Fee Status/Comments Accounts in Arrears - Small Business Loan Program 10 Subway Sandwich #2 2/1/2007- $ 40,000 $ 3,592 $ 3,592 Staff efforts to collect loan balance were unsuccessful. (103 E. Santa Clara Street) 6/30/2012 Recommendation: Write off loan balance. 11 Ngan's Tailoring 12/1/2002- $ 20,000 $ 842 $ 842 Staff and Collection Agency efforts to collect loan balance were unsuccessful. (105 East Santa Clara St) 1/1/2013 Recommendation: Write off loan balance. 12 Zanotto's Downtown Market 4/1/2010- $ 15,363 $ 16,181 $ 16,181 Staff efforts to collect loan balance were unsuccessful. (38 S. Second Street) 2/1/2014 Unable to locate store owners to serve papers; store owners have not responded to letters. Recommendation: Write off loan balance. 13 Tee Nee Thai Cuisine, Inc. 12/1/2009- $ 50,000 $ 10,247 $ 10,247 Staff efforts to collect loan balance were unsuccessful. (1423 The Alameda) 11/30/2014 Small Claims action filed against owner. Commissioner ruled in favor of the business owner. Recommendation: Write off loan balance. 14 House of Siam 12/1/2009- $ 50,000 $ 47,601 $ 47,601 Bankruptcy filed Jan. 2012; SARA filed claim (150 S. First Street) 11/30/2014 Trustee stated "Unsecured Creditor"-zero payout Restaurant closed business Recommendation: Write off loan balance. 15 Hally K. Ono Café 3/1/2009- $ 40,000 $ 37,761 $ 37,761 Staff and Collection Agency efforts to collect loan balance were unsuccessful. (312 S. Third Street) 1/31/2019 Collection Agency unable to locate debtor; no assets. Recommendation: Write off loan balance. Page 2 of 5

19 Successor Agency to the Redevelopment Agency of the City of San Jose Revenue Generating Agreements as of January 31, 2018 TABLE 5 HOUSING INVESTMENT PROGRAM/OTHER Payment Loan Loan Past-Due Borrower Term Amount Balance Incl. Late Fee Status/Comments Accounts Current - First-time Homebuyer Program 16 Alicia Carvajal and Paulo Machuca 6/4/1999- $ 25,000 $ 34,000 No monthly payments of principal or interest are due. (128 North 9th Street) 6/4/2029 Borrower shall maintain the Property as Borrower's principal residence as long as the Loan is outstanding. Promissory Note is Secured by Deed of Trust on the property. Accounts Current - Housing Rehabilitation Loan Program 17 Jose C. and Rita Castellanos 3/7/2001- $ 75,000 $ 17,586 No monthly payments of principal or interest are due. (152 North 10th Street) 4/1/2031 Borrower shall maintain the Property as Borrower's principal residence as long as the Loan is outstanding. Promissory Note is Secured by Deed of Trust on the property. Accounts Current - Housing Rehabilitation Loan Program 18 Dana and Barbara Grover 10/3/2001- $ 75,000 $ 97,506 No monthly payments of principal or interest are due. (244 North Fifth Street) 9/25/2031 Borrower shall maintain the Property as Borrower's principal residence as long as the Loan is outstanding. Promissory Note is Secured by Deed of Trust on the property. Accounts Current - Repayment Agreement 19 City of San Jose-YWCA Third Street Loan 1/24/1995- $ 1,144,000 $ 780,084 City of San Jose and the former Redevelopment Agency entered into (375 South Third Street) upon full a Loan Agreement with YWCA Third Street, Inc. on August 26, repayment of Promissory Note is Secured by Deed of Trust on the property. Agency's contribution For every dollar received by City's Housing Department in repayment of the Third Street Loan, the City will transfer 24.5 cents to the Successor Agency. COMMERCIAL BUILDING LOANS Payment Loan Loan Past-Due Borrower Term Amount Balance Incl. Late Fee Status/Comments Accounts Current - Commercial Building Loans 20 Joel Wyrick & Judy Pearson 3/12/2008- $ 310,285 $ 215,282 Borrower pays $1, per month. (37-39 South First Street) 3/1/2033 Promissory Note is Secured by Deed of Trust on the property. Accounts in Default - Commercial Building Loans 21 Camera Pavilion Management 8/27/2015- $ 2,050,018 $ 2,042,954 $ 2,332,373 Camera 12 Downtown closed business on September 8, (201 South Second Street) 8/26/2035 The land was sold to Imwalle Properties on December 21, 2017 for $726,000. Successor and legal Staff are accessing legal remedies. Page 3 of 5

20 TABLE 5 Accounts Current - Leases Successor Agency to the Redevelopment Agency of the City of San Jose Revenue Generating Agreements as of January 31, 2018 LEASES Payment Lease Past-Due Tenant Term Amount Incl. Late Fee Status/Comments 22 San Jose Stage Month-to- $ 1 An Information Memo regarding the current appraisal for the property (490 South First Street) Month is included in today's Agenda, Item CBS Outdoor (Billboard Sign) Month-to- $ 490 Oversight Board approval of the Compensation Agreement for the (150 South Montgomery Street) Month Diridon Properties is included in today's Agenda, Item Kenneth F. Solis and Bonnie C. Torrez Month-to- $ 2,285 Oversight Board approval of the Compensation Agreement for the dba Patty's Inn Month Diridon Properties is included in today's Agenda, Item 6.1. (102 South Montgomery Street) The Successor Agency currently owes the tenant $49,730 under a Settlement Agreement and General Release dated September 25, Concurrent with the transfer of the property to the City, staff proposes to transfer the $49,730, approved in the ROPS (Line Item 70), to the City and assign the obligation to pay the tenant. 25 Comedy Club of San Jose, LLC Monthly $ 6,000 Oversight Board approval of a Fifth Amendment to the Amended and (62-64 South Second Street) 1/1/2013- Restated Lease with the Comedy Club to extend the lease for three 12/31/2017 (3) years and to increase the monthly base rent each year is included in today's Agenda, Item 6.3. LRPMP #66, property to be sold - Refer to Table Billy DeFrank Lesbian & Gay Annual $ 1 Received payment of $43.00 covering the next 43 years. Community Center 6/25/1999- LRPMP #67, property to be sold - Refer to Table 1. (938 The Alameda) 6/24/2054 Payment PROPERTY USE AGREEMENTS Monthly Accounts Current - Property Use Agreements Term Use Fee Status/Comments 27 The Housing Authority of the County of 6/23/2016- $ 1,500 Successor Agency has the right to terminate the agreement, without Santa Clara 6/30/2018 cause, upon ninety (90) days' written notice of termination. (645 Park Avenue) Oversight Board approval of the Compensation Agreement for the Diridon Properties is included in today's Agenda, Item TM San Jose 78 LLC 1/23/2018- Successor Agency has the right to terminate the agreement, without (Bassett Park; Blocks A & D - 7/31/2018 cause, upon thirty (30) days' written notice of termination. North San Pedro Housing Project) LRPMP #32-59, properties to be sold - Refer to Table 1. Page 4 of 5

21 Successor Agency to the Redevelopment Agency of the City of San Jose Revenue Generating Agreements as of January 31, 2018 TABLE 5 Payment PARKING Average Monthly Accounts Current - Parking Facilities Term Revenue Status/Comments South Montgomery Street Monthly $ 10,000 Monthly revenue based on usage for all parking lots. SP Plus Corporation provides parking management services South Montgomery Street Monthly $ 4,000 Oversight Board approval of the Compensation Agreement for the Diridon Properties is included in today's Agenda, Item West San Fernando Street Monthly $ 1, South Market Street Monthly $ 10,000 LRPMP #77-96, properties to be sold - Refer to Table 1. ("South Hall" Lot) Page 5 of 5