HomeMy WebLinkAboutCity Council - 2011-07 RESOLUTION NO. 2011-07
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON
BEACH APPROVING A COOPERATION AGREEMENT AND MAKING CERTAIN
DETERMINATIONS AND FINDINGS RELATED THERETO
WHEREAS The City Council of the City of Huntington Beach ("City Council")
adopted Redevelopment Project Area No. 1(Yo rktown-Lake) on September 20,
1982, by Ordinance No.2576; Project Area No. 2 (Talbert-Beach) on September 20,
1982 by Ordinance No. 2577; Project Area No. 3 (Original Main Pier) on September
20, 1982 by Ordinance No. 2578; Project Area No. 4 (Oakview) on November 1,
1982 by Ordinance 2582; Project Area No. 5 (added Main-Pier) on September 6,
1983 by Ordinance 2634; and Project Area No. 6 (Huntington Center) on November
26, 1984 by Ordinance 2743 Project Area. Nos. 1, 2, 3, 4, 5 and 6 were merged into
the Merged Project Area on December 16, 1996 by Ordinance 3343 ,and the
Southeast Coastal Redevelopment Project Area adopted 'on June 17, 2002 by
Ordinance 3561 (collectively with Merged Project Area, the "Project Areas"), which
results in the allocation of taxes from the Project Areas to the Redevelopment
Agency of City of Huntington Beach (the "Agency") for purposes of redevelopment.
The intent of the Redevelopment Plans are, in part, to provide for the
construction and installation of necessary public infrastructure and facilities and to
facilitate the repair, restoration and/or replacement of existing public facilities and to
perform specific actions necessary to promote the redevelopment and the economic
revitalization of the Project Areas; and to increase, improve and preserve the
community's supply of low and moderate income housing, some of which may be
located or implemented outside the Redevelopment Project Areas; and to take all
other necessary actions to implement the Redevelopment Plans for the respective
Project Areas and to expend tax increment to accomplish the goals and objectives of
the respective redevelopment projects.
The Agency has adopted its Five-Year Implementation Plans for the Project
Areas, as amended from time to time (the "Implementation Plans") with established
goals to support affordable housing, economic development, community
revitalization, commercial revitalization, and institutional revitalization. To implement
the programs and activities associated with each goal, the Agency has made
redevelopment fund commitments based on estimated available tax increment
revenue and debt financing structures.
The Agency and the City of Huntington Beach (the "City") wish to cooperate
with one another to bring about the redevelopment of the Project Areas and
accomplish various tasks set forth in the Redevelopment Plans and the
Implementation Plans.
Pursuant to Section 33220 of the California Community Redevelopment Law
(Health and Safety Code Section 33000 et seq.) (the "CRL") certain public bodies,
including the City may aid and cooperate in the planning, undertaking, construction,
or operation of redevelopment projects.
The Agency and the City have prepared a Cooperation Agreement (the
"Agreement") to provide for the implementation of certain projects set forth in the
Schedule of Projects attached thereto as Exhibit 1 (the "Projects"), and to make
payments by the Agency to the City in accordance with the Schedule of Payments
attached thereto as Exhibit 2 and as otherwise necessary to reimburse the City for
the cost to the City of performing its obligations thereunder in accordance with the
Schedule of Performance attached thereto as Exhibit 3, subject to all of the terms
and conditions of the Agreement.
The programs and activities associated with the Projects include, but are not
limited to, acquisition and disposition of property, development of design criteria,
design, planning, preparation of construction bid documents, financial analysis,
financing and new construction or rehabilitation. To carry out the Projects in
accordance with the objectives and purposes of the Redevelopment Plans for the
Project Areas and the Implementation Plans, the Agency desires assistance and
cooperation in the implementation and completion of the Projects. The City wishes
to enter into the Agreement with the Agency to aid the Agency and cooperate with
the Agency to expeditiously implement the Projects in accordance with the
Redevelopment Plans for the Project Areas and the Implementation Plans and
undertake and complete all actions necessary or appropriate to ensure that the
objectives of the Redevelopment Plans for the Project Areas and the Implementation
Plans are fulfilled within the time effectiveness of the Project Areas.
In considering the Agency's desire to ensure timely implementation and
completion of the Projects, the Agency wishes to enter into the Agreement with the
City for the pledge of net available tax increment to finance the Projects. The
purpose of the Agreement is to facilitate the implementation of the Projects and to
provide funding necessary to effectuate the completion of the Projects with net
available tax increment in this current fiscal year and forthcoming fiscal years.
Net available tax increment is defined as any tax increment, net of existing
debt service payments, and existing contractual obligations received by the Agency
or any lawful successor of the Agency and/or to any of the powers and rights of the
Agency pursuant to any applicable constitutional provision, statute or other provision
of law now existing or adopted in the future. The pledge of net available tax
increment will constitute obligations to make payments authorized and incurred
pursuant to Sections 33445 of the CRL and other applicable statutes. The
obligations set forth in the Agreement will be contractual obligations that, if breached,
will subject the Agency to damages and other liabilities or remedies.
By approving and entering into the Agreement, the Agency will approve the
pledge of net available tax increment from the Project Areas to pay for the Projects.
The obligations of the Agency under the Agreement shall constitute an
indebtedness of the Agency for the purpose of carrying out the Redevelopment
Plans for the Project Areas.
It is in the best interests of the City and for the common benefit of residents,
employees, business tenants and property owners within the Project Areas and the
City as a whole for the Projects to be developed and constructed.
The Agency's low and moderate income housing fund for the Projects located
outside of the Project Areas identified as such in Exhibit 1 are in accordance with
Section 33334.2 of the CRL because the use of such funds will be of benefit to the
Project Areas.
All other legal prerequisites to the adoption of this Resolution have occurred.
The City Council has received and heard all oral and written objections to the
proposed payments by the Agency to the City for the Projects as described in the
Agreement, and to other matters pertaining to this transaction, and all such oral and
written objections are hereby overruled.
The City Council hereby finds and determines that the foregoing recitals are
true and correct.
NOW THEREFORE, the City Council of the City of Huntington Beach does
hereby resolve as fgollows:
Section 1. Based on the evidence in the record, the City Council hereby
finds and determines, with respect to the Projects that are publicly owned and are
located inside or contiguous to the respective project area as identified in Exhibit 1
attached to the Agreement, that:
(a) Said Projects and the programs and activities associated
therewith are of benefit to the respective Project Area by helping to eliminate blight
within the project area or providing housing for low- or moderate income persons;
and
(b) No other reasonable means of financing said Projects and the
programs and activities associated therewith are available to the community; and
(c) The payment of funds by the Agency for the costs related to said
Projects and the programs and activities associated therewith is consistent with the
respective Implementation Plan adopted pursuant to Section 33490 of the CRL.
Section 2. Based on the evidence in the record, the City Council hereby
finds and determines, with respect to the use of low- and moderate income funds for
the Projects located outside of the Project Areas that such use will be of benefit to
the Project Areas in accordance with Section 33334.2 of the CRL.
Section 3. The City Council hereby consents to the payments by Agency to
City in accordance with the Schedule of Payments attached to the Agreement as
Exhibit 2.
Section 4. The Agreement in substantially the form presented to the City
Council is hereby approved, a copy of which is on file with the City Clerk.
Section 5. The City Manager, or designee, is hereby authorized to execute
the Agreement on behalf of the City, together with such non-substantive changes
and amendments as may be approved by the City Manager and the City Attorney.
Section 6. The City Manager, or designee, is hereby authorized, on behalf
of the City, to sign -all documents necessary and appropriate to carry out and
implement the Agreement, and to administer the City's obligations, responsibilities
and duties to be performed under the Agreement.
Section 7. In the event the Agency desires to issue bonds, notes, or other
instruments of indebtedness of the Agency to carry out redevelopment projects, then
any indebtedness of the Agency to the City, including any interest accrued thereon,
shall be deemed not to be a first pledge of tax increment allocations received by the
Agency pursuant to Section 33670 of the CRL; and any indebtedness of the Agency
to the City, including any interest accrued thereon, shall be subordinate to any
pledge of tax increments to bondholders or the holders of other such instruments of
indebtedness.
Section 8. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a
special meeting thereof held on the 28th day of January , 2011.
s
Mayo Ll
ATTEST:
J f Flynn,Zhj Cler
REVIEWED AND APPROVED: INITIATED AND APPROVED:
............. .
Cit M n er Director of Economic Dev, opment
Approved as to form:
4nrife�kl, ath, City ttorney
EXHIBIT 1
REDEVELOPMENT PROJECT AREAS
CAPITAL IMPROVEMENT PROGRAM
Downtown Parking $9,200,000
(400 new spaces @ $23,000)
Downtown Street Lights Project (Public Works Estimate) $804,000
Main Street Infrastructure/Streetscape Improvements $12,800,000
(Per Downtown Specific Plon and Public Works—includes
Reconstruction of Main Street/5t"Street and Streetscape)
Warner/Beach Street Improvements $160,000
(Proposed 50% of State grant match for street widening/signals)
Redevelopment Area —Street/Tree Replacement $1,000,000
(Based upon Street/Tree Petition List/eligible streets)
Improvements to Main Street Library $1,250,000
(ADA Bothrooms/Elevotor/Roof/General Rehab)
Improvements to Oakview Library $1,000,000
(Roof/Plumbing/New Electricol/General Rehab)
Seismic Upgrades Murdy Fire Station $500,000
Rehabilitation to Lake Street Fire Station $800,000
Pedestrian Bridge Enhancements $250,000
Oakview Community Center Enhancements $750,000
(ADA Improvements/Roof/General Rehab)
Oakview Childcare Center $300,000
(Exterior Bathrooms/ADA Improvements)
Oakview Sports Field Lighting $750,000
(Lights on City field)
Gothard Street Reconstruction $500,000
Edinger Avenue Reconstruction $500,000
Slater Avenue Reconstruction $500,000
Hamilton Avenue Reconstruction $1,000,000
(Southeast Coastal Area)
AFFORDABLE HOUSING
Huntington Yorba (at-risk) - $13,575,000
(At-risk family project 181 units leverages at$75,000/unit)
Beach/Warner $3,850,000
(Developer wants 4%Tax Credit = 77 units at $50,000/unit—no land carry)
Beach/Ellis $1,350,000
(10% Inclusionary project—9 very low/9 low units at $75,000)
Edinger/Gothard $4,000,000
(40 Affordable units out of 80 units/Developer request$100,000/unit)
Main/Ellis/Delaware $1,500,000
(proposed new units for sale—5 new units/$300,000)
Beach/Ellis/Main $6,000,000
(40 new rental units, 100% affordable, leveraged at $150,000/ unit)
Oakview Mixed Use Building/Koledo $20,000,000
(Demolition and new construction of 100+ units and community room)
First Time Homebuyers Program $5,000,000
(Continuing program for 10 years at$500,000 year)
Pacific City $14,400,000
(Required 81 units -48 moderate on-site ownership at$300,000/unit)
Dairyview $200,000
(OPA with 4 units relocation/long term covenants)
ECONOMIC DEVELOPMENT
Main Promenade Parking Structure Bond Repayment $5,137,000
5T" Street Development $4,000,000
(Proposed OPA with property owners to increase parking and assist in acquisition)
6th @ PCH —parking/removal of billboard sign $2,500,000
(OPA with Property owner to increase parking/assist affordable housing)
7th @ PCH —parking/housing/retail $1,500,000
(OPA with Property owner to increase parking/assist affordable housing)
Waterfront Section 108 $ 3,665,000
(Section 108 HUD Loan paid by tax increment)
Administrative Staff costs $ 6,695,000
(30% of Agency Staff for 14 years with PERS increases)
*projects and proposed figures are from the Affordable Housing Strategy, Affordable Unit cost
estimates or preliminary discussion with property owners.
EXHIBIT 2
Merged Project Area-Capital Improvement Program
Amortization Schedule
Merged Project Area- Capital Balance as of
Improvement Program 9/30/10
Capital Improvement Projects 30,340,400
Affordable Housing Projects 69,875,000
Economic Development 23,497,000
Subtotal 123,712,400
Add: FY 10-11 Interest 4,713,442
Total Payout 128,425,842
Face Value 128,425,842
Annual Interest 0,0381
Periods 20
Beginning Total Annual
Payment Date Balance Principal Interest Ending Balance Payment
10/1/2011 128,425,842 (4,398,472) (4,893,025) 124,027,370 9,291,497
10/1/2012 124,027,370 (4,566,054) (4,725,443) 119,461,316 9,291,497
10/1/2013 119,461,316 (4,740,021) (4,551,476) 114,721,295 9,291,497
10/1/2014 114,721,295 (4,920,616) (4,370,881) 109,800,679 9,291,497
10/1/2015 109,800,679 (5,108,091) (4,183,406) 104,692,588 9,291,497
10/1/2016 104,692,588 (5,302,709) (3,988,788) 99,389,879 9,291,497
10/1/2017 99,389,879 (5,504,743) (3,786,754) 93,885,136 9,291,497
10/1/2018 93,885,136 (5,714,473) (3,577,024) 88,170,663 9,291,497
10/1/2019 88,170,663 (5,932,195) (3,359,302) 82,238,468 9,291,497
10/1/2020 82,238,468 (6,158,211) (3,133,286) 76,080,257 9,291,497
10/1/2021 76,080,257 (6,392,839) (2,898,658) 69,687,418 9,291,497
10/1/2022 69,687,418 (6,636,406) (2,655,091) 63,051,012 9,291,497
10/1/2023 63,051,012 (6,889,253) (2,402,244) 56,161,758 9,291,497
10/1/2024 56,161,758 (7,151,734) (2,139,763) 49,010,024 9,291,497
10/1/2025 49,010,024 (7,424,215) (1,867,282) 41,585,809 9,291,497
10/1/2026 41,585,809 (7,707,078) (1,584,419) 33,878,731 9,291,497
10/1/2027 33,878,731 (8,000,717) (1,290,780) 25,878,014 9,291,497
10/1/2028 25,878,014 (8,305,545) (985,952) 17,572,469 9,291,497
10/1/2029 17,572,469 (8,621,986) (669,511) 8,950,484 9,291,497
10/1/2030 8,950,484 (8,950,484) (341,013) (0) 9,291,497
Southeast Coast Project Area
Amortization Schedule
Balance as of
Southeast Coast Project Area 9/30/10
Capital Improvement Assistance 1,000,000
Subtotal 1,000,000
Add: FY 10-11 Interest 38,100
Total Payout 1,038,100
Face Value 1,038,100
Annual Interest 0.0381
Periods 20
Beginning Total Annual
Payment Date Balance Principal Interest Ending Balance Payment
10/1/2011 1,038,100 (35,554) (39,552) 1,002,546 75,106
10/1/2012 1,002,546 (36,909) (38,197) 965,637 75,106
10/1/2013 965,637 (38,315) (36,791) 927,323 75,106
10/1/2014 927,323 (39,775) (35,331) 887,548 75,106
10/1/2015 887,548 (41,290) (33,816) 846,258 75,106
10/1/2016 846,258 (42,863) (32,242) 803,395 75,106
10/1/2017 803,395 (44,496) (30,609) 758,898 75,106
10/1/2018 758,898 (46,192) (28,914) 712,707 75,106
10/1/2019 712,707 (47,951) (27,154) 664,755 75,106
10/1/2020 664,755 (49,778) (25,327) 614,977 75,106
10/1/2021 614,977 (51,675) (23,431) 563,302 75,106
10/1/2022 563,302 (53,644) (21,462) 509,658 75,106
10/1/2023 509,658 (55,688) (19,418) 453,970 75,106
10/1/2024 453,970 (57,809) (17,296) 396,161 75,106
10/1/2025 396,161 (60,012) (15,094) 336,149 75,106
10/1/2026 336,149 (62,298) (12,807) 273,851 75,106
10/1/2027 273,851 (64,672) (10,434) 209,179 75,106
10/1/2028 209,179 (67,136) (7,970) 142,043 75,106
10/1/2029 142,043 (69,694) (5,412) 72,349 75,106
10/1/2030 72,349 (72,349) (2,757) (0) 75,106
EXHIBIT 3
SCHEDULE OF PERFORMANCE
CAPITAL IMPROVEMENT PROGRAM 1—5 Years 5— 10 Years 10—15 Years
Downtown Parking X
Downtown Street Lights Project X
Main Street Infrastructure/Streetscape Imprvmts X
Warner/Beach Street Improvements X
Redevelopment Area—Street/Tree Replacement X X X
Improvements to Main Street Library X
Improvements to Oakview Library X
Seismic Upgrades Murdy Fire Station X
Rehabilitation to Lake Street Fire Station X
Pedestrian Bridge Enhancements X
Oakview Community Center Enhancements X
Oakview Childcare Center X
Oakview Sports Field Lighting X
Gothard Street Reconstruction X
Edinger Avenue Reconstruction X
Slater Avenue Reconstruction X
Hamilton Avenue Reconstruction X
AFFORDABLE HOUSING
Huntington Yorba (at-risk) X
Beach/Warner X
Beach/Ellis X
Edinger/Gothard X
Main/Ellis/Delaware X
Beach/Ellis/Main X
Oakview Mixed Use Building/Koledo X
First Time Homebuyers Program X X X
Pacific City X
Dairyview X
ECONOMIC DEVELOPMENT
Main Promenade Parking Structure Bond X X X
5T" Street Development X
6th @ PCH —parking/removal of billboard sign X
7th @ PCH— parking/housing/retail X
Waterfront Section 108 X X X
Administrative Staff costs X X X
COOPERATION AGREEMENT
FOR PAYMENT OF COSTS ASSOCIATED WITH CERTAIN REDEVELOPMENT
AGENCY FUNDED PROJECTS
THIS COOPERATION AGREEMENT (this "Agreement") is entered into this
day of January, 2011, by and between the CITY OF HUNTINGTON BEACH (the
"City") and the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
(the "Agency"), with reference to the following facts:
A. The City Council of the City of HUNTINGTON BEACH the ("City Council") adopted
Redevelopment Project Area No. 1(Yorktown-Lake) on September 20, 1982, by Ordinance
No.2576; Project Area No. 2 (Talbert-Beach) on September 20, 1982 by Ordinance No. 2577;
Project Area No. 3 (Original Main Pier) on September 20, 1982 by Ordinance No. 2578; Project
Area No. 4 (Oakview) on November 1, 1982 by Ordinance 2582; Project Area No. 5 (added
Main-Pier) on September 6, 1983 by Ordinance 2634; Project Area No. 6 (Huntington Center)
on November 26, 1984 by Ordinance 2743. Project Area Nos. 1, 2, 3, 4, 5 and 6 were merged
into the Merged Project Area by Ordinance 3343 on December 16, 1996. Southeast Coastal
Redevelopment Project Area adopted on June 17, 2002 by Ordinance 3561 (collectively, the
"Project Areas"), which results in the allocation of taxes from the Project Areas to the Agency
for purposes of redevelopment.
B. The intent of the Redevelopment Plans are, in part, to provide for the construction and
installation of necessary public infrastructure and facilities and to facilitate the repair, restoration
and/or replacement of existing public facilities and to perform specific actions necessary to
promote the redevelopment and the economic revitalization of the Project Areas; and to increase,
improve and preserve the community's supply of low and moderate income housing, some of
which may be located or implemented outside the Project Areas; and to take all other necessary
actions to implement the redevelopment plans for the respective Project Areas and to expend tax
increment to accomplish the goals and objectives of the respective redevelopment projects.
C. The Agency has adopted its Five-Year Implementation Plans for the Project Areas, as
amended from time to time (collectively, the "Implementation Plans") with established goals to
support affordable housing, economic development, community revitalization, commercial
revitalization, and institutional revitalization. To implement the programs and activities
associated with each goal, the Agency has made redevelopment fund commitments and budget
allocations based on estimated available tax increment revenue and debt financing structures.
D. Pursuant to Section 33220 of the California Community Redevelopment Law (Health and
Safety Code Section 33000 et seq.) (the "CRL"), certain public bodies, including the City may
aid and cooperate in the planning, undertaking, construction, or operation of redevelopment
projects. Collectively, the projects associated with this Agreement are listed in the attached
Exhibit 1, which are incorporated herein by this reference (the "Projects"). The programs and
activities associated with the Projects include but are not limited to acquisition and disposition of
property, development of design criteria, design, planning, preparation of construction bid
Cooperation Agreement
Page 1 of 6
documents, financial analysis, financing and new construction or rehabilitation. To carry out the
Projects in accordance with the objectives and purposes of the redevelopment plans for the
Project Areas and the Implementation Plans, the Agency desires assistance and cooperation in
the implementation and completion of the Projects. The City agrees to aid the Agency and
cooperate with the Agency to expeditiously implement the Projects in accordance with the
redevelopment plans for the Project Areas and the Implementation Plans and undertake and
complete all actions necessary or appropriate to ensure that the objectives of the redevelopment
plans for the Project Areas and the Implementation Plans are fulfilled within the time
effectiveness of the Project Areas.
E. In considering the Agency's desire to ensure timely implementation and completion of
the Projects, the Agency wishes to enter into this Agreement with the City for the pledge of net
available tax increment to finance the Projects. The purpose of this Agreement is to facilitate the
implementation of the Projects and to provide funding necessary to effectuate the completion of
the Projects with net available tax increment in this current fiscal year and forthcoming fiscal
years.
F. Net available tax increment is defined as any tax increment, net of existing debt service
payments, and existing contractual obligations received by the Agency or any lawful successor
of the Agency and/or to any of the powers and rights of the Agency pursuant to any applicable
constitutional provision, statute or other provision of law now existing or adopted in the future.
The pledge of net available tax increment will constitute obligations to make payments
authorized and incurred pursuant to Section 33445 and other applicable statutes. The obligations
set forth in this Agreement will be contractual obligations that, if breached, will subject the
Agency to damages and other liabilities or remedies.
G. The City Council and the Agency by resolution have each found that the use of Agency
redevelopment funding for the publicly owned improvements included in the Projects is in
accordance with Section 33445 and 33445.1 of the CRL and other applicable law. The said City
Council and Agency resolutions are each based on the authority of the Agency, with the consent
of the City Council, to pay all or part of the cost of the installation and construction of any
building, facility, structure, or other improvements which is publicly owned either within or
outside a Project Area, if the City Council makes certain determinations.
H. The City Council and the Agency by resolution have each found that the use of the
Agency's low and moderate income housing fund for the Projects that include low and moderate
income housing and are located outside of the Project Areas is in accordance with Section
33334.2 of the CRL because the use of such funds will be of benefit to the Project Areas.
I. By approving and entering into this Agreement, the Agency has approved the pledge of
net available tax increment from the Project Areas to pay for the Projects.
J. The obligations of the Agency under this Agreement shall constitute an indebtedness of
the Agency for the purpose of carrying out the Redevelopment Plan for the Project Areas.
NOW, THEREFORE,the parties hereto do mutually agree as follows:
Cooperation Agreement
Page 2 of 6
I. INTRODUCTORY PROVISIONS
The recitals above are an integral part of this Agreement and set forth the intentions of
the parties and the premises on which the parties have decided to enter into this Agreement.
II. AGENCY'S OBLIGATIONS
1. The Projects are those projects which are listed on the attached Exhibit 1. The
Agency agrees to pay to the City an amount equal to the cost to the City to carry out the Projects,
including without limitation all costs incurred by the City for the planning, acquisition and
disposition, financing, development, permitting, design, site testing, bidding, construction and
construction management of the Projects. The Agency's obligations under this Agreement,
including without limitation the Agency's obligation to make the payments to the City required
by this Agreement, shall constitute an indebtedness of the Agency for the purpose of carrying out
the redevelopment of the Project Areas and are obligations to make payments authorized and
incurred pursuant to Sections 33445 and 33445.1 of the CRL and other applicable statutes. The
obligations of the Agency set forth in this Agreement are contractual obligations that, if
breached, will subject the Agency to damages and other liabilities or remedies.
2. The obligations of Agency under this Agreement shall be payable out of net
available tax increment, as defined in the above recitals and/or as defined or provided for in any
applicable constitutional provision, statute or other provision of law now existing or adopted in
the future, levied by or for the benefit of taxing agencies in the Project Areas, and allocated to
the Agency and/or any lawful successor entity of the Agency and/or any entity established by
law to carry out any of the redevelopment plans for the Project Areas and/or expend tax
increment or pay indebtedness of the Agency to be repaid with tax increment, pursuant to
Section 33670 of the CRL or any applicable constitutional provision, statute or other provision of
law now existing or adopted in the future, in amounts not less than those set forth in the Payment
Schedule attached hereto as Exhibit 2 and incorporated herein by this reference. In the event that
additional funds are required in order to make the Agency payments to the City required by this
Agreement, the Agency shall make such payments from income received by the Agency from its
projects and programs or any other additional funds available to it.
3. The indebtedness of Agency under this Agreement shall be subordinate to the
rights of the holder or holders of any existing bonds, notes or other instruments of indebtedness
(all referred to herein as "indebtedness") of the Agency incurred or issued to finance the Project
Areas, including without limitation any pledge of tax increment revenues from the Project Areas
to pay any portion of the principal (and otherwise comply with the obligations and covenants) of
any bond or bonds issued or sold by Agency with respect to the Project Areas.
4. All payments due to be made by the Agency to the City under this Agreement
shall be made by the Agency in accordance with the schedule set forth in Exhibit 2 and as
otherwise necessary to reimburse the City for the cost to the City of performing its obligations
hereunder. City shall provide Agency with a quarterly report accompanied by evidence
reasonably satisfactory to the Agency's Executive Director that the City has progressed in the
development and construction of the Project for which payment is made by the Agency
Cooperation Agreement
Page 3 of 6
commensurate with such payments and has incurred costs or obligations to make payments equal
to or greater than such amount.
III. CITY'S OBLIGATIONS
1. The City shall accept any funds offered by the Agency pursuant to this Agreement
and shall devote those funds to completion of the Projects by (1) reimbursing the City or using
such funds to make City expenditures to perform the work required to carry out and complete the
Projects; (ii) utilizing such funds to pay debt service on bonds or other indebtedness or
obligations that the City has or will incur for such purposes; and/or paying such funds into a
special fund of the City to be held and expended only for the purpose of satisfying the
obligations of the City hereunder.
2. It is the responsibility of City to pay all development and construction costs in
connection with the Projects from funds paid to the City by the Agency under this Agreement.
3. The City shall perform its obligations hereunder in accordance with the applicable
provisions of federal, state and local laws, including the obligation to comply with environmental
laws such as CEQA, and shall timely complete the work required for each Project in accordance
with the Schedule of Performance attached hereto as Exhibit 3 and incorporated herein by this
reference.
IV. LIABILITY AND INDEMNIFICATION
In contemplation of the provisions of California Government Code section 895.2
imposing certain tort liability jointly upon public entities solely by reason of such entities being
parties to an agreement as defined by Government Code section 895, the parties hereto, as
between themselves, pursuant to the authorization contained in Government Code sections 895.4
and 895.6, shall each assume the full liability imposed upon it, or any of its officers, agents or
employees, by law for injury caused by negligent or wrongful acts or omissions occurring in the
performance of this Agreement to the same extent that such liability would be imposed in the
absence of Government Code section 895.2. To achieve the above-stated purpose, each party
indemnifies, defends and holds harmless the other party for any liability, losses, cost or expenses
that may be incurred by such other party solely by reason of Government Code section 895.2.
V. ENTIRE AGREEMENT; WAIVERS; AND AMENDMENTS
1. This Agreement shall be executed in triplicate originals, each of which is deemed
to be an original. This Agreement consists of (J pages and three (3) Exhibits, which
constitute the entire understanding and agreement of the parties.
2. This Agreement integrates all of the terms and conditions mentioned herein or
incidental hereto, and supersedes all negotiations or previous agreements between the parties
with respect to the subject matter of this Agreement.
Cooperation Agreement
Page 4of6
3. This Agreement is intended solely for the benefit of the City and the Agency.
Notwithstanding any reference in this Agreement to persons or entities other than the City and
the Agency, there shall be no third party beneficiaries under this Agreement.
4. All waivers of the provisions of this Agreement and all amendments to this
Agreement must be in writing and signed by the authorized representatives of the parties.
VI. SEVERABILITY
If any term, provisions, covenant or condition of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall
continue in full force and effect unless the rights and obligations of the parties have been
materially altered or abridged by such invalidation, voiding or unenforceability.
VII. DEFAULT
If either party fails to perform or adequately perform an obligation required by this
Agreement within thirty (30) calendar days of receiving written notice from the non-defaulting
party, the party failing to perform shall be in default hereunder. In the event of default, the non-
defaulting party will have all the rights and remedies available to it at law or in equity to enforce
the provisions of this contract, including without limitation the right to sue for damages for
breach of contract. The rights and remedies of the non-defaulting party enumerated in this
paragraph are cumulative and shall not limit the non-defaulting party's rights under any other
provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity,
existing as of the date of the Agreement or hereinafter enacted or established, that may be
available to the non-defaulting party against the defaulting party. All notices of defaults shall
clearly indicate a notice of default under this Agreement.
VIII. BINDING ON SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of all successors and
assigns of the parties, whether by agreement or operation of law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth
above.
Attest: CITY OF HUNTINGTON BEACH
By: By:
ity Clerk V City Manager
[Signatures continue on the following page]
Cooperation Agreement
Page 5 of 6
Attest: REDEVELOPMENT AGENCY OF THE CITY OF
By: � By:
ecretary v ncy Chair
APPROVED AS TO FORM:
B : Nn
ity Att ey
APPROVED AS TO FORM:
Kane Ballmer& Berkman
COUNTERPART
By:
Agency Special Counsel
Cooperation Agreement
Page 6 of 6
APPROVED AS TO FORM:
City Attorney
Attest: HUNTINGTO BEACH
REDEVELOPMENT AGENCY
By: By:
Secretary Agency Chair
APPROVED AS TO FORM:
By:
City Attorney
COUNTERPART
APPROVED AS TO FORM:
Kane Ballmer & Berkman
By1r ( 4/01'
Murray (. Kane
Agency Special Counsel
EXHIBIT I
SCHEDULE OF PROJECTS
[behind this page]
REDEVELOPMENT PROJECT AREAS
CAPITAL IMPROVEMENT PROGRAM
Downtown Parking $9,200,000
(400 new spaces @ $23,000)
Downtown Street Lights Project (Public Works Estimate) $804,000
Main Street Infrastructure/Streetscape Improvements $12,800,000
(Per Downtown Specific Plan and Public Works—includes
Reconstruction of Main Street/5t"Street and Streetscape)
Warner/Beach Street Improvements $160,000
(Proposed 50% of State grant match for street widening/signals)
Redevelopment Area —Street/Tree Replacement $1,000,000
(Based upon Street/Tree Petition List/eligible streets)
Improvements to Main Street Library $1,250,000
(ADA Bathrooms/Elevator/Roof/General Rehab)
Improvements to Oakview Library $1,000,000
(Roof/Plumbing/New Electrical/General Rehab)
Seismic Upgrades Murdy Fire Station $500,000
Rehabilitation to Lake Street Fire Station $800,000
Pedestrian Bridge Enhancements $250,000
Oakview Community Center Enhancements $750,000
(ADA Improvements/Roof/General Rehab)
Oakview Childcare Center $300,000
(Exterior Bathrooms/ADA Improvements)
Oakview Sports Field Lighting $750,000
(Lights on City field)
Gothard Street Reconstruction $500,000
Edinger Avenue Reconstruction $500,000
Slater Avenue Reconstruction $500,000
Hamilton Avenue Reconstruction $1,000,000
(Southeast Coastal Area)
AFFORDABLE HOUSING
Huntington Yorba (at-risk) - $13,575,000
(At-risk family project 181 units leverages at$75,000/unit)
Beach/Warner $3,850,000
(Developer wants 4%Tax Credit = 77 units at $50,000/unit—no land carry)
Beach/Ellis $1,350,000
(10% Inclusionary project—9 very low/9 low units at $75,000)
Edinger/Gothard $4,000,000
(40 Affordable units out of 80 units/Developer request$100,000/unit)
Main/Ellis/Delaware $1,500,000
(proposed new units for sale—5 new units/$300,000)
Beach/Ellis/Main $6,000,000
(40 new rental units, 100% affordable, leveraged at$150,000/ unit)
Oakview Mixed Use Building/Koledo $20,000,000
(Demolition and new construction of 100+ units and community room)
First Time Homebuyers Program $5,000,000
(Continuing program for 10 years at$500,000 year)
Pacific City $14,400,000
(Required 81 units -48 moderate on-site ownership at$300,000/unit)
Dairyview $200,000
(OPA with 4 units relocation/long term covenants)
ECONOMIC DEVELOPMENT
Main Promenade Parking Structure Bond Repayment $5,137,000
5T" Street Development $4,000,000
(Proposed OPA with property owners to increase parking and assist in acquisition)
6th @ PCH —parking/removal of billboard sign $2,500,000
(OPA with Property owner to increase parking/assist affordable housing)
7th @ PCH —parking/housing/retail $1,500,000
(OPA with Property owner to increase parking/assist affordable housing)
Waterfront Section 108 $ 3,665,000
(Section 108 HUD Loan paid by tax increment)
Administrative Staff costs $ 6,695,000
(30% of Agency Staff for 14 years with PERS increases)
*projects and proposed figures are from the Affordable Housing Strategy, Affordable Unit cost
estimates or preliminary discussion with property owners.
EXHIBIT 2
PAYMENT SCHEDULE
[behind this page]
Merged Project Area-Capital Improvement Program
Amortization Schedule
Merged Project Area- Capital Balance as of
Improvement Program 9/30/10
Capital Improvement Projects 30,340,400
Affordable Housing Projects 69,875,000
Economic Development 23,497,000
Subtotal 123,712,400
Add: FY 10-11 Interest 4,713,442
Total Payout 128,425,842
Face Value 128,425,842
Annual Interest 0.0381
Periods 20
Beginning Total Annual
Payment Date Balance Principal Interest Ending Balance Payment
10/1/2011 128,425,842 (4,398,472) (4,893,025) 124,027,370 9,291,497
10/1/2012 124,027,370 (4,566,054) (4,725,443) 119,461,316 9,291,497
10/1/2013 119,461,316 (4,740,021) (4,551,476) 114,721,295 9,291,497
10/1/2014 114,721,295 (4,920,616) (4,370,881) 109,800,679 9,291,497
10/1/2015 109,800,679 (5,108,091) (4,183,406) 104,692,588 9,291,497
10/1/2016 104,692,588 (5,302,709) (3,988,788) 99,389,879 9,291,497
10/1/2017 99,389,879 (5,504,743) (3,786,754) 93,885,136 9,291,497
10/1/2018 93,885,136 (5,714,473) (3,577,024) 88,170,663 9,291,497
10/1/2019 88,170,663 (5,932,195) (3,359,302) 82,238,468 9,291,497
10/1/2020 82,238,468 (6,158,211) (3,133,286) 76,080,257 9,291,497
10/1/2021 76,080,257 (6,392,839) (2,898,658) 69,687,418 9,291,497
10/1/2022 69,687,418 (6,636,406) (2,655,091) 63,051,012 9,291,497
10/1/2023 63,051,012 (6,889,253) (2,402,244) 56,161,758 9,291,497
10/1/2024 56,161,758 (7,151,734) (2,139,763) 49,010,024 9,291,497
10/1/2025 49,010,024 (7,424,215) (1,867,282) 41,585,809 9,291,497
10/1/2026 41,585,809 (7,707,078) (1,584,419) 33,878,731 9,291,497
10/1/2027 33,878,731 (8,000,717) (1,290,780) 25,878,014 9,291,497
10/1/2028 25,878,014 (8,305,545) (985,952) 17,572,469 9,291,497
10/1/2029 17,572,469 (8,621,986) (669,511) 8,950,484 9,291,497
10/1/2030 8,950,484 (8,950,484) (341,013) (0) 9,291,497
Southeast Coast Project Area
Amortization Schedule
Balance as of
Southeast Coast Project Area 9/30/10
Capital Improvement Assistance 1,000,000
Subtotal 1,000,000
Add: FY 10-11 Interest 38,100
Total Payout 1,038,100
Face Value 1,038,100
Annual Interest 0.0381
Periods 20
Beginning Total Annual
Payment Date Balance Principal Interest Ending Balance Payment
10/1/2011 1,038,100 (35,554) (39,552) 1,002,546 75,106
10/1/2012 1,002,546 (36,909) (38,197) 965,637 75,106
10/1/2013 965,637 (38,315) (36,791) 927,323 75,106
10/1/2014 927,323 (39,775) (35,331) 887,548 75,106
10/1/2015 887,548 (41,290) (33,816) 846,258 75,106
10/1/2016 846,258 (42,863) (32,242) 803,395 75,106
10/1/2017 803,395 (44,496) (30,609) 758,898 75,106
10/1/2018 758,898 (46,192) (28,914) 712,707 75,106
10/1/2019 712,707 (47,951) (27,154) 664,755 75,106
10/1/2020 664,755 (49,778) (25,327) 614,977 75,106
10/1/2021 614,977 (51,675) (23,431) 563,302 75,106
10/1/2022 563,302 (53,644) (21,462) 509,658 75,106
10/1/2023 509,658 (55,688) (19,418) 453,970 75,106
10/1/2024 453,970 (57,809) (17,296) 396,161 75,106
10/1/2025 396,161 (60,012) (15,094) 336,149 75,106
10/1/2026 336,149 (62,298) (12,807) 273,851 75,106
10/1/2027 273,851 (64,672) (10,434) 209,179 75,106
10/1/2028 209,179 (67,136) (7,970) 142,043 75,106
10/1/2029 142,043 (69,694) (5,412) 72,349 75,106
10/1/2030 72,349 (72,349) (2,757) (0) 75,106
EXHIBIT 3
SCHEDULE OF PERFORMANCE
[behind this page]
SCHEDULE OF PERFORMANCE
CAPITAL IMPROVEMENT PROGRAM 1—5 Years 5— 10 Years 10— 15 Years
Downtown Parking X
Downtown Street Lights Project X
Main Street Infrastructure/Streetscape Imprvmts X
Warner/Beach Street Improvements X
Redevelopment Area—Street/Tree Replacement X X X
Improvements to Main Street Library X
Improvements to Oakview Library X
Seismic Upgrades Murdy Fire Station X
Rehabilitation to Lake Street Fire Station X
Pedestrian Bridge Enhancements X
Oakview Community Center Enhancements X
Oakview Childcare Center X
Oakview Sports Field Lighting X
Gothard Street Reconstruction X
Edinger Avenue Reconstruction X
Slater Avenue Reconstruction X
Hamilton Avenue Reconstruction X
AFFORDABLE HOUSING
Huntington Yorba (at-risk) X
Beach/Warner X
Beach/Ellis X
Edinger/Gothard X
Main/Ellis/Delaware X
Beach/Ellis/Main X
Oakview Mixed Use Building/Koledo X
First Time Homebuyers Program X X X
Pacific City X
Dairyview X
ECONOMIC DEVELOPMENT
Main Promenade Parking Structure Bond X X X
5T" Street Development X
6th @ PCH —parking/removal of billboard sign X
7th @ PCH —parking/housing/retail X
Waterfront Section 108 X X X
Administrative Staff costs X X X
Res. No. 2011-07
STATE OF CALIFORNIA
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH )
I, JOAN L. FLYNN the duly elected, qualified City Clerk of the City of
Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby
certify that the whole number of members of the City Council of the City of
Huntington Beach is seven; that the foregoing resolution was passed and adopted
by the affirmative vote of at least a majority of all the members of said City Council
at a special meeting thereof held on January 28, 2011 by the following vote:
AYES: Shaw, Harper, Carchio, Bohr, Dwyer, Boardman
NOES: None
ABSENT: Hansen
ABSTAIN: None
Qo�n)—
Ci4/Clerk and ex-officio Jerk of the
City Council of the City of
Huntington Beach, California