HomeMy WebLinkAboutSuccessor Agency - 2012-03 SUCCESSOR AGENCY
RESOLUTION NO. 2012-03
RESOLUTION OF THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF
THE CITY OF HUNTINGTON BEACH CONSENTING TO AND APPROVING THE
TERMINATION OF AN OWNER PARTICIPATION AGREEMENT AMONG THE CITY,
THE FORMER REDEVELOPMENT AGENCY AND MAKALLON ATLANTA
HUNTINGTON BEACH, LLC
WHEREAS,on December 29,2011,the California Supreme Court delivered its decision in
California Redevelopment Association v. Matosantos, finding ABxl 26 (the "Dissolution Act")
largely constitutional; and
Under the Dissolution Act and the California Supreme Court's decision in California
Redevelopment Association v. Matosantos, all California redevelopment agencies, including the
Redevelopment Agency of the City of Huntington Beach(the"Former Agency"),were dissolved on
February 1, 2012; and
The City Council adopted a resolution accepting for the City the role of Successor Agency to
the Former Agency(the "Successor Agency"); and
The Dissolution Act was amended when the Governor signed Assembly Bill 1484 ("AB
1484") on June 27, 2012; and
Under the Dissolution Act, each Successor Agency shall have an oversight board with
fiduciary responsibilities to holders of enforceable obligations and the taxing entities that benefit
from distributions of property taxes and other revenues pursuant to Section 34188; and
The oversight board has been established for the Successor Agency(hereinafter referred to as
the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board
pursuant to California Health and Safety Code Section 34179. The duties and responsibilities of the
Oversight Board are set forth in Health and Safety Code Sections 34179 through 34181 of AB 26 as
amended by AB 1484; and
The Former Agency, the City, and Makallon Atlanta Huntington Beach, LLC., a Delaware
limited liability company ("Makar"), entered into that certain Owner Participation Agreement
executed and delivered pursuant to Agency Resolution No. 364 and City Resolution No. 2006-67
approved and adopted at the October 16,2006 City Council meeting,as supplemented by letter dated
February 1,2008 and that certain Implementation Agreement entered into as of December 15,2008
(collectively, the `OPA"); and
Makar defaulted on a promissory note which was secured by a deed of trust recorded against
the property which was the subject of the OPA ("Property"). The holder of the promissory note
foreclosed on the deed of trust and became the new owner of the Property; and
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SUCCESSOR AGENCY Resolution No. 2012-03
The OPA has been terminated and is no longer in force and effect due to the fact that the
OPA was never implemented by Makar, due to a material incurable default under the OPA (an
assignment without the City and Former Agency's approval), and by the foreclosure of the deed of
trust. Assuming arguendo that the OPA was implemented,was not automatically terminated due to
a material incurable default under the OPA,did survive the foreclosure of the deed of trust,and is in
force and effect, as a precautionary measure, the current owner of the Property, 21002 HB, LLC, a
Delaware limited liability company ("New Owner"), the City and the Successor Agency (as the
successor-in-interest to the Former Agency under the OPA) all agree to terminate the OPA. The
City and New Owner have negotiated a Development Agreement pertaining to the Property. The
Development Agreement terms provide that the OPA has been terminated and is no longer in force
and effect; and
Health and Safety Code Section 34171(d)(1)(E)provides that nothing in the Dissolution Act
prohibits the Successor Agency, with the approval or at the direction of the Oversight Board, from
terminating any existing agreements or contracts; and
All legal prerequisites to the adoption of this Resolution have occurred.
NOW, THEREFORE, the Successor Agency to the Redevelopment Agency of the City of
Huntington Beach does hereby resolve as follows:
1. The Successor Agency hereby finds and determines that the foregoing recitals are
true and correct.
2. Assuming arguendo the OPA is still in effect, the Successor Agency, subject to the
approval of the Oversight Board, hereby consents to, ratifies and approves the
termination of the OPA and hereby terminates the OPA.
3. Without the requirement of any further approval of the Successor Agency Governing
Board,the Executive Director of the Successor Agency or designee is authorized and
directed to take any action and execute any and all documents and agreements
necessary to implement and effectuate the actions approved by and the purposes of
this Resolution, including, without limitation, executing any and all documents on
behalf of the Successor Agency.
4. The Successor Agency does not intend,by adoption of this Resolution,to waive any
constitutional and/or legal rights of the Successor Agency or the City under law
and/or in equity, including,without limitation,by virtue of the adoption of this
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SUCCESSOR AGENCY Resolution No. 2012-03
Resolution and actions approved and taken pursuant to this Resolution and,therefore,
reserves all such rights of the Successor Agency and the City under law and/or in
equity.
PASSED AND ADOPTED by the Successor Agency to the Redevelopment Agency of
the City of Huntington Beach at a regular meeting thereof held on the 20th day of
August 20 12
Chairperson
REVI ND APPROVED: INITIATE AND PPROVED:
Ex v Director Deputy Execu ' e Director
APPROVED AS TO FORM:
JI-1-1 Mr
A ncy C unsel
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Successor Agency
Res. No. 2012-03
STATE OF CALIFORNIA
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH )
I, JOAN L. FLYNN the Clerk of the Successor Agency to the Former
City of Huntington Beach Redevelopment Agency, Huntington Beach, California,
DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the
Successor Agency to the Former City of Huntington Beach Redevelopment
Agency at a meeting held on August 20, 2012 and that is was so adopted by the
following vote:
AYES: Shaw, Harper, Dwyer, Hansen, Carchio, Bohr, Boardman
NOES: None
ABSENT: None
ABSTAIN: None
CI of the Successor ncy to
the Former City of Huntington
Beach Redevelopment Agency,
Huntington Beach, California