HomeMy WebLinkAboutSuccessor Agency - 2012-07 SUCCESSOR AGENCY RESOLUTION NO. 2012-07
A RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY
OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE PROCESSING OF
DOCUMENTATION REFLECTING AND CONFIRMING OWNERSHIP OF REAL
PROPERTY BY IT AND APPROVING VARIOUS ACTIONS RELATING TO THE
TRANSFER OF THE PURCHASE PRICE AND SALE OF REAL PROPERTY PURSUANT
TO A PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BY AND
BETWEEN THE CITY OF HUNTINGTON BEACH AND CAMPBELL LODGING, INC.
AND CAMPBELL LODGING INTERNATIONAL, LLC
WHEREAS, the former Redevelopment Agency of the City of Huntington Beach
("Agency") was a redevelopment agency in the City of Huntington Beach ("City"), duly created
pursuant to the California Community Redevelopment Law (Part 1 (commencing with Section
33000) of Division 24 of the California Health and Safety Code) ("CRL"); and
WHEREAS, the Agency was responsible for the administration of redevelopment
activities within the City; and
WHEREAS, Section 33220 of the CRL provides that certain public bodies may aid and
cooperate in the planning, undertaking, construction or operation of redevelopment projects; and
WHEREAS, the City and the Agency entered into a number of Cooperation Agreements
to continue the effort to redevelop, revitalize and/or eliminate blight in the City to achieve the
purposes and goals of the CRL, to repay debt to the City and to provide for affordable housing,
as appropriate and as authorized by redevelopment law in effect at the time of approval of said
agreements; and
WHEREAS, pursuant to such authority set forth in the CRL and other applicable law, on
March 7, 2011, by Resolution No. 2011-17, the City approved and accepted the transfer of
certain real property located in the City of Huntington Beach, California, APN Nos. 142-081-06,
142-081-09, 142-081-10, 142-081-11, 142-081-12, and 142-081-28 (collectively, the "Agency
Property"); and
WHEREAS, pursuant to Resolution No. 2011-17, the City executed a certificate of
acceptance ("Certificate of Acceptance") for the Agency deed designed to transfer ownership of
the Agency Property from the Agency to the City ("Agency Deed"); and
WHEREAS, on or about March 10, 2011, the Agency Deed, along with the Certificate of
Acceptance, was recorded in the official records of the County of Orange; and
WHEREAS, neither the Cooperation Agreements nor the purported transfer of the
Agency Property (or any of the related documents and actions) were challenged within the
applicable statute of limitations; and
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WHEREAS, AB x1 26 ("AB 26") was signed by the Governor of California on June 28,
2011, making certain changes to the CRL and adding Part 1.8 and Part 1.85 to Division 24 of the
California Health and Safety Code; and
WHEREAS, AB 26 states, in part, that "[t]he Legislature hereby finds that a transfer of
assets by a redevelopment agency [after January 1, 2011] is deemed not to be in the furtherance
of the [CRL] and is thereby unauthorized"; and
WHEREAS, AB 26 further states, in part, that "[c]ommencing [February 1, 2012], ...
arrangements between the city ... that created the redevelopment agency and the redevelopment
agency are invalid..."; and
WHEREAS, AB 26 further states, in part, that "[a]ll ... properties [and] buildings ... of
the former redevelopment agency are transferred on [February 1, 2012], to the control of the
successor agency"; and
WHEREAS, subsequent to the date of transfer of the Agency Property to the City, the
City and Campbell Lodging, Inc. entered into that certain Purchase Agreement and Joint Escrow
Instructions dated January 27, 2012, as amended by that Amendment to Purchase Agreement and
Joint Escrow Instructions dated January 31, 2012 and that Second Amendment to Purchase
Agreement and Joint Escrow Instructions dated June 25, 2012 (collectively, the "Purchase
Agreement") relating to the sale of the Agency Property and the development thereon of a high-
quality, first-class, four story, 120-140 room Hyatt Place Hotel or other brand hotel ("Project")
pursuant to the terms and conditions contained in the Purchase Agreement. Campbell Lodging,
Inc. assigned its rights as "Buyer" under the Purchase Agreement to Campbell Lodging
International, LLC but retained the obligation to be the developer of the hotel; and
WHEREAS, on or about April 20, 2012, the California State Controller issued
correspondence stating, in part, that Jiff your city ... received any assets from a redevelopment
agency after January 1, 2011, your city ... hereby is ordered to ... reverse the transfer and return
the applicable assets to the successor agency of the relevant redevelopment agency"; and
WHEREAS, under AB 26, 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 California Health and Safety
Code Section 34188; and
WHEREAS, the oversight board has been established for Successor Agency to the
Redevelopment Agency of the City of Huntington Beach("Successor Agency") (which oversight
board shall hereinafter be 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; and
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WHEREAS, AB 1484 ("AB 1484") was signed by the Governor of California on June
27, 2012,making changes to AB 26 and certain additional changes to the CRL; and
WHEREAS, AB 1484, at Section 34179.5(c)(2) of Part 1.85 of the California Health and
Safety Code, categorizes certain assets as those "transferred after January 1, 2011 ... by the
redevelopment agency ... to the city ... that formed the redevelopment agency..." ("Section
34179.5(c)(2) Assets"); and
WHEREAS, AB 1484, at Section 34179.5(c)(1) of Part 1.85 of the California Health and
Safety Code, categorizes certain other assets as those "transferred from the former
redevelopment agency to the successor agency on or about February 1, 2012." ("Section
34179.5(c)(1) Assets"); and
WHEREAS, because (i) AB 26 states that a transfer of assets by a redevelopment agency
after January 1, 2011 was "unauthorized", (ii) AB 26 states that commencing February 1, 2012,
arrangements between a redevelopment agency and the city that created it are "invalid" and (iii)
the State Controller has purported to order that ownership of certain assets be vested in successor
agencies, the Agency Property is therefore not categorized as Section 34179.5(c)(2) Assets; and
WHEREAS, because AB 26 states that all properties and buildings of the former
redevelopment agency are transferred on February 1, 2012 to the control of the successor agency,
the Agency Property is therefore categorized as Section 34179.5(c)(1)Assets; and
WHEREAS, the Successor Agency does not acknowledge that the purported transfer of
the Agency Property by the Agency to the City was not in furtherance of the CRL; and
WHEREAS, the Successor Agency does not acknowledge the effectiveness of the
Legislature's purported deeming not to be in furtherance of the CRL of the purported transfer of
assets that was conducted in accordance with the CRL at the time when made and was not
challenged within the applicable statute of limitations; and
WHEREAS, the Successor Agency does not acknowledge that commencing February 1,
2012, arrangements between the redevelopment agency and the city that created it are invalid;
and
WHEREAS, the Successor Agency does not acknowledge the effectiveness of the
California State Controller's order to reverse the transfer of the Agency Property and return the
applicable assets to the Successor Agency; and
WHEREAS, the Successor Agency has limited financial resources and desires not to
initiate litigation at this time with regard to AB 26, AB 1484 and/or the purported order by the
California State Controller that ownership of the Agency Property be vested in the Successor
Agency; and
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WHEREAS, in order to avoid the costs of litigation and other costs, the Successor
Agency desires to take action in a manner consistent with AB 26, AB 1484 and the California
State Controller's purported order, and in furtherance of the Successor Agency's duties under
Section 34179.6(h)(1) and Section 34179.6(f), by processing documentation reflecting ownership
of the Agency Property by the Successor Agency, without acknowledging the effectiveness of
AB 26, AB 1484 and/or such order and duties, expressly disclaiming the same; and
WHEREAS, the Successor Agency's processing of documentation reflecting ownership
of the Agency Property by the Successor Agency is not intended to waive, and shall not
constitute a waiver, by the Successor Agency or the City of any constitutional, legal or equitable
rights that the Successor Agency or the City may have to challenge, through administrative or
judicial proceedings, the effectiveness and/or legality of all or any portion of AB 26 or AB 1484,
any determinations rendered or actions or omissions to act by any public agency or government
entity or division in the implementation of AB 26 and AB 1484, and any and all related legal and
factual issues, and the Successor Agency and the City expressly reserves any and all rights,
privileges, and defenses available under law and equity; and
WHEREAS, per Section 15301 of the State CEQA Guidelines, the transfer of the Agency
Property is exempt from environmental review under CEQA because the transfer will result in a
continuation of an existing facility involving no expansion of use and is therefore exempt from
environmental review, and any future development for the Agency Property will require separate
environmental review; and
WHEREAS, Health and Safety Code Section 34181(a) provides, in pertinent part, that
the Oversight Board shall direct the Successor Agency to transfer ownership to the appropriate
public jurisdiction of all assets and property constructed and used for governmental purposes;
and
WHEREAS, the City is the appropriate public jurisdiction for ownership of the Agency
Property pursuant to the Purchase Agreement, as authorized pursuant to Health and Safety Code
Section 34181(a); and
WHEREAS, all of the prerequisites with respect to the approval of this Resolution have
been met.
NOW, THEREFORE, BE IT HEREBY RESOLVED, by the Governing Board of the
Successor Agency to the Redevelopment Agency of the City of Huntington Beach, as follows:
1. The above recitals are true and correct and are a substantive part of this
Resolution.
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2. The Successor Agency hereby authorizes the processing of documentation via
quitclaim deed(s) or other appropriate instrument in order to reflect and confirm ownership of the
Agency Property by the Successor Agency, including the execution of Certificate of Acceptance
therefore by the Successor Agency, and the processing of documentation to transfer to/retention
by the Successor Agency or the City of the Purchase Agreement and/or any and all other lease or
rental documents pertaining to the Agency Property.
3. The Successor Agency hereby approves of the terms of the Purchase Agreement.
4. The Successor Agency hereby approves of the sale and conveyance of the Agency
Property from the City or Successor Agency to Campbell Lodging International, LLC in
accordance with the terms and conditions set forth in the Purchase Agreement, for the purpose of
the Campbell Lodging, Inc. developing the Project.
5. The Successor Agency hereby approves of the transfer to the Successor Agency
of the purchase price received from the sale of the Agency Property for distribution to the taxing
agencies in accordance with AB 26/AB 1484.
6. The Successor Agency hereby acknowledges and agrees that the Purchase
Agreement constitutes the existence of an enforceable obligation pursuant to Part 1.8 and Part
1.85 of Division 24 of the Health and Safety Code for the purposes of, without limitation, the
disposition of assets previously owned by the Agency.
7. The Successor Agency hereby approves and consents to the transfer of ownership
of any or all of the Agency Property, together with the transfer of the Purchase Agreement and/or
any and all other lease or rental documents pertaining to the Agency Property, from the
Successor Agency to the City as the appropriate public agency, as may be directed by the
Oversight Board.
8. The Executive Director, or designee, is hereby authorized to take such actions and
execute such documents as are necessary to effectuate the intent of this Resolution on behalf of
the Successor Agency, including, without limitation, transferring or retaining the Purchase
Agreement and/or any and all other lease or rental documents pertaining to the Agency Property
and taking all actions and signing any and all documents necessary to implement and effectuate
the Purchase Agreement and/or any and all other lease or rental documents pertaining to the
Agency Property.
9. The Successor Agency does not intend, by adoption of this Resolution, to waive
any constitutional, legal and/or equitable rights of the Successor Agency or the City under law
and/or in equity by virtue of the adoption of this Resolution and actions approved and taken
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pursuant to this Resolution and, therefore, reserves all such rights of the Successor Agency and
the City under law and/or in equity.
10. This Resolution shall take effect upon the date of its adoption.
PASSED AND ADOPTED by the Governing Board of the Successor Agency to the
Redevelopment Agency of the City of Huntington Beach at a regular meeting thereof held on the
15th day of October , 2012.
Chairman
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REVI ND APPROVED: INIT D AND APPROVED:
t
Ex l Director Deputy Executive Director
APPROVED AS TO FORM:
(Y)
Agency C unsel U
(-J,
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Su ccessor Agency
Res. No. 2012-07
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 Redevelopment Agency of the City of Huntington Beach
at a meeting held on October 15, 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
ClerVbf The Successor Aa ncy to
the Redevelopment Agency of the
City of Huntington Beach, California