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HomeMy WebLinkAboutCity of Huntington Beach Redevelopment Agency - 2011-01-28/:;1;()1e-7Z DATE: TO: /�S-SISI?�7-Cj77 FROM: Joan L. Flynn, City Clerk SUBJECT: COMPLETION BY YOUR DEPARTMENT OF CITY COUNCIL A PPRO VEDA GENDA ITEM ITEM: &A-6el-775J &�1/12'7- '1,�,A_)' � e ;30 Date Approved: The above item can be officially filed if the following requirements are met: 7P� In order for the City Clerk's Office to proceed, please check (V) as applicable: The necessary requirements will be provided by W� Date Department Head Signature Completion of this item is no longer necessary. 1—+ —Ij PSA Department Head Signature CG yy �ttorneyy Council/Agency Meeting Held: Deferred/Continued to: )d-A proved ;U6,rov L) Denied � -0 -/ ("h'L, �= QAd Cleres Sig nfre Council Meeting Date: 1/28/2011 Department ID Number: ED 11-06 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL/REDEVELOPIVI ENT AGENCY ACTION SUBMITTED TO: Honorable Mayor/Chair and City Council/Redevelopment Agency Members SUBMITTED BY: Fred A. Wilson, City Manager/Executive Director PREPARED BY: Stanley Smalewitz, Director of Economic Development/Deputy Executive Director Lori Ann Farrell, Director of Finance SUBJECT: Approve an Implementation Agreement To The Cooperation Agreement between the City of Huntington Beach and the City of Huntington Beach Redevelopment Agency For Payment of Costs Associated with Certain Redevelopment Funded Capital Improvements 1 Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: The Redevelopment Agency of the City of Huntington Beach incurs debt that allows it to receive tax increment revenue in accordance with California Community Redevelopment Law. It is recommended that the City Council/Redevelopment Board approve a revised Cooperation Agreement, which includes a Promissory Note memorializing indebtedness previously incurred by the Agency and owing to the City from a series of loans made from the City to the Agency from 1982 to present. Funding Source: Debt will be repaid through tax increment revenue. Recommended Action: Motion to: A. Approve an Implementation Agreeement to the Cooperation Agreement between the City of Huntington Beach and the City of Huntington Beach Redevelopment Agency for payment of costs associated with certain Redevelopment Funded Capital Improvements; and B. Authorize the Mayor/Agency Chair, City Manager/Executive Director and City/Agency Clerk to execute all related documents. REQUEST FOR COUNCILIREDEVELOPMENT AGENCY COUNCIL ACTION MEETING DATE: 1/28/2011 DEPARTMENT ID NUMBER: ED 11-06 Alternative Action(s): Do not approve the Implementation Agreement and provide direction to staff. AnalVsis: Historically, the City has advanced certain amounts to the Redevelopment Agency to assist in funding administrative and other expenses necessary for the implementation of the redevelopment plans as well as for the purchase of properties. As of September 2010, the total amount of debt owed to the City by the Agency was $87,898,119 comprised of advances payable and reimbursement agreements. The following represents a summary of projects that the Agency borrowed money to fund: - Pledged assistance with public infrastructure, the Mola Development (TownSquare) for a mixed use project - Relocation of Mobile Home Park Residents from Driftwood to Oceanview Mobile Home Park, part of Mayer Corporation - Construction of Emerald Cove Senior Complex — land and development costs - Main Street Parking Structure — acquisition of land and development - Acquisition of land and entering into a Disposition and Development Agreement with California Resorts for a mixed use project — now Pierside Pavilion In an effort to preserve and secure the repayment from future tax increments of the General Fund advances made to the Redevelopment Agency of the City of Huntington Beach, it is staff's recommendation to further formalize the existing debt. Although these outstanding advances are not new debt, staff believes that memorializing these obligations with actual debt repayment schedule would be prudent. These advances were made in the past to the various redevelopment project areas and reported annually on the Agency's annual Statement of Indebtedness report filed with the County of Orange. The Agency in Fiscal Year 2011-12 is schedule to pay $4,913,800 in debt repayment. The repayment is scheduled to increase at 2% on an annual basis for 20 years. Based upon the proposed new Implementation Plan Schedule, repayment would be $6,046,402 (Merged Area) and $532,523 (Southeast Coastal Area) through 2030. The interest rate is set at 3.81 %, which is the current interest rate that the Agency is charged. Strategic Plan Goal: Maintain financial viability and our reserves Environmental Status: Not Applicable -2- V26/2011 12:16 PM REQUEST FOR COUNCILIREDEVELOPMENT AGENCY COUNCIL ACTION MEETING DATE: 1128/2011 DEPARTMENT ID NUMBER: ED 11-06 Attachment(s): 1. Implementation Agreement To Cooperation Agreement between the City of Huntington Beach and the City of Huntington Beach Redevelopment Agency For Payment of Costs Associated with Certain Redevelopment Funded Capital Improvements -3- 112612011 12:16 PM IMPLEMENTATION AGREEMENT TO COOPERATION AGREEMENT FOR PAYMENT OF COSTS ASSOCIATED WITH CERTAIN REDEVELOPMENT FUNDED CAPITAL IMPROVEMENTS THIS IMPLEMENTATION AGREEMENT (the "Agreement") is entered into this 19 174 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. On June 20, 1983, the Agency and City entered into that certain Cooperation Agreement For Payment Of Costs Associated With Certain Redevelopment Funded Capital Improvements (the "Cooperation Agreement") to provide for and facilitate the acquisition of real property, installation and construction of certain public improvements and facilities and to implement the Redevelopment Plan for the Huntington Beach Redevelopment Project and to expend tax increment to accomplish the goals and objectives of the Redevelopment Project. B. Said Cooperation Agreement was amended pursuant to City Council Ordinance 3343 on December 16, 1996 amending and merging the Constituent Projects. C. On June 17, 2002, the City Council adopted Ordinance 3561, approving and adopting the Redevelopment Plan for the Southeast Coastal Redevelopment Project. The City and Agency entered into a Cooperation Agreement dated September 2, 2003, regarding redevelopment projects and capital improvements to be carried out in the Southeast Coastal Redevelopment Project Area. D. The City and the Agency desire to supplement the provisions of the Cooperation Agreement to add additional procedures for the orderly implementation of the Cooperation Agreement. E. The obligations of the Agency under the Cooperation Agreement and this Agreement shall constitute an indebtedness of the Agency for the purpose of carrying out the Redevelopment Plan for the Project Areas. The obligations set forth in the Cooperation Agreement and this Agreement are contractual obligations that, if breached, will subject the Agency to damages and other liabilities or remedies. NOW, THEREFORE, the parties hereto do mutually agree as follows: Page 1 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. AGENCY'S OBLIGATIONS The obligations of the Agency under this Agreement shall be payable out of net available tax increments, as defined herein. Wherever used in the Cooperation Agreement the term "net available tax increments" shall mean and include tax increment as defined or provided for in any applicable constitutional provision, statute or other provision of law now existing or adopted in the future, and allocated to (i) the Agency and/or (ii) any lawful successor entity of the Agency and/or (iii) any entity established by law to carry out the redevelopment plan for the Project Area and/or (iv) any entity established by law to expend tax increment and/or (v) any entity established by law to pay indebtedness of the Agency to be repaid in whole or in part with tax increment, pursuant to Section 33670, et seq., of the California Community Redevelopment Law or any applicable constitutional provision, statute or other provision of law now existing or adopted in the future. All payments due to be made by the Agency to the City under the Cooperation Agreement shall be made by the Agency in accordance with the schedule set forth in Exhibit 1 which is incorporated herein by this reference 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 or Projects for which payment is made by the Agency commensurate with such payments and has incurred costs or obligations to make payments equal to or greater than such amount. 111. CITY'S OBLIGATIONS 1 . The City shall accept any funds paid by the Agency pursuant to the Cooperation Agreement and shall devote those funds to completion of the Projects by (i) 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 (iii) 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. The City shall timely complete the work required for each Project in accordance with the Schedule of Performance attached hereto as Exhibit 2 and incorporated herein by this reference. Page 2 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. 1 V. ENTIRE AGREEMENT: WAIVERS AND AMENDMENTS This Agreement shall be executed in triplicate originals, each of which is deemed to be an original. This Agreement consists of (_) pages, which, together with the Cooperation Agreement constitute the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supercedes all negotiations or previous agreements between the parties with respect to the subject matter of this Agreement; provided that this Agreement does not supercede the Cooperation Agreement except as expressly set forth herein. 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. 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, (i) 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 and (ii) the Cooperation Agreement shall continue in full force and effect. Page 3 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 and the Cooperation 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. IX. EFFECT ON COOPERATION AGREEMENT Except as expressly set forth herein, the Cooperation Agreement shall continue in full force and effect in accordance with its terms. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. Attest: AN IItii�r_l =-I., REVIEWED AND APPROVED: C CITY OF HUNTINGTON BEACH Director of Economic Devel ment 7� Page 4 APPROVED AS TO FORM: <��ity Attornby j� Attest: �cretary APPROVED AS TO FORM: City Attorney APPROVED AS TO FORM: Kane Ballmer & Berkman By: Murray 0. Kane Agency Special Counsel Page 5 HUNTINGTON BEACH REDEVELOPMENT AGENCY EXHIBIT 1 Schedule of Repayment Page 6 Advances to RDA - Merged Project Area Amortization Schedule Advances to RDA - Merged Project Area (in order of repayment) Balance as of 9/30/10 General Fund 8,409,666 Deferred Land Purchases 61,228,338 Deferred Development Fees 731,849 Park A&D Fund 5,267,410 Sewer Fund 265,329 Drainage Fund 639,443 Water Fund 3,963,276 Subtotal 80,505,311 Add: FY 10-11 Interest 3,067,252 Total Payout 83,572,563 Face Value 83,572,563 Annual Interest 0.0381 Periods 20 Beginning Total Annual Payment Date Balance Principal Interest Ending Balance Payment 10/1/2011 83,572,563 (2,862,287) (3,184,115) 80,710,276 6,046,402 10/1/2012 80,710,276 (2,971,340) (3,075,062) 77,738,936 6,046,402 10/1/2013 77,738,936 (3,084,548) (2,961,853) 74,654,388 6,046,402 10/1/2014 74,654,388 (3,202,069) (2,844,332) 71,452,319 6,046,402 10/1/2015 71,452,319 (3,324,068) (2,722,333) 68,128,251 6,046,402 10/1/2016 68,128,251 (3,450,715) (2,595,686) 64,677,535 6,046,402 10/1/2017 64,677,535 (3,582,188) (2,464,214) 61,095,348 6,046,402 10/1/2018 61,095,348 (3,718,669) (2,327,733) 57,376,679 6,046,402 10/1/2019 57,376,679 (3,860,350) (2,186,051) 53,516,329 6,046,402 10/1/2020 53,516,329 (4,007,429) (2,038,972) 49,508,899 6,046,402 10/1/2021 49,508,899 (4,160,113) (1,886,289) 45,348,787 6,046,402 10/1/2022 45,348,787 (4,318,613) (1,727,789) 41,030,174 6,046,402 10/1/2023 41,030,174 (4,483,152) (1,563,250) 36,547,022 6,046,402 10/1/2024 36,547,022 (4,653,960) (1,392,442) 31,893,062 6,046,402 10/1/2025 31,893,062 (4,831,276) (1,215,126) 27,061,786 6,046,402 10/1/2026 27,061,786 (5,015,348) (1,031,054) 22,046,438 6,046,402 10/1/2027 22,046,438 (5,206,432) (839,969) 16,840,006 6,046,402 10/1/2028 16,840,006 (5,404,797) (641,604) 11,435,209 6,046,402 10/1/2029 11,435,209 (5,610,720) (435,681) 5,824,489 6,046,402 10/1/2030 5,824,489 (5,824,489) (221,913) (0) 6,046,402 Advances to RDA - Southeast Coastal Amortization Schedule Advances to RDA- Balance as of Southeast Coastal 9/30/10 General Fund 7,090,319 Add: FY 10-11 Interest 270,141 Total Payout 7,360,460 Face Value 7,360,460 Annual Interest 0.0381 Periods 20 Beginning Total Annual Date Balance Principal Interest Ending Balance Payment -Payment 10/1/2011 7,360,460 (252,089) (280,434) 7,108,371 532,523 10/1/2012 7,108,371 (261,694) (270,829) 6,846,677 532,523 10/1/2013 6,846,677 (271,664) (260,858) 6,575,013 532,523 10/1/2014 6,575,013 (282,015) (250,508) 6,292,998 532,523 10/1/2015 6,292,998 (292,760) (239,763) 6,000,238 532,523 10/1/2016 6,000,238 (303,914) (228,609) 5,696,324 532,523 10/1/2017 5,696,324 (315,493) (217,030) 5,380,831 532,523 10/1/2018 5,380,831 (327,513) (205,010) 5,053,318 532,523 10/1/2019 5,053,318 (339,991) (192,531) 4,713,327 532,523 10/1/2020 4,713,327 (352,945) (179,578) 4,360,382 532,523 10/1/2021 4,360,382 (366,392) (166,131) 3,993,989 532,523 10/1/2022 3,993,989 (380,352) (152,171) 3,613,638 532,523 10/1/2023 3,613,638 (394,843) (137,680) 3,218,794 532,523 10/1/2024 3,218,794 (409,887) (122,636) 2,808,908 532,523 10/1/2025 2,808,908 (425,503) (107,019) 2,383,404 532,523 10/1/2026 2,383,404 (441,715) (90,808) 1,941,689 532,523 10/1/2027 1,941,689 (458,544) (73,978) 1,483,145 532,523 10/1/2028 1,483,145 (476,015) (56,508) 1,007,130 532,523 10/1/2029 1,007,130 (494,151) (38,372) 512,978 532,523 10/1/2030 512,978 (512,978) (19,544) (0) 532,523 EXHIBIT 2 SCHEDULE OF PERFORMANCE Page 7 SCHEDULE OF PERFORMANCE CAPITAL IMPROVEMENT PROGRAM I — 5 Years 5 — 10 Years 10 — 15 Years Downtown Parking X Downtown Street Lights Project X Main Street Infrastructure/Streetscape lmprvmts 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 5 TH Street Development X 6 th @ PCH — parking/removal of billboard sign X 7 th @ PCH — parking/housing/retail X Waterfront Section 108 X X X Administrative Staff costs X X X Council/Agency Meeting Held� I—,W-A011 Deferred/Continued to: "�(Agproyed LJ Conditio =IyAp r5ved Ll Denied Clok's Sig#ure Z_- Council Meeting Date: 1/28/2011 Department ID Number'. ED 11-05 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL/REDEVELOPM ENT AGENCY ACTION SUBMITTED TO: Honorable Mayor/Chair and City Council/Redevelopment Agency Members SUBMITTED BY: Fred A. Wilson, City Manager/Executive Director PREPARED BY: Stanley Smalewitz, Director of Economic Development/Deputy Executive Director Lori Ann Farrell, Director of Finance SUBJECT: Adopt Resolutions for a Cooperation Agreement between the City of Huntington Beach and the City of Huntington Beach Redevelopment Agency for Funding of Specified Public Infrastructure Improvements and Affordable Housing Projects -1 Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Staff recommends that the City Council and the Redevelopment Agency Board adopt respective Resolutions approving a Cooperation Agreement between the City of Huntington Beach (the "City") and the City of Huntington Beach Redevelopment Agency (the "Agency") relating to the funding of specified public infrastructure improvements and affordable housing projects. Funding Source: The Cooperation Agreement provides for funding of specified projects from future Redevelopment Agency tax increment funding. Recommended Action: Motion to: -4/ REQUEST FOR COU NCI L/REDEVELOPM ENT AGENCY ACTION MEETING DATE: 1/28/2011 DEPARTMENT ID NUMBER: ED11-05 A. Adopt City Council Resolution No. 2011 - 07, "A Resolution of the City Council of the City of Huntington Beach Approving a Cooperation Agreement and making certain determination and findings related thereto"; B. Adopt Redevelopment Agency Resolution No. 387, "A Resolution of the Redevelopment Agency of the City of Huntington Beach approving a Cooperation Agreement and making certain determinations and findings related thereto"; and C. Authorize the Mayor/Redevelopment Chair, City Manager/Executive Director, and City/Agency Clerk to execute any and all documents. Alternative Action(s): Do not approve the Resolutions and provide direction to staff. Analysis: On January 10, 2011, Governor Brown proposed to eliminate local redevelopment agencies by July 1, 2011. His proposal abolishes local redevelopment in the following manner: - Statutory elimination of redevelopment agencies that will protect obligations for existing projects and will divert $1.7 billion to the State's General Fund in 2011-12 for Medi-Cal and trial courts. There will be $210 million leftover for distribution to schools, cities, and counties, according to their proportionate share of current property tax. - In subsequent budget years, after deducting for existing debt obligations, the remaining tax increment property tax will go to the cities, counties, and schools. There will be a $50 million exception in the amount currently going to enterprise special districts which are fee supported - this will go to counties. Please note that this will result in a significant reduction in the amount of total property tax revenue receives by the City. Currently, the City received 100% of the base tax increment, after pass-throughs for redevelopment activities. Under the new proposal, the City would receive approximately 18% of that amount for general purposes reducing annual funding dramatically from approximately from $20 million to $3.6 million. - The current balances in redevelopment agencies housing set -aside funds will be shifted to local housing authorities. - A constitutional amendment to provide for 55-percent (55%) voter approval for local, limited tax increases and bonding against local revenues for economic development projects similar to those currently funded through redevelopment. Existing agencies will be required to cease creation of new obligations. - The local governmental entity will be required to designate a successor agency to be responsible for retiring current redevelopment debt obligations in accordance with existing payment schedules. -2- 1126/2011 9:48 AM REQUEST FOR COU NCILIREDEVELOPM ENT AGENCY ACTION MEETING DATE: 1128/2011 DEPARTMENT ID NUMBER: ED 11-05 The Legislative Analyst's Office (LAO) is responsible for providing an analysis of the Governor's proposed budget. In referencing the Governor's proposal to eliminate redevelopment agencies, the LAO recognizes that developing the statutory measures to implement the elimination of redevelopment agencies is a complex proposal that will take considerable work by the Legislature. Accordingly, the LAO is recommending that the Legislature pass urgency legislation as soon as possible prohibiting redevelopment agencies, during this period of legislative review, from taking actions that increase their debt. Specifically, the urgency legislation would prohibit redevelopment agencies from: (1) Taking on any new debt that would be included on their Statement of Indebtedness: the statement that identifies redevelopment agency debt and makes the agency eligible for property tax revenues; or (2) Creating, amending, or extending any redevelopment project areas. This approach would preserve the Legislature's options as it reviews the administration's proposal, but would not have a lasting effect on redevelopment agencies if the Legislature elects not to adopt it. The budget proposal indicates that the State does not intend to impair existing redevelopment agency obligations to current bond holders, lenders and existing contractual obligations. These obligations would continue to be fulfilled by the City if redevelopment agencies are eliminated. The budget also clearly indicates that the State intends to capture all tax increment that redevelopment agencies have not encumbered as of the date such commitments are prohibited. The budget does not discuss the fate of existing agency assets, either bond proceeds or accumulated tax increment receipts that have not been encumbered. There is a clear possibility that these funds would be directed to the City to pay down existing Agency debt obligations; in our case the repayment of bond proceeds, rather than for redevelopment projects. After consultation with Redevelopment Agency counsel, staff is recommending that the City Council and the Redevelopment Agency Board consider entering into a Cooperation Agreement that would be executed and effective prior to the potential urgency State legislation described in the LAO overview. This would allow the City and Redevelopment Agency to agree to use redevelopment funds on a specified schedule, for key redevelopment capital improvement projects in both the Merged and the Southeast Coastal project areas, using future tax increment and unencumbered tax increment. The recommended Cooperative Agreement is one way for the Redevelopment Agency to formalize a debt obligation in advance of the urgency legislation. The Cooperation Agreement would allow the Agency to obligate both existing funds and future property tax increment in both project areas towards the list of public improvement projects that the City would include in its capital improvement plan or other long-term planning documents. These public improvement projects are located in redevelopment project areas and would be owned by the City, except for possible affordable housing projects which can be owned by other parties. -3- 1/26/2011 9:48 AM REQUEST FOR COUNCIL/REDEVELOPM ENT AGENCY ACTION MEETING DATE: 1/2812011 DEPARTMENT ID NUMBER: ED11-05 Here is a partial list of those proposed projects and services, listed in the attachment: Downtown Streetscape Improvements Future Redevelopment Projects on 3 rd and 5 th Streets Capital Projects on Edinger Avenue pursuant to Beach Edinger Specific Plan Improvements to Main Street and Oakview Library Improvements to Lake Street and Murdy Fire Stations Variety of Affordable Housing Projects Strategic Plan Goal: Maintain financial viability and our reserves Environmental Status: An environmental review will be determined Improvement or Affordable Housing Project. Attachment(s): prior to any commencement of the Capital -4- 1/26/2011 9:48 AM ATTACHMENT #1 IL- 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 (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; 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 CRIL. 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 CRIL; 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. ATTEST: rlynn, 54CIerk'_/? REVIEWED AND APPROVED: INITIATED AND APPROVED: Director of Eco-'nomic De Approved as to form: nni f e ArM:��,Ilra ith\,�\C it yAtto rn ey 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 Plan and Public Works — includes Reconstruction of Main Street/5 th Street and Streetscape) Warner/Beach Street Improvements $160,000 (Proposed 50% of State grant match for street widen i ng/sign als) Redevelopment Area — Street/Tree Replacement $1,000,000 (Based upon Street/Tree Petition Listleligible streets) Improvements to Main Street Library $1,250,000 (ADA Bo throomslEle va tor/RooflGen eral Rehab) Improvements to Oakview Library $1,000,000 (RooflPlumbingINew 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 ImprovementslRooflGeneral Rehab) Oakview Childcare Center $300,000 (Exterior Bathrooms/ADA Improvements) Oakview Sports Field Lighting $750,000 (Lights on Cityfield) 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 $ 75,0001unit) 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 unitslDeveloper request $100, 0001unit) Main/Ellis/Delaware $1,500,000 (proposed new unitsfor sale — 5 new unitsl$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 progromfor 10 years at $500,000 year) Pacific City $14,400,000 (Required 81 units - 48 moderate on -site ownership at $300.,0001unit) Dairyview $200,000 (OPA with 4 units relocationliong term covenants) ECONOMIC DEVELOPMENT Main Promenade Parking Structure Bond Repayment $5,137,000 5 TH Street Development $4,000,000 (Proposed OPA with property owners to increase parking and assist in acquisition) 6 1h @ PCH — parking/removal of billboard sign $2,500,000 (OPA with Property owner to increase parkinglossist affordable housing) 7 th @ PCH — parking/housing/retail $1,500,000 (OPA with Property owner to increase parkinglassist 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 TotalPayout 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 TotalPayout 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 Downtown Parking Downtown Street Lights Project Main Street Infrastructure/Streetscape Imprvmts Warner/Beach Street Improvements Redevelopment Area — Street/Tree Replacement Improvements to Main Street Library Improvements to Oakview Library Seismic Upgrades Murdy Fire Station Rehabilitation to Lake Street Fire Station Pedestrian Bridge Enhancements Oakview Community Center Enhancements Oakview Childcare Center Oakview Sports Field Lighting Gothard Street Reconstruction Edinger Avenue Reconstruction Slater Avenue Reconstruction Hamilton Avenue Reconstruction AFFORDABLE HOUSING Huntington Yorba (at -risk) Beach/Warner Beach/Ellis Edinger/Gothard Main/Ellis/Delaware Beach/Ellis/Main Oakview Mixed Use Building/Koledo First Time Homebuyers Program Pacific City Dairyview ECONOMIC DEVELOPMENT Main Promenade Parking Structure Bond 5 TH Street Development 6 th @ PCH — parking/removal of billboard sign 7 th @ PCH — parking/housing/retail Waterfront Section 108 Administrative Staff costs 1 — 5 Years 5 — 10 Years 10 — 15 Years X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X 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. l(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 perforrii 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 I 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. 1. 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 1. 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. 11. 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. 111. CITY'S OBLIGATIONS I . 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 (i) reimbursing the City or using such funds to make City expenditures to perform the work required to carry out and complete the Projects; (11) 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 I . This Agreement shall be executed in triplicate originals, each of which is deemed to be an original. This Agreement consists of _ U 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 4 of 6 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: Vity Clerk [Signatures continue on the following page] Cooperation Agreement Page 5 of 6 Attest: REDEVELOPMENT AGENCY OF THE CITY OF By: OA&j 65�- jjv94 Uecretary U APPROVED AS TO FORM: B : — W (! lity Att&ney APPROVED AS TO FORM: Kane Ballmer & Berkman By: Agency Special Counsel Cooperation Agreement Page 6 of 6 W"Z14,11 cy Chair Attest REDEV ELOPMENT AGENCY OF THE CITY OF M Secretary FEW I a a asyj 0 9101-M By: City Attorney mamas I'm INUM"MIRMWOM , I By: Agency Special Cm4sel M. Cooperation Agreement RAPe 6 of 6 Agency Chair EXHIBIT 1 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 Streetl5'h Street and Streetscape) Warner/Beach Street Improvements $160,000 (Proposed 50% of State grant match for street widen ing/signals) Redevelopment Area — Street/Tree Replacement $1,000,000 (Based upon StreetlTree Petition Listleligible streets) Improvements to Main Street Library $1,250,000 (ADA BothroornslElevator/RooflGeneral Rehab) Improvements to Oakview Library $1,000,000 (RooflPlumbingINew ElectricallGenerol 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 ImprovementsIRoofIGenerol Rehab) Oakview Childcare Center $300,000 (Exterior BothroomsIADA Improvements) Oakview Sports Field Lighting $750,000 (Lights on Cityfield) 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-riskfamily project 181 units leverages at $75,0001unit) 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 unitslDeveloper request $100,0001unit) Main/Ellis/Delaware $1,500,000 (proposed new unitsforsale — 5 new unitsl$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 $300,0001unit) Dairyview $200,000 (OPA with 4 units relocation/long term covenants) ECONOMIC DEVELOPMENT Main Promenade Parking Structure Bond Repayment $5,137,000 5 TH Street Development $4,000,000 (Proposed OPA with property owners to increase parking and assist in acquisition) 6 th @ PCH — parking/removal of billboard sign $2,500,000 (OPA with Property owner to increase porkinglassist affordable housing) 7 th @ PCH — parking/housing/retail $1,500,000 (OPA with Property owner to increase porkinglassist 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 TotalPayout 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 Downtown Parking Downtown Street Lights Project Main Street Infrastructure/Streetscape Imprvmts Warner/Beach Street Improvements Redevelopment Area — Street/Tree Replacement Improvements to Main Street Library Improvements to Oakview Library Seismic Upgrades Murdy Fire Station Rehabilitation to Lake Street Fire Station Pedestrian Bridge Enhancements Oakview Community Center Enhancements Oakview Childcare Center Oakview Sports Field Lighting Gothard Street Reconstruction Edinger Avenue Reconstruction Slater Avenue Reconstruction Hamilton Avenue Reconstruction AFFORDABLE HOUSING Huntington Yorba (at -risk) Beach/Warner Beach/Ellis Edinger/Gothard Main/Ellis/Delaware Beach/Ellis/Main Oakview Mixed Use Building/Koledo First Time Homebuyers Program Pacific City Dairyview ECONOMIC DEVELOPMENT Main Promenade Parking Structure Bond 5 TH Street Development 6th @ PCH — parking/removal of billboard sign 7 th @ PCH — parking/housing/retail Waterfront Section 108 Administrative Staff costs 1 — 5 Years 5 — 10 Years 10 — 15 Years X X X X X X X X X X X X X X X LVI X X X X X X X X X X X X X X X F 19 X X X *51 X X X X X X X Res. No. 2011-07 STATE OF CALIFORNIA COUNTY OF ORANGE ss: CITY OF HUNTINGTON BEACH 1, 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 CiW Clerk and ex-officioUlerk of the City Council of the City of Huntington Beach, California ATTACHMENT #2 RESOLUTION NO. 387 A RESOLUTION OF THE REDEVELOPMENT AGENCY 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 (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 N6. 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 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 (Exhibit 4), 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 CRIL 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 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 Agency 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 Agency hereby finds and determines that the foregoing recitals are true and correct. NOW THEREFORE , the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: Section 1. Based on the evidence in the record, the Agency hereby finds and determines, with respect to the Projects that are publicly owned and are located inside or contiguous to the respective project area, 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 CRIL. Section 2. Based on the evidence in the record, the Agency 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 CRIL. Section 3. The Agency 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 Agency is hereby approved, a copy of which is on file with the Secretary of the Agency. Section 5. The Agency Executive Director, or designee, is hereby authorized to execute the Agreement on behalf of the Agency, together with such non -substantive changes and amendments as may be approved by the Agency Executive Director and Agency Special Counsel. Section 6. The Agency Executive Director, or designee, is hereby authorized, on behalf of the Agency, to sign all documents necessary and appropriate to carry out and implement the Agreement, and to administer the Agency'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 CRIL; 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 Redevelopment Agency of the City of Huntington Beach at a special meeting thereof held on the 28thday of January201 1. Attest: By: OAAV�') o�- i___1 Uecretary REVIEWEP. APPROVED: Z,Af ExecVi I D/rector APPROVED AS TO FORM: By: (_ _Ancy Cousdl INITIATED AND APPROVED: Deputy Execu Section 5. The Agency Executive Director, or designee, is hereby authorized to execute the Agreement on behalf of the Agency, together with such non -substantive changes and amendments as may be approved by the Agency Executive Director and Agency Special Counsel. Section 6. The Agency Executive Director, or designee, is hereby authorized, on behalf of the Agency, to sign all documents necessary and appropriate to carry out and implement the Agreement, and to administer the Agency'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 eff ect immediately upon its adoption. PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a special meeting thereof held on the — day of 2011 � am By: . ...... . . . . ....... ___ . ...... ... ....... Secretary REVIEWED AND APPROVED: Executive Director By: Agency Coun W1, 'M�TMI %_7 I ZJ I " 6 L_ i It iL-,-w I- v L-L-%-f I IV I L-I 14 1 AGENCY 0 . .. . ...... Deputy Executive Director 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 Plan and Public Works — includes Reconstruction of Main Streetl5th Street and Streetscape) Warner/Beach Street Improvements $160,000 (Proposed 50% of State grant match for street widen i ng/signa Is) Redevelopment Area — Street/Tree Replacement $1,000,000 (Based upon Street/Tree Petition Listleligible streets) Improvements to Main Street Library $1,250,000 (ADA Ba throomslEle va tor/RooflGen eral Rehab) Improvements to Oakview Library $1,000,000 (RooflPlumbingINew ElectricallGeneral 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 improve men tsIR ooflGen eral Rehab) Oakview Childcare Center $300,000 (Exterior Bathrooms/ADA Improvements) Oakview Sports Field Lighting $750,000 (Lights on Cityfield) 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-riskfamily project 181 units leverages at $75,0001unit) 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 unitslDeveloper request $100, 0001unit) Main/Ellis/Delaware $1,500,000 (proposed new unitsforsole — 5 new unitsl$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 $300,0001unit) Dairyview $200,000 (OPA with 4 units relocation1long term covenants) ECONOMIC DEVELOPMENT Main Promenade Parking Structure Bond Repayment $5,137,000 5 TH Street Development $4,000,000 (Proposed OPA with property owners to increase parking and assist in acquisition) 6 th @ PCH — parking/removal of billboard sign $2,500,000 (OPA with Property owner to increase porkinglassist affordable housing) 7 th @ PCH — parking/housing/retail $1,500,000 (OPA with Property owner to increase porkinglassist 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 Payment Date Beginning Balance Principal Interest Ending Balance Total Annual 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 TotalPayout 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 Downtown Parking Downtown Street Lights Project Main Street Infrastructure/Streetscape Imprvmts Warner/Beach Street Improvements Redevelopment Area — Street/Tree Replacement Improvements to Main Street Library Improvements to Oakview Library Seismic Upgrades Murdy Fire Station Rehabilitation to Lake Street Fire Station Pedestrian Bridge Enhancements Oakview Community Center Enhancements Oakview Childcare Center Oakview Sports Field Lighting Gothard Street Reconstruction Edinger Avenue Reconstruction Slater Avenue Reconstruction Hamilton Avenue Reconstruction AFFORDABLE HOUSING Huntington Yorba (at -risk) Beach/Warner Beach/Ellis Edinger/Gothard Main/Ellis/Delaware Beach/Ellis/Main Oakview Mixed Use Building/Koledo First Time Homebuyers Program Pacific City Dairyview ECONOMIC DEVELOPMENT Main Promenade Parking Structure Bond 5 TH Street Development 6th @ PCH — parking/removal of billboard sign 7 th @ PCH — parking/housing/retail Waterfront Section 108 Administrative Staff costs 1 — 5 Years 5 — 10 Years 10 — 15 Years X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X EXHIBIT 4 ACKNOWILEDGEMENTS Redevelopment Agency Board Chair CATHY GREEN Vice -Chair JILL HARDY Members KEITH BOHR JOE CARCHIO GIL COERPER DON HANSEN DEVIN DWYER FRED A. WILSON Executive Director STANLEY SMALEWITZ Deputy Executive Director Staff KELLEE FRITZAL Deputy Director of Economic Development LUIS GOMEZ Economic Development Project Manager DORIS POWELL Assistant Project Manager Huntington Beach Redevelopment Project 2010 — 2014 Implementation Plan Page I PLAN PURPOSE This is the Five Year Implementation Plan (Implementation Plan) for the Huntington Beach Redevelopment Project (Project Area) covering the period of fiscal years 2009/10 to 2013/14. This Implementation Plan complies with California Redevelopment Law (Health and Safety Code Section 33490), which requires redevelopment agencies to maintain (initiate and update each five years thereafter) an implementation plan describing the steps and expenditures an agency will take to achieve its redevelopment goals. This Implementation Plan describes the goals and objectives of the Huntington Beach Redevelopment Agency (Agency), which were established to eliminate blight within the Project Area. It also describes past, current, and future projects and programs implemented to meet Agency goals and objectives; and anticipated Agency expenditures needed to facilitate those projects and programs described herein. Agency goals and objectives are as follows: • Eliminate physical and economic blight in the Project Area; • Assist in business retention and attraction efforts to create jobs for residents; • Create and preserve affordable housing in the Project Area; • Renew and create economic activity within the Project Area; and • Capitalize on the characteristics and resources unique to the area. This Implementation Plan is intended to act as a general document that provides direction to the Agency to address blighting conditions that remain in the Project Area. The Implementation Plan sets Agency priorities for the coming five-year period, while accounting for budget constraints in developing a program of activities to accomplish revitalization efforts. As new issues and redevelopment opportunities arise during the five-year period, the Implementation Plan may be amended, as necessary. Implementation Plan Adoption Process Each Implementation Plan must be presented and adopted at a duly noticed public hearing of the Agency. Notice of Implementation Plan adoption must be published pursuant to Section 6063 of the Government Code, mailed at least three weeks in advance to all persons and agencies that have requested notice, and posted in at least four permanent places within the Project Area for a period of three weeks. Publication, mailing, and posting shall be completed not less than 10 days prior to the date set for hearing. Implementation Plan Amendment and Midterm Review The Agency may amend the Implementation Plan at any time after conducting a public hearing on the proposed amendment. The Agency may amend the Implementation Plan if a new project or program is developed during the five-year Implementation Plan period that is not currently included in this document. Huntington Beach Redevelopment Project 2009 - 2014 ImRiementation Plan Page 2 Also, pursuant to Health and Safety Code Section 33490 (c), at least once within the five-year term of the Implementation Plan, the Agency must conduct a public hearing and allow testimony from all interested parties regarding the status of the Implementation Plan. This hearing must take place no earlier than two years and no later than three years after the adoption of the Implementation Plan. Affordable Housing Requirements Not Included in this Implementation Plan The documentation of affordable housing requirements within the Project Area is being prepared and approved by the Agency under a separate document, which will be incorporated into this Implementation Plan via reference. The "Affordable Housing Strategy" for the Project Area satisfies the requirements of Sections 33334.2, 33334.4, 33334.6, 33413 (a), and 33413 (b) of the Health and Safety Code. The Affordable Housing Strategy summarizes the Agency's housing obligations pursuant to the legal requirements of AB 1290, AB 315, AB 437, AB 637, and SB 701 for the 2009/10 - 2013/14 planning period. Implementation Plan is Not a "Project" Under CEQA Pursuant to Section 33490 (a)(1)(B) of the Health and Safety Code, the Implementation Plan does not constitute a project within the meaning of Section 21000 of the Public Resources Code (the California Environmental Quality Act [CEQA]). This Implementation Plan does not constitute an approval of any specific program, project, or expenditure nor does it eliminate the requirement for CEQA review (to the extent that it is required) at the time of approval of the program, project, or expenditure. • In 1982, the Agency adopted four (4) separate redevelopment areas: Main -Pier, Talbert - Beach, Yorktown -Lake, and Oakview. The primary purpose of the original redevelopment plans for these areas was to eliminate blight by encouraging revitalization activities within the project areas. • In 1983, the redevelopment plan for the Main -Pier Project Area was amended to expand the Main -Pier Project Area boundaries. • In 1984, the Agency adopted the Huntington Center Redevelopment Area (Bella Terra Area). • In December 1996, the Agency merged the five (5) previously identified redevelopment project areas to form a single project area entitled the Huntington Beach Redevelopment Project, which consists of a total of 619 acres. Huntington Beach Redevelopment Project 2009 — 2014 Implementation Plan Page 3 A Description of each Subarea is provided below: 1. The 25-acre Talbert -Beach Subarea was adopted on September 20, 1982, by Ordinance No. 2577. At its adoption, this Subarea consisted of many encyclopedia lots which were small undevelopable parcels under multiple ownerships. The area is now characterized by a balance of industrial and residential development. 2. The 30-acre Yorktown -Lake Subarea was adopted on September 20, 1982, by Ordinance No. 2576. This Subarea consists primarily of single family homes, an apartment complex for seniors, and the City's Civic Center. 3. The original five -block Main -Pier Subarea was adopted on September 20, 1982 by Ordinance 2578. On September 6, 1983, the Redevelopment Plan was amended by Ordinance No. 2634, enlarging the Main -Pier Redevelopment Project Area to approximately 336 acres. The Subarea is located along a portion the City's beach and encompasses the downtown. It is characterized by a mix of residential, retail, office, hotel, and public (i.e. Huntington Beach Pier, City Beach, etc.) uses. 4. The 68-acre Oakview Subarea was adopted on November 1, 1982, by Ordinance No. 2582. This Subarea is predominantly developed with older, multifamily housing that are not up to building codes. 5. The 160-acre Huntington Center Subarea was adopted on November 26, 1984, by Ordinance No. 2743. It is comprised exclusively of commercial uses and contains the former Huntington Center Mall, which has been redeveloped into Bella Terra Mall, a regional lifestyle retail and entertainment center. An OCTA Transit Center is also located within this Project Area. Maps outlining the Subarea boundaries are presented in Exhibits A-E attached to this Implementation Plan. Project Area Time Limits Pursuant to California Redevelopment Law, redevelopment areas are subject to various time limits. The table below summaries the Project Area time limits pertaining to plan effectiveness, eminent domain authority, incurring debt, and repaying debt. Oakview Subarea excludes eminent domain on certain properties (Exhibit D - Redevelopment Plan), Original Main -Pier and Added Main -Pier Subareas excludes eminent domain on property on which any persons legally reside. Huntington Beach Redevelopment Project 2009 — 2014 Imalementation Plan Page 4 U-KK!.k 90111 MUTNIT61 z�� Redevelopment projects are established in order to remove both physical and economic blighting conditions within the Project Area boundaries. Through field surveys and detailed research, the Agency adopted the Project Area boundaries, by first properly documenting the existence of both physical and economic blight within each Subarea. The definition of blight has evolved through State Legislation since the various subareas of the Project Area were first established in 1982. The current physical and economic conditions that cause blight, as stated in Section 33031 of the Health and Safety Code, are described below. In order for a property to be classified as blighted, at least one condition of both physical and economic blight must exist. Physical Bli-ghtin-q Conditions • Buildings in which it is unsafe or unhealthy for persons to live or work. These conditions may be caused by serious building code violations, serious dilapidation and deterioration caused by long term neglect, construction that is vulnerable to serious damage from seismic or geologic hazards, and faulty or inadequate water or sewer utilities. • Conditions that prevent or substantially hinder the viable use or capacity of buildings or lots. These conditions may be caused by buildings of substandard, defective, or obsolete design or construction given the present general plan, zoning, or other development standards. • Adjacent or nearby incompatible land uses that prevent the development of those parcels or other portions of the project area. • The existence of subdivided lots that are in multiple ownership and whose physical development has been impaired by their irregular shapes and inadequate sizes, given present general plan and zoning standards and present market conditions. Economic Blightin. q Conditions • Depreciated or stagnant property values. • Impaired property values, due in significant part, to hazardous wastes on property where the agency may be eligible to use its authority as specified in Article 12.5 (commencing with Section 33459). • Abnormally high business vacancies, abnormally low lease rates, or an abnormally high number of abandoned buildings. • A serious lack of necessary commercial facilities that are normally found in neighborhoods, including grocery stores, drug stores, and banks and other lending institutions. • Serious residential overcrowding that has resulted in significant public health or safety problems. As used in this paragraph, "overcrowding" means exceeding the standard referenced in Article 5 (commencing with Section 32) of Chapter 1 of Title 25 of the California Code of Regulations. • An excess of bars, liquor stores, or adult oriented businesses that has resulted in significant public health, safety, or welfare problems. • A high crime rate that constitutes a serious threat to the public safety and welfare. Huntington Beach Redevelopment Project 2009 - 2014 lmr2lementation Plan Page 5 State Redevelopment Law characterizes inadequate public improvements (including water and sewer facilities) as blight when the aforementioned conditions are present. The Implementation Plan must include a description of remaining blight in the project area and how the Agency plans to address those conditions. During the preparation of this Implementation Plan, a blight survey was conducted to identify physical and economic blighting conditions in the Project Area. The following blight remains in the project areas: • Deterioration and dilapidation of buildings; • Unsafe building conditions caused by buildings not seismically retrofitted; • Irregular subdivision of lots (shapes and sizes) that impairs physical development of the lots; • Buildings with substandard and obsolete design that hinder the viable use or capacity of buildings or lots; • High crime rates relative to other areas of the City; and • Inadequate public improvements. Redevelopment Agencies often find that blighting conditions on properties outside of the Project Area are affecting the success of blight elimination within a redevelopment project area. To determine other areas within the City (many are adjacent to the Project Area) that exhibit physical and economic blighting conditions the Agency undertook a preliminary feasibility study to analyze blight. A blight survey was conducted, which identified approximately 139 acres exhibiting the following physical and economic blighting conditions: • Unsafe and unhealthy building conditions caused by buildings built prior to 1971 that were not seismically retrofitted to address liquefaction conditions that exist on the property; • Deterioration and dilapidation of exterior building materials; • Buildings with substandard and obsolete design that hinder the viable use or capacity of buildings or lots; • Declining and stagnant property values; and • Other factors causing physical and economic blight. These blighted properties could have a negative effect on the redevelopment actions occurring within the Project Area. Therefore, the Agency is moving forward with the tasks necessary to accomplish a Plan Area Amendment, which could potentially increase the Project Area by up to 139 acres. Huntington Beach Redevelopment Project 2009 — 2014 Implementation Plan Page 7 ��QIMAQ I 912:01ciz? 1-1 JAM Since the inception of the Project Subareas, the Agency has aggressively sought to eliminate blight within the Project Area through the implementation of various projects and programs. This section outlines the Agency's past, current, and future efforts to meet the Project Area's goals and objectives geared toward eliminating blight in the Project Area. The following table provides a summary of the Agency's goals and the blighting factors on which the Agency focuses when developing projects and committing expenditures: GOALS AND BLIGHT CATEGORIES GOALT WV1 "K CATEGORY, 6. 16110 1 Eliminate and prevent the spread of conditions of blight. 2 Expand the commercial base of the Project Area. 3 Improve public facilities and public infrastructure. 4 Improve inadequate drainage infrastructure. Improve and/or provide electric, gas, telephone, and wastewater infrastructure to both 5 developed and undeveloped properties within the Project Area. 6 Promote local job opportunities. Encourage the cooperation and participation of residents, businesses, businesspersons, 7 public agencies, and community organizations in the redevelopment/revitalization of the Project Area. Implement design and use standards to assure high aesthetic and environmental quality, and 8 provide unity and integrity to developments within the Project Area. Address parcels of property that are of irregular form and shape, are inadequately sized for 9 property usefulness and development, and/or are held in multiple ownership. Remove impediments to land disposition and development through the assembly of property 10 into reasonably sized and shaped parcels served by improved infrastructure and public Ifacilities. Recycle and/or develop underutilized parcels to accommodate higher and better economic 11 uses while enhancing the City's financial resources. 12 Develop housing opportunities for all income levels. -BLIGHT Wtv&e 4,LIGHTING FA& .1ZATAPPRY, 07777171­77' A Serious deterioration and dilapidation of buildings. B Unsafe building conditions caused by buildings not seismically retrofitted. C Irregular subdivision of lots (shapes and sizes) that impairs physical development of the lots. Buildings with substandard and obsolete design that hinder the viable use or capacity of D buildings or lots. E Nigh c ime rates relative to other areas of the City. F 11nadequate public improvements. Huntington Beach Redevelopment Project Past Projects and Programs The following projects highlight the past efforts bxaddress the goals ofthe Agency and PROJECTS ACCOMPLISHED FROM 2005-2009 Waterfront Project - Hyatt Resort & Spa Waterfront Project - William Residential Waterfront Project - Christopher Waterfront Residential CIM Project Property Acquisition of 7872 Parcel Number: 142-081-28) Details regarding each of the above stated projects are provided in the following pages: Huntington Beach Redevelopment Project 2009 - 2014 Implementation Plan Page 16 FUTURE PROJECTS AND PROGRAMS The following projects and programs highlight the Agency's future efforts to address the goals for redeveloping the Project Area: FUTURE PROJECTS '4- PROJEC 'T GOALS _'ADDR iSSED BLIGHT "EST7. 'AmbuN'T Redevelopment Plan Amendment 1,2,6,7 & 8 A, B, C, D, E & F $200,000 Undergrounding of Utilities 1,3,5 & 6 F Agency Staff Oversight Provided Waterfront Project - Parcel C 1, 2,3,6, 10 & 11 F Agency Staff Oversight Provided Bella Terra - Phase 11 1, 2, 3, 6, 8,10,11 & A, D & E Agency Staff 12 Oversight Provided Atlanta/Beach Center 1, 2, 3, 6, 8, 10 & 11 A, B, D & E To Be Determined Edinger Hotel 1,2,3,6,8, 10&11 F To Be Determined Pacific City - 31 -Acre Site 1, 2,3,6,8, 10, 11 & C & F $5.5 Million 12 Agency Property Acquisition 8,9,10, 11 & 12 A, B, C, D, E & F To Be Determined Business Retention/Property Upgrades 8,9,10 & 11 A, B, D & E To Be Determined Funded through the Public Facilities Improvements 3,5 & 6 F Agency's Capital I I I Improvement Program Details regarding each of the above stated projects are further provided below: Redevelopment Plan Amendment • The Redevelopment Plan Amendment is a study of commercial parcels including shopping centers and strip malls throughout the City to address physical and economic blighting conditions to remediate the long term effects of neglected property upgrades that have impacted the economic viability of these shopping centers. • The Redevelopment Plan Amendment process is anticipated to be completed in late 2010/11. • Agency staff estimates that bids for redevelopment, mapping and environmental consulting services will total approximately $200,000 with approximately $120,000 expended in 2009/10 and $80,000 expended in fiscal year 2010/11 toward the work conducted to accomplish the Redevelopment Plan Amendment. • The goal is to add commercial properties that exhibit conditions of physical and economic blight to the Project Area so that the economic tools available through redevelopment can be used to eliminate these conditions. Huntington Beach Redevelopment Project 2009 - 2014 Implementation Plan Page 20 Public Facilities Improvements • Street and alley improvements in the Main -Pier Subareas. • Street light replacement in the Main -Pier Subareas. • Construction of beach restrooms. • Improvement to the storm drains to address capacity issues within the existing drainage� system serving the Oakview Subarea. The project to include construction of new parallel storm drain lines, installing manholes, junction and transition structures, and enclosed storm drain box culvert. The Agency adopts its budget on an annual basis; as such actual revenues and expenditures may differ from those forecasts presented in the Implementation Plan and are therefore subject to change. Projections of revenues and expenditures contained within this Implementation Plan were based upon the assumptions delineated below: Cash Flow General Assumptions 1 . Resources available to the Agency include net tax increment revenues, Agency identified miscellaneous revenues and interest income. 2. Current Debt Service Obligations — includes the annual debt service for the 1999 and 2002 Tax Allocation Bonds, as well as participation obligations and loan repayments from Agency -identified project activities. 3. Administration and Other Requirements — Administrative costs and other expenditures related to Agency operations were based upon current operational expenses. 4. State Budget Take Away - The California State Legislature and Governor approved budget bill ABX4-26 as part of the 2009 State budget which authorizes a $2.05 billion take from local redevelopment funds. The Project Area Supplemental Educational Revenue Augmentation Fund (SERAF) takeaway is estimated at $5,374,000 for FY 2009-10 and $1,106,000 for FY 2010-11. In order to make the payment, the Redevelopment Agency has been allowed to suspend all of its required 20% allocation to its low and moderate income housing fund. The 20% portion of the payment will be repaid in equal payments by June 30, 2015. 5. City General Fund Repayment — The Agency assumes that the outstanding indebtedness to the City General Fund will be repaid annually with a repayment schedule that increases approximately 2% annually. 6. Discretionary Expenditures - To the extent future tax increment revenue resources continue to be allocated to the Agency and exceed existing debt service, contractual obligations, projects and administrative costs, the cash flow projection assumes that the Agency will exercise its discretion in funding other future projects, programs or activities of benefit to the Project Area through FY 2013-14. Huntington Beach Redevelopment Project 2009 - 2014 Implementation Plan Page 21 Tax Increment Revenue General Assumptions 1 . The current FY 2008-09 tax increment revenue, as disbursed by the Orange County Auditor -Controller, provide the basis from which future year tax increment is determined. 2. Future real property (land and improvement) values annually increase as a result of an annual 2% inflation factor (reflecting assumed Proposition 13 growth) commencing in FY 2010-11. 3. The housing set aside of 20% of annual tax increment is reflected pursuant to the provisions of Health and Safety Code Section 33334.2. 4. Tax sharing obligations and triggered statutory pass through payments, pursuant to the provisions of Health and Safety Code Section 33607.7, are incorporated in the tax increment revenue projections, as applicable. Based upon the assumptions listed above, the table below forecasts the Agency budget for fiscal years 2009-10 through 2013-14. General Tax Increment Funds Beginning Cash Balance Revenue Tax Increment Revenue Other Interest and Revenue Expend itu res/Fees SERAF (Supplemental Educational Revenue Augmentation Fund) State Budget Takeaway Loan and Repayment - Housing Fund Housing Set Aside Tax Sharing Agreements and Statutory Pass Through Payments Annual Payments Debt Repayment 1999 Tax Allocation Bonds 2002 Tax Allocation Bonds Agency Administration Expenses Other Debt Expenses Discretionary Expenditures Capital Expenditures City General Fund Repayments I End 1 2011-12 2012-13 2013-14 3,914,000 859,000 366,000 739,000 1,736,000 17,761,000 18,699,000 20,332,000 22,536,000 23,997,000 1,024,000 963,000 969,000 751,000 872,000 18,785,000 19,662,000 21,301,000 23,287,000 24,869,000 5,374,000 1,106,000 -3,552,000 - 888,000 888,000 888,000 - 3,740,000 4,067,000 4,508,000 4,800,000 2,213,000 2,407,000 2,793,000 3,348,000 3,648,000 749,000 747,000 748,000 743,000 747,000 1,622,000 11,622�000 1,636,000 1,641,000 1,638,000 2,935,000 2,431,000 2,515,000 2,604,000 2,641,000 3,504,000 3,536,000 3,567,000 3,597,000 3,630,000 134,000 57,000 115,000 271,000 517,000 4,440,000 - - - - 4,421,000 4,509,000 4,599,000 4,690,000 4,783,000 21.840.000 20.155.000 20.928.000 22.290.000 23,292,000 Huntington Be2ch Redevelopment Project 2009 — 2014 Implementation Pl2n P2qe 23 CONCLUSION Throughout the last five-year period the Agency has focused its efforts on the elimination of economic and physical blight, improving the economic vitality, increasing the economic base, and providing the community with adequate retail and service opportunities within the Project Area. In order to successfully accomplish these efforts the Agency has been working closely with the private sector. The efforts of the Agency resulted in the development of successful public -private partnerships to revitalize the Downtown, the City's beach front areas, as well as the former Huntington Beach Mail (now known as Bella Terra). Bella Terra represents a substantial revitalization project that serves as an entry to the City and created a regional destination for shopping, dining and entertainment. A second phase of Bella Terra will provide a number of different land uses and will link the development to the Edinger and Beach Boulevard Corridor. The Agency plans to achieve the goals set forth in this Implementation Plan by investing in public infrastructure projects, such as the undergrounding of utilities along major corridors which will provide an incentive for investment and new development. The Agency will participate in projects that focus on blight elimination and economic revitalization on parcels that remain blighted within the Project Area. ACKNOWLEDGEMENTS Redevelopment Agency Board Chair DEBBIE COOK Vice -Chair KEITH BOHR Members JOE CARCHIO GIL COERPER CATHY GREEN DON HANSEN JILL HARDY PENNY CULBRETH-GRAFT Executive Director STANLEY SMALEWITZ Economic Development Director Kellee Fritzal Deputy Economic Development Director Doris Powell Assistant Project Manager Southeast Coastal Project Area Five Year Implementation Plan (2007-08 to 2011-12) This Five -Year Implementation Plan ("Implementation Plan" or "Plan") describes specific goals and objectives of the Huntington Beach Redevelopment Agency ("Agency"), specific proposed programs including potential projects, estimated expenditures proposed to be made during the next five years, and an explanation of how the goals and objectives, programs, and expenditures will eliminate blight within the Southeast Coastal Redevelopment Project Area ("Project Area"). Pursuant to Section 33490(a) of the Health and Safety Code, California Community Redevelopment Law ("Law"), all redevelopment plans adopted on or after January 1, 1994 must include an implementation plan that is to be updated every five years. This Implementation Plan conforms to the requirements of Section 33490 of the Law and replaces the previous Five -Year Implementation Plan, which covered fiscal years 2002-03 through 2006-07. This Implementation Plan is the second five year plan completed by the Agency and must be adopted before December 31, 2007. Amendments to the Plan may be made at this time, or any time after a noticed public hearing. The Project Area was established to upgrade and revitalize a 172-acre area in southeast Huntington Beach. The Project Area includes the AES Power Generating Facility, the Ascon landfill site, a fuel oil storage facility (tank farm), and other industrial as well as open space uses. The Project Area time limitations are as follows: Adopting Ordinance Southeast Coastal Ord. 3561 Eminent Domain Authorily June 17, 2014 Bonded Indebtedness Amount $50 million outstanding at any time Adoption Date Termination Date June 17, 2002 June 17, 2032 Time frame to Incur Indebtedness July 17, 2022 Time frame to Incur Indebtedness June 17, 2047 The Project Area is generally located north of Pacific Coast Highway, south of Hamilton Avenue, east of Newland Street, and west of Magnolia Street. A map depicting the boundaries of the Project Area is presented in Exhibit A. Southeast Coastal Project Area Five Year Implementation Plan (2007-08 to 2011-12) 3 The City of Huntington Beach ("City") has focused on the revitalization and proactive planning of the Southeast section of the City. The City Council created the Southeast Area Committee ("SAC") in December 2000, which consists of a three member subcommittee of the City Council. The SAC provides a forum for citizens and City employees to discuss the issues and projects to improve the southeast area of the City. The SAC was instrumental in the formation of the Southeast Coastal Redevelopment Plan and continues to provide guidance on issues affecting the Project Area. The Agency adopted the Redevelopment Plan for the Project Area to address the environmental impacts of the closed Ascon landfill, and assist in creating a more efficient, less visually obtrusive AES Power Generating Facility or guide the future use of the site if the plant is no longer needed. ASCON LANDFILL SITE The City has been pursuing environmental remediation and reuse of the contaminated Ascon landfill site ("Ascon landfill" or "Landfill"), which is located at the southwest corner of Magnolia Street and Hamilton Avenue. This 38-acre site operated as an active landfill for 46 years and suffers from severe contamination. Contamination on the site can be attributed to both oil drilling operations and landfill operations. The Department of Toxic Substances Control ("DTSC") has identified drilling muds, wastewater brines, chromic acid, sulfuric acid, aluminum slag, fuel oils, and styrene at the Landfill. Remediating the site is very costly and some of the parties responsible for the contamination issues have refused to participate in the remediation planning and implementation. However, the site's environmental conditions are being addressed by several other parties under agreements with the California Department of Toxic Substances Control. AES Huntington Beach Generating Station The AES Generating Station was another major reason the Agency adopted the Redevelopment Plan for the Project Area. The AES Power Generating Facility ("AES Facility" or "AES") consists of 12-acres at 21730 Newland Street near the southeast corner of Newland Street and Pacific Coast Highway. The Facility is only approximately 600 feet from the Pacific Ocean and represents a major source of air pollution in the Project Area and a visual impediment in the Project Area. Despite approximately $150 million in necessary improvements to expand the Facility's capacity in 2001, the Facility is inefficient and continues to create significant air pollution. The environmental issues present on these two properties were the main reason for adopting the Project Area. These properties have also had a significant negative impact on the assessed values for single family homes, commercial and industrial properties within the immediate vicinity. The impact of these properties is especially evident when the assessed values of similar coastal properties are compared to the properties immediately surrounding the Landfill and the AES Facility. PROJECT AREA GOALS AND OBJECTIVES This Implementation Plan is created to eliminate physical and economic blight, create affordable housing, and address environmental concerns in the Project Area. The Project Area's Redevelopment Plan identified the following goals that would remediate blight in the Project Area once accomplished: Southeast Coastal Project Area Five Year IrnDlernentation Plan (2007-08 to 2011-12) 4 GOAL 1: To assist with screening, design, or environmental improvements to mitigate impacts on adjoining neighborhoods and environmentally sensitive areas associated with modernization and reconstruction of the AES power generating plant. GOAL 2: To advance the cleanup of environmentally contaminated properties. GOAL 3: To facilitate the reuse of other Project Area properties including the Edison and tank farm properties, by monitoring and assisting hazardous material cleanup activities and ensuring that any ultimate development is compatible with surrounding neighborhoods and properties. GOAL 4: To facilitate the protection and restoration of environmentally sensitive wetlands in connection with proposed redevelopment activities. GOAL 5: To permit the Agency to assist with park and trail improvements if any Project Area properties are designated for such uses. GOAL 6: Undertake public improvements in, and of benefit to, the project area, such as streets, flood control facilities, and other public facilities. GOAL 7: To ensure that Project Area revenues are pledged to projects that directly benefit the area, and that the Project Area remains separate and distinct from the Agency's existing Huntington Beach Merged Redevelopment Project Area. GOAL 8: To restrict the use of eminent domain to any non -fee ownership interests such as oil and gas leases. GOAL 9: Eliminating blight and environmental deficiencies in the Project Area. GOAL 10: Assembling of land into parcels suitable for modern, integrated development with improved pedestrian and vehicular circulation in the Project Area. GOAL 11: Replanning, redesigning, and developing properties, which are stagnant or improperly utilized. GOAL 12: Increasing, improving, and preserving the community's supply of housing affordable to very low, low and moderate income households. Southeast Coastal Project Area Five Year Implementation Plan (2007-08 to 2011-12) 5 The Agency has implemented projects and activities to eliminate blight in the Project Area and address these goals. The following section will detail specific programs, activities and projects that the Agency has implemented; and that the Agency proposes to implement during this Implementation Plan period (2007-08 to 2011-12). SPECIFIC PROGRAMS AND POTENTIAL PROJECTS The Agency documented blighting conditions in 2002 with the adoption of the Report to Council, which accompanied the Redevelopment Plan for the Project Area. The physical and economic blighting conditions include the following: Unsafe/Unhealthy Buildings: Though operation of the AES Facility has continued to be permitted due to power shortages, excessively high emissions at the AES generating facility pose health risks to surrounding residents and nearby habitat. Factors Hindering the Economically Viable Use of Lots: Two main focus areas for redevelopment that are representative of this blighting condition are the AES Facility and the Ascon landfill. o Due to the energy shortage for the past decade, the AES Facility was unable to proceed with plans to demolish and reconstruct a more efficient power generating facility, and the existing 44 year old plant will remain in operation until 2017, o The Ascon Landfill Site cannot be fully redeveloped until environmental remediation occurs. A Remedial Action Plan is being developed and will be approved by California Department of Toxic Substances Control. Incompatible Uses: The Ascon landfill and AES Facility have a negative effect on residential resale values in the immediate area. Impaired Investments: Due to the presence of the Ascon landfill properties immediately surrounding the Landfill have suffered from lower property values. The Agency developed twelve (12) goals to address these blighting conditions. The Agency has been extremely active in remedying blighting conditions within the Project Area during the previous Five Year Implementation Plan; however, limited tax increment revenue generated within the Project Area has impacted the full implementation of such goals. Goal 1: To assist with screening, design, or environmental improvements to mitigate impacts on adjoining neighborhoods and environmentally sensitive areas associated with modernization and reconstruction of the AES power generating plant. The Agency is working with AES to ensure that landscaping and painting upgrades to the site are accomplished. The landscaping and painting upgrades are expected to be completed by late 2008. Agency financial assistance is not expected for this item. Southeast Coastal Project Area Five Year Implementation Plan (2007-08 to 2011-12) Goal 2: To advance the cleanup of environmentally contaminated properties. Ascon Landfill Site: • The Landfill is listed on the State Superfund list of toxic/hazardous waste sites; however, no State or Federal funds are presently available for environmental remediation of the Landfill. The Agency is working with DTSC and the seven (7) responsible parties to see to the successful implementation of the consent order from January, 2003. This agreement presented a completion schedule for investigation of environmental hazards at the Landfill and remediation. • The remediation of the Landfill is expected to be a Partial Source Removal with a Protective Cap. The construction time for the recommended alternative remedial plan is reported in the Revised Feasibility Study approved by the California Department of Toxic Substances Control in the third quarter of 2007 to take between 27 and 42 months. Remediation work cannot begin until after a Remediation Action Plan and an Environmental Impact Report have been prepared. The departments of Public Works, Fire and Planning are currently reviewing the Feasibility Study for the site. A community meeting will be conducted to present the selected remediation alternative. It is unknown when the cleanup process can begin; however, it is expected that environmental remediation activities will occur throughout the entire five (5) year period of this Implementation Plan. • Agency financial assistance is not expected for this item. Goal 3: To facilitate the reuse of other Project Area properties including the Edison and tank farm properties, by monitoring and assisting hazardous material cleanup activities and ensuring that any ultimate development is compatible with surrounding neighborhoods and properties. The Agency is actively working with Edison to ensure the tanks are sold to a third party operator, and the Agency is also actively coordinating with the Public Utilities Commission to request low usage levels and reasonable controls are established before the plant is transferred to a new operator. The City's Planning Department has requested that certain requirements be in place before Edison demolishes the tanks. Edison is contesting the requirements that are being applied to its demolition permits. The Agency is also assisting with the issues concerning easements for this property. The demolition of the tanks is expected to occur over a 12 month timeframe; however, Edison is contesting the City's requirements for the demolition permit. Completion of demolition and clearing of the site is expected in 2009. Agency financial assistance is not expected for this item. Goal 4: To facilitate the protection and restoration of environmentally sensitive wetlands in connection with proposed redevelopment activities. Wetlands & Wildlife Care Center of Orange County received a $270,000 grant to assist with the construction of a block wall and the landscaped setback area required for the renovation of its facility. The Conservancy expanded its facility for a state-of-the-art wildlife treatment hospital; a recovery ward; flight cages; an education facility; and exhibits. The Agency will continue to work cooperatively with the Wetlands & Wildlife Care Center. Southeast Coastal Project Area Five Year Implementation Plan (2007-08 to 2011-12) 7 The construction of the wall and landscaping has beautified the Pacific Coast Highway frontage and was finished in October 2006. Agency assistance to this project was $270,000. No additional Agency financial assistance is anticipated for this item. Goal 5: To permit the Agency to assist with park and trail improvements if any Project Area properties are designated for such uses. * Orange Coast River Park represents an opportunity for the City to link its parks through a system of trails to other parks and trails throughout the County of Orange. * The anticipated timeline for this item will be ongoing through the five years of this Implementation Plan (2007 to 2011). * An estimate for Agency participation has not been determined. Goal 6: Undertake public improvements in, and of benefit to, the project area, such as streets, flood control facilities, and other public facilities. • The Agency worked cooperatively with Public Works staff to design and bid a sidewalk and pedestrian lighting project on both sides of Magnolia Street. This project will improve the pedestrian environment for Magnolia. The project includes construction of curbs & gutters, sidewalks, and street lighting along Magnolia Street from PCH to the Huntington Beach Channel. • Design was completed in Fiscal Year 05/06; however, construction was delayed due to environmental review process. • An estimate for this project is $560,000. • Project is expected to be completed by 2009. Goal 7: To ensure that Project Area revenues are pledged to projects that directly benefit the area, and that the Project Area remains separate and distinct from the Agency's existing Huntington Beach Merged Redevelopment Project Area. e Agency administrators and City Finance staff have ensured the separate accounting of revenue and expenditures for the Project Area. Goal 8: To restrict the use of eminent domain to any non -fee ownership interests such as oil and gas leases. The Agency's eminent domain policy will be adhered to; and recently, pursuant to Senate Bill 53, the Agency adopted an Ordinance amending the Redevelopment Plan for the Project Area by restating the Agency's policy on the use of eminent domain and the restriction to non -fee ownership interests only. Goal 9: Eliminating blight and environmental deficiencies in the Project Area. The Agency is presently working on projects and programs that will address the blight in the Project Area, specifically: • Unsafe/Unhealthy Buildings, • Factors Hindering the Economically Viable Use of Lots, • Incompatible Uses, and Southeast Coastal Project Area Five Year Implementation Plan (2007-08 to 2011-12) 8 o Impaired Investments. Goal 10:1 Assembling of land into parcels suitable for modern, integrated development with improved pedestrian and vehicular circulation in the Project Area. The Agency will continue to explore opportunities for acquisition of land that can be assembled to create efficient development and will assist with the circulation of residents and visitors through the Project Area. Goal 11:1 Replanning, redesigning, and developing properties, which are stagnant or improperly utilized. The Agency will continue addressing development issues for properties that exhibit impaired investments and are experiencing stagnant property values, such as the Ascon Landfill, after it is remediated. Goal 12: Increasing, improving, and preserving the community's supply of housing affordable to very low, low and moderate income households. The Agency will continue contributing 20% of the Project Area's tax increment revenue to the low to moderate income housing fund for the Agency. No residential uses are located in the Project Area; however based on a finding of benefit the Agency can distribute the low to moderate housing set aside revenue from the Project Area throughout the City. These tax increment revenue projections are conservatively based on a 2% Projected Growth Rate. The "Remaining Balance for Agency Administration and Projects" excludes statutory pass through payments to affected taxing entities. The Agency is projected to receive $202,980 in gross tax increment in Fiscal Year 2007-08. After disbursements to taxing entities and the 20% housing set -aside deposit, the Agency is projected to retain $121,788 in net tax increment which may be utilized to address the Agency's stated redevelopment goals through various projects and programs identified in this Implementation Plan. The following table presents a projection of tax increment revenue for the Project Area: SOUTHEAST COASTAL REDEVELOPMENT PROJECT AREA PROJECTED TAX INCREMENT REVENUE Projected Gross Low & Mod. Tax Increment I Total Remaining Fiscal Growth Total Tax Housing Excluding 33607.5 Balance for Years Rate Assessed Increment Set -Aside Low/Mod. Statutory Agency Admin. Value 1 % 20% Set Aside Payments & Projects Base Year 2001-02 103,733,755 2007 2008 2% 124,031,724 202,980 40,596 162,384 40,596 121,788 2008 2009 2% 124,355,042 206,213 41,243 164,970 41,243 123,728 2009 2010 2% 124,684,826 209,511 41,902 167,609 41,902 125,706 2010 2011 2% 125,021,205 212,875 42,575 170,300 42,575 127,725 2011 2012 2% 125,364,313 216,306 43,261 173,044 43,261 129,783, Southeast Coastal Project Area Five Year Implementation Plan (2007-08 to 2011-12) 9 The following table presents projected revenue and expenditures for the five (5) year period covering this Implementation Plan. The Agency adopts its budget on an annual basis; as such, actual revenues and expenditures may differ from those forecasts presented in this Implementation Plan and are therefore subject to change. • Future tax increment revenues were projected based on a 2% increase in the secured assessed value in the Project Area. • Interest earnings were estimated based on net revenues and beginning fund balances. • Taxing agency payments from the non -housing fund have been calculated pursuant to Section 33607.5 of the Law. • Capital project costs were obtained from project estimates. PROJECTED REVENUE AND EXPENDITURES Projected SOUTHEAST COASTAL PROJECT AREA Actual Budgeted Projected Projected Projected Projected 5 Year 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 Total Beginning Cash Balance (including reserves) $612,419 $503,205 $1,112,586 $1,174,154 $1,808,154 $2,454,833 Revenues Tax Increment Revenue (100% of Gross) $166,478 $169,808 $173,204 $176,668 $180,201 $183,805 $883,685 Tax Increment Transfer Out from Debt Service 32,172 $32,815 $33,472 $34,141 $34,824 $35,520 170,773 Interest Income 23,094 $23,556 $24,027 $24,508 $24,998 $25,498 122,586 TOTAL $221,744 $226,179 $230,702 $235,317 $240,023 $244,823 $1,177,044 Equity Beginning $493,590 $503,462 $513,531 $523,802 $534,278 $544,963 2,620,035 TOTAL AVAJLABLE FUNDS $1,327,753 $1,232,846 $1,856,819 $1,933,272 $2,582,454 $3,244,620 $10,850,011 Operations & Debt Service Costs Debt Service & Trustee Fees $474,885 $31,428 $32,057 $32,698 $33,352 $34,019 $163,553 Taxing Agency Pass Through Payments 31,427 40,596 $41,408 $42,236 $43,081 $43,942 211,263 Administration, Professional Services 48,236 1 48,236 $49,201 $50,185 $51,188 $52,212 251,022 TOTAL $554,548 $120,260 $122,665 $125,119 $127,621 $130,173 $625,838 FUNDS AVAILABLE FOR PROJECTS $773,205 $1,112,586 $1,734,154 $1,808,154 $2,454,833 $3,114,447 $10,224,173 Projects & Programs Costs Capital Improvement Project (Wildlife 270.000 - 560,000 - 560,000 Conserv. & Magnolia Street Improvements) TOTAL $270,000 so $560,000 $0 $0 $0 $560,000 TOTAL COSTS $824,548 $120,260 $682,665 $125,119 $127,621 $130,173 $1,185,838 FUND BALANCE SURPLUS/(SHORTFALL) $3,114,447 $9,664,173 Ending Cash Balance $503,205 $1,112,586 $1,174,154 $1,808,154 $2,454,833 $3,114,447 $9,664,173 The Affordable Housing Plan requirement of this Implementation Plan is provided in the Affordable Housing Strategy that aggregates the affordable housing funds for both the Southeast Coastal Project Area and the Huntington Beach Merged Project Area. The Housing Component for the 2007-08 to 2011-12 Five -Year Implementation Plan is covered by the Affordable Housing Strategy. Administration of the Implementation Plan A new Implementation Plan will be produced every five years either in conjunction with the housing element cycle or the implementation plan cycle. Southeast Coastal Project Area Five Year Implementation Plan (2007-08 to 2011-12) 10 Implementation Plan Adoption Process Each Implementation Plan must be presented and adopted at a duly noticed public hearing of the Agency. Notice of the public hearing must be conducted pursuant to this Section 33490 of the Law. The Notice must be published pursuant to Section 6063 of the Government Code, mailed at least three weeks in advance to all persons and agencies that have requested notice, and posted in at least four permanent places within the Project Area for a period of three weeks. Publication, mailing, and posting shall be completed not less than 10 days prior to the date set for hearing. The Agency may amend the Implementation Plan at any time after conducting a public hearing on the proposed amendment. Mid -Term Implementation Plan Review Process At least once within the five-year term of the Implementation Plan, the Agency must conduct a public hearing and hear testimony of all interested parties for the purpose of reviewing the redevelopment plan and the corresponding implementation for each redevelopment project. This hearing must take place no earlier than two years and no later than three years after the adoption of the Implementation Plan. Res.No.387 STATE OF CALIFORNIA COUNTY OF ORANGE ss CITY OF HUNTINGTON BEACH 1, JOAN FLYNN, Clerk of the Redevelopment Agency of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a special meeting of said Redevelopment Agency held on January 28, 2011 and that it was so adopted by the following vote: AYES: Shaw, Harper, Carchio, Bohr, Dwyer, Boardman NOES: None ABSENT: Hansen ABSTAIN: None 4� M/-14VW)- - CleWof the RedevelopmenVAgency of the City of Huntington Beach, CA