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HomeMy WebLinkAboutRobert L. Mayer - 1993-06-14 (3) L f it i Or ` Y � • •Imo`' •��! a� .� � ••• !4 � ' ILI.'i :.�. Non Am ■ ■ 4w - _ J ,.�y r,k Z. `�tJ�Ldj lr'., !�.^'r',� �•I1,i .i. t��+it`i �oh ��*_J7.7►%�`+^fj �� �,�„� . - �T. �.�►�ra..... ..�.�:►' ,�►t JS_ .�'C....Y.' +►ti..+►, -t !C!-•a _ r`.s•• ietii�.'! .-•i.r'�iw+►' .3a"Yl ` a.... 1. At • t It. + t . , i - • r am' ,� t ` . > • i 'is • ! _ 1 + ra lZEr�� Ti ' r do • t7s S �'" ..7.,�tirr.i" �..si���,��f>�� .ti�.a�♦4V.+s r"ti�i:r. +�>� � -� ;lsLis al j IL - ► �' � it r' '- � ' Jl�x. 15 _ PUOLIC OPEN sP.t `AMENIYYC� s. ��' . �Fl .. � _ -- Page 8 ot 12 - DENOTES OTHER PUBUC OPEN SPACE_ DENOTES MISCELLAMEOUS OPEN SPACE o� - Ci21MSPMX V%^ZPi.POOL AA AS OF - • L�LrEKL4i-� E1RIE! .01, AV F �- � tip'. �{r`+ •� L E_ I lNIL�a 1 tease p .+..r.. VMASR ,q "USK iM PitAlff Y L.......�.-�..... FMAlE M{ a`aOL"aYat 1wMMar<aadawfaLtll coanamw xaura ..t�4mmLena arnMRMwsAgA YAYLaaCimcon stistwwcnwr r RACWC PR --jum4m cowm 1 PT."aFv JiLTO PACIFIC 1•HGMEF X to $L04w i /• arEMemom"G sm"WI ix Iva-It sOLv .i "*Me WALL AS MlCEi3AR7 1. r 'kip IL .wYtMr r.['�iY.l •Y � riL -� C.6 Awra>..rt aw�w+t rL Lff l jj -. �-. ,• 'y_ !!. •+ !'\ TACWIC c04S1 /f�[WWAr �pT'iL`M>rY�IQ� uw% .LL K S _V w.s..c tA.s�.� ar >a• A PO6SN"WL&M&^MR PAAKMok t — at�iLs=..m wa@ AWA w. a -lb • aaslL"wm L AlmApwa OMEN. 941 Coms"KFAD AS Si}E C.;aYEILAlG9 1 iYPiCAL SECTION AT - • ' PACIFIC PROMENADE OPEN SPICE _ 41 Approved 6122188 aaoTl;Alvf ss+,euesa—..Vrooaws As weoarllEs ia'Ai a LAMO page 9 of 12 - w-fito YefY:.:Pa p [arras a KaaTMIalMsaiOPw tQPYOaAC r-l"S'r1 Er-PUGLIC Sd)&WACRR •law"cOuoff LAN05CAVIEC.UQUA STD as W 44sMs sal.atlemom t a bluanm. s �i►1r10oawlCeaiM9■! 1EDEsTRaAM rw-n co mwn runRve ee1Mu79sL 1�0ailM�� wesrewfaa-o orwlPAts �(�`, um ��. x x _ ._ r+ •t1 IN sluff PNAsw rat rHsat 1i1 Alii1I r "Aft wt m 1 ; FiT o:I,M aso7t TbEWE IN OcbdfiOao=Wg I ALL-CM MI C7a f1alllK PLAZA "am it vallooa sindc*rs 11-3 PMSTAIAMOVERPASS EKKAICan"Afa mmoof a Mlamwa*AccaEAATic-m/ ec almaTm3ft Eera�■aCED aa�AOAGVE �_.-"�w�aaOaMaYENTATI0e1 LINES AS Q IJULORED OT CAL-TRWO ilirA�iE YOa1lMaE/aTA1•aO11F L�:Lrlc PRONMENAW-YW MUM So•%Wwm PEMIRUM ONlR►AM MANDSCAM a LANCSCAPED LWVEAA PARK VAIN aaEAiJOE11Yi0 SIONA"YOaaYYEd/TAT.OM SMMW.AX-OPEN TO PLNV-W al%:j W W AYO. SLOPe I PT YEALICAL TO T FT.;vCMZOKTAL VARIOUS EMMAMCM HAVA SCAPE.WATaaa GW3UP% A■EMCW&COMwECTS TO ALL CO&6meW ai • Ta.t>aEST#aAaa P..rlas 70 r+rluAE eEsaoew rur. . . •s ♦•. ., y� .5.. ~ + { G • + - + '. Ate' •— r i +P r * • ••fit s a a • � T S .~ I INi rum Arw iago= Ir • J , .r Shy - t J� 1 qu a �nik P:j I ��J1 tI aI tf li �1 ti 1� fi tl ^^l si �I �i r Ile ri N A it � � O go% i t t l r w 1 t EXHIBIT "G" SirL SItta lUCS ,r B1 PEE Pa ,� 12 J 2 r i PHASE f PHAU 3 ►AAM 5 • ° * f omw i s 1.30 ML MUM 1: 120 PC- V%4M L 191 ac A�LIO�'AlTll. A11OCA110W AILQ[ATldrr TUKK OF"SPACE A.ACNR'P A.9i aL 1 t0 % rTIWK CWM WAa AUEXM: 5.41 iL 124 IL Iwlte�corlw�AeaEAll�lonr. as. .� saa x f ey"ta"Wic am WPM w79 aL 26.1 75 OTWA PUNIC CM SPACE L Alt .� Y DTlIEIttILl1COPE1lStAE31 a�� .L xs Y16C8 "m arm W&C& LK M. � 7C �CrFfll3y'1iCE �; JL ,u % 116C8LA�'AOfEjIStACL Lls a W FJ� j X YOTJI 0M f I9AJE: 1.1L ac :a 1 !i TOM Opm*pAm- i St a. 4&1 yp TCTAI OM I"ACZ: 3.64 s 419 A ouan.c coWf%ICE: 1.3a .L N al % II1111L'fNGI'1yYE1tiIC� 1.lR ar Af `J� 31LDWCCL%-"AM- 921 al 111 X $I1ftE -4 ompw uv3&►AAOW, STREEM DIiIIRYIAM A PAOKAIQ tL} ar. ,i,� % Si11Er7S niYtwaYs i rAK+ai>r j a sL � 7i f TOTaI 1IL'T SRE ASEA: 13i ac I 011,l % TOTAL WrWM AKX Lye a 10.8 >i TOTAL KT NM AWl' 111 aL I K6ALIN CENTER PHl�S� ALL—SUIR CUU. LliXtlRY HOTEL R1�E 2 1• MAE t 1.22 w. P1YaSE 1 i i6 AL M ALLOCAT%:-- ALLUCATHM X AilOCATiOit iWMX 0ftW SPACE AtiMMIr 1 N aL Ks 'i ru011C OMSPACE AAIBM: &M aL 1 E3 % P'.Ti111C OPEIt SrtALE JhKIfi1f: 131 % 071MFJ1 RIISLSt DPJI 3tACE: a!e ac l s % 07"a Fit KIC am Stll[t: a 91 ac 1 u 7(I 0 07MA NJC a<IrEN SPACE IN aL to � SI07INE AlUKJC MW-oraM SPACE: ar- LISCEUASKOW OPECVACE: �` aL 1-4 ME*ZPAM _tA a " % 2A tu % TGTALWWWAtE: 261 y =OTAs or SpAcl• 144 a its % TOTk OrE%SPACE a_Sa is 41.2 % Mi1LD!'it.COVERK.E: !L aL ![1 L > 11Mlis 21t aL 4t % f� MlaDlllc ca�rllLa� S as .�. 1 Z.TF x sT►IEm cwmwa nlrs 6 VAsmW. •et ac 1.1 STKOS.uwwrwAYs i PMslwc: LU .c i32 X SiiiM-1T,oaatvaaYs i PAE101iGc = aL M % TOTAL W T WE AREA 1.32 eL 1 SQ4 % TOTAL MET UK AREA LU aL t o.5 % low. L ALL ACnU»:E IKurtt AII[!iT OF r1I r.-i^:..LLD t7wifirm omahop rG GAPPAQ A STRi T AM ACLU2 &TW%WU-LrJWO'A MAU ON PAU K CCAR W-J"AT. 7 flY.u+.I.L tUA Y..,*04.A..I TIMLt1 AUE LNOwn FOR W*OMKTXMW&rUMPQKL. PWM AMMT 7O LOMW"WK W%c>FI[iLAA MTI=pp.� DVALO►MMI iTAMOARM AAF AM"to A WANT M ALASM ILAI!I Aim OUNTlGq T`A VwA&-3y[ClIC iK JACS HIOwd wl4 LI"cl Te mm"AOAxTuba Al EACN mAWK ii M F OMMMD 1[Mfm— i 7UR1Yw[T to Drowwolmi MEOW NAM WFNCT seu�`�lYtm"Altf 1tSAiOMC[�YO TA till as TtR TOTJIL llrif[osEr tiwOF ^Wa kRT T-•LI K W47•E INQOlae VWM Ap/lMesoO:!TUT d iAdLsM W* IL A T#Mf CLTNwOiel AAD "- MLMTM tit=f&Of U.06 TOM 1 F.•jtA L)ft ia/,aE NIA al f11 4-Al.8WM A IAWX QM WAU AMUM AN% t�ESL o WGAACX a As w ADOW10K GO VW M a Ti�l1Dl SNOM NI.1i�sKE i�K aew ash Mlaort cwiA+ea Are i 701iK Ili!YAT UIQf A40 oni TO aOIrOiIG PW '' \` f 'I Sion: l wf CaiCIPTUAL sat"IMM i A:V.W.o To .!% A[[ab"WATE The SrmSTa_!TEMTaipw.OAEiAn"Una %•i+ YsocMs�a�A-rdeAw,�..fsc.,o.�•.�•. .��♦ s �7 � ♦ CONCEPTUAL , PHASING EXHIBIT IENTIAL ull Waal!ti nEJAW!s PFKvn"AAA fwMlM f Kr as �i[ w awasINUAWN rware"s ONLY. %> d w �(lacawaa ��� r i4 •+. V 1 IJ + Nor -.Wave 40, 41 . - fsolft �a sasa �w• � � —� Ms�f+ a�aa ar aEaaa G2AST If,KWAX_ _ --'t 1•` — INLLS 1 •w4�1 M — II:A/� -- !Mlle=I� rM40E y L ........ �J►M�LE To `a.e lo mom U_wA fCIV k .._ irat iulte rN. rerr.�..r�. [wruwK� • a af wwswda •468L u..•.� — /I\ APPROXIMATE 1AND AKF-45: Paau ActwL aEuMLW A MmK SOUNDA I T.tiL.E GET-.A"k+Eo n EQ!AMEEKIAL RF5IDENII L A YASUP. SAME nm mm vtw"w. ft"14 TO N AIST.?rEC OT 7HE ru wA,G co....avon rurj&wg is ppA4ztu" a-iaa of TItE� MD AR I �QET. JIL �Cef TOTI�i 00%ar'MM K►"M CTNEtt 1A -A�WW16 C&45"AAV%WS AMP — cclwt*^wn wM7 A .ER SOulMaaT TDA LMCUtUAL WARWJMl11FS S IMX A 10 Ac 50% A 17 AC 50 x 8 5 AC 7s% 13 S AC 'Sx - C C At ..Zx 20 Ar— ]W% Zl A:. 100% r. l 111! t-4 K.!i.'t ti 11 I ! • . a y.*I��1.'1t f� '\ THE ATERFRONT 16 _ f r r T "E ll � Exgs�..T 1 Approved Title M:cepl:ions The. "Approved Title Exceptions " for the Site and each "Rparate Development Parcel thereof , as applicable, shall includes 1 . The City Ia inte:esr in oil, gas, hydrocarbon substances , and minerals of every !rind and character lying, more than 500 - feet below th.A surface , together with the right to d:111 into, through , and to use and occupy all parts of the Cite lying more than 500 feet' below the surface thereof, for any and all, purposes incidental to the exploration for and prcduction of oil , gas , hydrocarbon substances , t r minerals from said Site or from other lands , but without , howeverr any right to use either the surface of the Site or arty portion thereof witk,in 500 feet of the surface for any purpose or purposes whatever . 2 . Any and all water, water rights or interests therein , no matter how acquired by the City, together with the right and power to explore , drill , redrill, remove , and store the same from the Site cr to diveL} or otherwise utilize such water , water -rights , or interests on any other property owned or leaned by the City , whether such water rights shall be riparian , overlying, appropriative , percolating, littoral , prescriptive , adjudicated , statutory, or contractual ; but without , however , any right to enter upor_ the surface of the Site in the exercise of such rights and , provided further , that the exercise of any such rights by the City shall not result in any damage or ire jui y to any imarovemento constructed on the Site , including without limitation any subsidence of all or any part of the Developer Improvements to bar constructed pursuant Lc this Agreement . 3 . Exception Nos . 1 ( as to then-current taxes and assessments ) , 2 , 6 , 7 , and 9 1.n Schedule Si, Sectl,on 2, Part 11 of that certain Comnitment for Title Insurance dated December 8 , 1986 , as supplemented an Jtnuary 23 , 1987 , and March 27 , 1907 , issued by First American , Title Insurance Ccmpany covering the developer Parcel ( OR -1455792 ) . 4 . Such other exceptions to 'Li tle ash hereafter may be , mutually Approved by the Agenc? and Developer . EXHIBIT "E" `"- huntington osach deparlinent of community development STAff f EPORT. . .,,. .M.,�,.._.., EUCUTIVE R I L 2 q-4.-I :3 JW `VUAL R IIMq ..QX INS , ATERFRUNTI, DE'JELdPj�i_ENT,�.4�'jr1�iIII f orthside of Pacific Coast Highway between Huntington SLzeet and Bea,.n Boulevard) r_ .Anntaal review of the Waterfx•ant Development Agreement is required pursuant to the Agreement . Since the Robert Mayer Corporation is in compliance; staff recommends determination of compliance and forward to the City 2ounci1 i 1 1 r 1, t y� Y e y'a TO: Planning Commission FROM: Community Development DATL : April 20 , 1993 SUBJECT: ANNUAL REVIEW OF THE WATERFRONT DEVELOPMENT AGREEMENT i Robert Mayer %orporation, 660 Newport Centor Drive, Suite 1050, Newport Beach, CA 92658-08580 i City of Huntington ©each, 203 Main_ Street, h'untinrton Beach, CA 92640 REQUEST: Annual review of developer ' s compliance with the Waterfront Development Agreement . i LQMTI-QN: NoL,thside of Pacific Coast Highway between Huntington Street and Beach Raulevord (Waterfront Project) . �! DATE &CORTM: March 3 , 1993 Downtown Specific Plan District 9 (C;ottiniercial Recreation) and District 8b (High Density Resideltial) 14 — i U0299=2 ACT19fil. Motion to: "Determine that the developer, Robert L . Mayer, has substantially complied with the terms and condit .ons of the Waterfront Development Agreement as required up until this date and forward to the city Council for appnovel . The Waterfront Development Agreement is being submitted to the Planning Commission for annual review purposes , gursuant to Section 2 (Page 94) of said agreement, to determine whether or not the • developei , Robert L , Mayer , has complied with the texas anu cconditions of the Agreement up until this data , It was approved by the City Council in August- 1988•, and rPc' c'rdad in January 1989 . Phase I of the Agreement, Hilton Hotel, was completed in Jtily, 1990 . Following a public hearing, the Commission shall eithex find that the developer has complied with the Agreemeat or, if it finde to the contrary, make a reci mendation to the City Council regarding appropriate action. Such action will be forwarded to the City Council for final action . 3a.g _..S.IZRROUNDIM..LMD-1 DESI,QUATIONS : & ,f Subiac -x!4Pe_tY GENERAL PLAN DESIGNATION: MedAum Density Residential ZON4: R2-PD-CZ--FP2 (Medium Density a Residential-Planned Development-Coastal Zone-Floodplain) LAND USE: Condominiums 8t : GENERAL PLAN DESIGNATION: Visitor Serving Commercial , Open SpacR Conservation ZONE: RA-0 (Residential Agriculture-0,!1) and R4--28 (High Density Residential) LAND USE: Vacant, apartments SgUth of SUbJA= _ gg1?.0 tX; GENERAL FLAN DESIGNATION: Open. Space Recreation ZONE: Downtown Specitxc Flan, District 1.1 (Beach Open Space) LAND USE: Beach WRIt of 69bJ 15Ct 020=: GENERAL PLAN DESIGNATION : Visitor Serving Commercial, High bensity •Residential ZONE: Downtown Specific Plan, District 8 (High Density Residential) and, Dict::ict 7 (Visitor Serving Commercial) LAND USE: 'Vacant The original approval of the Waterfront Development Agreement was covered under Supplemental Environmental Impact Report No . 82--2. This annual review is exempt from CEOA. Annual review of the Agreement is not subject to any additional ooass4tal raquiremesnts . Lach phase of the Waterfront protect however .. As subject to a coastal development permit at the time of entitlemamt for that phase . The prol ei:z area is locat,_,d within the Coastal Zone under a non-appealable are r . Prior to approval of enti,tlonnts for eanh phase '-)f development, the Planning Commission iwuslst ' find that tha concutrent coastal development permit is in conformances with the Coastal Eiement of the, General Plan. Staff Report -- 4/20/93 (6501d) f f 1 f ti 1 . I i The sub;ect site is within the Main-Fier Redevelopment Projact area, and the City of Huntington Beach Redevelopment Agency has a Dispos3.tion and Develnpment Agreement with the applicant . LQ N1ZANALYSIS: The Waterfront Development Agreement is an agreement betweran the City of Huntington Beach and Robert L. Mayer corporation for development of the Waterf::ont project. The area is bounded by Pacific Coast Highway on the south, Beach Pou3evard on the east,. and a condominium project on the north and Huntington Street on the west . The .purpose of the Agreement is to provide assurance to the ., applicant that the project may proceed with a r1evel.opment in accordance vrith the .:ity' s existing rules,. regulations and official, policies in force at the effective date of the Agreement . such agreements are intended to stzengthen the planning process, encourage public participation in planning and reduce the economic risks of development . The City may enter into a Development Agreement pursuant to City Council Resolution N3 . 5390 , whic;r was adopted in i9e4 under the authority of Government Code Sections bg864-65�889. 5 . The Agruement specifies the permitted uses , the density en,3 intenail.y of 'uses , the meximum hulk, height, and size of commercial building, provisions for the reservation or dedication of land for public purposes , location and design of public improvements, and terms and conditions of davelopr►r�nt . The Commercial Master Site Plan is an attachment to the Agreement , and presents graphically and in gteiater detail the parameters of the development described. in the Agreement . The residential portion of the project is not described in 'detatl . However, the proposed number of presidential units, their phasing, aAd tinting of construction are set forth in the Agreement . The purpose of the annual review is to monitor the Agreement and evaluate they performance of the developer . Attached to thiN report is a compliance matrix (Attachment No . la which lists the sections of the Agreement which are the responsibility of the developer and whether or not they have complied. Input from the Departments of Public Works and Economic Development were received to complete the evaluation. All the requirements of the Agreement have been Complied with. All but one of the entitlement; conditiuns have been met . Condition No . 10 of Conditional Use Permit No . 87-19 requires that: an aflardr:ble housing plan be submitted and approved . Currently, the lobert' L. Mayf�r corporation is working jolnfly with the Economic Carelopment DcepArtment in or, effort to de?e lop a project Which complies with the Cil�.y' s Housing Element and addresses the Redevelopment Law for providing affordable housing in a project Orea. It will be completed beEore the second phase of the3 Waterfront project is processed. Staff. ReK rt 4 20/93 -3- (6501d) •• .-+•'+,•t..r_� � T.41._..__v T��-T M__�^ .rrw.tT�.-.� t..� •.rr-.Y.� - .yam.. _...q.rr,...� -n..•n..�r.1��_,..1yr_ •�j , .., _..• . .•.y _ •'+•- ' • - - -r " ��. Tr -�. - � +- - -•f'1 4 - 't_ - . �}!. • l� � �.- -• .��v±. -•.+. .�M-. , •yam � -. •• i WL OL J-. ♦ ' P Staff recompands the Planning (-'omtnission make Ule determination thai the d6veloper has substantially complied with the teims and .• .. y4,onditLonsof the WaterfrontDevelopment required lip _ y until this date and forward to the City Council for approval . 1 + \ • * tr 14 1 I A 2 . Development Agreement by arid between the City of Huntington Beach • Robert L . Mayer - • 3 . Conditionai UseParmit No. Tract • �• Coastal - ♦ • - Permit • iconditions • • -� •. - " s t •:: 'rA ib Staff r . j.+ t • r , ••- r T • , " - r• Report ! , ' ' • AA / • p •. �• �i tl . • w 1, f of Hunfindtor.i Beach ram.-... _- r.�.��+fJw�VVV.•..•V`�M�J./.�.R�V'y.`-�M•r�'..M-hJW�V�-.Y'Yf'-AheM.I�. ;0,) ��l,^_IN STREF"T �AL�F7SiNIA fl��4ii � 1 DEP.AnTIMENT OF ::CONOMIG DEVELDPMWN't (ZV10 of ttm V1rWC( 536•r682 liousing 53£•5542 f�ast�Rvaioialnartt 5536.5.582 Fax (714) 375-5087 Apa•11 22, 1992 1 Stephen, Bone, President Waterfront, Inc. 660 Newport Center Drive ;WV- IOSO Newport Beach, CaPfornla 92-:'A Dear Steve: SUBJECT: EXECUTED OR.IGINNA.I. — FOURTH AMENDMENT -- THE WATF.RFRONT UJISPOSaiTiON AND DEVELOPMENT AGREEMENT t Enclosed is ail. origrally executed version of the captionend document for yntir files. If you should hav any -suestionx please call me at the dumber above. St e Y, Ste j en V. Kohl •r Proj Melia SiVK:jar xe..: Berbera A. raiser, Di-puty City Admir0strator/Economic Development Robert Franz, Deputy City Administrator/Administrative services 'Con We Brockway, city Cif, Y 1 1 • 1 4 f 1; th REQUEST FOR CITY OUWIL/ rS iJ c�'ti I r I DIft Apri1 20, 1992 A,�O lya - ` CITY C:I.i:KK / Submitted to., •-tf�uTn�-atrt��' Ti"c>�'i"t� Submitted by: Michael T. Uberuaga , City Administrator G� r Pr r hy; Roh,ert J . F-ra.nz, Deputy City Administil tt Subjwl: Fourth Amended DDA -• Waterfront Cunsiatent wi* Cot:ncil "i+cy7 i ] Y N" Policy or Exoeption (`/} Stetenteett of lmw, FinmMoUlAtion, Amh.M3, Funding &urco, Alternative Actium,Attechmente: _�wa►.�.+...�..w �� ..r•......��.�w.�w..w w,-.�.rw�wr.+rrw.wrr��.ww..wrtir .-�.�.w..�.�r... QBJECI)YY.: A further modification to the Disposition and Development AgrrtPmerrt (DDA) b.t;:,en the Re ievelopment Agency and the Robert L. Mayer Corpoi anon (Waterfront) is necessary in order to finalize the Agency and Developer' s Agreement on rhvi si ng the financial obligations under the subject DDA , HQ091K,E',A„ACTION: 1 . Adopt Agency Res. _ �, F approving the Fourth Amendment to the y Disposition and Development A.4reement (DDA) between V a Redevelopment -; Agency and the Robert L. Mayer Co(poration. 2, Adopt City Coirnci-1 P,es ._ 6'70 consenting to the approval of the Fourt':) Amendment to the Disposition and Development Agreement between the RedeveInpment Agency and the Robert L. Mayer Corporation. & YMS: One of the provisions of the third amended DDA between the parties a:; approved by the Agency on March 16, 1992 was that the litigation filed against the Waterfront by J. A. Jones Construction Comnany be settled prior to the funding of the payments to _-he Waterfront by the Agency. The Waster".rout and J . A. Jones Construction Company have not reached.: final settlement. Instead, funds for settlement of the litigation will be placed in escrow to be used only for the settlement of the lawsuit. :f the Redevelopment Agency approves this modification to the teems of the prior DDA, then the financing as previously contemplated can go forward. Since this matter involves litig4tion between the developer and its construction company to which the Agency has also been named , the City Attorney and Agency Legal Counsel will need to brief the Agency in closed session on the portion of the litigation that involves the Agency. ALj TIMES: Do not approve any further amen,-n.,an; to the DDA. FUNDIPC SOURCE: Not: applicable. UMADWIM: DDA Amendment I 1 WPADSERT:858 t COUNCIL • ADMINISTRATOR COMMUNICATION n►r+i1+*;111�+��fh Mr(yor And City C.1un it )FROM- Mllchael T. Uberuaga, Ci,. + Admirlstratoe5 i.,�L DATE: April 17, 1g92 SUBJECT: Agenda items F-l/Revised Resolutions and Fourth ,Amendment to Waterrront Disp:x+tlon and Development Agreement rEnclond are final amended versions of the Resolutions relating to, and the Fourth Asaeadiment to the; Waterfront DDA previously sent to yeti as Agenda ::Win: F- . 'w reeolut1cm were amended at Sect!oii 2 to reflect your aMnovsl of the revisrd Mc, !an grantee Trust Credit Atr"ment on file with the Agency secretary, Also, Section 1 was anima by adding "ar•? Agency Special Cotuusel" to the last line thereof. L;NQMX—Mj TQ DDA T)* fourth amendmant :o the DDA was amended at Page 3, Sectic►n :, by increaslns, ,6ite het p vc"dn- of the bards to $4,300,000. Additiomilly, Section 3, Page 4, was amended to lade a V,:�ierant by the developer to pay any final judgment, with respect to the amtre-c- on litigation on the Hilton Hotel, which may exceed the dollar arnoui-it pbscrr3 in j the excmw mentioned in Section F of the same agreement at Page I Ftmllyi the lax. sentence of Section 3 was added to require the deposit of excess funds with Dad ichi ra o Bank fr. the event the funds in escrow are greater than awl Judgment relating to the Milton coi trmaction litigation. MMAD►L:lp �nY► CITY OF HUNTINGIDN BEACH � F+ IN T En-DEPA,RTM EW.' COMMUNICATION MVN11WOOm MACH Yo,. Connie Brockway, City Clerk FROM: Stephen V. Kohler, Proj( It W: e SU13JEC T: Exccut- ' Copier — fiord Arr,nMIr,ent to nl�Ro91Vcn snd Development Agreerawt — The Waate-it ont DATE: April 3, 1992 Attacl:.e+d please find two originally executed editions of the captioned document now reedy for execution by you as Agency Clerk and by the Agency Chairman. If you should have any questions pease call me at ext. 5457. , SV7K:jar 0701 r xc: Barbara A. Kaiser-, Deputy City Administrator;Eronomic M.velopment Gail Hutton, City A.ttornev Art EM La Loze, DeNty City A.tro ey Robert Franz, Deputy City Admir7str.ator/Administrative Services � h r t j eu n'�t'tc�ae�w y i TO: l8:zrbarr, Miser, Wgity City Admi-nist rat urr Develapwen#: Corr' (:ity Clerk ut3WI r.T. : Pj:solut ion 5311, .Resolut.on 2115 (Age-4-cy) <..',cAml kyox nt-Watex'f ont. DDA Ma,. ,h 40 1992 (1) Thy above xasol•ut.imis wmere adopted 815/91. At the tlm titre Agenda material was provider, to Lil.s office ycxw department submitted Draft Rew1ufi ions in lieu of originals due to the t me crurv::h. Plewe provide original resolutions with sigmtares as soon as possIbl e. (2) Also tly., original of the S&=id Amembne it of the. DDA was to be returned to thin office from your department once yvu had obta1med Tom Claark's aLgratarn. We skill. bare only M ccy. CB hw rt iM ,r 1 , r INTER-DIETARTMENI COVA-AUNICATION HiAgW400N OIACH Art De Y.a Loza, Deputy City Attor� FROM: Stcphen Kehler, Project Manager C'UEirCT: Secrxki Amendment Waterfront Disposition ar:d Development Agreement: Original Documents AT .: March 13, 1992 Attached is a memo we have received from Connie Brocl.way, City Clerk, in regards to the captioned matter. The Clerk seeks to locate the original documents listed hi her memo. Also attached Is my memo to yov of August 9, 1991, through which were transmitted the original documents in qu.stlon as vie dlscussect on the phone yesterday, Thursday, March 12, 1992. 1 would like to ash that you search your files to determine if the original files are resting there. Thank you for +cur cooperation and asslstanre. SVK:Jar 0618r xc: Eru tiara A. Kaiser, Deputy City Administrator/Economic Development Connie Brackway, City Clark i f CITY OF HUNIrINGTON, BEACH INTER-DEPARTMENT COMM )NiCATION TO: BT3.'PHEN 1;OHLER, Principatl. Redavelopment SpeCiali.st FROM: ARC- RR DELALOMA,, Denllt:.y City Attorney SUBJECT: SECUND MUMM T TO 'N3ATEVZRONT Mh 4RIGITAY. L%OCuMMTS DAM April, 7. 1992 This will confixm my voice ioall. message to you of April 71 1992, regarding they abov© metter, to the effect that Tom Clark has they original documen" you are attempting to locate. Y uaderst and that Waterfront Corp, needs a certified copy as soon as possible . Please handle. ARTHUR DELAIOZA Deputy City Attorney cc: Barbara Kaiser, Director of Economic Development Connie Brockway, City Clark car Advertiser: Enclosed please find clipping of your as trom the first publication. if you need to make any changes or corrections , please call me at your earliest con,vc-nience . The cost of this publication will be r `�`!�• Thanks for your cooperation and patronage. Sincerely.. tidy etting Manager Legal Advertising Manager ti 'i { N &Ware* COM MOW CA AW7 ff14)WI-OM MX v M w . r p INTER-DEPARTMENT (X)V4MUNICATION #4jrt*4 rraa K ALM ' 10: Stephen Kohler, Economic Deve7up+nant' FROM: Betty Tate, City Clerk' s Office DATE: March 18, 1992 SUBJECT: THIRD AMENDMENT TO THE DDA FOR THE WATERFRONT Enclosed are the two original agreements - Third Amendmend to Disposition and Development Agreement by and among the Redevelopment Agency of the City of Huntington Beach, Robert L. Mayer, as Trustee of the Robert L. Mayer Trust of 1982, dated June 22, 1982, as amended and Waterfront Construction No. 1 , a California Limited Partnership. These agreements nEed to be signed. The only one who has signrd so far is Robert Mayer and Stephen Bone. Please ohtiin the necessary signatures and return to our office. Thanks. REQUEST FOR CITY COUNCIL/ REDEVELOPMENT AGENCY ACTION AND HUNTI GTON BEACH PUBLIC FINANCE AUTHORITY RITY ore Date —March 16,1992- Submitted to: Honorable Mayor/r hairman ;and City Council/Agency Members S4.1bmitted by: Michael T. Uberucga, City Aslm.nistrator/Z:Yccuti.ve Dlrecto L- Prapared by: Barbara A. KRlser, Deputy City Administrator/Economic Develp;�,-..I.,tO" Rubert Franz, P--pray City Administrmor/Administrative Services Suksj t: Tfdrd Anie.�xlwrint Tlw, Watzrfroal. D1sj, x.-ii Ica ? X3cdrlc �rrc�it__, ;tee e t 14 t L. Ma' er Tnnt/Waterfr+ant Construc:ticxi No. 1 y � Consistent with Council Policy? [ ! Yin New Policy or hxceptlon MIL r* Statement of l�ues, %owmm*Wntion, Analysis, Funding iourm, Alternative Actions, Attachments: The existirag DIVA between the Redevelopment Agency and the Hobert L. Mayer 'Trust was originally approves'. in 1499. Presented herewith is the proposed 'Third Amendment to this document through which the Redevelopment Agency will prepay certain financial obligations. 1. Conduct a public hearing. 2. Adapt City Council and Redevelopment Agency resolutions approving the Third Amendment to the Disposition and Development Agreement between the Redevelopment Agency of the City of Huntington Beach and Robert L. Mayer, Trustee of Robert L. Mayer Trust. 3. Authorize! Agency ChairmAn/Mayor and Clerk/City Clerk (or desi.l nee; to execute approving re�;sit+tlons and DDA Amendment. 4. Approve Notice of Exemption as environmental review of the proposed DDA Amendment, 5. Approve In concept the offer of J.P. Morgan Bank (underwriters for the Agency's refinancing bond issue) to make a temporary lonn (up to 6 months) to the Agenr;y of $4,300,000 (net loan) to be used by the Agency to pay it's obligations under the amended DDA and direct staff to prepare appropriate loan documents for subsequent Agency appmsial. Loan to be repaid from proceeds of the Agency's refinancing bond Issue as approved on March 2, 1.992. A Disposition arml Development Agreement (DDA) approved in 088 specified the obligations of both Robert L. Mayer Corporation and the Redevelopment Agency in regards to the development of the multi-phased development known as The Waterfront. Under the terms of the original DDA the Redevelopment Agency had certain obligations to reimburse Robert L. Mayer Corporation for expenses incurred in the coestr=tioei of The Waterfront Hilton (reimbursables In addition, the Agency agre ed to pay to, the Robert Mayer Corporation a portion of the tax increment and t.wWent occupancy tax generated by the Hilton over a period of time (developer incentives). J Y � RO 4M 4 f RCA/RA,A ED 92--IS March 16, 1992 Page two The Third Amended DDA proposes to change the way these amounts are paid and specifically to pay reimbursable expenses cf approximately $6.2 million in rash of $4.3 million and to reduce the term of developer incentive payments frOM ten years to terminate can January 1, 1993 (,. :e attached summary of the current. and proposed DDA that was also included as part of the Request for Redevelopment Agency end Public Finance Authority Action approved by the City Council on March 2, 1992). These changes were negotiated with the Robert Mayer Coiporatiort by staff and under authority granted by the Redeve;lopmc-nt Agency members in an Executive Session conducted on February 10, 1992. Points of the proposed amendment are as follows: 1) The First California financing (Seccnd DDA, Amendment ) is terminated and the City/Agency has ricelved a release from First California Capitol Market Groups, Inc. satisfactory to the City/Agency Counsel. 2) The,; Agency will issue tax allocation bonds using innual redevelopment tax Increment revenues equal to 80 per cent of the current annual tax Increment generated by The Waterfront Fiiiton (net proceeds of approximately $4.3 million). The timing of th!s issuance of bonds is dependent on favorable interest rates. The recommended r-emporary loan froin J.P. Murgan will provide funds pending Issuance of bondsv. These proceeds to he paid to Dal-Ichi Kangyo Bank for use in settlement of the J.A. Jones lawsuit against Waterfront Construction No. I with any remaining balance to ;and additional interest reserves on the Hilton loan. 3) The Agency will pay to .DKB accrued Paragraph 4 (Developer Incentive payments) tax increment and transient occupancy tax generated by the Waterfront Hilton (eatiinated $496,000) plus 60% oY the: actual 110%) transient occupancy taxes enerated by the Milton for the balance of calendar year 1992 (estimated 390,000) to be utilized as additional interest reserves. 4) The payment of the monies discumed in 2 rind 3 nbove will fully discharge the Agency's resnonsibility for those reimbursable expenses (16,158,901 as of 312/92) owed under Paragraph 5 of Attachment No. " of the Disposition and Development Agreement between the Mayer Trust and the Redevelopment Agency and discharge any further incentive payments regarding the Hilton -under Paragraph 4 of Attachment 5 of the existing Disposition and Development Agreement (present value or future payments is an estimated $3.1 million as of 3/2/9:.). 5) If cotu truction of Php.se lI of The Waterfront (Sheraton Grande) commences, the Agency wI!1 commie 60% of the actual (10%) of the transient occupancy tax generated by the Hilton to debt service on a Mond issue to finance the Agency's Phw 11 obligations under the existing CDA. From January 1, 1993 until the sale of this future Mond issue, however, the 60% of the actual (10%) of the transient occtq*ncy tax generated by the Hilton will be retained by the Agency for any lawful purpose. ..w.r RCA/RAA ED 92--15 March 16, 1992 Page three If approved, the Third Amendment to the DDA will result In net savings to the Redevelopment Agency by shortening 'he term of developer incentive pa j rnents significantly and by reducing the amount owing for reiinbursable expenses from approximately $6.2 million to $4.3 million. Also, since the reimbursable obligation will be paid in cash it will eliminate interest which would have: accrued at 10% per year wide- terms of the orlg!nal DDA (the economic impact of the proposed ninendment is more ft!!Iy described in tlw� attnched summary report prepares: by independent economic consultant lt�;yser Marston Associates, Inc. in accordar_c:e with Saction 3 433 of the- Health -ind Safety Code). The Agency authorized, on March 2, 1992, issuing bonds to generate `w4,300,000 for the discharge of debt to the Waterfront ris a part of the refinancing of 1998 Agency dent. In the event the refinancing projects to save at least $100,000 in debt service payments, the refincncing will go forward. If this criteria is not met, the ApAncy could issue a smaller "stand alone" bond issue which would generate fundF for the discharge of the Waterfront debt only. A smaller "stand--alone" bond issue is inefficient in terms of the fixed costs of bond issuance (printing Costs, band counsel and rating ugeocy fees) and would result in staff time and effort for two bond issues. Although documents have been prepared to issue a "stand-alone" band issua (see alternative #2 below) the staff recommendation is to approve a temporary loan from J,P. Mogan Bank as outlined in their letter dated March 5, 1992. , r The temporary loan from J.P. Morgan would provide funds ($4,300,000) to discharge the Waterfront dent. The Agency would pay a low interest rate (1 ass than 5%) oil the loan which would be repaid when the Agency's refinancing bend issue goes forward (expecte.1 within 3-6 months). I the refinancing bond issue criteria (see discussion abo4e) is not -_net w1thiu the next 6 months, tLen the Agency staff will recommend a "stand-alone" bond issue to repo%% the J.Y. Morgan loan. All debt service and interest payments will be funded from property tax and transient occupancy tax revenues f.ram the Waterfront Hilton. ALTEMU ' : I. Do not approve the. proposed Third Amendment to the DDA. 2. Authorize a "stand-alone" bond !slue to discharge the Waterfront drbt. Adopt Redevelopment Agency Resolution and Huntington Beach Public Finance Authority Resolution _6_ authorizing the sale of bonds (estimated not proceeds of$4,225,000) to be issued Instead of the refinancing bonds previously authorized (3/2/92). ELWMGAQMWJFr. Sale of Tax Allocation bonds and 'x.:x Increment/Transient 7ccupancy Tax accrued In 1992. • i RCA/RAA ED 92-15 Mira 16, 19.92 'age four { 1. J.P. Morgan lrtter dated March 5, 1992 2, Envirwmtntal Exemption 3. Discharge of Debt lChar t) 4. Summary Rely rt 33433 S. Disposition and Development AV•eeinent 6. Rasolutl: m of City CoiLicIl/Redevelopm nt, /Agency/liuntirgtan Beach Finance Authority MTU/BAA/SVK:Jar 0563r ti 1 { T H S- d H A M 6 B t 0 V X T Y Thi-" .;pnYe is for the Ccoritt' Cif-rk•s flPinu Stamps C9 Ab r 04 N Grind A**. $va Ano CA 9 701 PROOF OF PUBLICATION (7015.1 C.C.P.) STATE OF Carl s"s` RWA, ss. PUBLIC NOTICE Counts cif Orange, �.-....�_. _. .._._...�.._. _. Proof of Publication of NOTICE OF PUBLIC HEARING I am a citixea of the Wited Stntes rind a resident of the County aforesaid; I cm aver the uge of elshf uen years, and not a party to or int?rosted in the shove entitled rna+tor. I am the principal clerk of the printer -- -------- w- --------- of The Cronve County Register, c newspape; o; �. trneral circulation, Published in the CITY of Santa Ana; � of Coorih of Oronge, and which newspaper has been r ! irculotion b th ��il��ld O 711�W5pppe Qi �pnlrA c � Y � Superior Court of the County of Orange, State of California under the date of November 29, 1905, Case Ffumtvr A21046 that the notice of which the annexed is a wInted copy, has been published In each regulor and entire Issue of said newspaper and not in any supplement ftreof an the following dates, to wit: , March 2 & 9, 1952 i certify (car doclore) urw,kr M2naiity of perjury that the ferelloina is fft%W MCI cOrt4d. ' Exkzlted at Sala s Ana, California. Michele Medina . . . .. . . . . . . . . . . . 19 . .9.2. . . . . . . �Irsrtrtu a ,, PROOF Of PUBLICATION r4 7 1 I - - .. - Syr.. -•,. ._- .••,. ,....,,.. - - � � .... _. r .�.s �..... ,r �•.-, ... -..., __ .. �.. _.r .. r _ I 1 ♦ • r A u I �r + • _IA • . • 1 • • .RAIf r • • ' b 1 • r A1f .f• fILM / • t-71 lip MF- ob f - _ �- ':�•.'• -: �,. ;r�.,:fir;;, � � w l; •74- q0t •_-lt_ i- -I -• - + J ,•r F: j � I r i. a tr J. 1, 1 J P Mo r171 l �I�Mq"P.l��elrNi Jr. Vift P"Gi&W Mr, Robert Fxanz r"IVADW Deputy City Administrator NNW Cue" City of Huntilgton Beach Time OLnP 1°•'01 200D Maul Street N'"YY"i Huntington Beuh, CA 921618 mow.::o01ft 101 CAkkwaiA Sava March 5, 1992 2750 Sm Frmc6m CA 44111 Tel:415 V54.3270 De r Bob Fix:415 954.3244 Hunter 'Holdling has brought lne up to date on your financial needs, and I am pleased to say that Morgan Guaranty is prepared to offer you an interim alternative to a stand-alone new money bond issue for your Main Pier Project Area. Borrowing from us would give you timing flexibilky for your bond sale and the potential efficiency of including This new money nzed in the refunding i isue you have been discussing with Hunter. We currently can lend at very attractive rates. For instance, if you were to borrew today, your interest cost for up to 6 months would not exceed 5%. The, terms under which we are prepared to lead are as follows: BORROWER: Huntington Tkac`1 Redevelopment Agency Ahtouw: $41750,00) PURMSE: Bridge loan to finance infrastructure for the Main Pier Project Area. UP-FRONT FEK: None commnmwr VU: None BORROWIM )BATE: Adjusted LIBOR + 112% RATE RAW: Actual/360 INIOUM I Otis: 1, 2, 3 or 6 months raM� , 'fit' •' . • r c I 4 4 J P Morgan EvmuoN o)r COMWmWENr To Lim: April 15, 1992 MAL 1KAnmrrY of L)AN: September 30, 1992 PmAnurrr: Loans prepaid are subject to a $500 administrative charge and break-funding costs (if any). sy-CUUM: Pledge of tax increment revenues from the Mail, Pier Project Area, subirdinate to the pledge of such tax increment revenues tinder the Main Pier L A= A gimment securing the Huntington Beach public Financing Authority 11988 Revenue Bonds, .Series A. Awri'loNAL COVENANrs: All borrowing to be repaid from the proceeds of the next sale of bonds for the Main Pier Project Area. LEcW. I;XpE-Nsm: We anticipate using White & Lase, Los Angeles, as bank counsel. Their fees and expenses are for the account of the Huntington Beach Redevelopment Agency, whether or not the loan closes. Their fees and disbursements will net exc ml $25,000 if the loan closes by Ap-7i 15, 1992 in the structure cuncntly envisioned. We have provided you, we think, with an attractive alternative, Bob. please give me a tall if you have any questions. I look forward to hearing from you. Sincerely, M +"'�r CSC: Hunter Holding, Y.P., J.P. Morgan Securities Neil lust, Esq, Whitt & Caw Mate Northcross, Kelling, Northcross Ae Nobriga Scott Mors, Skme & Youngberg Ed Schilling, Stone & Youngberg i r t Notkae of Exemption Appendix 1 Office of Plannin j and Research Cit of tlt,nt;n ton Beach 'f`tt: � � From: (Public Agency) YM g 1400 'ren0i Street, Room 121 2000 Main Street t Sacramento, CA 95814 (Ar!clrelt) County Clerk Huntln �o.n t _Ile.ar _ (� County�1f Orate .e --- %00 Civic Center Dr . west, P .O. Box 836 ;r "'4•, Santa Ana, CA 92701 Project Title: Amendment. _ to thy. Waterfront Uisp.2L ion_and_ Devalo�ment _Agreement Project Location - Specific: Separate Development Parcel No.. 1 (Waterfront Hilton- 21100 Pacific _C_Qa,0t H-:igb a Project Location City: Hu11t.iaq-to11_Deac1Jh__ 7'roject Location - County: Or n�e� Description of Project: �1*>1�21r11IItwI]iw_t�the _DrX1.-_betwc�e��Robert L. _May_e_r. and the City of_� 1 11X�tinq x:► each_fiesi �r..1a_gm :nt_;E1q�tlt y_r g rcling__i he financial terms- of Separate DeR-16pmer..t_ Pa_tval Name of public Agency Approving Project: CitY Jof Huhtr.f:ngtor. Deach�City Council_ Name of Person or Agency Carrying nut Project: S naphen.-Kohlar Exempt S�Wus: (rhenk- ore) [-] Ministerial (Sec. 2',080(b)(1); 15268); n Dccl=6 Emergency (Sec. 21080(b)i3); 15269(7)): © Emergency Prrjcct (Sec. 21080(b)(4): 152G9(b)(c)); (] Cat,tgorical Exemption. Swic type and section nwrit,v.1r: Statutory Exemptions, S:a;ccodc number: Other. State Qde.No.15 3 Reasotts why projact Is exempt: Thy. ame,� of revises economic appectl bet::ween the City of f'untington Beach Red;velopment Agency and the developer f6r an already existiag hotel-t as such there is no possibility that this project will haveM a sMVd c llc� adverse impact on the environment and is not �-ub ject to LCoMent Parson: Sta11hip:1 Kcahyer Area C'odelrelephone/Extension: (714) 536�5457 If hied by applicant: 11. Attach rmrdfied document of txen,ption finding. 2. Has a rtrstiee of exemption been filed by the public agency approving the project' l�] Yes [:] 14o Signature: - _ ) ,ace: �._ ._. T01e: Sigttied by ixod Agency Date received for filing at OPR: 0 SipW by Applicant Ravi-red oclober 1989 f�i.Ay Revised 3/5/92 HUNT'IN GTON BEACH REDEVELOPMENT AGENCY Discharge of Debt - Waterfront r. Urnbursernent Developer " r. f Casts InGentve Psvrri1njjL Tot$L_____ . . Courant $0,153,901 a 3,100,000* *Ee,188,901 to #9,2 58,901 (1e VISA) Noposed $4,225,000 to $4,300,000 $886,000 5,111 ,000 to $5,186,000 (See "Contingonny") Total Savings: Minimum — $972,000 Maximum = 44.,147,901 SUMMARY 1. Agency saves r;tinirnum at 0972,901 . 2. All payments to Waterfront are ftinded by to ,es received from Hilton Motel. 3. Leander Bank extends Waterfront loan to 1/1/9:. 4. After 1/1/93 Agency/City will receive all bad taxes from 1111ton (currently required to reserve 60% of bed tax revenues for repayments to Waterfront). (elONTINGENCY Bonds to generate $4,300,000 ($4,225,G00 if "stend alone" bond issue) for discharge of debt to be lasuiud only If Disposition and Development Agreement Is amended. *NOTES: 1. Present Va hn of Developer Incentive payments through July, 2000 (Total estimated payments equal 44.1 railtion) 2, Devekper Inaendvs payments under 1988 ODA are paid only if second Hotel is eer oucW. REPORTS/'AJF-4 Cn w Y Rlc1t1W L Botti .;00 South Grand Avenue,Suite 1480 CNvin B. Hollis,!I Lim Angeles,California 90071 thllarl H.H=1 ?13/6�'2-Ji0S+5 �x 213/521.5?A4 SAN DIEU0 619/%7.0380 Heins A.Schilling SAN FRANCISCO 415/ "-3050 rllmathy C.Uly A.Jerry Key ter Kara,Sarle Funk. Rabe !r Wetmore Michwel(:onkm Denim E.Conley re bruary 28 , 1992 Mr. Stephen Kohler Project Manager Huntington Beach Redievelopntent Agency 2000 Main. Street Huntington Peach , California 92648 bear Stephen : In accordance with your request, Keyser Marston Associates , Inc. ( KMA) reviewed the Third Amendment to the DDA for the multi-phased commercial/residential Waterfront Project . The amendment concerns the repayment, of the Developer loan by Lhe Huntington Beach Redevelopment Agency, which is defined in Paragraph 5 of Attachment 5 in the 1988 ?DDA. This amendment also includes a restructuring of the developer incent: lre payments related to the Hilton Hotel; the original terms are dL. i-ned in Paragraph 4 of Attachment 5 in the 1988 DDA. '.rhos KMA review was performed to quantify the differential cos I.-s to be incurred by the Agency by virtue of the implementation .-f the Third Amendment to the DDA, and to determines if an an►encLient or revision is required to the original Summary Report written pursuant to S®ction 33433 of the California health and Safety Code . The terms) of the original DDA for the Waterfront Project require the Developer to provide the Agency with a loan for various infrastructure improvements . The Agency was ubU3ated to repay the Developer for the allowable costs with 38 . 5% of the property tax inrre nt revenues and 50% of the transient occupancy tax (TOT) 4vitAUGS (calculated at a b% TOT rate) generated by the Waterfron+: d6V&10p0*nt . Based on tha terms of the Second Amendment to thz tiDA, which was executed on or about August 1 , 1991, the unpaid principal on the loan amount bears interest at 10% per annuri. The Agency is obligated by the 1988 DDA to continue to repay this obligation until such time as the loan plus accrued .interest is co pplately discharged . There is no forgiveness cle.-ae in the loan 1#Y �i�'ry y ` .• .. . 1�_„.,.y�.�I,',f r ,' r i }': .,1• 'Q,.. *•C,�i� o-�i,,4 ItiD'�•rffI7V1"�'~j-�+4i 'wry_. ' M'•f r I . w � Mr . Stephen Kohler February 28 , 1992 Page 2 agreement . As of March 2 , 1992 , the outstanding balance on the Developer loan is estimated by the Huntington Beach Finance Department at $6 , 158 , 901 . The executed DDA also provides the Developer with incentive payments equal to 38 5% of the property tax increment revenues and 50% of the TOT revenues ( 6% TOT rate) for a. ten year period following the construction of the Hilton Hotel . However, these incentive payments are deferred until construction io commenced on the second commercial phase of the Waterfront development . Therefore, if no subsequent: commercial ddvetlopment occurs on the Waterfront Project, the Developer is not entitled to receive any incentive payments . However , assuming the subsequent development proceeds on schedule the present value of theme incentive payments over the ten year period is currently projected by cite r:nntington Beach Finance Department at $3 , 117 , 000 . yThe Third Amendment to the DDA provides For a restructuring Of both the loan repayment obligation and the Developer incentive payment terms delineated in the original DDA and the subsequent amendments . In return for discharging the: Agency ' s obligation to repay the $6 , 158 : 901 loan , the Third Amendment calls for the Agency to issue a bond with net proceeds of $4 . 3 million, and to restructlare the incentive payments . The amended transaction requires the Agency to provide the Developer with the incentive payments equal to 50$ of the 61 'rOT rare that have accrued to the Hilton Hotel through the and of calendar year 1991 , and -to provide the Developer wit_n 60% of the total TOT revenues at 10% generated by the Hilton Hotel during calendar. year 1992 . In addition, the Agency must provide the developer with 38 . 5% cif the property tax increment revenues accruing through March, 1992 . The total Developer incentive payments related to this proposed amendment are estimated at approximately $886 , 000 . The terms of the Third Amendment dictate that the payment of the esA:imated $886 , OUO incentive payment will relieve the Agency of t!:e obligation to make any additional Developer incentive payments related to the Hilton Hotel in the future. The payments to be made by the Agency total approximately $5 . 2 million . They currently outstanding loan balance, which continues to accrue interest at 10% per annum, is approximately $6 . 2 million. Thus, the Agency is saving $1 . 0 million in known costs by entering into the Third Amendment to the DDA. In addition, the Agency is elLtuinating a contingent liability of $3 . 1 million in future Developer incentive payments . Thus , the potential savings to the Agency related to the execution of the Third Amendment toted approximately $4 . 1 million in present value terms . California Health and Safety Code Section 33433 requiros that a Summary Report setting forth the details of a propo©ed Disposition and Development Agreement ( DDA) be matte available for public Kev�CrIVI c. wi Mr. Stephen Kohlor 10 February 20 , 19S1 Page 3 inspection prior to the approval of the Agreement . The Summary Report must describe and specify : 1 . The cost of the proposed Agreement to the Agency, including relocation costs , site clearance costs , infrastructure a:-jets and the expectad interest on any loans 'or bonds to finance this Agreement; 2 . The estimated value; of the interests conveyed anet leased, determined at the highest uses permitted under the Redevelopment Plan; 3 . The purchase and lease payments to be paid by the Developer . The DMA review of the proposed Third Amendment: to the Waterfront Project DDA indicat:c:s that there has been a reduction in the cost 01 the proposed Agreement •4o the Agency from that estimated in the original Summary Report . The original Summary Report estimated the Agency ' s total cost for the entire Waterfront commercial and residential project at $3 . 99 million . Based an the proposed modifications to the Agreement• , the cost to the Agency should be reduced by $1 . 4 million . This would result in net Agency costs of $2 . 59 millioi. . If the elimination of the contingent liability for Developer incentive payments it taken into account, the Agency is anticipated to generate net reve:iueR of $510 , 000 , bisect on the asbumptions embodied in the original Summary Report, at, modified to reflect the terms of the proposed Third Amendment , The balance of the assumptions uti.li��ed in the original Summary Report were ;.at modified, because they were not impacted by the terms of the proposed 'Third Amendment to the DDA. A copy of the original Summary Report is attached for your convenience . Please do not hesit-ate to call if we can be of. any further assistance . Yours very truly, KEYSSR MARSTON ASSOCIATES , INC . Kathleen H. Head Ulf :ybd r svlomftY REPORT This sucmaary report has been prepared for the Huntington beach Redevelopment Agency ( "Agency" ) pursuant to Section 334:13 of the California Health and Safety Code . Thin report; nits fortA certain delt)iila of a proposed Diopositicn and Dovalopme nt Agreement ( "iigreteme+nt" ) between the Agency and Robert L. May-or ( "Developer" ) !or the development of a multi-phased commeerrial/rasident•.ia' project including four first quality hotels ; an athletic/tennis club, a specialty retail center and a madium density residential subdivision . The proposed project is located in the Main-Pier � Redevelopment Project Area in the City of Huntington Beach . This report describes and specified : 1 . The cost of the proposed Agreement to the Agency, includ- ing relocation costs , site cl-earance (:oet x , infrastrur.- rureg costs and the expected Interect: on any loans or. bonds to finance the Agreement ; 2 . They estImatiod value of. the Interest-, conveyed and Leased, determined at the highest uses permitted undar• the Redevelopment Plan; 3 . Tha purchase and lease payments to be paid by the Developer . Thia report and the proponed Agreement is made availab.ln for public Inspection prior to the approval, of the Agreement . A. SALIENT POINTS OF THE AGREEMENT 1 . eve1vror goaggaoibILLUu Under the proposed Agreement, the Developer; agrees to ground leant the 20 acrb cvmm�rcinl parcel. aad purchaser the 24 acre residential parcel from the Agency. Th:.A ' developer must: develop and connt:ruut, or causer the developments and construc- tion of, a mul';I--phased commercial and residential development at a cost of me least two hundred and twenty-five million dol- lars ( $225 Brillion ) , exclusive of lend valve. The project. must be constructed within the prescribed time frame and must consist of the fo'.lowing uses e) A 300 room first: quality hotel to be commenced no later than 30 months after the signing of the DDA, b) An athletic/tennis club to be commenced no later than a) A 450 to 600 room first quality hotel to be uorwenced no later than 1996t. t„ d) A 2 2 5 to 290 room ai l l- ou l.te hotel to be cflmnieneed no ,later them 2001 . e) A 76, 000 to 99 , 000 'square foot specialty retail center to be commenced no later than 2004 . f) A 400 to 450 room first quality hotel to be commences,. no a later than 2004 . g) Residential development at a maximum density of 25 units per acre, with totta►,l development of 875 to 894 units . The residential phavinri must coincide with the commercial developments h) Ail on -site improvements relating to the development of the property . These improvements must be constructed .n accordance with the terms and schedules set forth in the .Agreement including, but not limited to, the fallowing: i . A►11 on-site Improvements •- sidewalks, str-eat light.. ing, curbs , vtreet trees , street improvements , park- ing structures , etc . These improvements shall con- form to the design and materials standards approved by the Agency. ii . sanitary ©ewece , storm drains , fire hydrants, water supply, gars ,lines , telephone and electrical power facilities must be brough '� tea , modified, or relo- cated from the per;:netar of the property. ili . Addi.t'ional improvements requira-d as a r6sult of an Agency ,end/or City review of plans , dravii.ngs , or en- vironmental assessments relating to the Developer improvements or to this Agreement. i) The costs associated with relocating the beach main- tenance facility located on the development site, and 1/2 of the costs ( $250 , Oho maximum) associated with Con- structing rta overpass- across pacific Coast Highway. j ) The developer shall be responsible for providing the Agency wl,hht a loan of up to $4 . 5 million to relocate th• existing mobilehome park reel.dente , plus 100% of the costs required to .extend Walnut Avant e, J1611 ovide a spur street from pe►cif is Comet Highway to residential, development And the - reabandonment of the oil wells lo- cated on the development sit*. 2. A96491 1321+2naib;llrl s The Agoncy is responsible for and shall coxanit to the pro j*ct the fol loxing: 1 . a) Pu.t0havee', the development parcel from the City . Ground ,lease the 20 acre commercial parcel, and sell the 24 acre kessdential parcel to the developer . .1 b) All coats associated with relocating the existing mobilehome park residenhe . e) Repayment to the developer of the costs associated with the infrastructure improvements de+ta.ilad in 1-j ) above , to a maximum of 38 , 50 of the property tax increment xavenues and So% of the transisrit• occupancy tax revenuea generated during the f1rat ten operating years of each development* phasa . d) All casts associated with the relocdt ion of the axisting oil p1pelkne, plus a maximum of $900 , 000 in soils test- ing/cleanup activities . d) Tn addition, to (b) above , a rebate to tho developer o1; ; 38 . 5% of the property tax increment revenues and 501 of the tranvient occupancy tax revenues generated by the caimercial uses, during the first ten operating years of aarh development phase . These revenues wiz. be delnrred and accumulated with latereet until the c:otmencemant; of the subsequent: development phase . f ) In addition to � b) above , a rebate to the developer of 38 . 51 of the property tax increment generated during the first ten operating years of each residential development phase . 3 . The proposed agreement: provides that the Agency will acquire the development parcel from the City of Huntington Beach . However, $ 16 . 1 million of th 3 acquisition costs will be offset by the disposition proceeds rec aived by thro Agency from the developer . The remaining balance will be financed with a promLssory note from the-.Agency to the City . This note will be► repaid with project area revenues generated In the future. The Agency will repay the developer loans for regional in- frastructure improvements and wabilehome perk residents relocation costs from 38. 3% of the property tax increment and $O1 of the tra<noient occupancy tax revenues generated by each dlevelopsent phai' for the, first 10 years of operation. The Agsndy lball finance the mabilehom.e' park ' resident• reloca- tion 009"te not. .O�ivancsd by the dovel0'Per• .using project-, area apt icacreaent tand� . 'fhe inlraetxucture improvements not financed by th,* developer will also be funded with --reject area revenues . { !®,E�r.�44p,. ir•r.} • f �, ray 1 ZA • r \ y S A� COST OF AGREBMZN7! TO THE 1 GNMY The estimated net costa : of the Agreement to they Agency, in present value termo , are as follows : Fair market value of City parse). $45 , 200 , 000 (Lode.) Deeveelnper leasehold interest 22 , 900 , 000 \rays.\--r—www Agency cost to acquire City parcel $22 , 400 , 000 Direct public improvement and relocation Coate 41820 , 000 Developer loan repayn.eatr - incl,ud.inq Istereot 91280 , 000 Property t&x increment; and transient occupancy tax reba o to developer 91 550; 000 Total Costs $46 , 050 , 000 Aj enm2A Lard Di.sponition Proceeds C%=merclal ground lease $10, 060, n00 Recide nt ti al Land sale G, 01,0 , 000 Yowl land dieposition proceeds $1610701000 Property tax increment X9, 150, 000 Transient occupency tax transferred to the Agency per ,Agreeme nt•, 6, 840 , 000 vl Y�!rM•r y�•YY\ Total Reevenaes $42 , 0001000 Net Cost to Agency $ 31990 , 000 C. 9871HATMO VALUE OF TXt 7NTXRZSTS TO AN COUVRIM TO TRN DMLOIFER DMRMlINXD AT TNX NICHNST via PIRMITTSD UWDsn TNZ EMS PLAN The determination of the estioated valve o: the interests to bra; .'C*aaeyed to the Developer pursuant to the pi:opossd Agree- swat was wade by Aiyser Marston Assoclate4 , Inc . (KY-A) . HMA oa►ncludod that maderate density residential development would generate the highest value 'l tb the ' la id , and ,that this type of development would support a1.. land value of approximately $4S $23 , 50 per square foot:' However, the site , is dur- 1, rently encumbered by a lease, which has a value to the lessee of $22 .S `mllllon . Thus , the fair market value of the Jite at the hi ,heist and best use , and not taping the Agency goals and object van into account, , is $22 . 4 million . 0 . PURCY"...E PRICE BY DEVNLOPICA AND RLASONS FOR DuFERENC.r IN FAIR MARKET VALUE FOR THE HIGHEST USE UNDER THS REDEVELOPI.ZMT PLAN I The devel eper shall ground lease the 20 acre commercial �rrarcal for a 99 year term. They total. of these payments ise estimated at: approximately $150 million , and the net present 'value of these payments is $10 . 06 mil lion . 2 . The' Developer shall purchase the 24 acre residential par- cel in phases . The net present value of the lnnd paymE:nt is $6 . 01 W.ilion 3 . The Developer land acquisition payment will jbo offl;et by e public revenues rebat;o with a net procen.: value of $9 . 01 million . The net acquisition price of the parcel. is $7 . 06 nil 1Ai.on, which is $15 . 34 million less than the fair market: value at tt:(! high:»t and bast use / Given this differential in tl' G actvAI 19tI.l15 price and 1,:iasse payments , versus the fair uta0..et vanlue of the si. to a : the highest and best use consistent wlth the Redevel.opmant; P10I11 California Health and Safety Code Section 33433 , req ;.rea an ex._ planation .for the Agency accepting a loweti price . F As a compcnant: of the gain-Pier. RedF ,;elopment: Project Aron speciii.c Plan the Agency established i:he goal of attracting ma jcr visitor sez ing commercial uses to the project area , The proposed project achieves this goal with the inclus Lon of foixr major hotels and a specialty retail center , which creates a resort hype atmosphere , and is expectod to attract over 150 , 000 visitors annually - However, the magnitude of the project , and the quality level re- quired by the Agency makes the proposed project a pioneering ven- ture within Lhe context of the downtown Huntington Beach market area . Thus , the developer must: incur a signif.icanL level of risk to undertake this pro fact . The. economic analysis undertaken by MA concluded that to order to mitigate the extraordinary developer risk level , and ':o allow the project to achieve economic viability, the Age acy must reduce the land coats to the level justified given the erconowic characteristics of the proposed development . The KHA analysis determined that the economic terms embodied .in the DDA and the ground lease are fair and yressonable . Howeever, this conclusion in inextricably tied to the enforcement of the developmet� scope and restrictions embodied in the proposed DDA. I r ... :. ... i I , `• 1 5• �. fir• f, , fR'1' � ' , '• .. , . i • i' i 1HE01, 'EST FOR, 01"! Y COUN, Ilk March 2, 1992 Submitted tu: llonorablo tolayor/Chairman and City C'ocincll/Af; or;y 1.1eniher:. So>;bmitteerd by: Mich.-,A T. Uberuagn, CIty Aclmin;ytr;itor/f;•reriitivc� Director i Pmpsred by: Barbara A. Kaise:, Deputy City i 1minlstrato►•/f:cono.,.inir. DO.Yelopment Subject: REDUCTION OF 39--DAT REVIE,..- TO 14 DAYS -•- '111IRD AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT V+WITH THE WATERFRONT Consizunt with C-cKmcii Pollcy7 I ] Yes Ne w .P licy or Exc:913tion Statewmt of issue, Hwornnwidwtion, .Aimlysis, i"ur.linq Source, A{te+a•::`_ _ .� h jRj7Mt1 r;LiN�;It. ! h'_1W1114- ELIDE 1",51 E- �r��'c� .}.r'',ti��.�yr..nirl.�;Tji/1'(.1�•'.r ~ Currr:nt policy requires Di .position and Development Agreaernerrts (DDA), or amendments th:�reto, to) be ,iubriitted for review 30 days tnr:or to a public lwarinr. Arriend,meot No. 3 to •Fhc 'Waterfront DIDA needs to be considered simultaricou;iy with refu,iding of the Anr.acy's 198E t:tx alloc z tion bonds and the sclir.,dule for this Bond issue will not permit the 30-day review period. Rcc;uce thy 30--flay .idvar-e -eviecr period to 1,1 clays for the Third Am wiidinent to the Disposition and Developmer7t A.,_;-,-ecment for The 'Naterfrort_ Project between the Robert Air,yer Trust 311d the ;:ecie, elcp;ncnt Agency of the City of Feintini;to►z Reach. under the terms of -tile c dstinb DIDA between the Redevelopment Agency and the Robert Mayer Trust, the At;�ncy owes certain sums of m-ano expended by the Robert Mayer Corperatlon ibr improvoments attendant to the construction of The Waterfront Hilton. The original Agreement calls for the Agency to reimbtuse these costs over time r from tax increment P,c.d tram,,!:nt occupa lacy tax. Recently staff has been successful in re•-negotiating the terms of this Agreement so that the Agency may prepay this ob)ig.9flon In cash eit a discount (the specific terms of this Agreement will be the subject of review by the City Counc.IV Redevelop.ment Agency as part of your regular meeting agenda for March 1.6, 1992). In order to comr;!inaie the Amendment of The Waterfront DDA and the sale of the refunding tax allocation bonds, the usual ;10,-day review by the City Council/redevelopment Agency of the Amended DDA will not be possible and it Is requested that thl: 30 day requirement be reduced to 14 days. r y ' rr•h c ;. r MOO a 41 .4 ti rh Si AxD 192-13 1 it 1 Mot e19llcrble, 00 0 0t%waive the y review p0iod of the Development and PIspooi tion agreement, tlnd dewy the prqpoW Bad Imm. AMU Rlgr t; for Redevelopment Agency Action, dated June 3, 1991 implementing 30 day r iew requiminent. MT U,fBAlt/S VK:Jar 0543r k r` dr "110-�- 'r ,P, � {' t Xn yIN I , air ew INTER-DEPARTMENT COMMUNICATION ,, � Ct1er From Connie Brwkwray pftopl arderokpoent Sped list City Clerk $ubler rt Socond Amendwemt Date August 6, 1991 Watee'l raft alspWtion do Development A�rease�t Pl"e got tltie signatwo of warty City Administrator, Executive Officer, Attorney, etc. thm tW Chairman and Clerk will execute the document. t "4K '•1 y, r. + r REQUEST FOR CITY COUNCIL/ REMVELoPmENT AGENCY ACTION RH 91-57 Ault 5, 1991 lwwtw to- Honorable MayoriChairman and City Council/Agency Members N gubMft! Ify. Michael T. Uberusga, City Administrator/Executive Directornow by; � Robert J. Franz, Deputy City Administrator/Administrative Services SECC)L.OPbWENT AGRE-EMENT A:S.SI NMF14TO AND CNT ONSENT 1ENT ON AND DE1�E , UARAN'l conws w Whh 4esiNW1 Fwky? ( � Y!e Now Polk�y or oYED BY t;i�Y COUNGYL 7 Soft~of Imo, RemrarM MA VM"P, Anly*,p F'INfi IN &ura,001d OITY �,,CRY. 8TA1'E1�'�T DF IS.SII�: t1nder the terms of the 1988 Disposition and Development Agreement (DDA) beLweea; the Redevelopment Agency and Robert L. Mayer Corporation (RLM) the Agency�fwe�- reimbursable expenses to RLM[ for costs incurred on the Agency's behalf. Through thin; amendment to the DDA, RLM wishes to assign this receivable to First CalOdr`'1W Capital Markets Croup, Y,nc. cs:, • •<.�m ra r' C 1. Conduct the public hearing. 2: Approve and authorize the City Clerk to execute the attached resolution of the City Cotmell approving the second amendment to the Disposition and Development Agreement with Robert L. Mayer; 3. Approve and authorize the Agency Clerk to execute the attached resolution of the Redevelopment .Agency approving the second amendment to the Disposition and Development Agreement with Robert L. Mayer; 4. Approve. the Assignment Agreement between Robert L. Mayer Trust and first California and ,approve and authorize the execution of the Consent to Assignment between the Redevelopment Agency and Robert L. Mayer Trust and; 5. Accept and approve the Guarantee of Robert L. Mayer et al, to the Redevelopment Agency of the City of Huntington Reach dated August 1, 1991. ANA : Under the tex•ms of 1988 Disposition and Development Agreement (DDA) with the { Robert L. Mayer Corporation (RLM) the developer incurred expenses on the Agency's behalf in connection with Phase I of The Waterfront. Under the terms of the DDA, these expenses were to be reimbursed to RLM by the Agency through the payment of a percentage of Transient Occupancy Tax (TOT) and Tay. Increment (TI) as collected over time. s• a � ,:;'fit.�+• •I oti5 VEMW KAMM RH 91-57 Page two A 1 As pert of the rtnegotistion of the DDA, Agency staff and developer have agreed that the amount to be reimbursed is $59660,368.00. This amount includes cats incurred for ca wwwtian of off-41te improvements for the Hilton including Pacific View Drive with utility exteneicros, and cxumovetion experum relating to Ocean View Estates Phase 1. Rather than, wait for repayment of this amount over time, RLM would prefer to assign the receivable in exchange for a cash'payment at this time. First California Capital Market gaups, Inc. has agreed to purchase this receivable from RL,M. If approved, this assignment Mould then requires that the Redevelopment Agency make the scheduled periodic ppa�yyments of Transient Occupancy Tax and Tax Increment to a trust established by First California. First California would then sell the right to receive the Redevelopment Agency's tax Increment and transient occupancy tax to investors in increments no smaller than $100,0W which Mould be called "Certificates of Participation". The Assignment Agreement stipulates the terms and conditions through which the receivables of the Agency will be assigned by Robert C,. Mayer to first California Capitsl Markets Group (First California) and the consent to assignment provides the Agency's apptt I &I for this action. To mitlgste the Redevelopment Agency's risk, Robert L. Mayer acting for himself, Trustee of Robert L. Mayer Trust of 1982, and as a partner in Waterfront Construction Dumber One Ms. agreed in the attached Guarantee dated August' 1, 1991 to ,make available the' assets of all these entities to the Redevelopment Agency against the possibility of either a default under the 'Lease or litigation against the Agency in connection with the balance of the new debt instrument. Additionally, the documents allow the Redevelopinent Agency to foreclose upon the valance of the Waterfront site to ellmlmte the existing roaster lease between the Redevelopment Agency and Robert L. Mayor Trust to further secure against the above. This would provide the Agency with unencumbereri fee title to this property so that it could be remarketed or mortgated to addrims a default under the First Califurnia transaction and payment to that trust. In addition, the attached second Amendment to the DDA would amend 'the interest paid on unpaid prirAcipal to the fixed rate of 10% per annurn compounded monthly rather than an adjwtable rate of two points over The Water!ront's cost of funds. Lastly, in exchan,e for the Agency's approval of this assignment, the attached amendment would eliminate. the Agency's requirement to pay RLM lost rental income as a consequence of the removal of coke ches from The Driftwood Beach Club (Keyser Marston estimates the total value of -this to the Agency is approximately $1.2 million). The Agency's financial advisors, Keyser Marston, has reviewed this proposed amendment and reached the amclusion that it does not substantially alter the economic terms of the original Disposition and Develonment Agreement. Keyser Marston's report in this regard is attached and also shows that If the Agency's obligatioa to Waterfront was paid over time from TOT and Tl with interest the total amount paid would be in ex^ess of $44 million ovex forty ye.*rs with a present value of approximately $3 million.. I t . r RCAIRAA RH 91-57 August S, M Staff has eoluated the risks of participating in this method of financing. These risks nosy be summa dad an follows: a. RLM's,personal guarantee may prove insufficient but the value of regained title to the Waterfront project site (exciuding the Hilton Hotel site) outweighs the amnetw7 risks; b. The .Agency',l credit/management rating may d%Hne since the structure of this firm sing will be considered as one factor in rating the City/Agency; c. RLM must repurchase $5.6 million in debt prior to starting the next hotel. This will be doge from proceeds of the new loan, and places a financing burden on .he next phase; -= d. Ths Agency ft regoes the right to offset TOT and TI for other purposes under this financing since the existing bond is cancelled; and e. The Agency has no guarantee as to future financial stability of the Waterfront pro , Staff has minimized.the risks to the CitylAgency to the extent feasible and recommends edit with the actions approving and authorizing the financing. It'" important to mte'that the, revenue stream of,TOT and TI that would be assigned to Pint i;elifoc�a th the attached DDA Amendment. is also planned to be used for tlse reM t of bold irdehtedrmss incurz 4 as part of the impldmentatioa of future phases of The *aterihftt Project. SpecifloaW, the obligations of the Redevelopment Agencyr.to. Rx.M far' .the 'next phase of commercial development and the first phrase of the residential dmiopment will require costs in excess of $31 •million to be financed and be` repaid from a variety of sources including the TOT and TI from the 'Hiltom Tbwefore It will be necessary for RIM to repurchase this ass:gnment from Fiat Wif la in advance of. the Implementation of the next phases of The Waterfront PnklWL in'this tutu- the Agency would be released from its obligations with the ODA is the sweat' the doper falls to ireptrdisr by September 1996. The currenit to the Hilton, the oft of thin transaction and the farm of Robert L. Mayer'e pwoml Guarantee as summarized on the attached Exhibits 1 -- 3. ' L Do Wort approve the attacW Amendment to the Waterfront DDA and attendant droc+uments. Trangent Occupancy Tex and Tax Increment generated by the Waterfront Hilton, r 1 r I"t F� I 1g I I P I C1.1 en r k4 1 � 1 . . RWR" RH 91-37 ! i l� : City:CqmO Rwdutka 3\ S6=6 to DDA 4\ Aniffnment A mment S. CAumt to Amdgnment ,�� '�. K�yi�r �rston Repast 3. Eaiibits 1 - 3 WM/BAK:Jar 9420r r .Lr REQUEST FOR CITY COUNCIL/ . REDEVELOPMENT AGENCY ACTION RH 91-52 7/af/ $po - July 29, 1991 / Dw *Amft d to: ' F norable Mayor/Chairman and City Cowl/ASency Memben U t by; Michael T. Uberuage, City Adminiatrator/Executive Directort wed by; Robert Frant, IMputy City Administrator/Administrative Servicer 4�Z rwg:;V SECOND AND CONSENT TO ASSIGNMENT - THE WATERFRONT DISPOSUM AND,PI EVEL OPhIEINT AGREEMENT � � 6 311 Cwa�kawt whh Cowl Felkv? mr Yea I 1 Ns+w Folks beer or E=" L,�� `5 8tabersent of Imw. Riaamnrsndatian. Analyst:, Fug dit&wnw, Alta"alw Actions, Atmd�mos� : AII`F. -NT OF ISSUE: Under the terms of the 1988 Disposition and Development Agreement (DDA) between the Redevelopment Agency and Robert L. Mayor Corporation (RLM) the Agency owes reimbaraable expenses to RLM for costs incurred on the Agoncy's behalf. Through this amendment to the DDA, RLM wishes to assign this receivable to First California Capital Markets Group, Inc. Y I. Conduct the public hearing. 2. Approve and authorize the City Clerk to execute the attached resolution of the City Council approving the second amendment to the Disposition and Development Agreement with Robert L. Mayer; 3. Approva anti authorize the Agency Clerk to execute the attached resolution of the Redevelopment Agency approving the second amendment to the Disposition and Development Agreement with Robert L. Mayer;. 4► Authorize all appropriate officers of the City and Agency to execute all documents necessary to conclude the Second Amendment to The Waterfront DDA and assignment of receivables to First California Capital Market Groups, Inc. Under the terms of 19U Disposition and Development Agreement (DDA) with the Robert L. Mayer Co rporation twpKsration (RLM) the developer incurred expenses on the Agency's behalf in connection with Phase I of The Waterfront. Under the terms of the DDA, these expenses were to be reimbursed to RLM by the Agency through the payment of Transient Occupancy Tax (TOT) and 'fax Increment (n) as collected over time. As part. of the renegetlaftn of the DDA, Agency staff and developer have agreed that the amount to be reimbursed is $5,6G4,368.00. This amount includes costs incurred for 1 y 1�1 KAM" RH 91-S2 w July 2901991 �a j� two Y construction of off-site improvements for the Hilton includInS Pacific View Drive with utility extensions, and construction expenses relating to Ocean View Estates Phase 1, Rather than wait for repayment of this amount over time, RLM would prefer to assign the receivable ,in exchange for a cash payment at this times. First California Capital Market Croups, ]nc. has agreed to purchase this rectivable from RLM. If approved, this ssaign6ent wmild then require that the Redevelopment Agency matte the scheduled periodic payments of Transient Occupancy Tax and Tax Liciwment to First California. In additiang, the':attached second Amendment to the DDA would amend the interest paid on unpaid principal to the fixed rate of 10% per annum compounded monthly rather %han an ad�ntable rate of two points over The Waterfront's cost of funds. Lastly, In exchange for the Agency's approval of this antipment, the sttachsd amendment would eliminate the Agency's requirement to pay RLM lost rental income as a consegionce cf the removal of coaches from The Driftwood Beach Club (Keyser Marston estimates the total value of this to the Agency is approximately $1.2 million). Tk,,►e Agency's fifiancial advisor, Keyser Marston, has reviewed this proposed amendment and reached the conclusion that it does not substantially alter the economic terms of the original Disposition and Development Agreement. Keyser Marston's report in this regard is attacbed and elso shows that ;f the Agency's obligation to Waterfront was paid over time from TOT' t nd TI with interest the total amount paid would be in excess of $44 millions over forty grease with a present value of approximately $3 million. It is lmp6rtatit to note that the revenue stream of TOT and TI that would be assigned to First California through the attached DDA Amendment, is also planned to be used for the repayment of bonded indebtedness incurred as part of the Implementation of future phases of The Waterfront Project. , Specifically, the obligations of the Redevelopment Agency to RLM for the next phase of commercial development and the first phase of the residential development will require costs in excess of $31 million to be fima'nced and be repaid from a va*iety of sources including the TOT and TI from the Hilton. Therefore it will be necessary for RLM to repurchase this assignment from Fiat California Irk, advance of the ;mplementation of the next phases of The Waterfront Project. AL1EE�1 1. Do not approve the attached Amendment to the Waterfront DDA. FUN��'CE; 1 Transient OccrYiFancy Tax and Tax Increment generated by the Waterfront Hilton. I�ZT191l M: I. City Council Resolution 2. Agency Resolution 3, Second Amendment to DDA 4. Keyser Marston Report MTU/RF:jar 9332r Ji. i d•r rli•. . '. '��,G+'YI11,Vet.1• r,ij ^ .1' I r� , I1 4 I VI' ' it •`• t + y •4,.ililw+era.e.r.�,+R'.rNra !vMtr,�p. ,,.,;,.la 0 i t AGENCY CIA)SING CERTIFICATE n ber state and certify on this day of August, 1991: �a Wade i�d eb1► tfy y ugu ti 1. We are they Chairman and Secretary, respectively, of the Redevelopment Agency of the C i of Httt► n Beach p the Age ), a public body, corporate and poll c, orgardzed attd e�dstidg er and by virtue ortk California C:onununity Redevelopment Law and;, as such,we are famfilar with the facts herein certified and are authorized to certify the same. All vitalized terms used and not'defined herein shall have the meanings given to such terns in the Consent of Assignment dated August 1, .1991, by and among the Agency, Waterfront.Construction No. , the Robert L mayor, as Trustee of the Robert L Mayer Trust of 194 dated June 22, 1982, as amended ("Mayer") and First California Capital Markets Group,Inc. ("First Californe), 2. The following m need rrsens were and are the duly qualified and acting officers of the Agency at and duilng all the times as indicated as follows: Nam Tam 91 om Peter Green Chairman ' At all Jim Silva Vice Chairman times during Don,MacAllister Commissioner these proceedlrigs Unde Moulton-Patterson Commissioner and at time Jack Kelly, Commissioner present time $pile RoUtaitle CorrunissionCr Grace Winchell Comndssioner 3. OR August iS 1988, the /1,#ency ado ted Resolution No. 157 approving the execution by the ncy oil the Disposition and ado Agreement dated August 15, 1988 (the "DY3 by and between the Agency and the Robert L. Mayer, as Trustee of the Robert L Mayer t of 19A dated June 22, 19A as amended ("Mayer") at a regular meeting held 10111rMt1t, to re lar adjournment at the next preceding meeting, or special meetings duly called and heliwhere proper notice was given in the manner required by law, 4. 11m Redevelopment Platt for a redevelopment project known and.designated as the "Main- Pier Redevelopment Project" was approved by the City of Huntington Beach (the "City") pursuant to Ordinance No: 2578 and amended by Ordinance No. 2634, which ordinances remain in full ford and effect as of the date hereof, and no action has been filed attacking or ottherwise questioning the validity of said Redevelopment Plan or the adoption or approval thereof'; or any of the findiW and determinations of the Agency or the City in connecion with said Redevelopment Plan. 5. The Agency has complied with the provisions of the DDA and the Consent and satisfied all the conditions on its part to be perfamed or satisfied thereunder at or prior to the date hereof. 6. The interest rate on the obligation under Paragraph 5 of Attachment No. 5 of the DDA (the "Obligation") as of the date hereof is 10%per annum, compounded monthly. 7. The Agency has not created or established, and does not expect to create or establish, any sinking fund or other similar fund (a) which may be used solely to prevent a default in the payment of principal of or interest on the Phase 1 Paragraph 5 Costs or (b) which is rewnab), expected to be used to pay principal of or interest on the Phast 1 Paragraph 5 I ,���•` � ChM, • r N.t'ba1111t(1Mq�1'f!!Mr•r i1 00 r Chou. To the extant MW accrued interest is paid on the P'ha ' 1 Parawspb 5 Costae, such amued i t will be it applied to interest on the Phase 1 Paragrar S Costs when due. & 7b@ l irien i nts Set forth in Mayor's letter to First California dated July 9, 1991, which were t c*dred by'the as sat forth in Exhibit A have not been and are not expected to be sold or othemw a m disposed of either in whole or in major part, to any n + ental person. 9. Mhe Agency will submit any► required informational filings to the United Statts Treasury orfinent withia the time prescribed by law. 1 , 1% will comply with all applicable federal laws with respect to the phase 1 r Costs. 11. 71e Agency has not been noGiled of any listing or proposed listing of it by the Internal Revenue Service ass an issuer whose arbitrage certificates may not be relied upon. J. Redevelopment Agency of the City of ntington Beach, California • By. y Ch rnm (S ) ATTBS . f V r .1� 1 r<, t ar,• vr. . 41 J wN� w� •.w•�1,N nC,.1.JL.1� IF d'.; i'.h u N �.- ti " rl-A aarV4 300 Sarum Grand A nnu+19a11e 14M ,• ,ifd ,J: Los Urpar,Cr1 Wn1n 900"!J ire .WMt! 20/6U.N95 Fox213/62x-S?Q4 ',:;r, RA�101�d0 61MNzo�AO • . , � 14�Idq� "n'M64 C.xe11y A."K"W JGIa RUW Fook Robot J.%tniore miamol Canon Denim a.Conley July 24 , 1991 Me. Bar. rA Kaiser Deputy •City Administrator City of flu„tinaaon Beach 2000 Main 8t:rret Huntington 6-:each, California 92648 Dean Barbera i zn: acc rdattve with your xequ*at; , Kayser MArstan Associates,. rna. (NMA) •;, reviewed the Second Amendment to the DbA for the .,,multi- phas6d* commercial/residential 'Waterfront Project. The smandmant Ccjhoerns the` transfer of the Developer loan to Firdt California Ce4,ttal kirkets Group. The , transfer involves the assignment of socrued ;proparty flax Increment (TI) and. Trea"Bient Ovcupandy Tax (7.M) ro%senuee, owed to the project developer in :return for funding infrastructure improvements related tb the project. The KidiA review was condubted in order to determine if an amendment or revision is required to the original summary Report writtsn pursuant to section 3�433 of the California; Health and safety Code. The terms or the original DDA for th" Waterfront projeot require the . Developer to provide the Agency with n loan for various in � fxastruatu�rs improvements . The Agency was obliglated to repay the Developer . for the costs with 39 .• at of the TI and 50% of the TOT revenue• generated by the Waterfront development. The unpaid prin- aipal Pn the loan amount was to bear interest equal to the D4ve10per1 s cost of funds, which was not to exceed the rate of 12t per annumi According to the second Amendment to the DDA, the un- paid principal shall bear intereot at the rate of 104 pev mnniam, oomppund4d monthly, commencing on the date the Developer advances , pars or loan2 such coats Currently, the totw.".1 indebtedness payable by the Agoncy to the developer through September 1990, equals $5, 660, 368 . Assuming this loan is repaid from the Allocated TI and TOT, plus the residential k a JU 24 '91 14:43 KEYSER IVRSTON, P.3 Xs. Isrbars Wear July 140 1991 Page 2 laud payMents and ground lease paymants , M devised an amortisa- tion table at a compounded interest rate of lot . As shown on Table i l the total court of the Loan repayment is nearly $4 4 . 8 mil lion or y` 03 million in presont value terms, over a 40--year pay back pericd. In the u •iginal Summary RiapoZt that summarized the proposed details of. the "UDA, the Developer loan repayment casts were calculated using an assumed average ;;interest cost of lot annually . Given the tact that the Developer loan repayment was calculated ueing a 10% interest rate, the amand(id interest terms do not change the inter- est coots projected to bm incurred by the Agency. ,'The second component of : the Second Amendment to the DDA concerns ,,the rebate of mobileho).re park rental revanues foregone by the developer. in the evert ras►iden*s vacated the mobi.lehom• park prema- turely .urely . This dontirigsrit liability created o potential coot ex- sure of- $'1 . 2 milli to the Agency. However. , given the foot that this was strfctly a nont,ingent liability, i. e. , no payment would be itequired unlass residents relocated before ,. construction mandated fiat . thblr coaches.. be removed, no oost was assigned in the original Suamary Report . Thus, whiles this changes elininat:es the risk that the Agency vill incur any lost rental inctma rebato paymsntaE , it does not affect the results of the Summary Report. Rased on the KM review of the Second Amendment to the Waterfront WNW it is our conclusion that no change is required to the Summary Report:. A -copy of the. or ia►ina 1 summary Report is attached for your convenience. Please do not hesitate to call if we can be of any further aesisw Cd111Gi. Yours vary truly, KEYSER MARSTON ASSOCIATES, INC. Kathleen H . Head Kristin T. Fries* KHH:KTF: 1p 91341 .HTB i j(Cu�•��nr+ttnrtA��Mwtrsifl�"- '� :•ill. -• � •. •w��.. h �.� NO i JUL P•4 191 14,'44 KEYMR WOSTONO Ofm AM MCA • WAMUT "WICTION OW,WPM W KWW' LON AlIgI1MY T*WM NPTMMIRR 1"0 PROMIC 1T GM 1TAff 1+OIAi1 AINAlIItMr At in 111i tt 14a . Mw1t�n1�l�orrY !'J�MI�ACIAL/A1f)o1M11AA rssaw�T 111wiM109 o MA01i, GAUP M1A IINY;� D1YM4fMT 1QIIMp{tl1 WYNTAND104 iNTIMT DINT 41AYM IALLOON INOINQ ` U'm • '"v Low (411 Of also L" py"T) 1ALANCI 1 109 PAY14INT PAYNCRY 1ALANC1 1 10111 0 O 0 0 1~ 19" O 0 0 0 3 Me 11600,000 (1) 11600,000 176,000 0 1,776,000 t 1991 1,M,o0a 199,400 43SO76a 1,515,633 5 i 1,x19 632 166,700 Z),ns I1AS6 621 6 1"S 1,i46,621 182,200 0 1,1Ja,827 r 19% 11113e0121 202,300 0 2,041, 127 4 1'tll►f 2,041,127 224,500 0 212691627 9 I M 2,265,627 249,200 0 210140817 10 1l97 2,3i4,d27 276,600 0 21T410417 11 1> 21?910427 307,ta0 0 3,09405ZT 1= 19" 3,096,527 340,000 0 31439,327 Is. I* 3,43^,32r 3780300 0 3,a1T,6ZT 14' =0c1 3,817,621 414,400 0 41237197 13 2002 40217,327 466,100 0 4,703,6V . , 16 10113 - �►,TG3,62f 91 T,400 0 5,3I1,OZr 1? 2006 5,2210027 574,300 0 s,79S,sx1 1j am 5,195,327 637,500 0 6,4320 a? - 19 RQai 6,43x,t3T 707,b00 0 7,1G0,42T 3o tb07 y,14o,4Z7 T15,4t?0 0 T,929,A2T tl 2� 7,425,tl2T AT1,a00 0 A,T9T,A2r 11 a0o 60797,627 96Y,700 0 9,T6�,32t' 23 100 9,7651W 11074,200 0 10,1390927 24 3011 10,6391S27 1,192,300 0 iZ,031,�ZT 2S 3014 12,031,327 1,323,100 0 13,J4S,327 26 2013 t3,35i,3db 1,469,100 A 14,A241427 2r 11M4 14,324,4t7 1,630,100 0 % 03,127 21 2013 160455,127 1,8100100 a 1A,26i,xZ7 at 1016 18,265,227 21009,100 0 20,2?4'1427 30 9017 20pMo 427 2,230,200 9,A17 22,494,740 31 gold 22,494,140 21474,400 178,an 24,00,268 3t M19 24,690,266 3,T1S,S00 0 ZT,406,1" 33 m0 27,406,161 31014,700 4,309,745 160111, 123 34 1411 251111,t2S 2oST21100 4,65T1379 24,3Z9,'44 33 Z'C12 24,325,944 2,6731900 S,O12,114 31,9a0,030 36 202J Z11949,030 21418,600 ),376,349 190031,481 37 M4 19,03l,4a1 2,093,300 5,T4t,4!!4 t50376,997 34 mIS,316,99r 1,69l,500 6,12a,614 10,939,07M " am10,439,tl7i 1,203,400 6,01s,2g3 S,biS,023 40 M? M,4x5,02S A1e,104 6,2431IRS a 1) WA IM M,lT10 AT $ ,"0,36a, 131009,000 PuSi NT VALUE Of LOAN REPAYNINT AT IX L116 41110901AL LAND PAY990 OF 84,060,6►50, SA41765,200 TO!AL LOAN RIPAYRINT IOM1111 W$14 NARDTON AIW1 AY91, INC, K1L T, 1191 1' • W 1 1 pl! 1 , x , iUWWT REPORT This eummary report -has been prepared for the Huntington Saach Redevelopment Agenoy ( "Agency" ) pursuant to Section 3,3433 of the California Health 404 Rafety Code . This report sets forth certain details of a pr. op.,sed Disposition and Development Agreement ( "Agreement" ) I between. the Agenc and - Robert L . Mayer ( "DOVeloper" ,r for the development of a multi-phased commercial /remidMntiai protect including lour first duality hotels , an athletic/tannin' clubb, a specialty retail center and a medium density riiid6nti&1 subdivisions The proposed' project in located in the Main-Pier Rsdeveloya;�bnt project Area In' the City of Huntington Beach . This report describes and specified 1 . The cost of they propoaad Agreement to the -Agency, includ- ing a�elocation costs , site clearance costo , ' infrastruc- ture costs and the expected Laterest on any loans or bonds to finance the Agreement; 2 . The estimated value of the interests conveyed &nd leasad, ' determihed at the highest uven permitted under the Redevelopment Plan; ,1 3 . The purchase and leaae payments th be paid bi- the Developer , This report and the proposed Agreement• is made available for public inspection prior to the approved of the Agreement . AS SALISIT POINTS or THE AGRICEMENT 1 . Dayg1g2gr Bggzmfilkilitifil Under ,,the proposed 'Agreement , the Developer `agroo4 to :ground lease I the 20 acre commercial parcel and purchase the 24 acre residential parcel from the Agency . The detroloper mue.t develop and construct, or 'cauca this ,development ti.W construo- tiOn of , a multi-phased ' commercial and residential ;•deve.opment at a coat of at least two ,hundred and twenty-five mr.l_1.ici1 dol- lera ( $225 million ) , arclusive of land value , The project must be constructed within the prescribed time frame and must consist of the following uses : A) A 300 room first quality hotel to be commenced no later than 30 months after the signing of the rOA. t) An athletic/tennis club to be oommanc:ed no later than 1,996 . c) A 440 to 600 r009rk first quality hotel to be commenced no later than 1990 . . t 14� r Y ..��,;�• - .1 Y �n .,•tr• 1.ry• ^ ;l: •k i JUL .24 '91 14;45 KE YSER MARSTON, ` d) A 323 to HO room all-su.itfo hotel to be eommeenned no later than 2001 . e) A 75 , 000 to 99 , 000 square foot specialty retail center to ba commended no later than 2004 - f) A 400 to 450 room first quality hotel to be ootnmenaed no later than 2004 . g) Reesidential devel'cpment at . d maximum doinvity of 35 units pper acre, with total development of 575 to 994 Units . 7'he residential phaoing must coincide with the commercial development . h ) All on-site improvements relating to the development of the property. These improvements must ba constructed in ..accordance with the terms and schedules pet forth in the Agrasment including, but not limited to , the following i L . All on-site .improvements - sidewalka , street light- lnq, ., curbs , street trees, street improvements , park- i:ng ,structu:as , etc . these improvemsnts. shall con- form to tha design and materials standards approved by the agency. ii . Sanitary severe , storm - drains , fire hydrants , water supppl , gas lines , telephone end electrical power fafflities must be brought to, modified, or relo- cated from the perimeter of the property. iii. . Additional improvements required as a result of an Ayql%ncy and/or City review of plans , drawings, or en- v ronmental aesesement:s relaxing to the Developer improvements or to this Agre amsat , i) The coats aissoo' Lated with relocating the beach ashen- tenahce facility located on' the development site, and 1/2 of the m+osts ( $2501 000 . maximum) t'sscciated with con- structing in overpass acrose pacific Coast Highway. j ) The developer shall be rya onsibls for providing the A")ar�d with at loan of up to F4 , mi 1,13.on ' ,to relocate exirtIng mobilehome parse residential plus look of the 4,00ts required, to extend Walnut Avenue , proyi�de a ri ur street from pacific Coast: Highway to tl�a re�sider't al development and the reabandonment of the ail werlls, lo- CAted on the development: sit * $ 2 . 2J42(b4lt .A The Agency is responsible !or and ■hall commit to the era ject: the f of lowing t 5 1 . r 1•. �� • MWO + x JuL 24 '91 14146 KEYSER MARST011. P. 7 • i a) Purchase the development parcel from the City Ground lease the 20 acre commercial parcel and sell the 24 acre residential parcel to the developer $ b) All costs peacciated with relocating the existing Mobilshome park residents , c) Repayment to the developer of the Costa leseolriatsd with the infrastructure improvements detailed in 1-1 ) shove, to a maximum of 30 . 5% ot•• the property tax norement roveauas and i0t of the trmneient occupancy tax revenues •nerated duri:Iq the first ten operating years of each evelopmant phase. d) All costs associated with the relocation of the existing oil pipeline, plus a maximum of $900 , 000 in soils test- ing/clean--up activities , •) rn addition to (b ) above , a rebate to the developer of 38 . 5% of the property tax increment revenues and 50� of the',. transient occupancy tax revenues generated by the commercial uses during the first ten operating years of i each developrj*nt phase . These revenues will be deferred - and eccumulat+ed with interest until the commencement of the subsequent development phase . f) In • addition to (b ) above , a rebate to the develop+r of 38 . 5t of they property tax increment generated, dt%-.f.nq the first wen operating years of esc•h residential development phase. 3 ► Hotbed. .of financing V. The proposed Agreement provides -that the .Agency will acquire the development parcel from the City of Huntington beech # Never, $16 . 1 million of the acquisition coati will be offset by the disposition proceeds received by tha Agency from the developer . The remaining balance will be financed with a' gromissory note from the Agenoy to the City This note will..e repaid with project area revenues generated in the fl�ture. The Agency will repay the developer loans for regional in- frastructure improvements and mobilshoMe park residents relocation costs from 38 . 54 of the proparty tax incr*man t and 501 O the t;ransi,enj, occupancy tax revenues generated by each development phase foxy the first 10 years of operation . The Aganoy shall finance the mob•ilehome park residents reloca- tion costs not advanced by the developer usinq project area tax increment funds . The infrastructure improvements not financed by the developer will also be funded with project area revenues , N 4 + I, T / leqA 71 14 -IQ.: i%L 1 3Ch( I•IhA�1 V1 1, M, �Aa t �. WAT Or U?JXN W TO THE AGSXC r The intimated not coat• of the Agreement to the Agency, in preseat value terms, are as follows : Fair ;Market value of City parcel $45 , 200, 000 (LbsI'•; Developer le+awehold interest 22 , 800,000 , �_-•-ww-�PAlll_ Agency oast to acquire City )nrcel $221400, 000 Direct public improvement and -ilocation casts 41820, 000 aev41'bper loan repayment, - including interest 91290, 000 Property tax increment and transient occupancy tax rebats to developer 9 , 550, v00 Total Costs Men ' 000 Lend DiRpawition 'Proceeds Commercial ground lease $10, 060, 000 Residential land sale 6, 010 , 000 Total land disposition proceeds $ 16, 070, 060 ��n .r��:' ra w i nr_ramrnt 19 , 150 , 000 Transient occupancy tax transferred to the Agency per Agreement 61840 , 000 ' M rtr__ww i 1M•r -Total revenues $42 , 060, 000 Net Cost to Agency $ 3, 990, 000 . - ■�M�MWw�RCa� d, 50191"1121) VALUr or T1lr xMTDxINrfiS To as ConsylD I fo 'fry 9ML9PXX DI238MZNND A2 THS H=DbDST VAN pXPXxTTSD UWASR *22 The dbterminatk a of the ostimatad value of the interests to be convoyed to the Developer pursuant to the proposed Agree-- 64nt woe Dude by geyser Marston Associates , InC 6 (KXA) , 3m concluded that rooderate density, residential devaloymant. would gqenerate the highest value to the land, and that thin tyype of develOpment would swpport a lend value of approoxs mate ly $48 Sil.lion, or $23 , 80 per square foot. However, the site 14 cur- W, JLJL cd '91 14:4T kLYSLk t'WSI'Ut P. 9 rextly encumbored by a lease , which has a value to the loose • • of $22 , 8 million. Thus , the Lair market value of the site it the highalt eyed boot use, and not taking the Agency goals and cbjectivee, into avcount, is $22 , 4 million / lullCRsm WAICe aY DXVXL0pZA A0V SOME FOR D3FFURUCE IN FAIR MAURT 'VALUX FOR TRA x1ozzoT V$M MRR Tee RXDMLOpWICXT PLAN 1 . The developer shall ground lease the 20 acre commercial pp4krual for a 00 year; terfi, The tbtdl of these pa onto f` ie estimated at a proximately $100 million , and the not present value of these. payment• is $10 . 0d million , 2 . The Developer shall purchase the 14 acre residential par- cel, in •phase• . The net present value of the land payment is $6101 million 3 . The Developer land acquisition payment will be offset by a public revenues rebate with a not present value of $0 . 01 million . The net acquisition price of the parcel is $7 . O6 million , which In $ 15 , 34 million losiv than the fair markat value at the highest and best use . Given this differential in the actual sales price and lease payments , veraus the fair market value of the site at the h2heat and beet uee consistent with the Redevelopment Plan, California Health and Sa faty Code Section 33433 , requires an ex- planation for the Agency accepting a lower price . A® ; a componsnt. ot the Main--Pier Redevelopment Project Area SpecLfic Plan the Agency establLshed the goal of attracting major visitor serving commercial Uses to the project area . The proposed project achieves this ral with the inclusion of four majar hotels and a specialty ret& center, which creates a resort typo atmosphere , and is expected to attract over 150 , 000 visitors annually . However, the magnitude of the project, and the quality level re - quired •by the Agency makes tho proposed project a ploneerLaq ven- tur• within the context of the downtown Huntington Beach market urea . Thus , the developer must incur a significantJ yIrl level of risk . 'J r . r 1. 1 . •. .n4 ryrr �r. MI •.N � d 11-AAar"Alemn hir 11A bV 6ti��idL b�{AO bulb k/i.V�all . , � iL� »vti/a1v1i��. IwuM�f r r r -•--•» concluded that in order to mitigate the extraordinary del►eloper risk level, and to allow the project to achieve economic viability, the Agency mast reduce the land costa to the level justified given the economic chatrarcteristicu of the proposed development . The MA analysis, determined that the economic terms embodied in -the 10DA end the ground lease acre fair and :easee"eable. However, this conclueiog is inextricably tied to the estforcvment of the development', scope and restrictions embodied in the proposed DDA. I • ti moo .•.. i ;�.,,: � • ,dam,,-„,,� . . _,}�;� This "a is for IM Cavnty Claim's Filing Stamp Lrbe 13raister MOOF OP MEXATION StATIL OF CAUPOR A, P!!®LIC NOTICE ti Comfy of Orange, POW of P"Saf " of I in a oit m of the Ualfed Stafea and a M-seam of Notice of Joint Public Hearing 60 Cesamfy ater,ssaldi I am ~ the age of asighto" Years, aed not a party fo or Intoresfed In As above enMad maffarr. I am the principal *6A of fho pOnfor of Tbo register, a newspaper of geeoral c:ir. an;lOW% pvblis64 in the City of Sins Ana, Co"fy of Orange, and which newspaper has been adjudged a nf: ""paper of fenaral airaelaften by fho Swperfor art of the County of Orange, $tafe of Calife"Is, sssdor the dafe of Nevomher 29, Ml, Case Num- bar At i 046; that the aotice of witieh tha annexed Is a prloted espy, has been pubhAed in each reg- 06r sew entire Issue of said 110wspaper and not In oily sopokmont thareof an the following dates, to- vrit4 ..... JU I x. 14. Is. 22.�.t991 I W iiy (er declare) voider penalty of porjuty that On foregoing Is We and earrect, 60=4" at Santa Ma, Carfornia. 'M Brandi Dolan , Cate ...JW4..2z_...................•.•.........»r..., l 41kri at 1, Jam ' • v . �i0rwlwa � r 1 PROOF OF PUBLICATION \J 1 1 TM A,v 1 ,�`,v , �J. r"" 'f�'.�I•.'"Y''�t'Y'r� ;�,� r',�'1' •M. , ,(� 4....,,' ' w�/'. " " I' ��k ir�,,, , `n 1 Exhibit No. l l: hat UAI $50 million c matruction amount (loan from DKB to RLM) alp million reserve (to cover debts service) $5 milaon --edditional DKB loan ($x million + used for debt service) $5 million - Robert L. Mayer funds ,r I 1,f $3.5 million C'Ssh or Letter of Credit' J $1.5 million persoi al grantee from RLM J,1 •,fit Commitmaent made by RLM at time of construction loan, and planned to be I { .+� funded trb a ilw- subJect First California Capital Mackets Groups, Inc. 'A tranpctlon. 1 94 0r I, Vo ' !''' Irk •�► 2, EXHIBIT ij0. 2 ' THE WATEF�.C��(T TRAHSACTIM STRUCTUME 1. First California Financing: o First Californla buys recf:Evable C Fiat Calirornln sells certificates with investor letter 4t'd•'� 2. Use of Proceeds: o. Receivable sold to First California $ 6,099,325 ;o 'Proceeds from DaWchi Ka'ngyo Rank to y'+ satisfy J.A. Jones Construction Company $ .763,648 Net P vaiiable in Escrow . 0 Fee and expenses of issue to First California $ 914,899 o Interest Reserve established at Dal-lohi Kangyo sank $ 3,500,000 o Cash Payment to J.A. Jones $ 1 ,619,000 o Cash to Waterfront as Operative Capital $ 595,215 •I 4 'Payment previously 'received from Agency $ .;, $ L&kL= 14 i _• 1 i r, TTT P Exhibit No. 3 EQWQF GUAR THE WATERFRONT r • 1. Swurity.Pled ,of Leasohold In we event of �LVIs default on the below liens to the Agency, Agency regains.fee title to remainirg-Waterfront site `L.'xcludes Hilton Hotel site and subject to the prior liens as shown) and tan remarket or mortgage the property priority liens on lease: 1) h2plSO,000 New leasehold mortgage Z) ,000,000 Agency 3) ,pc,000 Dal-Icht Kangyo Bank 4) )balance of Value (approximatel; 10 million winimum remaining valuo) a.a.��ICy All tiew to be cleared prior to start of Phase II 2. General Pledge of Assets Robert L. Mayer personal guarantee on ALL assets; but non-specific Cw.rently, total value of all Mayer assets far exceeds amount of First California imroaction, but there is no guarantee that the asset value will remain the same or Increase over timc RLM has identified those personal guarantees already, given and has agreed to provide no gatiMal personal guarantees. A f f 9439r i •�,, .. ., •.r �'v. � , . fir.•.-, .. . ! THE WATE RF FDNT A43= CUMM mcafe lint 1e, 1991 ; t forma Capital Markets Group 2W Omnk*te ac CA 94 351 Attention: •Larry R. Law, Senior Vise President Re: ° The Watot Mi, . Use of Funds Adr►a wd by Dmloper on Behalf of The Redealopment Agony Pursuant to Attachment No. 5 of tho Disposition and Devlopment Agreement Dear Sirs: IIe Redeve apt»ent Agency of the City of Huntington Beach and Robert L yet, as Thatex-'af The Robert L. Meyer Trust of 1982, dated June A 1932 as amended ("''Afayer"), are parties to that certain Disposition and Deveiopment Agreement ("DDA") dated Augmt 15, 1988 providing for the development of certain real prnpr.rty (the "Site") located in the CityL of Huntingtan tkach, California. Additionally, Waterfront Construction No. 19 a y California IWited partnerffhip ("Waterfront")and'the Agsncy.are parties to that certain leese dated April ?A 1989 (the "Phase 1 Lease"), puts;iant to which Waterfront has leased from the Agency a parcel within the Site (which parcel is referred to in the DDA'as both "Phase 10 and lepptste Development Parcel No.I" and which shall be referred to herein as "Phase 1`) upon whkh Waterfront has constructed and is operating a 20-roam hotel. PwaVaph 5 of Attachment No. 5 to the DDA provides for the Agency's reirnbursernehi bf cei•tairi eottdvarreeO and incurred by,Mager in connection with the development of Phase . tl `'Those 1 paragraph S Ccets'). Mayer and Waterfront do hereby attest and c mlirm , Waterfront and the Agency hive agreed that the Phase 1 Paragraph 5 its an wit h the dee lb ant of Phase 1, includingaccrued interest, was as of September 30,r�19 ft ( ) such amount Isapproodmaitely 15% lesk than the acimil cow that imirred and advanced by Mayer la connection therewith; (in)Maher, Waterfimt and;the Apnq have. a$reed that the Phase 1 Pokragraph 3 Cats shall'accnie kterest after September A 19W at the rate often percent(Y0%)per annum, compounded tW. until paid in fun; and (iv) the Phase 1 Paragraph 5 Costa were advanced and atoned for the following and in approximately the percentage of the total as indicated: 55% for civil engineering design end.construction of the following public street improvements pursuant to the applicable nodes, requirements and plans approved by the City of Huntington Beach Npartment of Public Works, Water Department and tll& California Department of Transportation: Tee Rebmt h1sym Carpomilea 60 Newport ember ari". Sprite wo, Ro. Box UK `"ewpat Reach, CA 92b ,6W•teleplone (714)?A-I ! i 1 .1 1• Ono 1^ .. •� LAr to FCC RMINT NAN To M and ISO t"i AGNMOV CLONI v CzMFUMTX Pop Z Pacific View Avenue, inchding rough and precise gtadinS curbs, gutters, paving, medlars, ttai5c controls and 81liratio14 sheet lighting, atoms drain structures, sera, domestic water lints, Qte hydrants and associated fire supply water Unee Huntington Street modifications including new curbs, gutters, peeving, modifications to and relocations of traffic controls, signalization and street lighting, additional storm drain structures, sewers and domestic water lines Pacific Coast Highway modifications including a new turning lent with associated curbs, gutters, paving, modification to and relocations of traffic controls, signalitatior, and street lighting, and additional sewers • 3%, for design and construction of sidewalks landscaping and irrigation systems within the applicable public right-of-ways and medians' of Pacific View Avenue, Huntington Street and Pacific Coast Highway, pursuant to ,the applicable cedes, requirements and plans approved by the Huntington Beach Department of Public Works and the California Department of Transportation • 8% for civil engineering design, construction and connection to the existing City water supply of an 19' water line from Clive and 3rd Street to Pacific View . Avenue and Huntington Street pursuant to applicable codes, requirements and plans approved by the Huntington Beach Department of Public NN%irks and Water Department • 4% for site acquisition for new mobilehome park for relocation of residents displaced by Pacific View Avenue • 19% for design and construction of new mobilehome park owners by the City of Huntington Basch for relocation of residents displaced by Pacific View Avenue pursuant to the codes, requirements and plans approved by the City of Huntington Beach Department of Community Services, Department of Public Works and Water Department, Including the following improvemen is: Rough and precise grading, curbs, gutters, paving, sewers and Individual point of connections, domestic water fines and individual point of connections, fire hydrants and associated fire supply water lines, traffic controls and signage, finish grading of mobilehome pads, storm drain structures, street lighting, perimeter block walls, perimeter sidewalks, perimeter landscaping and associated irrigation systems • � � 1 a �� �� t�r7tssl war s0 s� Pop j • IS far ration ardor removal as neassary of existing undet;round amrs, domesib water Mao, storm drain structuresy Are hydrants and assoeiated watedkoo from the Padfk View Avenue site • 4% Coe snhwManeous direct constnxtion expenses in connection with the above • 6% Car general and admInlstrative expenses in connection with the above Sincerely, "mayee Robert L. Mayer, as Trustee of 'me Robert L Mayer Trot of 19U dated June 22, 19n as amended Bjr. " Robert L, IVSM, stee "Waterfront" Waterfront Construction No. 1 g' n California L€mit.ed Partnership, by To Waterfront, Inc. a California Corpor ' n, its sol gene ner By. �tLA . SlephCn �C. done . Pi*sident ''flee Waterfront, ine. ►: v R6brrt L. Maher Chairman of the drd 'lU Waterfront, Irm 9 en Foot 803$„G Information Rot urn for Ta x-Exefnpt Governmental Obligations (Rev.odaw Is") f*Undor afttfen 140(1) 3Mi me 154 5.0720 tepa,tmirnid 00 Tmoswv •ace Murata Inatructim E406106 5-31-92 MwVw*wAM,e fitrwa (Ua Form 6034-GC if the issue pries is uriOor S 100.000) Revortins Awtharltz Check box if Amended It Aurn 1P= 1 fsatnr s name 2 isausr's a,, otoyor Mentilwation number EEDVi,OPMNT AGENCY OF THE CITE OF HUNTINGTON REACH 95-6000723 i Ilurrttlw and stnot , A Report number 2000 MAIN STUET .� I, 291- N totem,MM.and lip code 1 Onto of issue WiNTIIN(.'TO'bI BEACH, CALIFORNIA . 9264r PJUNE 3A, 1991 f>► wiffioffim PMVM TO PAPAGRAM 4 AND 5 O AMACHMMi riven`'b r 5 ZOO7l N A Tm of Isame check box(es)that alspiles and enter the)uue Price 0 Chuck boa if otttigsloons are tax w outer revenue anticipation twonds fe 0 lesw pace - - 10 Check bast if obAptio s are in the form of a least or Installment sale 10 11 a Education : . . . . . . . . , . . . . . . . 12 ( Heath and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Tranwa tation . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I Eovironrnlmnt(including sewage bonds) isHousing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Utilities , . . . . . . . . . . . . . . . • . . . . . . . . . . . 1g other.D*brAbwM(see Instruction=)1-..Inf ralt.g1jc- tur Imerovataent8 t0e:cri tion of Obli tions (wq la) 4t Mat (il We ►ate f"' !±hated"nO W weepspro 11 Rahn" dw. Yid cost Nat lnarost is Final rrtaturlty 99 1 325 N A r 2a FAre hlriue . g9 325I N A 1. N A ears 10 96 % Uaee of Original proceeds of Bond Issue: (Includinj underwriters' discount 21 Procaedif used for accrued Interest . . . . . . . . . . . . . . . 0 22 Infra price of entire issue(ether line 70c) . . . . . . . . . . a . 22 23 Pnamub wed far bostd fasuanee cats(including undenwvritws,discount), . 23 24 prgtm&ueed for credit enbancentent . 24 26 Preaseft allocated to reast>wtatrly required reserve or replacement fund 25 26 s trred,m retww prior Moues. . . . . . . . . . . . . 27 Te491(add 1rw 23.2d, 23, artd 26) . 2 y the Inueg! line 17 from litre 22 and anter amount hens 2f1 , 9,3 Lion 0 RWunded Fond: complete this part only for refunding bonds) arm .� ■a-i w.�� 2t Bechar the reetsiftirlR weighted average fnaturlty of the bonds tM be refunded . , . . . . . . . s► years 30 EnW ft lest date fsn which the refunded bonds will be called . P . ► ..^...._�...,�.� N Mi Mte 22 Enter the arnowtt of t?te state volume cap allocitod to the Issue . . . . . . . . . . . . . ► N(� 23 Enter the wownt of the ttortds designated by the issuer un ier section 265(bx3X8Xixlll) (small !richer eus:eptiat) . . . . . . . . . . . . . . . : . . . . . ► _N/A 34 Po AW financings: a E►twwr ft amount of Otie proceeds of this issue that are to oe used to meM ions to other gsvarnmo tsl uniU lw► b Mack band this issue is a ban made from the proceeds of another tax exempt issue D► ❑ and enter the . f the ati and.&date ai the Issue W �„ un Cwwww of wph .1 daiwere the!I htae enarrs+Md fMt return trued Swww en"9ChV j*%0md SU10" -U. Ned to the besw P1 my kncwi4a fie j1 nd bel4f, cane rat%A.correct.tAd aornr,.-re. Pigs" MIgn Executive Divect~or 0rpr /Tw ar pent narrwe arse tft Fw Paperwwk nereceten Aar Notl+ce,see pass a e1 the Imtrsrttlerrs. /errs, 8038-0 (Pe. to-99) I/I Sr`90 Muomw ey Tax Managwm@ M WiC., . >I<4664W wy or The 0ureaa of NOOCnal Alfatrs, f . t25 r1 J .Y 1 moo REQUEST FOR REDEVELOPMENT AGENCY ACTION • A "Y ao is UNCIL Eri 91-5O June 17, 1991 CITY d ittsd to: Horamble Chairman and Redevelopment Agency Members 8tdimitewd lien: Michael T. Uberuaga, Executive Dir ed bY: BabauA. kaise , Deputy City Adminlstia6r/Econamic revelopmen e 6W OR AMMMIENT THE WATERFRONT DL4PO6TTION Al s 10ML+OPblElT AGREEIMIff Coniston with Council Nky? I ) yes ( l Now Policy or Pxception .y.IIV• I-11-■ ■ ■■YI I■III11 ■I Swe" rtt of lssus, HMnrtr rdstion, Anslysb, Funding Source, Alternative Actions, Attschmmnts: (Under the eurrrent Disposition and Development Agreement between the Agency and The Waterfmt, the Agency owes certain try nstei nt I occupancy tax and tax increment Payments to the d1veloper. The attached amenklment to the D.D.A. would accelerate &A initial paymen f these sums by approxiro ately 90 days. App "6*an d authorize,-the Agency ;Clerk to execute the attached. Amendment to the Di tke and Development Agreement l y, and between 14untington Bearer Re�lapteient Agency and Robert L. Mpyer, as Trustee of the Robert L. Mayer Trust Of 196 , dated Jug 220 1982 as amended. � LYSM: Under pankpio 4 of tlr' Method of Financing of the Dis"ition and Development AVwment between the Agency and The Waterfront the 'Agency is required to pay:;(1) Fifty percent (50%) of the 'trandent,occupancy. taxes paid to the City.or Agency with t pit to the Hilton Hotel, sue:iij:Thirty-eight and one--half percent (39-1/2%) of the prop0ty Is;,i mam ret'elved �y the Agency from the Hotel . The timing of these payments is governed by the date of the issuance of a Certificate of Completion for the hotel ('Section 415 Certificate of Completion). Specifically, the method of financing requ)-eu that the Initial payment of these sums be' made. no later than 15 days after the end of the first calendar qua:rter following the ism*xe of a final Certificate of Cbrrtp1et;7n. The Certificate of Completion was apptw W by thn Agency ao April 22, 1991 (the second quarter). Fifteen, days after the close of the following ql aater (third quarter 1591) is October 15, 1991. The d"veloper has requested that these payment] tie accelerated, The attached ` ame.e dment allows the payments now accrued and owing to The Waterfront to be paid commencing July 13, 1991, f� i0l� � ' V • • 1� 4 , •�, I r � 1 ti , -• • - C' r, 1 I t� 1 1 d a � h • r , - A • ► ► / IL • . 1 • • 1 • Iva •i, f A�� r a - . 1 ' r 1 M t _ 1 , 1 y 1 • 4 r rr •Ilb4 ; ..1 ,- t _ - .Af ._�. .�� 1t �. . f ♦� , •�� O yAr «'.4 I, vA�v r' _J �;; ,.1 1� •• v�A,.fr - r Mt r M ti 3• "• w `' •+ Y L f 9^�4 R •�y 0(4, S.• >FI� r 'a� i,