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Adopt Resolutions of the City Council and Successor Agency a
Day); and, B) Authorize the City Manager to execute the Side Letter Agreement. Approved 7-0 12. Adopt Resolutions of the City Council and Successor Agency authorizing the processing of documentation confirming ownership of Real Property by the Successor Agency to the Redevelopment Agency and approving and consenting to the transfer back to the City of the Real Property as may be directed by the Oversight Board City Council Recommended Action: A) Adopt Resolution No. 2012-69, "A Resolution of the City Council of the City of Huntington Beach, California Authorizing the Processing of Documentation Reflecting and Confirming Ownership of Real Property By the Successor Agency to the Redevelopment Agency of the City of Huntington Beach"; and, B) Adopt Resolution No. 2012-70, "A Resolution of the City Council of the City of Huntington Beach, California Authorizing the Processing of Documentation Reflecting and Confirming Ownership of Real Property by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach and Approving and Consenting to the Transfer Back to the City of the Real Property as May Be Directed By the Oversight Board to the Successor Agency to the Redevelopment Agency of the City of Huntington Beach"; and, C) Adopt Resolution No. 2012-71, "A Resolution of the City Council of the City of Huntington Beach. California authorizing the Processing of Documentation Reflecting and Confirming Ownership of Real Property by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach and Approving Various Actions, Subject to Conditions Precedent, Relating to the Transfer of the Purchase Price and Sale of Real Property Pursuant to a Purchase Agreement and Joint Escrow Instructions By and Between the City of Huntington Beach and Campbell Lodging, Inc. and K'#L Campbell Lodging International LLC"; and, rl\�p Resolution No. 2012 77, "A Resolution of the Gity GeunGil of the 7 of Huntington e RefleGting and Genfirming QwneFship of Real Property by the SUGGesse Approved as amended in Section C to change KPHL to Campbell Lodging International and strike Section D in its entirety. Approved 7-0 Successor Agency Recommended Action: A) Adopt Resolution No. 2012-05, "A Resolution of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach Authorizing the Processing of Documentation Reflecting and Confirming Its Ownership of Real Property"; and, City Council/PFA Regular Meeting October 15, 2012 Page 7 of 9 B) Adopt Resolution No. 2012-06, "A Resolution of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach Authorizing the Processing of Documentation Reflecting and Confirming its Ownership of Real Property and Approving and Consenting to the Transfer Back to the City of the Real Property as May Be Directed By the Oversight.Board to the Successor Agency to the Redevelopment Agency of the City of Huntington Beach"; and, C) Adopt Resolution No. 2012-07, "A Resolution of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach Authorizing the Processing of Documentation Reflecting and Confirming Ownership of Real Property By it and Approving Various Actions Relating to the Transfer of the Purchase Price and Sale of Real Property Pursuant to a Purchase Agreement and Joint Escrow Instructions By and Between the City of Huntington Beach and Campbell Lodging, Inc. and KP#L Campbell Lodging International LLC"; and, D)Adon�rnl�en No. 2012 08 "A Reselu tine of the S GGec.$el;Agenoyto the Redevelopment Anenn\/ of the Git y of I URtiRgtOn Beni.h A.-Wherizing the PMGeseing of DeGumentation Reflecting and Genfirminn its Qwnere•hin of Deal Prnno n - pproved as amended in Section C to change KPHL to Campbell Lodging International and strike Section D in its entirety. Approved 7-0 13. Adopt Ordinance Nos. 3960 and 3961 establishing park land dedication fees and other related information Approved for introduction October 1, 2012 Recommended Action: A) Adopt Ordinance No. 3960, "An Ordinance of the City of Huntington Beach Amending Chapter 254 of the Huntington Beach Zoning and Subdivision Ordinance Relating to Parkland Dedication;" and, B) Adopt Ordinance No. 3961, "An Ordinance of the City of Huntington Beach Amending Chapter 230 of the Huntington Beach Zoning and Subdivision Ordinance Relating to Payment of Park Fee." Approved 7-0 PUBLIC HEARING 14. Approve for introduction Ordinance No. 3962 approving Development Agreement No. 12-003 with Archstone Huntington Beach College Park LLC (Developer) for the Archstone HB Lofts Project Housing Authority/City Council Recommended Action: PLANNING COMMISSION AND STAFF RECOMMENDATION: A) Approve Development Agreement No. 12-003 with findings for approval which includes "Affordable Housing Agreement Restrictions-Rental (Declaration of Conditions, Covenants and Restrictions for Property);" and, City Council/PFA Regular Meeting October 15, 2012 Page 8 of 9 cll(�O Council/Agency Meeting Held:1¢ /L�- Deferred/Continued to: r ed ❑ onditionally Approved ❑ Denied C ler Sig re Council Meeting Date: October 15, 2012 Department ID Number: ED 12-40 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL/SUCCESSOR AGENCY ACTION SUBMITTED TO: Honorable Mayor/Chair and City Council/Successor Agency Members SUBMITTED BY: Fred A. Wilson, City Manager/Executive Director PREPARED BY: Bob Hall, Deputy.City Manager/Deputy Executive Director SUBJECT: Adopt Resolutions of the City Council and Successor Agency authorizing the processing of documentation confirming ownership of Real Property by the Successor Agency to the Redevelopment Agency and approving and consenting to the transfer back to the City of the Real Property as may be directed by the Oversight Board Statement of Issue: In response to the elimination of redevelopment agencies, in March 2011 the City Council and the former Redevelopment Agency took various actions to transfer Agency assets and to transition activities of the former Agency to the City in order to continue to implement redevelopment in the City. Subsequent to that, AB 1x 26 was signed into law on June 29, 2011 which considered the transfer of assets to be unauthorized and invalid and which dissolved the former Redevelopment Agency as of February 1, 2012. The City Council and Successor Agency are being requested to process documentation confirming ownership of the former Redevelopment Agency assets with the Successor Agency. Financial Impact: The proposed confirmation of ownership of the former Redevelopment Agency assets with the Successor Agency will move the assets from the City's balance sheet to the Successor's Agency's balance sheet. City Council Recommended Action: Motion to: A) Adopt Resolution No. 2012-69, "A Resolution of the City Council of the City of Huntington Beach, California Authorizing the Processing of Documentation Reflecting and Confirming Ownership of Real Property By the Successor Agency to the Redevelopment Agency of the City of Huntington Beach"; and, B) Adopt Resolution No. 2012-70, "A Resolution of the City Council of the City of Huntington Beach, California Authorizing the Processing of Documentation Reflecting and Confirming Ownership of Real Property by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach and Approving and Consenting to the Transfer Back to the City of the Real Property as May Be Directed By the Oversight Board to the Successor Agency to the Redevelopment Agency of the City of Huntington Beach"; and, C) Adopt Resolution No. 2012-71, "A Resolution of the City Council of the City of Huntington Beach. California authorizing the Processing of Documentation Reflecting and Confirming Item 12. 1 xB -1 7s- REQUEST FOR COUNCIL ACTION MEETING DATE: 10/15/2012 DEPARTMENT ID NUMBER: ED 12-40 Ownership of Real Property by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach and Approving Various Actions, Subject to Conditions Precedent, Relating to the Transfer of the Purchase Price and Sale of Real Property Pursuant to a Purchase Agreement and Joint Escrow Instructions By and Between the City of Huntington Beach and Campbell Lodging, Inc. and KPHL LLC"; and, D) Adopt Resolution No. 2012-72, "A Resolution of the City Council of the City of Huntington Beach, California Authorizing the Processing of Documentation Reflecting and Confirming Ownership of Real Property by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach." Successor Agency Recommended Action: Motion to: A) Adopt Resolution No. 2012-05, "A Resolution of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach Authorizing the Processing of Documentation Reflecting and Confirming Its Ownership of Real Property"; and, B) Adopt Resolution No. 2012-06, "A Resolution of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach Authorizing the Processing of Documentation Reflecting and Confirming its Ownership of Real Property and Approving and Consenting to the Transfer Back to the City of the Real Property as May Be Directed By the Oversight Board to the Successor Agency to the Redevelopment Agency of the City of Huntington Beach"; and, C) Adopt Resolution No. 2012-07, "A Resolution of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach Authorizing the Processing of Documentation Reflecting and Confirming Ownership of Real Property By it and Approving Various Actions Relating to the Transfer of the Purchase Price and Sale of Real Property Pursuant to a Purchase Agreement and Joint Escrow Instructions By and Between the City of Huntington Beach and Campbell Lodging, Inc. and KPHL LLC"; and, D) Adopt Resolution No. 2012-08, "A Resolution of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach Authorizing the Processing of Documentation Reflecting and Confirming its Ownership of Real Property." Alternative Action(s): Do not approve the confirmation of ownership of real property and direct staff as necessary. Analysis: On March 7, 2011, the Redevelopment Agency transferred certain real property and leases from the former Redevelopment Agency to the City. The actions taken were appropriate and necessary at that time to ensure that the City would be able to continue to meet its obligations to complete redevelopment/housing projects and activities through use of said real property. On April 20, 2012, the California State Controller issued correspondence stating, in part, that "[i]f your city...received any assets from a redevelopment agency after January 1, 2011, your city...hereby is ordered to...reverse the transfer and return the applicable assets to the successor agency". On June 27, 2012, the Governor signed AB 1484, which made additional changes to AB 1x 26 and California Redevelopment Law to clarify and/or expand HB -179- Item 12. - 2 REQUEST FOR COUNCIL ACTION MEETING DATE: 10/15/2012 DEPARTMENT ID NUMBER: ED 12-40 certain provisions of the former Redevelopment Agency dissolution and wind down process. Among other things, AB 1484 set out requirements for a Due Diligence Review, the purpose of which is to determine unobligated balances of the Successor Agency available for transfer to taxing entities. The Due Diligence Review will review, among other things, the transfer of assets from the former Redevelopment Agency to the City and other public agencies after January 1, 2011, as well as review the assets transferred from the former Redevelopment Agency to the Successor Agency on February 1, 2012 (the former Redevelopment Agency dissolution date). Staff recommends the City and Successor Agency take actions in a manner consistent with AB 1x 26, AB 1484, and the purported State Controller's order rescinding the previous actions taken in March 2011 to transfer real property from the former Redevelopment Agency to the City. These actions will require processing quitclaim deeds (or other appropriate instruments) reflecting ownership of the former Redevelopment Agency properties by the Successor Agency. Under AB 1484, the DOF has the authority to determine the amount the Successor Agency owes as a result of the Due Diligence Review. Any payment by the Successor Agency will be distributed to taxing agencies. AB 1484 provides that money can be captured from the City's general fund from sales tax and property tax if the Successor Agency does not have the funds to make the payment "claw-back". The following properties are included in the recommended actions: 1) City of Westminster Parcel — Gothard/McFadden 2) Surf Museum — 411 Olive Avenue; Walkway remnant parcel next to Abdelmuti Building; and Vans Skate Park — Center Avenue and McFadden. The City Council is asked to convey to the Successor Agency and provides for acceptance/conveyance of properties back to the City for a Governmental use pursuant to definition in AB 1484, if Oversight Board directs the Successor Agency to dedicate/convey. There is no money to the taxing agencies because properties have no value, due to Governmental use. 3) Big O/proposed Hotel property— 7872 Edinger Avenue 4) Waterfront Disposition and Development Agreement Property - Hilton/Hyatt/Parcel C Environmental Status: Not Applicable Strategic Plan Goal: Enhance Economic Development Item 12. - 3 xB -1 s0- REQUEST FOR COUNCIL ACTION MEETING DATE: 10/15/2012 DEPARTMENT ID NUMBER: ED 12-40 Attachment(s): Ing I ® - lResolution .1. City Council NResolution No. 2012-69, "A of the City CouMEncil of the City of Huntington Beach Authorizing the Processing of Documentation Reflecting and Confirming Ownership of Real Property by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach" 2. City Council Resolution No. 2012-70, "A Resolution of the City Council of the City of Huntington Beach Authorizing the Processing of Documentation Reflecting and Confirming Ownership of Real Property by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach and Approving and Consenting to the Transfer Back to the City of the Real Property as may be Directed by the Oversight Board to the Successor Agency to the Redevelopment Agency of the City of Huntington Beach" 3. City Council Resolution No. 2012-71, "A Resolution of the City Council of the City of Huntington Beach authorizing the Processing of Documentation Reflecting and Confirming Ownership of Real Property by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach and Approving Various Actions, Subject to Conditions Precedent, Relating to the Transfer of the Purchase Price and Sale of Real Property Pursuant to a Purchase Agreement and Joint Escrow Instructions by and between the City of Huntington Beach and Campbell Lodging, Inc. and KPHL LLC" 4. City Council Resolution No. 2012-72, "A Resolution of the City Council of the City of Huntington Beach Authorizing the Processing of Documentation Reflecting and Confirming Ownership of Real Property by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach" 5. Successor Agency Resolution No. 2012-05, "A Resolution of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach Authorizing the Processing of Documentation Reflecting and Confirming Its Ownership of Real Property' 6. Successor Agency Resolution No. 2012-06, "A Resolution of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach Authorizing the Processing of Documentation Reflecting and Confirming its Ownership of Real Property and Approving and Consenting to the Transfer back to the City of the Real Property as may be Directed by the Oversight Board to the Successor Agency to the Redevelopment Agency of the City of Huntington Beach" 7. Successor Agency Resolution No. 2012-07, "A Resolution of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach Authorizing the Processing of Documentation Reflecting and Confirming Ownership of Real Property by it and Approving Various Actions Relating to the Transfer of the Purchase Price and Sale of Real Property Pursuant to a Purchase Agreement and Joint Escrow Instructions by and between the City of Huntington Beach and Campbell Lodging, Inc. and KPHL LLC" 8. Successor Agency Resolution No. 2012-08, "A Resolution of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach Authorizing the Processing of Documentation Reflecting and Confirming its Ownership of Real Property" xB -181- Item 12. - 4 ATTACHMENT # 1 RESOLUTION NO. 2012-69 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA AUTHORIZING THE PROCESSING OF DOCUMENTATION REFLECTING AND CONFIRMING OWNERSHIP OF REAL PROPERTY BY THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH WHEREAS, the former Redevelopment Agency of the City of Huntington Beach ("Agency") was a redevelopment agency in the City of Huntington Beach ("City"), duly created pursuant to the California Community Redevelopment Law (Part 1 (commencing with Section 33000) of Division 24 of the California Health and Safety Code) ("CRL"); and The Agency was responsible for the administration of redevelopment activities within the City; and Section 33220 of the CRL provides that certain public bodies may aid and cooperate in the planning, undertaking, construction or operation of redevelopment projects; and The City and the Agency entered into a number of Cooperation Agreements to continue the effort to redevelop, revitalize and/or eliminate blight in the City to achieve the purposes and goals of the CRL, to repay debt to the City and to provide for affordable housing, as appropriate and as authorized by redevelopment law in effect at the time of approval of said agreements; and Pursuant to such authority set forth in the CRL and other applicable law, on March 7, 2011, by Resolution No. 2011-17, the City approved and accepted the transfer of certain real property located in the City of Westminster, California, APN No. 142-073-03 (the "Agency Property"); and Pursuant to Resolution No. 2011-17, the City executed a certificate of acceptance ("Certificate of Acceptance") for the Agency deed designed to transfer ownership of the Agency Property from the Agency to the City ("Agency Deed"); and On or about March 10, 2011, the Agency Deed, along with the Certificate of Acceptance, was recorded in the official records of the County of Orange; and Neither the Cooperation Agreements nor the purported transfer of the Agency Property (or any of the related documents and actions) were challenged within the applicable statute of limitations; and AB xl 26 ("AB 26")was signed by the Governor of California on June 28, 2011, making certain changes to the CRL and adding Part 1.8 and Part 1.85 to Division 24 of the California Health and Safety Code; and 1 12-3499/85224.doe Resolution No. 2012-69 AB 26 states, in part, that "[t]he Legislature hereby finds that a transfer of assets by a redevelopment agency [after January 1, 2011] is deemed not to be in the furtherance of the [CRL] and is thereby unauthorized;" and AB 26 further states, in part, that "[c]ommencing [February 1, 20.12], ... arrangements between the city ... that created the redevelopment agency and the redevelopment agency are invalid...;" and AB 26 further states, in part, that "[a]ll ... properties [and] buildings ... of the former redevelopment agency are transferred on [February 1, 2012], to the control of the successor agency;" and On or about April 20, 2012, the California State Controller issued correspondence stating, in part, that "[i]f your city ... received any assets from a redevelopment agency after January 1, 2011, your city ... hereby is ordered to ... reverse the transfer and return the applicable assets to the successor agency of the relevant redevelopment agency;" and AB 1484 ("AB 1484") was signed by the Governor of California on June 27, 2012, making changes to AB 26 and certain additional changes to the CRL; and AB 1484, at Section 34179.5(c)(2) of Part 1.85 of the California Health and Safety Code, categorizes certain assets as those "transferred after January 1, 2011 ... by the redevelopment agency ... to the city ... that formed the redevelopment agency..." ("Section 34179.5(c)(2) Assets"); and AB 1484, at Section 34179.5(c)(1) of Part 1.85 of the California Health and Safety Code, categorizes certain other assets as those "transferred from the former redevelopment agency to the successor agency on or about February 1, 2012." ("Section 34179.5(c)(1)Assets"); and Because (i) AB 26 states that a transfer of assets by a redevelopment agency after January 1, 2011 was "unauthorized", (ii) AB 26 states that commencing February 1, 2012, arrangements between a redevelopment agency and the city that created it are "invalid" and (iii) the State Controller has purported to order that ownership of certain assets be vested in successor agencies,the Agency Property is therefore not categorized as Section 34179.5(c)(2)Assets; and Because AB 26 states that all properties and buildings of the former redevelopment agency are transferred on February 1, 2012 to the control of the successor agency, the Agency Property is therefore categorized as Section 34179.5(c)(1) Assets; and The City does not acknowledge that the purported transfer of the Agency Property by the Agency to the City was not in furtherance of the CRL; and The City does not acknowledge the effectiveness of the Legislature's purported deeming not to be in furtherance of the CRL of the purported transfer of assets that was conducted in accordance with the CRL at the time when made and was not challenged within the applicable statute of limitations; and 2 12-3499/85224 Resolution No. 2012-69 The City does not acknowledge that commencing February 1, 2012, arrangements between the redevelopment agency and the city that created it are invalid; and The City does not acknowledge the effectiveness of the California State Controller's order to reverse the transfer of the Agency Property and return the applicable assets to the Successor Agency to the Redevelopment Agency of the City of Huntington Beach ("Successor Agency"); and The City has limited financial resources and desires not to initiate litigation at this time with regard to AB 26, AB 1484 and/or.the purported order by the California State Controller that ownership of the Agency Property be vested in the Successor Agency; and In order to avoid the costs of litigation and other costs, the City desires to take action in a manner consistent with AB 26, AB 1484 and the California State Controller's purported order, and in furtherance of the Successor Agency's duties under Section 34179.6(h)(1) and Section 34179.6(f), by processing documentation reflecting ownership of the Agency Property by the Successor Agency, without acknowledging the effectiveness of AB 26, AB 1484 and/or such order and duties, expressly disclaiming the same; and The City's processing of documentation reflecting ownership of the Agency Property by the Successor Agency is not intended to waive, and shall not constitute a waiver, by the Successor Agency or the City of any constitutional, legal or equitable rights that the Successor Agency or the City may have to challenge, through administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of AB 26 or AB 1484, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of AB 26 and AB 1484, and any and all related legal and factual issues, and the Successor Agency and the City expressly reserves any and all rights, privileges, and defenses available under law and equity; and Per Section 15301 of the State CEQA Guidelines, the transfer of the Agency Property is exempt from environmental review under CEQA because the transfer will result in a continuation of an existing facility involving no expansion of use and is therefore exempt from environmental review, and any future development for the Agency Property will require separate environmental review; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE,the City Council of the City of Huntington Beach does hereby resolve as follows: 1. The above recitals are true and correct and are a substantive part of this Resolution. 2. The City hereby authorizes the processing of documentation via quitclaim deed(s) or other appropriate instrument in order to reflect and confirm ownership of the Agency Property 3 12-3499/85224 Resolution No. 2012-69 by the Successor Agency, including the execution of Certificate of Acceptance therefor by the Successor Agency. 3. The City Manager, or designee, is hereby authorized to take such actions and execute such documents as are necessary to effectuate the intent of this Resolution on behalf of the City. 4. The City Council does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Successor Agency or the City under law and/or in equity by virtue of the adoption of this Resolution and actions approved and taken pursuant to this Resolution and, therefore, reserves all such rights of the Successor Agency and the City under law and/or in equity. 5. This Resolution shall take effect upon the date of its adoption. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 15th day of October , 2012. Mayor REVIE ND APPROVED: 1N AND APPROVED: n CPIaillger Director of Economic Development APPROVED AS TO FORM: a� C ty Atto y 4 12-3499/85224 Res. No. 2012-69 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L. FLYNN the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a Regular meeting thereof held on October 15, 2012 by the following vote: AYES: Shaw, Harper, Dwyer, Hansen, Carchio, Bohr, Boardman NOES: None ABSENT: None ABSTAIN: None Cit Jerk and ex-officio Mark of the City Council of the City of Huntington Beach, California ATTACHMENT #2 RESOLUTION NO. 2012-70 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA AUTHORIZING THE PROCESSING OF DOCUMENTATION REFLECTING AND CONFIRMING OWNERSHIP OF REAL PROPERTY BY THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND APPROVING AND CONSENTING TO THE TRANSFER BACK TO THE CITY OF THE REAL PROPERTY AS MAY BE DIRECTED BY THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH WHEREAS, the former Redevelopment Agency of the City of Huntington Beach ("Agency") was.a redevelopment agency in the City of Huntington Beach ("City"), duly created pursuant to the California Community Redevelopment Law (Part 1 (commencing with Section 33000) of Division 24 of the California Health and Safety Code) ("CRL"); and The Agency was responsible for the administration of redevelopment activities within the City; and Section 33220 of the CRL provides that certain public bodies may aid and cooperate in the planning, undertaking, construction or operation of redevelopment projects; and The City and the Agency entered into a number of Cooperation Agreements to continue the effort to redevelop, revitalize and/or eliminate blight in the City to achieve the purposes and goals of the CRL, to repay debt to the City and to provide for affordable housing, as appropriate and as authorized by redevelopment law in effect at the time of approval of said agreements; and Pursuant to such authority set forth in the CRL and other applicable law, on March 7, 2011, by Resolution No. 2011-17, the City approved and accepted the transfer of certain real property located in the City of Huntington Beach, California, APN Nos. 024-147-01, 024-153- 21, and 142-073-03 (collectively, the "Agency Properties"); and Pursuant to Resolution No. 2011-17, the City executed certificates of acceptance ("Certificates of Acceptance") for the Agency Deeds designed to transfer ownership of the Agency Properties from the Agency to the City("Agency Deeds"); and On or about March 10, 2011, the Agency Deeds, along with the Certificates of Acceptance, were recorded in the official records of the County of Orange; and Neither the Cooperation Agreements nor the purported transfer of the Agency Properties (or any of the related documents and actions) were challenged within the applicable statute of limitations; and 1 12-3499/85223.doc Resolution No. 2012-70 Subsequent to the date of transfer of the Agency Properties to the City, the City entered into that certain Amended January 27, 2011 pertaining to APN No. 024-147-01 and that certain January 27, 2011 pertaining to APN NO. 142-073-03 (which agreements may be referred to herein collectively, as the"Governmental Use Leases"); and AB xl 26 ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the CRL and adding Part 1.8 and Part 1.85 to Division 24 of the California Health and Safety Code; and AB 26 states, in part, that "[t]he Legislature hereby finds that a transfer of assets by a redevelopment agency [after January 1, 2011] is deemed not to be in the furtherance of the [CRL] and is thereby unauthorized;" and AB 26 further states, in part, that "[c]ommencing [February 1, 2012], ... arrangements between the city ... that created the redevelopment agency and the redevelopment agency are invalid...;" and AB 26 further states, in part, that "[a]ll ... properties [and] buildings ... of the former redevelopment agency are transferred on [February 1, 2012], to the control of the successor agency;" and On or about April 20, 2012,the California State Controller issued correspondence stating, in part, that "[i]f your city ... received any assets from a redevelopment agency after January 1, 2011, your city ... hereby is ordered to ... reverse the transfer and return the applicable assets to the successor agency of the relevant redevelopment agency;" and Under AB 26, each successor agency shall have an oversight board with fiduciary responsibilities to holders of enforceable obligations and the taxing entities that benefit from distributions of property taxes and other revenues pursuant to California Health and Safety Code Section 34188; and The oversight board has been established for Successor Agency to the Redevelopment Agency of the City of Huntington Beach ("Successor Agency") (which oversight board shall hereinafter be referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to California Health and Safety Code Section 34179; and California Health and Safety Code Section 34181(a) provides, in pertinent part, that the Oversight Board shall direct the Successor Agency to transfer ownership to the appropriate public jurisdiction of all assets and property constructed and used for governmental purposes; and The Agency Properties were constructed and are used for governmental purposes; The City is the appropriate public jurisdiction for ownership of the Agency Properties as authorized pursuant to California Health and Safety Code Section 34181(a); and 2 12-3499/85223.doc Resolution No. 2012-70 AB 1484 ("AB 1484") was signed by the Governor of California on June 27, 2012, making changes to AB 26 and certain additional changes to the CRL; and AB 1484, at Section 34179.5(c)(2) of Part 1.85 of the California Health and Safety Code, categorizes certain assets as those "transferred after January 1, 2011 ... by the redevelopment agency ... to the city ... that formed the redevelopment agency..." ("Section 34179.5(c)(2) Assets"); and AB 1484, at Section 34179.5(c)(1) of Part 1.85 of the California Health and Safety Code, categorizes certain other assets as those "transferred from the former redevelopment agency to the successor agency on or about February 1, 2012." ("Section 34179.5(c)(1)Assets"); and Because (i) AB 26 states that a transfer of assets by a redevelopment agency after January 1, 2011 was "unauthorized", (ii) AB 26 states that commencing February 1, 2012, arrangements between a redevelopment agency and the city that created it are "invalid" and (iii) the State Controller has purported to order that ownership of certain assets be vested in successor agencies,the Agency Properties is therefore not categorized as Section 34179.5(c)(2)Assets; and Because AB 26 states that all properties and buildings of the former redevelopment agency are transferred on February 1, 2012 to the control of the successor agency, the Agency Properties is therefore categorized as Section 34179.5(c)(1)Assets; and The City does not acknowledge that the purported transfer of the Agency Properties by the Agency to the City was not in furtherance of the CRL; and The City does not acknowledge the effectiveness of the Legislature's purported deeming not to be in furtherance of the CRL of the purported transfer of assets that was conducted in accordance with the CRL at the time when made and was not challenged within the applicable statute of limitations; and The City does not acknowledge that commencing February 1, 2012, arrangements between the redevelopment agency and the city that created it are invalid; and The City does not acknowledge the effectiveness of the California State Controller's order to reverse the transfer of the Agency Properties and return the applicable assets to the Successor Agency; and The City has limited financial resources and desires not to initiate litigation at this time with regard to AB 26, AB 1484 and/or the purported order by the California State Controller that ownership of the Agency Properties be vested in the Successor Agency; and In order to avoid the costs of litigation and other costs, the City desires to take action in a manner consistent with AB 26, AB 1484 and the California State Controller's purported order, and in furtherance of the Successor Agency's duties under Section 34179.6(h)(1) and Section 34179.6(f), by processing documentation reflecting ownership of the Agency Properties by the 3 12-3499/85223 Resolution No. 2-012-70 Successor Agency, without acknowledging the effectiveness of AB 26, AB 1484 and/or such order and duties, expressly disclaiming the same; and The City's processing of documentation reflecting ownership of the Agency Properties by the Successor Agency is not intended to waive, and shall not constitute a waiver, by the Successor Agency or the City of any constitutional, legal or equitable rights that the Successor Agency or the City may have to challenge, through administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of AB 26 or AB 1484, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of AB 26 and AB 1484, and any and all related legal and factual issues, and the Successor Agency and the City expressly reserves any and all rights, privileges, and defenses available under law and equity; and Per Section 15301 of the State CEQA Guidelines, the transfer of the Agency Properties is exempt from environmental review under CEQA because the transfer, will result in a continuation of an existing facility involving no expansion of use and is therefore exempt from environmental review, and any future development for the Agency Properties will require separate environmental review; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby resolve as follows: 1. The above recitals are true and correct and are a substantive part of this Resolution. 2. The City hereby authorizes the processing of documentation via quitclaim Deeds(s) or other appropriate instrument in order to reflect and confirm ownership of the Agency Properties by the Successor Agency, including the execution of Certificates of Acceptance therefor by the Successor Agency, and the processing of documentation to transfer to the Successor Agency the Governmental Use Leases. 3. The City Council hereby approves and consents to the transfer of ownership of any or all of the Agency Properties, together with the transfer of the applicable Governmental Use Leases, from the Successor Agency to the City as the appropriate public agency, as may be directed by the Oversight Board. 4. The City Manager, or designee, is hereby authorized to take such actions and execute such documents as are necessary to effectuate the intent of this Resolution on behalf of the City. 5. The City Council does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Successor Agency or the City under law and/or in equity by virtue of the adoption of this Resolution and actions approved and taken pursuant to 4 12-3499/85223 Resolution No. 2012-70 this Resolution and, therefore, reserves all such rights of the Successor Agency and the City under law and/or in equity. 6. This Resolution shall take effect upon the date of its adoption. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 15th day of October , 2012. Mayor REVIE :ND APPROVED: INIII99D AND APPROVED: Ci ager Director of Economic Development ItPROVED AS TOFORM: y Attorn y 5 12-3499/85223 Res. No. 2012-70 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L. FLYNN the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a Regular meeting thereof held on October 15, 2012 by the following vote: AYES: Shaw, Harper, Dwyer, Hansen, Carchio, Bohr, Boardman NOES: None ABSENT: None ABSTAIN: None Cit Jerk and ex-officio erk of the City Council of the City of Huntington Beach, California ATTACHMENT #3 RESOLUTION NO. 2012-71 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA AUTHORIZING THE PROCESSING OF DOCUMENTATION REFLECTING AND CONFIRMING OWNERSHIP OF REAL PROPERTY BY THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND APPROVING VARIOUS ACTIONS, SUBJECT TO CONDITIONS PRECEDENT, RELATING TO THE TRANSFER OF THE PURCHASE PRICE AND SALE OF REAL PROPERTY PURSUANT TO A PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND CAMPBELL LODGING, INC. AND CAMPBELL LODGING INTERNATIONAL, LLC WHEREAS, the former Redevelopment Agency of the City of Huntington Beach ("Agency") was a redevelopment agency in the City of Huntington Beach ("City"), duly created pursuant to the California Community Redevelopment Law (Part 1 (commencing with Section 33000) of Division 24 of the California Health and Safety Code) ("CRL"); and WHEREAS, the Agency was responsible for the administration of redevelopment activities within the City; and WHEREAS, Section 33220 of the CRL provides that certain public bodies may aid and cooperate in the planning, undertaking, construction or operation of redevelopment projects; and WHEREAS, the City and the Agency entered into a number of Cooperation Agreements to continue the effort to redevelop, revitalize and/or eliminate blight in the City to achieve the purposes and goals of the CRL, to repay debt to the City and to provide for affordable housing, as appropriate and as authorized by redevelopment law in effect at the time of approval of said agreements; and WHEREAS, pursuant to such authority set forth in the CRL and other applicable law, on March 7, 2011, by Resolution No. 2011-17, the City approved and accepted the transfer of certain real property located in the City of Huntington Beach, California, APN Nos. 142-081-06, 142-081-09, 142-081-10, 142-081-11, 142-081-12, and 142-081-28 (collectively, the "Agency Property"); and WHEREAS, pursuant to Resolution No. 2011-17, the City executed a certificate of acceptance ("Certificate of Acceptance") for the Agency deed designed to transfer ownership of the Agency Property from the Agency to the City ("Agency Deed"); and WHEREAS, on or about March 10, 2011, the Agency Deed, along with the Certificate of Acceptance, was recorded in the official records of the County of Orange; and WHEREAS, neither the Cooperation Agreements nor the purported transfer of the Agency Property (or any of the related documents and actions) were challenged within the applicable statute of limitations; and 1 12-3499/85282.doc Resolution No. 2012-71 WHEREAS, AB xl 26 ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the CRL and adding Part 1.8 and Part 1.85 to Division 24 of the California Health and Safety Code; and WHEREAS, AB 26 states, in part, that "[t]he Legislature hereby finds that a transfer of assets by a redevelopment agency [after January 1, 2011] is deemed not to be in the furtherance of the [CRL] and is thereby unauthorized"; and WHEREAS, AB 26 further states, in part, that "[c]ommencing [February 1, 2012], ... arrangements between the city ... that created the redevelopment agency and the redevelopment agency are invalid..."; and WHEREAS, AB 26 further states, in part, that "[a]ll ... properties [and] buildings ... of the former redevelopment agency are transferred on [February 1, 2012],. to the control of the successor agency"; and WHEREAS, subsequent to the date of transfer of the Agency Property to the City, the City and Campbell Lodging, Inc. entered into that certain Purchase Agreement and Joint Escrow Instructions dated January 27, 2012, as amended by that Amendment to Purchase Agreement and Joint Escrow Instructions dated January 31, 2012 and that Second Amendment to Purchase Agreement and Joint Escrow Instructions dated June 25, 2012 (collectively, the "Purchase Agreement") relating to the sale of the Agency Property and the development thereon of a high- quality, first-class, four story, 120-140 room Hyatt Place Hotel or other brand hotel ("Project") pursuant to the terms and conditions contained in the Purchase Agreement. Campbell Lodging, Inc. assigned its rights as `Buyer" under the Purchase Agreement to Campbell Lodging International, LLC but retained the obligation to be the developer of the hotel; and WHEREAS, on or about April 20, 2012, the California State Controller issued correspondence stating, in part, that "[i]f your city ... received any assets from a redevelopment agency after January 1, 2011, your city ... hereby is ordered to ... reverse the transfer and return the applicable assets to the successor agency of the relevant redevelopment agency"; and WHEREAS, under AB 26, each successor agency shall have an oversight board with fiduciary responsibilities to holders of enforceable obligations and the taxing entities that benefit from distributions of property taxes and other revenues pursuant to California Health and Safety Code Section 34188; and WHEREAS, the oversight board has been established for Successor Agency to the Redevelopment Agency of the City of Huntington Beach ("Successor Agency") (which oversight board shall hereinafter be referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to California Health and Safety Code Section .34179; and 2 12-3499/85282.doc Resolution No. 2012-71 WHEREAS, AB 1484 ("AB 1484") was signed by the Governor of California on June 27, 2012, making changes to AB 26 and certain additional changes to the CRL; and WHEREAS, AB 1484, at Section 34179.5(c)(2) of Part 1.85 of the California Health and Safety Code, categorizes certain assets as those "transferred after January 1, 2011 ... by the redevelopment agency ... to the city ... that formed the redevelopment agency..." ("Section 34179.5(c)(2)Assets"); and WHEREAS, AB 1484, at Section 34179.5(c)(1) of Part 1.85 of the California Health and Safety Code, categorizes certain other assets as those "transferred from the former redevelopment agency to the successor agency on or about February 1, 2012." ("Section 34179.5(c)(1) Assets"); and WHEREAS, because (i) AB 26 states that a transfer of assets by a redevelopment agency after January 1, 2011 was "unauthorized", (ii) AB 26 states that commencing February 1, 2012, arrangements between a redevelopment agency and the city that created it are "invalid" and (iii) the State Controller has purported to order that ownership of certain assets be vested in successor agencies, the Agency Property is therefore not categorized as Section 34179.5(c)(2)Assets; and WHEREAS, because AB 26 states that all properties and buildings of the former redevelopment agency are transferred on February 1, 2012 to the control of the successor agency, the Agency Property is therefore categorized as Section 34179.5(c)(1) Assets; and WHEREAS, the City does not acknowledge that the purported transfer of the Agency Property by the Agency to the City was not in furtherance of the CRL; and WHEREAS, the City does not acknowledge the effectiveness of the Legislature's purported deeming not to be in furtherance of the CRL of the purported transfer of assets that was conducted in accordance with the CRL at the time when made and was not challenged within the applicable statute of limitations; and WHEREAS, the City does not acknowledge that commencing February 1, 2012, arrangements between the redevelopment agency and the city that created it are invalid; and WHEREAS, the City does not acknowledge the effectiveness of the California State Controller's order to reverse the transfer of the Agency Property and return the applicable assets to the Successor Agency to the Redevelopment Agency of the City of Huntington Beach ("Successor Agency"); and WHEREAS, the City has limited financial resources and desires not to initiate litigation at this time with regard to AB 26, AB 1484 and/or the purported order by the California State Controller that ownership of the Agency Property be vested in the Successor Agency; and WHEREAS, in order to avoid the costs of litigation and other costs, the City desires to take action in a manner consistent with AB 26, AB 1484 and the California State Controller's purported order, and in furtherance of the Successor Agency's duties under Section 3 12-3499/85282.doe Resolution No. 2012-71 34179.6(h)(1) and Section 34179.6(f), by processing documentation reflecting ownership of the Agency Property by the Successor Agency, without acknowledging the effectiveness of AB 26, AB 1484 and/or such order and duties, expressly disclaiming the same; and WHEREAS, the City's processing of documentation reflecting ownership of the Agency Property by the Successor Agency is not intended to waive, and shall not constitute a waiver, by the Successor Agency or the City of any constitutional, legal or equitable rights that the Successor Agency or the City may have to challenge, through administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of AB 26 or AB 1484, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of AB 26 and AB 1484, and any and all related legal and factual issues, and the Successor Agency and the City expressly reserves any and all rights, privileges, and defenses available under law and equity; and WHEREAS, per Section 15301 of the State CEQA Guidelines, the transfer of the Agency Property is exempt from environmental review under CEQA because the transfer will result in a continuation of an existing facility involving no expansion of use and is therefore exempt from environmental review, and any future development for the Agency Property will require separate environmental review; and WHEREAS, Health and Safety Code Section 34181(a) provides, in pertinent part, that the Oversight Board shall direct the Successor Agency to transfer ownership to the appropriate public jurisdiction of all assets and property constructed and used for governmental purposes; and WHEREAS, the City is the appropriate public jurisdiction for ownership of the Agency Property pursuant to the Purchase Agreement, as authorized pursuant to Health and Safety Code Section 34181(a); and WHEREAS, the Successor Agency and Oversight Board will each consider approving its own resolution (the "Successor Agency Resolution" and the "Oversight Board Resolution", respectively) to, among other things: (1) approve of the terms of the Purchase Agreement; (2) approve of the sale and conveyance of the Agency Property from the City or Successor Agency to Campbell Lodging International, LLC in accordance with the terms and conditions set forth in . the Purchase Agreement, for the purpose of the Campbell Lodging, Inc. developing the Project; (3) approve of the transfer to the Successor Agency of the purchase price received from the sale of the Agency Property for distribution to the taxing agencies in accordance with AB 26/AB 1484; and (4) acknowledge and agree that the Purchase Agreement constitutes the existence of an enforceable obligation pursuant to Part 1.8 and Part 1.85 of Division 24 of the Health and Safety Code for the purposes of, without limitation, the disposition of assets previously owned by the Agency; and WHEREAS, all of the prerequisites with respect to the approval of this Resolution have been met. 4 12-3499/85282.doc Resolution No. 2012-71 NOW, THEREFORE, BE IT HEREBY RESOLVED, by the City Council of the City of Huntington Beach, as follows: 1. The above recitals are true and correct and are a substantive part of this Resolution. 2. The City hereby authorizes the processing of documentation via quitclaim deed(s) or other appropriate instrument in order to reflect and confirm ownership of the Agency Property by the Successor Agency, including the execution of Certificate of Acceptance therefore by the Successor Agency, and the processing of documentation to transfer to/retention by the Successor Agency or the City of the Purchase Agreement and/or any and all other lease or rental documents pertaining to the Agency Property. 3. Provided that all of the following conditions (collectively, the "Conditions") are satisfied, the City Council (a) approves of the sale and conveyance of the Agency Property from the City or Successor Agency to Campbell Lodging International, LLC in accordance with the terms and conditions set forth in the Purchase Agreement, for the purpose of the Campbell Lodging, Inc. developing the Project; (b) approves of the transfer to the Successor Agency of the purchase price received from the sale of the Agency Property for distribution to the taxing agencies in accordance with AB 26 and AB 1484; (c) approves and consents to the transfer of ownership of any or all of the Agency Property, together with the transfer of the Purchase Agreement and/or any and all other lease or rental documents pertaining to the Agency Property, from the Successor Agency to the City as the appropriate public agency, as may be directed by the Oversight Board; and (d) acknowledges and agrees that the Purchase Agreement constitutes the existence of an enforceable obligation pursuant to Part 1.8 and Part 1.85 of Division 24 of the Health and Safety Code for the purposes of, without limitation, the disposition of assets previously owned by the: (1) The Successor Agency adopts the Successor Agency Resolution; (2) The Oversight Board adopts the Oversight Board Resolution; and (3) (A) The Department of Finance either does not review the Oversight Board Resolution within the time period set forth in AB 26/AB 1484 and the Oversight Board Resolution and the actions therein are deemed effective pursuant to AB 26/AB 1484 or (B) the Department of Finance reviews the Oversight Board Resolution within the time period set forth in AB 26/AB 1484 and the Department of Finance approves of the Oversight Board Resolution and the actions therein. 4. The City Manager, or designee, is hereby authorized to take such actions and execute such documents as are necessary to effectuate the intent of this Resolution on behalf of the City, including, without limitation, transferring or retaining the Purchase Agreement and/or any and all other lease or rental documents pertaining to the Agency Property and taking all actions and signing any and all documents necessary to implement and effectuate the Purchase Agreement and/or any and all other lease or rental documents pertaining to the Agency Property. 5. The City Council does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Successor Agency or the City under law and/or in equity by virtue of the adoption of this Resolution and actions approved and taken pursuant to 5 12-3499/85282.doc Resolution No. 2012-71 this Resolution and, therefore, reserves all such rights of the Successor Agency and the City under law and/or in equity. 6. This Resolution shall take effect upon the date of its adoption. PASSED, APPROVED, AND ADOPTED at a regular meeting of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach, California, held on the 15th day of October, 2012 by the following vote, to wit: K . Mayor REV ND APPROVED: INITIA AND APPROVED: Ci Cn ger Director of Economic Development ROVED AS TO FORM: ity Atto ey 6 12-3499/85282.doc Res. No. 2012-71 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L. FLYNN the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held on October 15, 2012 by the following vote: AYES: Shaw, Harper, Dwyer, Hansen, Carchio, Bohr, Boardman NOES: None ABSENT: None ABSTAIN: None Cit Jerk and ex-officio 9erk of the City Council of the City of Huntington Beach, California ATTACHMENT #4 RESOLUTION NO. 2012-72 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA AUTHORIZING THE PROCESSING OF DOCUMENTATION REVLECTING AND CONFIRMING OWNERSHIP OF REAL PROPERTY BY THE SUCCESS-OR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGT,ON BEACH WHEREAS, the former Redevelopment Agency of the City,"of Huntington Beach ("Agency") was a redevelopment agency in the City of Huntington Beach ("City"), duly created pursuant to the California Community Redevelopment Law (Part 11(commencing with Section 33000) of Division 24 of the California Health and Safety Code) (;,CRL"); and WHEREAS, the Agency was responsible for the;administration of redevelopment activities within the City; and WHEREAS, the Agency and Mayer Financial,/L.P. entered into that certain Amended and Restated Disposition and Development Agreement dated as of September 14, 1998 (the "Original Agreement"), as amended by that certaii/First Implementation Agreement to Amended and Restated Disposition and Development Agreement dated as of May 15, 2000 (the "First Implementation Agreement"), that certain Second Implementation Agreement to Amended and Restated Disposition and Development Agreement dated as of February 5, 2001 (the "Second Implementation Agreement"), that certainyThird Implementation Agreement to Amended and Restated Disposition and Development ,Agreement dated as of October 20, 2008 (the "Third Implementation Agreement"), that certain Fourth Implementation Agreement to Amended and Restated Disposition and Development Agreement dated as of October 18, 2010 (the "Fourth Implementation Agreement") and that certain Fifth Implementation Agreement to Amended and Restated Disposition and Development Agreement dated as of May 16, 2010 (the Original Agreement, the First Implemet�ation Agreement, the Second Implementation Agreement, the Third Implementation Agreement, the Fourth Implementation Agreement and the Fifth Implementation Agreement may hereinafter be referred to together as the "DDA"). The DDA provides for the phased disposition of the "Site" described therein and the development and operation by Developer oil the Site of certain hotel, residential, and related improvements; and WHEREAS, Section 33220 of the CRL provides that certain public bodies may aid and cooperate in the planning, undertaking, construction or operation of redevelopment projects; and WHEREAS, the City and the Agency entered into a number of Cooperation Agreements to continue the effort to redevelop, revitalize and/or eliminate blight in the City to achieve the purposes and/goals of the CRL, to repay debt to the City and to provide for affordable housing, as appropr�te and as authorized by redevelopment law in effect at the time of approval of said agreements; and 1 12-3499/85278.doc Resolution No. 2012-72 WHEREAS, pursuant to such authority set forth in the CRL and other applicable law, on March 7, 2011, by Resolution No. 2011-17, the City approved and accepted the transfer of certain real property located in the City of Huntington Beach, California, APN N6s". 024-251-01, 024-252-01, and 024-252-02 (collectively, the "Agency Property"). The Agency Property is the same as the"Site' under the DDA; and WHEREAS, pursuant to Resolution No. 2011-17, the City executed a certificate of acceptance ("Certificate of Acceptance") for the Agency deed designed to transfer ownership of the Agency Property from the Agency to the City ("Agency Deed"); and WHEREAS, on or about March 10, 2011, the Agency Deed, along with the Certificate of Acceptance, was recorded in the official records of the County,rof Orange; and WHEREAS, neither the Cooperation Agreements nor the purported transfer of the Agency Property (or any of the related documents and actions) were challenged within the applicable statute of limitations; and J� WHEREAS, AB xl 26 ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the CRL and adding Part 1.8 and Part 1.85 to Division 24 of the California Health and Safety Code; and WHEREAS, AB 26 states, in part,.that "[t]he Legislature hereby finds that a transfer of assets by a redevelopment agency [after January 1, 2011] is deemed not to be in the furtherance of the [CRL] and is thereby unauthorized"; and WHEREAS, AB 26 further states, in part, that "[c]ommencing [February 1, 2012], ... arrangements between the city ...,that created the redevelopment agency and the redevelopment agency are invalid..."; and WHEREAS, AB 26 further states, in part, that "[a]ll ... properties [and] buildings ... of the former redevelopment F;agency are transferred on [February 1, 2012], to the control of the successor agency"; and WHEREAS, on or about April 20, 2012, the California State Controller issued correspondence stating, in part, that "[i]f your city ... received any assets from a redevelopment agency after January 1, 2011, your city ... hereby is ordered to ... reverse the transfer and return the applicable assets to the successor agency of the relevant redevelopment agency"; and J; WHEREAS, AB 1484 ("AB 1484") was signed by the Governor of California on June 27, 2012, making changes to AB 26 and certain additional changes to the CRL; and . I WHEREAS, AB 1484, at Section 34179.5(c)(2) of Part 1.85 of the California Health and Safety Qode, categorizes certain assets as those "transferred after January 1, 2011 ... by the redevelopment agency ... to the city ... that formed the redevelopment agency..." ("Section 34179.5(c)(2)Assets"); and ,Fx 2 12-3499/85278.doc Resolution No. 2012-72 WHEREAS, AB 1484, at Section 34179.5(c)(1) of Part 1.85 of the California Health and Safety Code, categorizes certain other assets as those "transferred from the former redevelopment agency to the successor agency on or about February 1, 2012." ("..Section 34179.5(c)(1)Assets"); and r� WHEREAS, because (i) AB 26 states that a transfer of assets by a redevelopment agency after January 1, 2011 was "unauthorized", (ii) AB 26 states that commencing February 1, 2012, arrangements between a redevelopment agency and the city that created it are,"invalid" and (iii) the State Controller has purported to order that ownership of certain assets be'vested in successor agencies, the Agency Property is therefore not categorized as Section 34179`.5(c)(2)Assets; and WHEREAS, because AB 26 states that all properties and.,-buildings of the former redevelopment agency are transferred on February 1, 2012 to the control of the successor agency, the Agency Property is therefore categorized as Section 34179.5(c)(1) Assets; and WHEREAS, the City does not acknowledge that the.:purported transfer of the Agency Property by the Agency to the City was not in furtherance of the CRL; and WHEREAS, the City does not acknowledge the effectiveness of the Legislature's purported deeming not to be in furtherance of the CRL of the purported transfer of assets that was conducted in accordance with the CRL at the time when made and was not challenged within the applicable statute of limitations; and WHEREAS, the City does not acknowledge that commencing February 1, 2012, arrangements between the redevelopment agency and the city that created it are invalid; and F WHEREAS, the City .does not'acknowledge the effectiveness of the California State Controller's order to reverse the transfer of the Agency Property and return the applicable assets to the Successor Agency to the,;Redevelopment Agency of the City of Huntington Beach ("Successor Agency"); and WHEREAS, the City`has limited financial resources.and desires not to initiate litigation at this time with regard to AB 26, AB 1484 and/or the purported order by the California State Controller that ownership of the Agency Property be vested in the Successor Agency; and WHEREAS„In order to avoid the costs of litigation and other costs, the City desires to take action in a manner consistent with AB 26, AB 1484 and the California State Controller's purported order, and in furtherance of the Successor Agency's duties under Section 34179.6(h)(1).and Section 34179.6(f), by processing documentation reflecting ownership of the Agency Property by the Successor Agency, without acknowledging the effectiveness of AB 265 AB 1484 and/or such order and duties, expressly disclaiming the same; and 3 12-3499/85278.doc Resolution No. 2012-72 WHEREAS, the City's processing of documentation reflecting ownership of the Agency f Property by the Successor Agency is not intended to waive, and shall not constitute a waiver, by"", the Successor Agency or the City of any constitutional, legal or equitable rights that ft I Successor Agency or the City may have to challenge, through administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of AB 26 or AB 1,484, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of AB 26 and AB 1484, and any and all related legal and factual issues, and the Successor Agency and the City expressly reserves any and all rights, privileges, and defenses available under law and equity; and WHEREAS, per Section 15301 of the State CEQA Guidelines, the transfer of the Agency Property is exempt from environmental review under CEQA because the transfer will result in a continuation of an existing facility involving no expansion of use and is therefore exempt from environmental review, and any future development for the Agency`Property will require separate environmental review; and f WHEREAS, all of the prerequisites with respect to,�the approval of this Resolution have been met. NOW, THEREFORE, BE IT HEREBY RESOLVED, by the City Council of the City of Huntington Beach, as follows: 1. The above recitals are true ,and correct and are a substantive part of this Resolution. / f i` 2. The City hereby authorizes the processing of documentation via quitclaim deed(s) or other appropriate instrument in order to reflect and confirm ownership of the Agency Property by the Successor Agency, including`the execution of Certificate of Acceptance therefore by the Successor Agency, and the processing of documentation to transfer to/retention by the Successor Agency or the City of any and all lease, rental or other documents pertaining to the Agency Property. 3. The City Manager, or designee, is hereby authorized to take such actions and execute such documents as are necessary to effectuate the intent of this Resolution on behalf of the City. ` 4. ,The City Council does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Successor Agency or the City under law and/or in equiry virtue of the adoption of this Resolution and actions approved and taken pursuant to 4 12-3499/85278.doc Resolution No. 2012-72 this Resolution and, therefore, reserves all such rights of the Successor Agency af�d the City under law and/or in equity. 5. This Resolution shall take effect upon the date of its adoption. PASSED, APPROVED, AND ADOPTED at a regular meeting of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach, California; held on the 15th day of October, 2012 by the following vote, to wit: Mayor REVI AND APPROVED: 1) APPROVED: 1 Ci ager Director of Economic Development APP VED AS TO FORM: ity Atto ey A J ) Ab fF 5 12-3499/85278.doc ATTACHMENT #5 SUCCESSOR AGENCY RESOLUTION NO. 2012-05 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE PROCESSING OF DOCUMENTATION REFLECTING AND CONFIRMING ITS OWNERSHIP OF REAL PROPERTY WHEREAS, the former Redevelopment Agency of the City of Huntington Beach ("Agency") was a redevelopment agency in the City of Huntington Beach ("City"), duly created pursuant to the California Community Redevelopment Law (Part 1 (commencing with Section 33000) of Division 24 of the California Health and Safety Code) ("CRL"); and The Agency was responsible for the administration of redevelopment activities within the City; and Section 33220 of the CRL provides that certain public bodies may aid and cooperate in the planning,undertaking, construction or operation of redevelopment projects; and The City and the Agency entered into a number of Cooperation Agreements to continue the effort to redevelop, revitalize and/or eliminate blight in the City to achieve the purposes and goals of the CRL, to repay debt to the City and to provide for affordable housing, as appropriate and as authorized by redevelopment law in effect at the time of approval of said agreements; and Pursuant to such authority set forth in the CRL and other applicable law, on March 7, 2011, by Resolution No. 2011-17, the City approved and accepted the transfer of certain real property located in the City of Westminster, California, APN No. 142-073-03 (the "Agency Property"); and Pursuant to Resolution No. 2011-17, the City executed a certificate of acceptance ("Certificate of Acceptance") for the Agency deed designed to transfer ownership of the Agency Property from the Agency to the City ("Agency Deed"); and On or about March 10, 2011, the Agency Deed, along with the Certificate of Acceptance, was recorded in the official records of the County of Orange; and Neither the Cooperation Agreements nor the purported transfer of the Agency Property (or any of the related documents and actions) were challenged within the applicable statute of limitations; and AB xl 26 ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the CRL and adding Part 1.8 and Part 1.85 to Division 24 of the California Health and Safety Code; and 1 12-3499/85221.doc Successor Agency Resolution No. 2012-05 AB 26 states, in part, that "[t]he Legislature hereby finds that a transfer of assets by a redevelopment agency [after January 1, 2011] is deemed not to be in the furtherance of the [CRL] and is thereby unauthorized;"and AB 26 further states, in part, that "[c]ommencing [February 1, 20121, ... arrangements between the city ... that created the redevelopment agency and the redevelopment agency are invalid...;" and AB 26 further states, in part, that "[a]ll ... properties [and] buildings ... of the former redevelopment agency are transferred on [February 1, 20121, to the control of the successor agency;" and On or about April 20, 2012,the California State Controller issued correspondence stating, in part, that "[i]f your city ... received any assets from a redevelopment agency after January 1, 2011, your city ... hereby is ordered to ... reverse the transfer and return the applicable assets to the successor agency of the relevant redevelopment agency;" and AB 1484 ("AB 1484") was signed by the Governor of California on June 27, 2012, making changes to AB 26 and certain additional changes to the CRL; and AB 1484, at Section 34179.5(c)(2) of Part 1.85 of the California Health and Safety Code, categorizes certain assets as those "transferred after January 1, 2011 ... by the redevelopment agency ... to the city ... that formed the redevelopment agency..." ("Section 34179.5(c)(2) Assets"); and AB 1484, at Section 34179.5(c)(1) of Part 1.85 of the California Health and Safety Code, categorizes certain other assets as those "transferred from the former redevelopment agency to the successor agency on or about February 1, 2012." ("Section 34179.5(c)(1) Assets"); and Because (i)AB 26 states that a transfer of assets by a redevelopment agency after January 1, 2011 was "unauthorized," (ii) AB 26 states that commencing February 1, 2012, arrangements between a redevelopment agency and the city that created it are "invalid" and (iii) the State Controller has purported to order that ownership of certain assets be vested in successor agencies, the Agency Property is therefore not categorized as Section 34179.5(c)(2)Assets; and Because AB 26 states that all properties and buildings of the former redevelopment agency are transferred on February 1, 2012 to the control of the successor agency, the Agency Property is therefore categorized as Section 34179.5(c)(1)Assets; and The Successor Agency to the Redevelopment Agency of the City of Huntington Beach ("Successor Agency") does not acknowledge that the purported transfer of the Agency Property by the Agency to the City was not in furtherance of the CRL; and The Successor Agency does not acknowledge the effectiveness of the Legislature's purported deeming not to be in furtherance of the CRL of the purported transfer of assets that 2 12-3499/85221 Successor Agency Resolution No. 2012-05 was conducted in accordance with the CRL at the time when made and was not challenged within the applicable statute of limitations; and The Successor Agency does not acknowledge that commencing February 1, 2012, arrangements between the redevelopment agency and the city that created it are invalid; and The Successor Agency does not acknowledge the effectiveness of the California State Controller's order to reverse the transfer of the Agency Property and return the applicable assets to the Successor Agency; and The Successor Agency has limited financial resources and desires not to initiate litigation at this time with regard to AB 26, AB 1484 and/or the purported order by the California State Controller that ownership of the Agency Property be vested in the Successor Agency; and In order to avoid the costs of litigation and other costs, the Successor Agency desires to take action in a manner consistent with AB 26, AB 1484 and the California State Controller's purported order, and in furtherance of the Successor Agency's duties under Section 34179.6(h)(1) and Section 34179.6(f), by processing documentation reflecting ownership of the Agency Property by the Successor Agency, without acknowledging the effectiveness of AB 26, AB 1484 and/or such order and duties, expressly disclaiming the same; and The Successor Agency's processing of documentation reflecting ownership of the Agency Property by the Successor Agency is not intended to waive, and shall not constitute a waiver, by the Successor Agency or the City of any constitutional, legal or equitable rights that the Successor Agency or the City may have to challenge, through administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of AB 26 or AB 1484, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of AB 26 and AB 1484, and any and all related legal and factual issues, and the Successor Agency and the City expressly reserves any and all rights, privileges, and defenses available under law and equity; and Per Section 15301 of the State CEQA Guidelines, the transfer of the Agency Property is exempt from environmental review under CEQA because the transfer will result in a continuation of an existing facility involving no expansion of use and is therefore exempt from environmental review, and any future development for the Agency Property will require separate environmental review; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the Governing Board of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1. The above recitals are true and correct and are a substantive part of this Resolution. 3 12-3499/85221 Successor Agency Resolution No. 2012-05 2. The Successor Agency hereby authorizes the processing of documentation via quitclaim deed(s) or other appropriate instrument in order to reflect and confirm ownership of the Agency Property by the Successor Agency, including the execution of Certificate of Acceptance therefor by the Successor Agency. 3. The Executive Director, or designee, is hereby authorized to take such actions and execute such documents as are necessary to effectuate the intent of this Resolution on behalf of the Successor Agency. 4. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Successor Agency or the City under law and/or in equity by virtue of the adoption of this Resolution and actions approved and taken pursuant to this Resolution and, therefore, reserves all such rights of the Successor Agency and the City under law and/or in equity. 5. This Resolution shall take effect upon the date of its adoption. PASSED AND ADOPTED by the Governing Board of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a regular meeting thereof held on the 15th day of October , 2012. At Chairman REV ND APPROVED: d A D A PROVED: Ex tive irector Deputy Executi e Director PROVED AS TO FORM: gency&ounsel 4 12-3499/85221 Successor Agency Res. No. 2012-05 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L. FLYNN the Clerk of the Successor Agency to the former City of Huntington Beach Redevelopment Agency, Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by The Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting held on October 15, 2012 and that is was so adopted by the following vote: AYES: Shaw, Harper, Dwyer, Hansen, Carchio, Bohr, Boardman NOES: None ABSENT: None ABSTAIN: None Cle t 'of The Successor AVency to the Redevelopment Agency of the City of Huntington Beach, California ATTACHMENT #6 SUCCESSOR AGENCY RESOLUTION NO. 2012-06 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE PROCESSING OF DOCUMENTATION REFLECTING AND CONFIRMING ITS OWNERSHIP OF REAL PROPERTY AND APPROVING AND CONSENTING TO THE TRANSFER BACK TO THE CITY OF THE REAL PROPERTY AS MAY BE DIRECTED BY THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH WHEREAS, the former Redevelopment Agency of the City of Huntington Beach ("Agency") was a redevelopment agency in the City of Huntington Beach ("City"), duly created pursuant to the California Community Redevelopment Law (Part 1 (commencing with Section 33000) of Division 24 of the California Health and Safety Code) ("CRL"); and The Agency was responsible for the administration of redevelopment activities within the City; and Section 33220 of the CRL provides that certain public bodies may aid and cooperate in the planning, undertaking, construction or operation of redevelopment projects; and The City and the Agency entered into a number of Cooperation Agreements to continue the effort to redevelop, revitalize and/or eliminate blight in the City to achieve the purposes and goals of the CRL, to repay debt to the City and to provide for affordable housing, as appropriate and as authorized by redevelopment law in effect at the time of approval of said agreements; and Pursuant to such authority set forth in the CRL and other applicable law, on March 7, 2011, by Resolution No. 2011-17, the City approved and accepted the transfer of certain real property located in the City of Huntington Beach, California, APN Nos. 024-147-01, 024-153- 21, and 142-073-03 (collectively,the "Agency Properties"); and Pursuant to Resolution No. 2011-17, the City executed certificates of acceptance ("Certificates of Acceptance") for the Agency Deeds designed to transfer ownership of the Agency Properties from the Agency to the City ("Agency Deeds"); and On or about March 10, 2011, the Agency Deeds, along with the Certificates of Acceptance, were recorded in the official records of the County of Orange; and Neither the Cooperation Agreements nor the purported transfer of the Agency Properties (or any of the related documents and actions) were challenged within the applicable statute of limitations; and Subsequent to the date of transfer of the Agency Properties to the City, the City entered into that certain amended January 27, 2011 pertaining to APN No. 024-147-01 and that certain 1 12-3499185222.doc Successor Agency Resolution No. 2012-06 January 27, 2011 pertaining to APN NO. 142-073-03 (which agreements may be referred to herein collectively, as the "Governmental Use Leases"); and AB xl 26 ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the CRL and adding Part 1.8 and Part 1.85 to Division 24 of the California Health and Safety Code; and AB 26 states, in part, that "[t]he Legislature hereby finds that a transfer of assets by a redevelopment agency [after January 1, 2011] is deemed not to be in the furtherance of the [CRL] and is thereby unauthorized;" and AB 26 further states, in part, that "[c]ommencing [February 1, 2012], ... arrangements between the city ... that created the redevelopment agency and the redevelopment agency are invalid...;" and AB 26 further states, in part, that "[a]ll ... properties [and] buildings ... of the former redevelopment agency are transferred on [February 1, 2012], to the control of the successor agency;" and On or about April 20, 2012, the California State Controller issued correspondence stating, in part, that "[i]f your city ... received any assets from a redevelopment agency after January 1, 2011, your city ... hereby is ordered to ... reverse the transfer and return the applicable assets to the successor agency of the relevant redevelopment agency;" and Under AB 26, each successor agency shall have an oversight board with fiduciary responsibilities to holders of enforceable obligations and the taxing entities that benefit from distributions of property taxes and other revenues pursuant to California Health and Safety Code Section 34188; and The oversight board has been established for Successor Agency to the Redevelopment Agency of the City of Huntington Beach ("Successor Agency") (which oversight board shall hereinafter be referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to California Health and Safety Code Section 34179; and California Health and Safety Code Section 34181(a) provides, in pertinent part, that the Oversight Board shall direct the Successor Agency to transfer ownership to the appropriate public jurisdiction of all assets and property constructed and used for governmental purposes; and The Agency Properties were constructed and are used for governmental purposes; The City is the appropriate public jurisdiction for ownership of the Agency Properties as authorized pursuant to California Health and Safety Code Section 34181(a); and, 2 12-3499/85222.doc Successor Agency Resolution No. 2012-06 AB 1484 ("AB 1484") was signed by the Governor of California on June 27, 2012, making changes to AB 26 and certain additional changes to the CRL; and AB 1484, at Section 34179.5(c)(2) of Part 1.85 of the California Health and Safety Code, categorizes certain assets as those "transferred after January 1, 2011 ... by the redevelopment agency ... to the city ... that formed the redevelopment agency..." ("Section 34179.5(c)(2) Assets"); and AB 1484, at Section 34179.5(c)(1) of Part 1.85 of the California Health and Safety Code, categorizes certain other assets as those "transferred from the former redevelopment agency to the successor agency on or about February 1, 2012." ("Section 34179.5(c)(1)Assets"); and Because (i) AB 26 states that a transfer of assets by a redevelopment agency after January 1, 2011 was "unauthorized", (ii) AB 26 states that commencing February 1, 2012, arrangements between a redevelopment agency and the city that created it are "invalid" and (iii) the State Controller has purported to order that ownership of certain assets be vested in successor agencies,the Agency Properties is therefore not categorized as Section 34179.5(c)(2)Assets; and Because AB 26 states that all properties and buildings of the former redevelopment agency are transferred on February 1, 2012 to the control of the successor agency, the Agency Properties is therefore categorized as Section 34179.5(c)(1)Assets; and The Successor Agency does not acknowledge that the purported transfer of the Agency Properties by the Agency to the City was not in furtherance of the CRL; and The Successor Agency does not acknowledge the effectiveness of the Legislature's purported deeming not to be in furtherance of the CRL of the purported transfer of assets that was conducted in accordance with the CRL at the time when made and was not challenged within the applicable statute of limitations; and The Successor Agency does not acknowledge that commencing February 1, 2012, arrangements between the redevelopment agency and the city that created it are invalid; and The Successor Agency does not acknowledge the effectiveness of the California State Controller's order to reverse the transfer of the Agency Properties and return the applicable assets to the Successor Agency; and The Successor Agency has limited financial resources and desires not to initiate litigation at this time with regard to AB 26, AB 1484 and/or the purported order by the California State Controller that ownership of the Agency Properties be vested in the Successor Agency; and In order to avoid the costs of litigation and other costs, the Successor Agency desires to take action in a manner consistent with AB 26, AB 1484 and the California State Controller's purported order, and in furtherance of the Successor Agency's duties under Section 34179.6(h)(1) and Section 34179.6(f), by processing documentation reflecting ownership of the 3 12-3499/85222 Successor Agency Resolution No. 2012-06 Agency Properties by the Successor Agency, without acknowledging the effectiveness of AB 26, AB 1484 and/or such order and duties, expressly disclaiming the same; and The Successor Agency's processing of documentation reflecting ownership of the Agency Properties by the Successor Agency is.not intended to waive, and shall not constitute a waiver, by the Successor Agency or the City of any constitutional, legal or equitable rights that the Successor Agency or the City may have to challenge, through administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of AB 26 or AB 1484, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of AB 26 and AB 1484, and any and all related legal and factual issues, and the Successor Agency and the City expressly reserves any and all rights, privileges, and defenses available under law and equity; and Per Section 15301 of the State CEQA Guidelines, the transfer of the Agency Properties is exempt from environmental review under CEQA because the transfer will result in a continuation of an existing facility involving no expansion of use and is therefore exempt from environmental review, and any future development for the Agency Properties will require separate environmental review; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the Governing Board of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1. The above recitals are true and correct and are a substantive part of this Resolution. 2. The Successor Agency hereby authorizes the processing of documentation via quitclaim Deeds(s) or other appropriate instrument in order to reflect and confirm ownership of the Agency Properties by the Successor Agency, including the execution of Certificates of Acceptance therefor by the Successor Agency, and the processing of documentation to transfer to the Successor Agency the Governmental Use Leases. 3. The Successor Agency hereby approves and consents to the transfer of ownership of any or all of the Agency Properties, together with the transfer of the applicable Governmental Use Leases, from the Successor Agency to the City as the appropriate public agency, as may be directed by the Oversight Board. 4. The Executive Director, or designee, is hereby authorized to take such actions and execute such documents as are necessary to effectuate the intent of this Resolution on behalf of the Successor Agency. 5. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Successor Agency or the City under law and/or in equity by virtue of the adoption of this Resolution and actions approved and taken 4 12-3499/85222 Successor Agency Resolution No. 2012-06 pursuant to this Resolution and, therefore, reserves all such rights of the Successor Agency and the City under law and/or in equity. 6. This Resolution shall take effect upon the date of its adoption. PASSED AND ADOPTED by the Governing Board of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a regular meeting thereof held on the 15th day of October , 2012. Chairman RE AND APPROVED: INIT AND APPROVED: VI Ex `v Director Deputy Executive Director VED AS TO FORM: gency Co sel 5 12-3499/85222 Successor Agency Res. No. 2012-06 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L. FLYNN the Clerk of the Successor Agency to the former City of Huntington Beach Redevelopment Agency, Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by The Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting held on October 15, 2012 and that is was so adopted by the following vote: AYES: Shaw, Harper, Dwyer, Hansen, Carchio, Bohr, Boardman NOES: None ABSENT: None ABSTAIN: None Cie-. of The Successor PVency to the Redevelopment Agency of the City of Huntington Beach, California ATTACHMENT #7 SUCCESSOR AGENCY RESOLUTION NO. 2012-07 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE PROCESSING OF DOCUMENTATION REFLECTING AND CONFIRMING OWNERSHIP OF REAL PROPERTY BY IT AND APPROVING VARIOUS ACTIONS RELATING TO THE TRANSFER OF THE PURCHASE PRICE AND SALE OF REAL PROPERTY PURSUANT TO A PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND CAMPBELL LODGING, INC. AND CAMPBELL LODGING INTERNATIONAL, LLC WHEREAS, the former Redevelopment Agency of the City of Huntington Beach ("Agency") was a redevelopment agency in the City of Huntington Beach ("City"), duly created pursuant to the California Community Redevelopment Law (Part 1 (commencing with Section 33000) of Division 24 of the California Health and Safety Code) ("CRL"); and WHEREAS, the Agency was responsible for the administration of redevelopment activities within the City; and WHEREAS, Section 33220 of the CRL provides that certain public bodies may aid and cooperate in the planning,undertaking, construction or operation of redevelopment projects; and WHEREAS, the City and the Agency entered into a number of Cooperation Agreements to continue the effort to redevelop, revitalize and/or eliminate blight in the City to achieve the purposes and goals of the CRL, to repay debt to the City and to provide for affordable housing, as appropriate and as authorized by redevelopment law in effect at the time of approval of said agreements; and WHEREAS, pursuant to such authority set forth in the CRL and other applicable law, on March 7, 2011, by Resolution No. 2011-17, the City approved and accepted the transfer of certain real property located in the City of Huntington Beach, California, APN Nos. 142-081-06, 142-081-09, 142-081-10, 142-081-115 142-081-12, and 142-081-28 (collectively, the "Agency Property"); and WHEREAS, pursuant to Resolution No. 2011-17, the City executed a certificate of acceptance ("Certificate of Acceptance") for the Agency deed designed to transfer ownership of the Agency Property from the Agency to the City ("Agency Deed"); and WHEREAS, on or about March 10, 2011; the Agency Deed, along with the Certificate of Acceptance, was recorded in the official records of the County of Orange; and WHEREAS, neither the Cooperation Agreements nor the purported transfer of the Agency Property (or any of the related documents and actions) were challenged within the applicable statute of limitations; and 1 12-3499/85280.doc Successor Agency Resolution No. 2012-07 WHEREAS, AB xl 26 ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the CRL and adding Part 1.8 and Part 1.85 to Division 24 of the California Health and Safety Code; and WHEREAS, AB 26 states, in part, that "[t]he Legislature hereby finds that a transfer of assets by a redevelopment agency [after January 1, 20111 is deemed not to be in the furtherance of the [CRL] and is thereby unauthorized"; and WHEREAS, AB 26 further states, in part, that "[c]ominencing [February 1, 2012], ... arrangements between the city ... that created the redevelopment agency and the redevelopment agency are invalid..."; and WHEREAS, AB 26 further states, in part, that "[a]ll ... properties [and] buildings ... of the former redevelopment agency are transferred on [February 1, 2012], to the control of the successor agency"; and WHEREAS, subsequent to the date of transfer of the Agency Property to the City, the City and Campbell Lodging, Inc. entered into that certain Purchase Agreement and Joint Escrow Instructions dated January 27, 2012, as amended by that Amendment to Purchase Agreement and Joint Escrow Instructions dated January 31, 2012 and that Second Amendment to Purchase Agreement and Joint Escrow Instructions dated June 25, 2012 (collectively, the "Purchase Agreement") relating to the sale of the Agency Property and the development thereon of a high- quality, first-class, four story, 120-140 room Hyatt Place Hotel or other brand hotel ("Project") pursuant to the terms and conditions contained in the Purchase Agreement. Campbell Lodging, Inc. assigned its rights as `Buyer" under the Purchase Agreement to Campbell Lodging International, LLC but retained the obligation to be the developer of the hotel; and WHEREAS, on or about April 20, 2012, the California State Controller issued correspondence stating, in part, that "[i]f your city ... received any assets from a redevelopment agency after January 1, 2011, your city ... hereby is ordered to ... reverse the transfer and return the applicable assets to the successor agency of the relevant redevelopment agency"; and WHEREAS, under AB 26, each successor agency shall have an oversight board with fiduciary responsibilities to holders of enforceable obligations and the taxing entities that benefit from distributions of property taxes and other revenues pursuant to California Health and Safety Code Section 34188; and WHEREAS, the oversight board has been established for Successor Agency to the Redevelopment Agency of the City of Huntington Beach ("Successor Agency") (which oversight board shall hereinafter be referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to California Health and Safety Code Section 34179; and 2 12-3499/85280.doc Successor Agency Resolution No. 2012-07 WHEREAS, AB 1484 ("AB 1484") was signed by the Governor of California on June 27, 2012, making changes to AB 26 and certain additional changes to the CRL; and WHEREAS, AB 1484, at Section 34179.5(c)(2) of Part 1.85 of the California Health and Safety Code, categorizes certain assets as those "transferred after January 1, 2011 ... by the redevelopment agency ... to the city ... that formed the redevelopment agency..." ("Section 34179.5(c)(2)Assets"); and WHEREAS, AB 1484, at Section 34179.5(c)(1) of Part 1.85 of the California Health and Safety Code, categorizes certain other assets as those "transferred from the former redevelopment agency to the successor agency on or about February 1, 2012." ("Section 34179.5(c)(1) Assets"); and WHEREAS, because (i) AB 26 states that a transfer of assets by a redevelopment agency after January 1, 2011 was "unauthorized", (ii) AB 26 states that commencing February 1, 2012, arrangements between a redevelopment agency and the city that created it are "invalid" and (iii) the State Controller has purported to order that ownership.of certain assets be vested in successor agencies,the Agency Property is therefore not categorized as Section 34179.5(c)(2) Assets; and WHEREAS, because AB 26 states that all properties and buildings of the former redevelopment agency are transferred on February 1, 2012 to the control of the successor agency, the Agency Property is therefore categorized as Section 34179.5(c)(1) Assets; and WHEREAS, the Successor Agency does not acknowledge that the purported transfer of the Agency Property by the Agency to the City was not in furtherance of the CRL; and WHEREAS, the Successor Agency does not acknowledge the effectiveness of the Legislature's purported deeming not to be in furtherance of the CRL of the purported transfer of assets that was conducted in accordance with the CRL at the time when made and was not challenged within the applicable statute of limitations; and WHEREAS, the Successor Agency does not acknowledge that commencing February 1, 2012, arrangements between the redevelopment agency and the city that created it are invalid; and WHEREAS, the Successor Agency does not acknowledge the effectiveness of the California State Controller's order to reverse the transfer of the Agency Property and return the applicable assets to the Successor Agency; and WHEREAS, the Successor Agency has limited financial resources and desires not to initiate litigation at this time with regard to AB 26, AB 1484 and/or the purported order by the California State Controller that ownership of the Agency Property be vested in the Successor Agency; and 3 12-3499/85280.doc Successor Agency Resolution No. 2012-07 WHEREAS, in order to avoid the costs of litigation and other costs, the Successor Agency desires to take action in a manner consistent with AB 26, AB 1484 and the California State Controller's purported order, and in furtherance of the Successor Agency's duties under Section 34179.6(h)(1) and Section 34179.6(f), by processing documentation reflecting ownership of the Agency Property by the Successor Agency, without acknowledging the effectiveness of AB 26,AB 1484 and/or such order and duties, expressly disclaiming the same; and WHEREAS, the Successor Agency's processing of documentation reflecting ownership of the Agency Property by the Successor Agency is not intended to waive, and shall not constitute a waiver, by the Successor Agency or the City of any constitutional, legal or equitable rights that the Successor Agency or the City may have to challenge, through administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of AB 26 or AB 1484, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of AB 26 and AB 1484, and any and all related legal and factual issues, and the Successor Agency and the City expressly reserves any and all rights, privileges, and defenses available under law and equity; and WHEREAS, per Section 15301 of the State CEQA Guidelines, the transfer of the Agency Property is exempt from environmental review under CEQA because the transfer will result in a continuation of an existing facility involving no expansion of use and is therefore exempt from environmental review, and any future development for the Agency Property will require separate environmental review; and WHEREAS, Health and Safety Code Section 34181(a) provides, in pertinent part, that the Oversight Board shall direct the Successor Agency to transfer ownership to the appropriate public jurisdiction of all assets and property constructed and used for governmental purposes; and WHEREAS, the City is the appropriate public jurisdiction for ownership of the Agency Property pursuant to the Purchase Agreement, as authorized pursuant to Health and Safety Code Section 34181(a); and WHEREAS, all of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, BE IT HEREBY RESOLVED, by the Governing Board of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach, as follows: 1. The above recitals are true and correct and are a substantive part of this Resolution. 4 12-3499/85280.doc Successor Agency Resolution No. 2012-07 2. The Successor Agency hereby authorizes the processing of documentation via quitclaim deed(s) or other appropriate instrument in order to reflect and confirm ownership of the Agency Property by the Successor Agency, including the execution of Certificate of Acceptance therefore by the Successor Agency, and the processing of documentation to transfer to/retention by the Successor Agency or the City of the Purchase Agreement and/or any and all other lease or rental documents pertaining to the Agency Property. 3. The Successor Agency hereby approves of the terms of the Purchase Agreement. 4. The Successor Agency hereby approves of the sale and conveyance of the Agency Property from the City or Successor Agency to Campbell Lodging International, LLC in accordance with the terms and conditions set forth in the Purchase Agreement, for the purpose of the Campbell Lodging, Inc. developing the Project. 5. The Successor Agency hereby approves of the transfer to the Successor Agency of the purchase price received from the sale of the Agency Property for distribution to the taxing agencies in accordance with AB 26/AB 1484. 6. The Successor Agency hereby acknowledges and agrees that the Purchase Agreement constitutes the existence of an enforceable obligation pursuant to Part 1.8 and Part 1.85 of Division 24 of the Health and Safety Code for the purposes of, without limitation, the disposition of assets previously owned by the Agency. 7. The Successor Agency hereby approves and consents to the transfer of ownership of any or all of the Agency Property,together with the transfer of the Purchase Agreement and/or any and all other lease or rental documents pertaining to the Agency Property, from the Successor Agency to the City as the appropriate public agency, as may be directed by the Oversight Board. 8. The Executive Director, or designee, is hereby authorized to take such actions and execute such documents as are necessary to effectuate the intent of this Resolution on behalf of the Successor Agency, including, without limitation, transferring or retaining the Purchase Agreement and/or any and all other lease or rental documents pertaining to the Agency Property and taking all actions and signing any and all documents necessary to implement and effectuate the Purchase Agreement and/or any and all other lease or rental documents pertaining to the Agency Property. 9. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Successor Agency or the City under law and/or in equity by virtue of the adoption of this Resolution and actions approved and taken 5 12-3499/85280.doc Successor Agency Resolution No. 2012-07 pursuant to this Resolution and, therefore, reserves all such rights of the Successor Agency and the City under law and/or in equity. 10. This Resolution shall take effect upon the date of its adoption. PASSED AND ADOPTED by the Governing Board of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a regular meeting thereof held on the 15th day of October , 2012. Chairman REVI ND APPROVED: INIT D D APPROVED: Ex Director Deputy Executive Director APPROVED AS TO FORM: Agency C unsel ©, -Z , ! -2— 6 12-3499/85280.doc Successor Agency Res. No. 2012-07 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L. FLYNN the Clerk of the Successor Agency to the former City of Huntington Beach Redevelopment Agency, Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by The Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting held on October 15., 2012 and that is was so adopted by the following vote: AYES: Shaw, Harper, Dwyer, Hansen, Carchio, Bohr, Boardman NOES: None ABSENT: None ABSTAIN: None Cler f The Successor A§bncy to the Redevelopment Agency of the City of Huntington Beach, California ATTACHMENT #8 SUCCESSOR AGENCY RESOLUTION NO. 2012-08 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE PROCESSING OF DOCUMENTATION REFLECTING AND CONFIRMING ITS OWNERSHIP OF REAL" PROPERTY WHEREAS, the former Redevelopment Agency of the City of Huntington Beach ("Agency") was a redevelopment agency in the City of Huntington Beach ("City"), duly created pursuant to the California Community Redevelopment Law (Part 1 (commencing with Section 33000) of Division 24 of the California Health and Safety Code) ("CRL");:and WHEREAS, the Agency was responsible for the administration of redevelopment activities within the City; and WHEREAS, the Agency and Mayer Financial, L.P. entered into that certain Amended and Restated Disposition and Development Agreement dated as of September 14, 1998 (the f "Original Agreement"), as amended by that certain First Implementation Agreement to Amended and Restated Disposition and Development Agreement/dated as of May 15, 2000 (the "First Implementation Agreement"), that certain Second Implementation Agreement to Amended and Restated Disposition and Development Agreement,dated as of February 5, 2001 (the "Second Implementation Agreement"), that certain Third,,Implementation Agreement to Amended and Restated Disposition and Development Agreement dated as of October 20, 2008 (the "Third Implementation Agreement"), that certain Fourth Implementation Agreement to Amended and Restated Disposition and Development Agreement dated as of October 18, 2010 (the "Fourth Implementation Agreement") and that certain Fifth Implementation Agreement to Amended and Restated Disposition and Development'Agreement dated as of May 16, 2010 (the Original Agreement, the First Implementation'Agreement, the Second Implementation Agreement, the Third Implementation Agreement;/ the Fourth Implementation Agreement and the Fifth Implementation Agreement may/hereinafter be referred to together as the "DDA"). The DDA provides for the phased disposition of the "Site" described therein and the development and operation by Developer on the/Site of certain hotel, residential, and related improvements; and r 1 WHEREAS, Section 33220 of the CRL provides that certain public bodies may aid and cooperate in the planning, undertaking, construction or operation of redevelopment projects; and WHEREAS/the City and the Agency entered into a number of Cooperation Agreements to continue the effort to redevelop, revitalize and/or eliminate blight in the City to achieve the purposes and goals of the CRL, to repay debt to the City and to provide for affordable housing, as appropriat and as authorized by redevelopment law in effect at the time of approval of said agreements, and 12-3499/85277.doe Successor Agency Resolution No. 2012-08 WHEREAS, pursuant to such authority set forth in the CRL and other applicable law, on March 7, 2011, by Resolution No. 2011-17, the City approved and accepted the transfer of certain real property located in the City of Huntington Beach, California, APN Nos. 024-251-01, 024-252-01, and 024-252-02 (collectively, the "Agency Property"). The Agency Property is the same as the "Site' under the DDA; and WHEREAS, pursuant to Resolution No. 2011-17, the City executed a certificate of acceptance ("Certificate of Acceptance") for the Agency deed designed to transfer.ownership of the Agency Property from the Agency to the City ("Agency Deed"); and WHEREAS, on or about March 10, 2011, the Agency Deed, along with the Certificate of Acceptance, was recorded in the official records of the County of Orange; and WHEREAS, neither the Cooperation Agreements nor the purported transfer of the Agency Property (or any of the related documents and actions) were challenged within the applicable statute of limitations; and WHEREAS, AB xl 26 ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the CRL and adding Part 1.8 and Part 1.85 to Division 24 of the California Health and Safety Code; and WHEREAS, AB 26 states, in part, that "[t]he,.Legislature hereby finds that a transfer of assets by a redevelopment agency [after January 1,2011] is deemed not to be in the furtherance of the [CRL] and is thereby unauthorized"; and WHEREAS, AB 26 further states, in:part, that "[c]ommencing [February 1, 2012], ... arrangements between the city ... that created the redevelopment agency and the redevelopment agency are invalid..."; and WHEREAS, AB 26 further states, in part, that "[a]ll ... properties [and] buildings ... of the former redevelopment agency at,e transferred on [February 1, 2012], to the control of the successor agency"; and WHEREAS, on or about April 20, 2012, the California State Controller issued correspondence stating, in part, that "[i]f your city ... received any assets from a redevelopment agency after January 1, 2011, your city ... hereby is ordered to ... reverse the transfer and return the applicable assets to theFsuccessor agency of the relevant redevelopment agency"; and WHEREAS, AB 1484 ("AB 1484") was signed by the Governor of California on June 27, 2012, making changes to AB 26 and certain additional changes to the CRL; and WHEREAS, AB 1484, at Section 34179.5(c)(2) of Part 1.85 of the California Health and Safety Code, categorizes certain assets as those "transferred after January 1, 2011 ... by the redevelopment agency ... to the city ... that formed the redevelopment agency..." ("Section 34179.5(c)(2)Assets"); and 2 12-3499/85277.doc Successor Agency Resolution No. 2012-08 WHEREAS, AB 1484, at Section 34179.5(c)(1) of Part 1.85 of the California Health and` Safety Code, categorizes certain other assets as those "transferred from the former redevelopment agency to the successor agency on or about February 1, 2012." ("$_ection 34179.5(c)(1)Assets"); and WHEREAS, because (i) AB 26 states that a transfer of assets by a redevelopment agency after January 1, 2011 was "unauthorized", (ii) AB 26 states that commencing February 1, 2012, arrangements between a redevelopment agency and the city that created it are "invalid" and (iii) the State Controller has purported to order that ownership of certain assets be vested in successor agencies,the Agency Property is therefore not categorized as Section 34179.5(c)(2) Assets; and WHEREAS, because AB 26 states that all properties and: buildings of the former redevelopment agency are transferred on February 1, 2012 to the control of the successor agency, the Agency Property is therefore categorized as Section 34179.5(c)(1) Assets; and WHEREAS, the Successor Agency to the Redevelopment Agency of the City of Huntington Beach ("Successor Agency") does not acknowledge that the purported transfer of the Agency Property by the Agency to the City was not in furtherance of the CRL; and WHEREAS, the Successor Agency does not acknowledge the effectiveness of the Legislature's purported deeming not to be in furtherance of the CRL of the purported transfer of assets that was conducted in accordance with the CRL at the time when made and was not challenged within the applicable statute of limitations; and WHEREAS, the Successor Agency does not acknowledge that commencing February 1, 2012, arrangements between the redevelopment agency and the city that created it are invalid; and WHEREAS, the Successor Agency does not acknowledge the effectiveness of the California State Controller's order to reverse the transfer of the Agency Property and return the applicable assets to the Successor Agency; and WHEREAS, the Successor Agency has limited financial resources and desires not to initiate litigation at this time with regard to AB 26, AB 1484 and/or the purported order by the California State Controller that ownership of the Agency Property be vested in the Successor Agency; and WHEREAS, in order to avoid the costs of litigation and other costs, the Successor Agency desires to take action in a manner consistent with AB 26, AB 1484 and the California State Controller's purported order, and in furtherance of the Successor Agency's duties under Section 34179.6(h)(1) and Section 34179.6(f), by processing documentation reflecting ownership of the Agency Property by the Successor Agency, without acknowledging the effectiveness of AB 26, AB 1484 and/or such order and duties, expressly disclaiming the same; and 3 12-3499/85277.doc Successor Agency Resolution No. 2012-08 WHEREAS, the Successor Agency's processing of documentation reflecting ownership of the Agency Property by the Successor Agency is not intended to waive, and shall not constitute a waiver, by the Successor Agency or the City of any constitutional, legal or.equitable rights that the Successor Agency or the City may have to challenge, through administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of AB 2.6 or AB 1484, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of AB 26 and AB 1484, and any and all related legal and factual issues, and the Successor Agency and the City expressly reserves`any and all rights, privileges, and defenses available under law and equity; and WHEREAS, per Section 15301 of the State CEQA Guidelines,the transfer of the Agency Property is exempt from environmental review under CEQA because the transfer will result in a continuation of an existing facility involving no expansion of use and is therefore exempt from environmental review, and any future development for the Agency Property will require separate environmental review; and WHEREAS, all of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, BE IT HEREBY.RESOLVED, by the Governing Board of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach, as follows: 1. The above recitals are true and correct and are a substantive part of this Resolution. 2. The Successor Agency hereby authorizes the processing of documentation via quitclaim deed(s) or other appropriate instrument in order to reflect and confirm ownership of the Agency Property by the Successor Agency, including the execution of Certificate of Acceptance therefore by the Successor Agency, and the processing of documentation to transfer to/retention by the Successor Agency or the City of any and all lease, rental or other documents pertaining to the Agency Property. 3. The Executive Director, or designee, is hereby authorized to take such actions and execute such documents as are necessary to effectuate the intent of this Resolution on behalf of the Successor Agency. 4. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Successor Agency or the City under law and/or in equity by virtue of the adoption of this Resolution and actions approved and taken 4 12-3499/85277.doe Successor Agency Resolution No. 2012-08 pursuant to this Resolution and, therefore, reserves all such rights of the Successor Agencyand the City under law and/or in equity. 5. This Resolution shall take effect upon the date of its adoption. PASSED AND ADOPTED by the Governing Board of the Successor:.`Agency to the Redevelopment Agency of the City of Huntington Beach at a regular meeting thereof held on the day of , 2012. Chairman REVI ND APPROVED: INITIATED AND APPROVED: E cu i Director Deputy Executive Director PROVED AS TO FORM: gency C unsel 5 12-3499/85277.doc SUCCESSOR AGENCY RESOLUTION NO. 2012-07 f A RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE PROCESSING OF DOCUMENTATION REFLECTING AND CONFIRMING OWNERSHIP OF REAL PROPERTY BY IT AND APPROVING VARIOUS ACTIONS RELATING TO THE TRANSFER OF THE PURCHASE PRICE AND SALE OF REAL PROPERTY PURSUANT TO A PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND CAMPBELL LODGING, INC. AND KPHL LLC J WHEREAS, the former Redevelopment Agency of/the City of Huntington Beach ("Agency") was a redevelopment agency in the City of Huntington Beach ("City"), duly created pursuant to the California Community Redevelopment Law (Part 1 (commencing with Section 33000) of Division 24 of the California Health and Safety/Code) ("CRL"); and WHEREAS, the Agency was responsible for the administration of redevelopment activities within the City; and r' WHEREAS, Section 33220 of the CRL provides that certain public bodies may aid and cooperate in the planning, undertaking, construction or operation of redevelopment projects; and WHEREAS, the City and the Agency entered into a number of Cooperation Agreements to continue the effort to redevelop, revitalize and/or eliminate blight in the City to achieve the purposes and goals of the CRL, to repaydebt to the City and to provide for affordable housing, as appropriate and as authorized by redevelopment law in effect at the time of approval of said agreements; and r 0 WHEREAS, pursuant to such authority set forth in the CRL and other applicable law, on March 7, 2011, by Resolution No. 2011-17, the City approved and accepted the transfer of certain real property located in the City of Huntington Beach, California, APN Nos. 142-081-06, 142-081-09, 142-081-10, 142=081-11, 142-081-12, and 142-081-28 (collectively, the "Agency Property"); and WHEREAS, pursuant to Resolution No. 2011-17, the City executed a certificate of acceptance ("Certificate of Acceptance") for the Agency deed designed to transfer ownership of the Agency Property from the Agency to the City ("Agency Deed"); and i 0 WHEREAS, on or about March 10, 2011, the Agency Deed, along with the Certificate of 11 Acceptance, was recorded in the official records of the County of Orange; and WHEREAS, neither the Cooperation Agreements nor the purported transfer of the Agency Property (or any of the related documents and actions) were challenged within the applicable statute of limitations; and 1 12-3499/85280.doc Successor Agency Resolution No. 2012-07 WHEREAS, AB x1 26 ("AB 26") was signed by the Governor of California/on June 28, 2011, making certain changes to the CRL and adding Part 1.8 and Part 1.85 to Division 24 of the California Health and Safety Code; and WHEREAS, AB 26 states, in part, that "[t]he Legislature hereby finds that a transfer of assets by a redevelopment agency [after January 1, 2011] is deemed not be in the furtherance of the [CRL] and is thereby unauthorized"; and WHEREAS, AB 26 further states, in part, that "[c]ommencing [February 1, 2012], ... arrangements between the city ... that created the redevelopment agency and the redevelopment agency are invalid..."; and WHEREAS, AB 26 further states, in part, that "[a]l properties [and] buildings ... of the former redevelopment agency are transferred on [February 1, 2012], to the control of the successor agency"; and �r WHEREAS, subsequent to the date of transfer of the Agency Property to the City, the City and Campbell Lodging, Inc. entered into that certain Purchase Agreement and Joint Escrow Instructions dated January 27, 2012, as amended by that Amendment to Purchase Agreement and Joint Escrow Instructions dated January 31, 2012 and that Second Amendment to Purchase Agreement and Joint Escrow Instructions dated June 25, 2012 (collectively, the "Purchase Agreement") relating to the sale of the Agency Property and the development thereon of a high- quality, first-class, four story, 120-140 room Hyatt Place Hotel or other brand hotel ("Project") pursuant to the terms and conditions contained in the Purchase Agreement. Campbell Lodging, Inc. assigned its rights as `Buyer" under'the Purchase Agreement to KPHL LLC but retained the obligation to be the developer of the hotel; an pd WHEREAS on or about April 20, 2012, the California State Controller issued correspondence stating, in part, that "[i]f your city ... received any assets from a redevelopment agency after January 1, 2011, your city ... hereby is ordered to ... reverse the transfer and return the applicable assets to the su cessor agency of the relevant redevelopment agency"; and WHEREAS, under AB 26, each successor agency shall have an oversight board with fiduciary responsibilities�b holders of enforceable obligations and the taxing entities that benefit from distributions of prdperty taxes and other revenues pursuant to California Health and Safety Code Section 34188; and WHEREAS/he oversight board has been established for Successor Agency to the Redevelopment 4ency of the City of Huntington Beach("Successor Agency") (which oversight board shall he inafter be referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to California Health and Safety Code Section 34179; and 2 12-3499/85280.doc Successor Agency Resolution No. 2012-07 l WHEREAS, AB 1484 ("AB 1484") was signed by the Governor of California on June 27, 2012, making changes to AB 26 and certain additional changes to the CRL; and WHEREAS, AB 1484, at Section 34179.5(c)(2) of Part 1.85 of the California Health and Safety Code, categorizes certain assets as those "transferred after January 1, 2011 ... by the redevelopment agency ... to the city ... that formed the redevelopment ago cy..." ("Section 34179.5(c)(2) Assets"); and WHEREAS, AB 1484, at Section 34179.5(c)(1) of Part 1.85 ophe California Health and Safety Code, categorizes certain other assets as those "transferred from the former redevelopment agency to the successor agency on or about Fsbruary 1, 2012." ("Section 34179.5(c)(1) Assets"); and WHEREAS, because (i) AB 26 states that a transfer of assets by a redevelopment agency after January 1, 2011 was "unauthorized", (ii) AB 26 states that commencing February 1, 2012, arrangements between a redevelopment agency and the city that created it are "invalid" and (iii) the State Controller has purported to order that ownership of certain assets be vested in successor agencies,the Agency Property is therefore not categorized as Section 34179.5(c)(2)Assets; and WHEREAS, because AB 26 states that/all properties and buildings of the former redevelopment agency are transferred on February 1, 2012 to the control of the successor agency, the Agency Property is therefore categorized as/Section 34179.5(c)(1) Assets; and WHEREAS, the Successor Agency/does not acknowledge that the purported transfer of the Agency Property by the Agency to the,,City was not in furtherance of the CRL; and WHEREAS, the Successor Agency does not acknowledge the effectiveness of the Legislature's purported deeming not to be in furtherance of the CRL of the purported transfer of assets that was conducted in accordance with the CRL at the time when made and was not challenged within the applicable statute of limitations; and WHEREAS, the Successor Agency does not acknowledge that commencing February 1, 11 2012, arrangements between the redevelopment agency and the city that created it are invalid; and f r WHEREAS, the/Successor Agency does not acknowledge the effectiveness of the California State Controller's order to reverse the transfer of the Agency Property and return the applicable assets to the'Successor Agency; and WHEREAS, the Successor Agency has limited financial resources and desires not to initiate litigation at this time with regard to AB 26, AB 1484 and/or the purported order by the California State Controller that ownership of the Agency Property be vested in the Successor Agency; and/ 3 12-3499/85280.doc Successor Agency Resolution No. 2012-07 WHEREAS, in order to avoid the costs of litigation and other costs, the Successor Agency desires to take action in a manner consistent with AB 26, AB 1484 and the California State Controller's purported order, and in furtherance of the Successor Agency's duties under Section 34179.6(h)(1) and Section 34179.6(f), by processing documentation reflecting,ownership of the Agency Property by the Successor Agency, without acknowledging the effectiveness of AB 26, AB 1484 and/or such order and duties, expressly disclaiming the same;rand WHEREAS, the Successor Agency's processing of documentation reflecting ownership of the Agency Property by the Successor Agency is not intended` to waive, and shall not constitute a waiver, by the Successor Agency or the City of any constitutional, legal or equitable A rights that the Successor Agency or the City may have to challenge, through administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of AB 26 or AB 1484, any determinations rendered or actions or omissions to acf by any public agency or government entity or division in the implementation of AB 26 and AB 1484, and any and all related legal and factual issues, and the Successor Agency and the City expressly reserves any and all rights, privileges, and defenses available under law and equity; and r WHEREAS, per Section 15301 of the State CEQA Guidelines, the transfer of the Agency Property is exempt from environmental review'` under CEQA because the transfer will result in a continuation of an existing facility involving no expansion of use and is therefore exempt from environmental review, and any future development for the Agency Property will require separate environmental review; and l F Fx WHEREAS, Health and Safety Code Section 34181(a) provides, in pertinent part, that the Oversight Board shall direct the Successor Agency to transfer ownership to the appropriate public jurisdiction of all assets;and property constructed and used for governmental purposes; and /` s 1' WHEREAS, the City is the appropriate public jurisdiction for ownership of the Agency Property pursuant to the Purchase Agreement, as authorized pursuant to Health and Safety Code Section 34181(a); and // WHEREAS,/all of the prerequisites with respect to the approval of this Resolution have been met. NOW,!THEREFORE, BE IT HEREBY RESOLVED, by the Governing Board of the Successor Agency to the Redevelopment Agency of the City of Huntington Beach, as follows: t. The above recitals are true and correct and are a substantive part of this Resolution. / 4 12-3499/85280.doc Successor Agency Resolution No. 2012-07 2. The Successor Agency hereby authorizes the processing of documentation via quitclaim deed(s) or other appropriate instrument in order to reflect and confirm ownership of the Agency Property by the Successor Agency, including the execution of Certificate"of Acceptance therefore by the Successor Agency, and the processing of documentation to t/ansfer to/retention by the Successor Agency or the City of the Purchase Agreement and/or anyfand all other lease or rental documents pertaining to the Agency Property. 3. The Successor Agency hereby approves of the termse f the Purchase Agreement. 4. The Successor Agency hereby approves of the sale and conveyance of the Agency Property from the City or Successor Agency to KPHL LLC in accordance with the terms and conditions set forth in the Purchase Agreement, for the purpose of the Campbell Lodging, Inc. developing the Project. 5. The Successor Agency hereby approves of the transfer to the Successor Agency of the purchase price received from the sale of the/Agency Property for distribution to the taxing agencies in accordance with AB 26 /AB 1484. 6. The Successor Agency hereb acknowledges and agrees that the Purchase Agreement constitutes the existence of an'`enforceable obligation pursuant to Part 1.8 and Part 1.85 of Division 24 of the Health and Safety Code for the purposes of, without limitation, the disposition of assets previously owned,by the Agency. 7. The Successor A enc" hereby approves and consents to the transfer of ownership g Y Y pp of any or all of the Agency Property,together with the transfer of the Purchase Agreement and/or any and all other lease or rental documents pertaining to the Agency Property, from the Successor Agency to the Cit/ as the appropriate public agency, as may be directed by the Oversight Board. / 8. The Executive Director, or designee, is hereby authorized to take such actions and execute such documents/as are necessary to effectuate the intent of this Resolution on behalf of the Successor Agency; including, without limitation, transferring or retaining the Purchase Agreement and/or any 7and all other lease or rental documents pertaining to the Agency Property and taking all actions and signing any and all documents necessary to implement and effectuate the Purchase Agreement and/or any and all other lease or rental documents pertaining to the Agency Property! 9. !The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Successor Agency or the City under law and/or in equity by virtue of the adoption of this Resolution and actions approved and taken 5 12-3499/85280.doc Successor Agency Resolution No. 2012-07 pursuant to this Resolution and, therefore, reserves all such rights of the Successor Agency and the City under law and/or in equity. 10. This Resolution shall take effect upon the date of its adoption. PASSED AND ADOPTED by the Governing Board of the Successor Agen y to the Redevelopment Agency of the City of Huntington Beach at a regular meeting thereof held on the day of ) 2012. Chairman'" REVIEWED AND APPROVED: INITIATED AND APPROVED: Executive Director Deputy Ex c-hive Director 01 APPROVED AS TO FORM: A gency Counsel 6 12-3499/85280.doc RESOLUTION NO. 2012-71 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGT�ON BEACH, CALIFORNIA AUTHORIZING THE PROCESSING OF DOCUMENTATION`" REFLECTING AND CONFIRMING OWNERSHIP OF REAL PROPERTY BY THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINUTON BEACH AND APPROVING VARIOUS ACTIONS, SUBJECT TO CONDITIO S PRECEDENT, RELATING TO THE TRANSFER OF THE PURCHASE PRICE AND SALE OF REAL PROPERTY PURSUANT TO A PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BY AND BETWEEN THE CITY OF HUI XINGTON BEACH AND CAMPBELL LODGING, INC. AND KDHL LLC WHEREAS, the former Redevelopment Agency /fthe City of Huntington Beach p g y ("Agency") was a redevelopment agency in the City of Huntington Beach ("City"), duly created pursuant to the California Community Redevelopment Law (Part 1 (commencing with Section 33000) of Division 24 of the California Health and Safety Code) ("CRL"); and WHEREAS, the Agency was responsible for the administration of redevelopment activities within the City; and WHEREAS, Section 33220 of the CRE provides that certain public bodies may aid and cooperate in the planning, undertaking, construction or operation of redevelopment projects; and WHEREAS, the City and the Agency entered into a number of Cooperation Agreements to continue the effort to redevelop, revitalize and/or eliminate blight in the City to achieve the purposes and goals of the CRL, to repay debt to the City and to provide for affordable housing, as appropriate and as authorized by 'edevelopment law in effect at the time of approval of said agreements; and WHEREAS, pursuant to(such authority set forth in the CRL and other applicable law, on March 7, 2011, by Resolutio No. 2011-17, the City approved and accepted the transfer of certain real property located/in the City of Huntington Beach, California, APN Nos. 142-081-06, 142-081-09, 142-081-10,/142-081-11, 142-081-12, and 142-081-28 (collectively, the "Agency Property"); and WHEREAS,fpursuant to Resolution No. 2011-17, the City executed a certificate of acceptance ("Certificate of Acceptance") for the Agency deed designed to transfer ownership of the Agency Property from the Agency to the City ("Agency Deed"); and WHERE/AS, on or about March 10, 2011, the Agency Deed, along with the Certificate of Acceptance, was recorded in the official records of the County of Orange; and WHEREAS, neither the Cooperation Agreements nor the purported transfer of the Agency Property (or any of the related documents and actions) were challenged within the applicable statute of limitations; and 1 12-3499/85282.doe Resolution No. 2012-71 WHEREAS, AB xl 26 ("AB 26") was signed by the Governor of California on,,June 28, 2011, making certain changes to the CRL and adding Part 1.8 and Part 1.85 to Divisiofi 24 of the California Health and Safety Code; and r`,j" WHEREAS, AB 26 states, in part, that "[t]he Legislature hereby finds'"that a transfer of assets by a redevelopment agency [after January 1, 2011] is deemed not to e in the furtherance of the [CRL] and is thereby unauthorized"; and WHEREAS, AB 26 further states, in part, that "[c]ommencin`g [February 1, 2012], ... arrangements between the city ... that created the redevelopment agency and the redevelopment agency are invalid..."; and ° WHEREAS, AB 26 further states, in part, that "[a]ll . . properties [and] buildings ... of the former redevelopment agency are transferred on [February 1, 2012], to the control of the successor agency"; and WHEREAS, subsequent to the date of transfer/of the Agency Property to the City, the City and Campbell Lodging, Inc. entered into that certain Purchase Agreement and Joint Escrow Instructions dated January 27, 2012, as amended by/that Amendment to Purchase Agreement and Joint Escrow Instructions dated January 31, 29,12 and that Second Amendment to Purchase Agreement and Joint Escrow Instructions dated June 25, 2012 (collectively, the "Purchase Agreement") relating to the sale of the Agency Property and the development thereon of a high- quality, first-class, four story, 120-140 rooneHyatt Place Hotel or other brand hotel ("Project") pursuant to the terms and conditions contained in the Purchase Agreement. Campbell Lodging, Inc. assigned its rights as "Buyer" under the Purchase Agreement to KPHL LLC but retained the obligation to be the developer of the hotel; and WHEREAS, on or abouYApril 20, 2012, the California State Controller issued correspondence stating, in part, that "[ilf your city ... received any assets from a redevelopment agency after January 1, 2011, y 1 city ... hereby is ordered to ... reverse the transfer and return the applicable assets to the successor agency of the relevant redevelopment agency"; and WHEREAS, under AB 26, each successor agency shall have an oversight board with fiduciary responsibilitie to holders of enforceable obligations and the taxing entities that benefit from distributions of property taxes and other revenues pursuant to California Health and Safety Code Section 34188; and WHEREAS, the oversight board has been established for Successor Agency to the Redevelopment agency of the City of Huntington Beach ("Successor Agency") (which oversight board shall her inafter be referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to California Health and Safety Code Section 34179; and 2 12-3499/85282.doe Resolution No. 2012-71 WHEREAS, AB 1484 ("AB 1484") was signed by the Governor of California on June 27, 2012, making changes to AB 26 and certain additional changes to the CRL; and WHEREAS, AB 1484, at Section 34179.5(c)(2) of Part 1.85 of the California-Health and Safety Code, categorizes certain assets as those "transferred after January 1, 2011 ... by the redevelopment agency ... to the city ... that formed the redevelopment agency..." ("Section 34179.5(c)(2) Assets"); and WHEREAS, AB 1484, at Section 34179.5(c)(1) of Part 1.85 of the California Health and Safety Code, categorizes certain other assets as those "trans-C, ed from the former redevelopment agency to the successor agency on or about Feb ary 1, 2012." ("Section 34179.5(c)(1) Assets"); and WHEREAS, because (i) AB 26 states that a tranZ sets by a redevelopment agency after January 1, 2011 was "unauthorized", (ii) AB 26 scommencing February 1, 2012, arrangements between a redevelopment agency and thecreated it are "invalid" and (iii) the State Controller has purported to order that ownershain assets be vested in successor agencies, the Agency Property is therefore not categoriztion 34179.5(c)(2) Assets; and WHEREAS, because AB 26 states that �11 properties and buildings of the former redevelopment agency are transferred on February 1, 2012 to the control of the successor agency, the Agency Property is therefore categorized as Section 34179.5(c)(1)Assets; and WHEREAS, the City does not acknowledge that the purported transfer of the Agency Property by the Agency to the City was not/in furtherance of the CRL; and WHEREAS, the City does 7t acknowledge the effectiveness of the Legislature's purported deeming not to be in furtherance of the CRL of the purported transfer of assets that was conducted in accordance with/the CRL at the time when made and was not challenged within the applicable statute of li tations; and WHEREAS, the City does not acknowledge that commencing February 1, 2012, arrangements between the/ity edevelopment agency and the city that created it are invalid; and WHEREAS, the does not acknowledge the effectiveness of the California State Controller's order to re erse the transfer of the Agency Property and return the applicable assets to the Successor Ag cy to the Redevelopment Agency of the City of Huntington Beach ("Successor Agency" ; and WHEREA , the City has limited financial resources and desires not to initiate litigation at this time wit regard to AB 26, AB 1484 and/or the purported order by the California State Controller that wnership of the Agency Property be vested in the Successor Agency; and WHEREAS, in order to avoid the costs of litigation and other costs, the City desires to take actioOn a manner consistent with AB 26, AB 1484 and the California State Controller's purported order, and in furtherance of the Successor Agency's duties under Section 3 12-3499/85282.doc Resolution No. 2012-71 34179.6(h)(1) and Section 34179.6(f), by processing documentation reflecting ownership of the Agency Property by the Successor Agency, without acknowledging the effectiveness, f AB 26, AB 1484 and/or such order and duties, expressly disclaiming the same; and WHEREAS, the City's processing of documentation reflecting ownershhip of the Agency Property by the Successor Agency is not intended to waive, and shall not constitute a waiver, by the Successor Agency or the City of any constitutional, legal or equitable rights that the Successor Agency or the City may have to challenge, through administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of/AB 26 or AB 1484, any determinations rendered or actions or omissions to act by any pubic agency or government entity or division in the implementation of AB 26 and AB 1484, an any and all related legal and factual issues, and the Successor Agency and the City expressly reserves any and all rights, privileges, and defenses available under law and equity; and WHEREAS, per Section 15301 of the State CEQA,Guidelines, the transfer of the Agency Property is exempt from environmental review under CEQA because the transfer will result in a continuation of an existing facility involving no expansion of use and is therefore exempt from environmental review, and any future development for the Agency Property will require separate environmental review; and / WHEREAS, Health and Safety Code Section 34181(a) provides, in pertinent part, that the Oversight Board shall direct the Successor Agency to transfer ownership to the appropriate public jurisdiction of all assets and property constructed and used for governmental purposes; and , WHEREAS, the City is the appropriate public jurisdiction for ownership of the Agency Property pursuant to the Purchase Agreement, as authorized pursuant to Health and Safety Code Section 34181(a); and �`s' f ' WHEREAS, the Successor Agency and Oversight Board will each consider approving its own resolution (the "Successor Agency Resolution" and the "Oversight Board Resolution", respectively) to, among other things: (1) approve of the terms of the Purchase Agreement; (2) approve of the sale and,conveyance of the Agency Property from the City or Successor Agency to KPHL LLC in accordance with the terms and conditions set forth in the Purchase Agreement, for the purpose of the Campbell Lodging, Inc. developing the Project; (3) approve of the transfer to the Successor Agency of the purchase price received from the sale of the Agency Property for distribution to the/iaxing agencies in accordance with AB 26/AB 1484; and (4) acknowledge and agree that the Purchase Agreement constitutes the existence of an enforceable obligation pursuant to Dft 1.8 and Part 1.85 of Division 24 of the Health and Safety Code for the purposes of, without 1 mttation, the disposition of assets previously owned by the Agency, and EREAS, all of the prerequisites with respect to the approval of this Resolution have been met. 4 12-3499/85282.doc Resolution No. 2012-71 NOW, THEREFORE, BE IT HEREBY RESOLVED, by the City Council of the City of Huntington Beach, as follows: 1. The above recitals are true and correct and are a substantive putt of this Resolution. , d 2. The City hereby authorizes the processing of documentation via quitclaim deed(s) or other appropriate instrument in order to reflect and confirm ownership of the Agency Property by the Successor Agency, including the execution of Certificate of Acceptance therefore by the Successor Agency, and the processing of documentation to transfer to/retention by the Successor Agency or the City of the Purchase Agreement and/or any and all other 1, ase or rental documents pertaining to the Agency Property. 3. Provided that all of the following conditions (collectively, the "Conditions") are satisfied, the City Council (a) approves of the sale and conveyance of the Agency Property from the City or Successor Agency to KPHL LLC in accordance,-with the terms and conditions set forth in the Purchase Agreement, for the purpose of the Cpbell Lodging, Inc. developing the Project; (b) approves of the transfer to the Successor Agency of the purchase price received from the sale of the Agency Property for distribution to the taxing agencies in accordance with AB 26 and AB 1484; (c) approves and consents to the transfer of ownership of any or all of the Agency Property, together with the transfer of the Purchase Agreement and/or any and all other lease or rental documents pertaining to the Agency Property, from the Successor Agency to the City as the appropriate public agency, as may be directed by the Oversight Board; and (d) acknowledges and agrees that the Purchase Agreement constitutes the existence of an enforceable obligation pursuant to Part 1.8 and Part 1.85 of Division"24 of the Health and Safety Code for the purposes of, without limitation, the disposition of assets previously owned by the: r (1) The Successor Agency adopts the Successor Agency Resolution; (2) The Oversight Board adopts the Oversight Board Resolution; and (3) (A) The Department' of Finance either does not review the Oversight Board Resolution within the time period set forth in AB 26/AB 1484 and the Oversight Board Resolution and the actions therein are deemed effective pursuant to AB 26/AB 1484 or (B) the Department of Finance revie�/v's the Oversight Board Resolution within the time period set forth in AB 26/AB 1484 and the/Department of Finance approves of the Oversight Board Resolution and the actions therein. / // 4. The CiJy Manager, or designee, is hereby authorized to take such actions and execute such documents as are necessary to effectuate the intent of this Resolution on behalf of the City, including without limitation, transferring or retaining the Purchase Agreement and/or any and all other lease or rental documents pertaining to the Agency Property and taking all actions and signing any and all documents necessary to implement and effectuate the Purchase Agreement and%or any and all other lease or rental documents pertaining to the Agency Property. 5. The City Council does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Successor Agency or the City under law and/or in equity by virtue of the adoption of this Resolution and actions approved and taken pursuant to 5 12-3499/85282.doc this Resolution and, therefore, reserves all such rights of the Successor Agency and the City under law and/or in equity. 6. This Resolution shall take effect upon the date of its adoption. PASSED, APPROVED, AND ADOPTED at a regular meeting of ZeSuccessor Agency to the Redevelopment Agency of the City of Huntington Beach, California held on the 15th day of October, 2012 by the following vote, to wit: a //Mayor REVIEWED AND APPROVED: INITIATED AND APPROVED: City Manager Director of Economic Development APPROVED AS TO FORM: City Attorney t F. s 1 i 6 12-3499/85282.doc