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HomeMy WebLinkAboutAdopt Successor Agency Resolution Nos. 2017-03, 2017-04, 201 Dept.ID ED 17-02 Page 1 of 5 Meeting Date: 1/17/2017 - CITY OF HUNTINGTON BEACH `4x.r REQUEST FOR, SUCCESSOR AGENCY ACTION MEETING DATE: 1/17/2017 SUBMITTED TO: Honorable Chair and Successor Agency Board Members SUBMITTED BY: Fred A. Wilson, Executive Director PREPARED BY: Lori Ann Farrell, Chief Financial Officer Kellee Fritzal, Deputy Director, Business Development SUBJECT: Adopt Successor Agency Resolution Nos. 2017-03 through 2017-14 Finding that the Loans made by the Former Redevelopment Agency were for Legitimate Purposes and Approving the Loans as Enforceable Obligations for Repayment Statement of Issue: In accordance with the Redevelopment Dissolution, AB X1 26, AB 1484, and SB 107, the Successor Agency to the former Huntington Beach Redevelopment Agency is asked to approve the repayment of loans from the City (General Fund and other Funds) by re-confirming that the loans were made for eligible redevelopment projects and the loans are an enforceable obligation. Financial Impact: If approved by the State of California's Department of Finance, the City could receive repayment of loans between $16 million to $55 million. The funds, if approved, would be repaid over multiple years through the annual Recognized Obligation Payment Schedule (ROPS). It is anticipated the City will be informed of the amount to be repaid, if any, by April 14, 2017. Successor Agency Recommended Action: A) Adopt Resolution No. 2017-03, "A Resolution of the Successor Agency to the Huntington Beach Redevelopment Agency Finding, and Recommending to its Oversight Board that the Oversight Board Finds, that the Loan made by the City of Huntington Beach to the Former Redevelopment Agency of the City of Huntington Beach Regarding Acquisition Associated with the Strand Project was for Legitimate Redevelopment Purposes, and Approving the Loan as an Enforceable Obligation and the Schedule for Repayment of said Loan by the Successor Agency to the City of Huntington Beach, in Accordance with Health and Safety Code Section 34191.4(B)"; and B) Adopt Resolution No. 2017-04, "A Resolution of the Successor Agency to the Huntington Beach Redevelopment Agency Finding, and Recommending to its Oversight Board that the Oversight Board Finds, that the Loan made by the City of Huntington Beach to the Former Redevelopment Agency of the City of Huntington Beach Regarding the Relocation and Demolition of Driftwood and Pacific Mobile Home Parks related to the Waterfront Master Site Plan was for Legitimate Redevelopment Purposes, and Approving the Loan as an Enforceable Obligation and the Schedule for Repayment of said Loan by the Successor Agency to the City of Huntington Beach, in Accordance with Health and Safety Code Section 34191.4(B)"; and, C) Adopt Resolution No. 2017-05, "A Resolution of the Successor Agency to the Huntington Item 6. - 1 H B -36- Dept.ID ED 17-02 Page 2 of 5 Meeting Date: 1/17/2017 Beach Redevelopment Agency Finding, and Recommending to its Oversight Board that the Oversight Board Finds, that the Loan made by the City of Huntington Beach to the Former Redevelopment Agency of the City of Huntington Beach Regarding Relocation Costs paid to Terry's Coffee Shop and First Interstate Bank was for Legitimate Redevelopment Purposes, and Approving the Loan as an Enforceable Obligation and the Schedule for Repayment of Said Loan by the Successor Agency to the City of Huntington Beach, in Accordance with Health and Safety Code Section 34191.4(B)"; and, D) Adopt Resolution No. 2017-06, "A Resolution of the Successor Agency to the Huntington Beach Redevelopment Agency Finding, and Recommending to its Oversight Board that the Oversight Board Finds, that the Loan made by the City of Huntington Beach to the Former Redevelopment Agency of the City of Huntington Beach Regarding Relocation Costs Paid to Wind and Sea Surf Shop was for Legitimate Redevelopment Purposes, and Approving the Loan as an Enforceable Obligation and the Schedule for Repayment of said Loan by the Successor Agency to the City of Huntington Beach, in Accordance with Health and Safety Code Section 34191.4(B)"; and, E) Adopt Resolution No. 2017-07, "A Resolution of the Successor Agency to the Huntington Beach Redevelopment Agency Finding, and Recommending to its Oversight Board that the Oversight Board Finds, that the Loan made by the City of Huntington Beach to the Former Redevelopment Agency of the City of Huntington Beach Regarding Acquisition Costs Associated with the Second Block Alley and Street Improvement Project was for Legitimate Redevelopment Purposes, and Approving the Loan as an Enforceable Obligation and the Schedule for Repayment of said Loan by the Successor Agency to the City of Huntington Beach, in Accordance with Health and Safety Code Section 34191.4(B)"; and, F) Adopt Resolution No. 2017-08, "A Resolution of the Successor Agency to the Huntington Beach Redevelopment Agency Finding, and Recommending to its Oversight Board that the Oversight Board Finds, that the Loan made by the City of Huntington Beach to the Former Redevelopment Agency of the City of Huntington Beach Regarding Relocation, Property Acquisition, and Other Project Costs Associated with the Third Block West Condominium/Retail/Office Project in the Main-Pier Redevelopment Project Area was for Legitimate Redevelopment Purposes, and Approving the Loan as an Enforceable Obligation and the Schedule for Repayment of Said Loan by the Successor Agency to the City of Huntington Beach, in Accordance with Health and Safety Code Section 34191.4(B)"; and, G) Adopt Resolution No. 2017-09, "A Resolution of the Successor Agency to the Huntington Beach Redevelopment Agency Finding, and Recommending to its Oversight Board that the Oversight Board Finds, that the Loan made by the City of Huntington Beach to the Former Redevelopment Agency of the City of Huntington Beach Regarding Acquisition of Land within the Main-Pier Project Area for Phase II Development Projects was for Legitimate Redevelopment Purposes, and Approving the Loan as an Enforceable Obligation and the Schedule for Repayment of said Loan by the Successor Agency to the City of Huntington Beach, in Accordance with Health and Safety Code Section 34191.4(B)"; and, H) Adopt Resolution No. 2017-10, "A Resolution of the Successor Agency to the Huntington Beach Redevelopment Agency Finding, and Recommending to its Oversight Board that the Oversight Board Finds, that the Loan made by the City of Huntington Beach to the Former Redevelopment Agency of the City of Huntington Beach Regarding Acquisition of Land within The Main-Pier Project Area to Implement the Construction of Parking Facilities within the Downtown Main-Pier Area was for Legitimate Redevelopment Purposes, and Approving the Loan as an Enforceable Obligation and the Schedule for Repayment of Said Loan by the Successor Agency to the City of Huntington Beach, in Accordance.with Health and Safety Code Section 34191.4(B)"; and, FIB -37- Item 6. - 2 Dept.ID ED 17-02 Page 3 of 5 Meeting Date: 1/17/2017 1) Adopt Resolution No. 2017-11, "A Resolution of the Successor Agency to the Huntington Beach Redevelopment Agency Finding, and Recommending to its Oversight Board that the Oversight Board Finds, that the Loan Made by the City of Huntington Beach to the Former Redevelopment Agency of the City of Huntington Beach Regarding Land and Right-Of-Way Acquisition Costs connected with the Gothard-Hoover Extension Project and Development of a Public Storage Facility in the Huntington Beach Redevelopment Project was for Legitimate Redevelopment Purposes, and Approving the Loan as an Enforceable Obligation and the Schedule for Repayment of said Loan by the Successor Agency to the City Of Huntington Beach, in Accordance with Health and Safety Code Section 34191 A(B)"; and, J) Adopt Resolution No. 2017-12, "A Resolution of the Successor Agency to the Huntington Beach Redevelopment Agency Finding, and Recommending to its Oversight Board that the Oversight Board Finds, that the Loan made by the City of Huntington Beach to the Former Redevelopment Agency of the City of Huntington Beach Regarding FY 2004-05 Capital Projects was for Legitimate Redevelopment Purposes, and Approving the Loan as an Enforceable Obligation and the Schedule for Repayment of said Loan by the Successor Agency to the City of Huntington Beach, in Accordance with Health and Safety Code Section 34191.4(B)"; and, K) Adopt Resolution No. 2017-13, "A Resolution of the Successor Agency to the Huntington Beach Redevelopment Agency Finding, and Recommending to its Oversight Board that the Oversight Board Finds, that the Loan made by the City of Huntington Beach to the Former Redevelopment Agency of the City of Huntington Beach Regarding the Emerald Cove Property Transfer was For Legitimate Redevelopment Purposes, and Approving the Loan as an Enforceable Obligation and the Schedule for Repayment of said Loan by the Successor Agency to the City of Huntington Beach, in Accordance with Health and Safety Code Section 34191.4(B)"; and L) Adopt Resolution No. 2017-14, "A Resolution of the Successor Agency to the Huntington Beach Redevelopment Agency Finding, and Recommending to its Oversight Board that the Oversight Board Finds, that the Loan Made by the City Of Huntington Beach to the Former Redevelopment Agency of the City of Huntington Beach Regarding the Emerald Cove Bonds was for Legitimate Redevelopment Purposes, and Approving the Loan as an Enforceable Obligation and the Schedule for Repayment of Said Loan by the Successor Agency to the City of Huntington Beach, in Accordance with Health and Safety Code Section 34191.4(B)." Alternative Action(s): Direct staff as necessary and do not approve the Resolutions and do not seek repayment of the former Agency loans. Analysis: The City's Redevelopment Agency was created in 1969. At first, the Redevelopment Agency consisted of several sub-areas. In 1996, the areas were combined into the Merged Project Area including; Main Pier, Huntington Center, Talbert-Beach, Oakview, and Yorktown-Lake. In 2002, the Southeast Coastal Redevelopment Project Area was formed. Redevelopment areas were required to incur debt, prior to being able to collect the increased tax increment. The City's General Fund and other Funds loaned money to the Agency for various redevelopment projects. Due to recent legislation, the City's Funds can now begin to be repaid. Under Assembly Bill No. X1 26 and the California Supreme Court's decision in California Redevelopment Association v. Matosantos, the Redevelopment Agency of the City of Huntington Beach, together with all other redevelopment agencies in the State of California, were dissolved in Item 6. - 3 H -3 - Dept.ID ED 17-02 Page 4 of 5 Meeting Date: 1/17/2017 February 2012. Consistent with AB X1 26, the City became the Successor Agency of the Huntington Beach Redevelopment Agency, and acquired its assets, funds, and enforceable obligations. In addition to AB X1 26, two clean-up redevelopment dissolution bills have been adopted to clarify provisions of the law. Those two bills AB 1484 (2012) and SB 107 (2015) mandated that the Successor Agency and Oversight Board take certain actions to wind-down the activities of the former Redevelopment Agency. These activities have included review of housing assets, Long Range Property Management Plan and the receipt of a Finding of Completion. The Huntington Beach Successor Agency received a Finding of Completion on May 13, 2014. The Successor Agency has completed all aspects of the redevelopment dissolution to be able to request loan repayments to the City. Prior to being authorized to commence repayments of the former loans, the Successor Agency must approve the loans as "eligible loans" under the dissolution law. In addition, SB 107 has mandated that the interest rate on the loans be recalculated from the date of the origination of the loan on a quarterly basis at a simple interest rate of 3%. Eligible loans are defined in three areas: loans where money was transferred from the City to the former redevelopment agency for an eligible purpose; agreements where the City transferred real property to the former redevelopment agency for an eligible purpose and the redevelopment agency is obligated repay; and third party contracts for infrastructure. The City's former redevelopment agency has twelve such eligible loans and is asking the Successor Agency to reconfirm these loans were for an eligible purpose and recommend approval by the Oversight Board and placement on the Recognized Obligation Repayment Schedule for repayment to the City. The loans are as follows: 1. Capital Improvement Projects in FY 2004/5 in the Southeast Coastal Redevelopment Project area for the Magnolia Street and Sidewalk and Lighting project. 2. Loans by the Redevelopment Agency for the purchase of the Emerald Cove Senior Housing Project. 3. Repayment of the Emerald Cove bonds (Certificates of Participation (COPS)) for the construction of Emerald Cove Senior Housing Project. 4. Loan for the purchase of the Gothard/Hoover land (where Vans Skate Park is located). 5. Loans to purchase land for The Strand project. 6. Loans to purchase land for the Main Promenade Parking Structure and property on first block. 7. Loans for land purchase, relocation and other project costs for Plaza Almeria. 8. Loans for alley and sidewalk improvements in the Downtown area. 9. Loans for relocation for the Strand project. 10. Loans for relocation for the Pierside Pavilion project. 11. Loans for the acquisition and relocation of mobile homes in the Waterfront commercial Master Plan site. 12. Loans for land assemblage for the Strand Project. Environmental Status: Not Applicable Strategic Plan Goal: Strengthen Economic and Financial Sustainability Attachment(s): 1. Successor Agency Resolution No. 2017-03 2. Successor Agency Resolution No. 2017-04 3. Successor Agency Resolution No. 2017-05 4. Successor Agency Resolution No. 2017-06 HB -3 9- Item 6. - 4 Dept.ID ED 17-02 Page 5 of 5 Meeting Date: 1/17/2017 5. Successor Agency Resolution No. 2017-07 6. Successor Agency Resolution No. 2017-08 7. Successor Agency Resolution No. 2017-09 8. Successor Agency Resolution No. 2017-10 9. Successor Agency Resolution No. 2017-11 10. Successor Agency Resolution No. 2017-12 11. Successor Agency Resolution No. 2017-13 12. Successor Agency Resolution No. 2017-14 Item 6. - 5 H -4 - ATTACHMENT # 1 RESOLUTION NO. 2017-03 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE HUNTINGTON BEACH REDEVELOPMENT AGENCY FINDING, AND RECOMMENDING TO ITS OVERSIGHT BOARD THAT THE OVERSIGHT BOARD FINDS, THAT THE LOAN MADE BY THE CITY OF HUNTINGTON BEACH TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REGARDING ACQUISITION ASSOCIATED WITH THE STRAND PROJECT WAS FOR LEGITIMATE REDEVELOPMENT PURPOSES, AND APPROVING THE LOAN AS AN ENFORCEABLE OBLIGATION AND THE SCHEDULE FOR REPAYMENT OF SAID LOAN BY THE SUCCESSOR AGENCY TO THE CITY OF HUNTINGTON BEACH, IN ACCORDANCE WITH HEALTH AND SAFETY CODE SECTION 34191.4(b) WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Redevelopment 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) ("Redevelopment Law"); and Assembly Bill No.Xl 26 (2011-2012 1st Ex. Sess.) ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the Redevelopment Law and to the California Health and Safety Code ("H&S Code"), including adding Part 1.8 (commencing with Section 34161) ("Part 1.8") and Part 1.85 (commencing with Section 34170) ("Part 1.85") to Division 24 of the H&S Code; and Pursuant to AB 26, as modified by the California Supreme Court on December 29, 2011 by its decision in California Redevelopment Association v. Matosantos, all California redevelopment agencies, including the Redevelopment Agency, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of paying, performing and enforcing the enforceable obligations of the former redevelopment agencies and expeditiously winding down the business and fiscal affairs of the former redevelopment agencies; and The City Council of the City elected for the City to serve as the successor agency to the Redevelopment Agency upon the dissolution of the Redevelopment Agency under AB 26 ("Successor Agency"); and H&S Code 34179 of AB 26 establishes a seven (7) member local entity with respect to each successor agency with fiduciary responsibilities to holders of enforceable obligations and taxing entities that benefit from distributions of property taxes, and such entity is titled the "oversight board." The oversight board has been established for the Successor Agency SA Reso—City Loan Agmt—Line 49 Jan.5 2017 Page 1 of 6 RESOLUTION NO. 2017-03 (hereinafter referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to H&S Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in H&S Code Sections 34179 through 34181 of AB 26; and As part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484"), which amended certain provisions of AB 26. AB 26 and AB 1484, as further amended, are collectively referred to herein as the "Dissolution Act"; and On May 13, 2014, the Department of Finance issued a Finding of Completion to the Successor Agency pursuant to H&S Code Section 34179.7 of the Dissolution Act; and Pursuant to the Dissolution Act, "ROPS" means a "Recognized Obligation Payment Schedule", as set forth in the Dissolution Act; and Pursuant to H&S Code Section 34191.4(b)(1) of the Dissolution Act, after the Successor Agency receives its Finding of Completion and upon application by the Successor Agency and approval of the Oversight Board, loan agreements entered into between the former Redevelopment Agency and the City shall be deemed to be enforceable obligations provided that the Oversight Board makes a finding that the loan was for legitimate redevelopment purposes. Upon the Oversight Board's approval and making of the required finding, the loan is deemed an enforceable obligation and may be listed on a ROPS for repayment, subject to the repayment terms and conditions specified in H&S Code Section 34191.4(b)(2); and The City Council of the City adopted Ordinance Nos. 2576, 2577, 2578, 2582, and 2743 approving and adopting the Redevelopment Plan for the Yorktown-Lake Redevelopment Project, the Redevelopment Plan for the Talbert-Beach Redevelopment Project, the Redevelopment Plan for the Main-Pier Redevelopment Project, the Redevelopment Plan for the Oakview Redevelopment Project, and the Redevelopment Plan for the Huntington Center Commercial District Redevelopment Project, respectively; and The former Redevelopment Agency and the City entered into a Cooperative Agreement, dated June 20, 1983 ("1983 Cooperative Agreement"), by which the City agreed to provide to the former Redevelopment Agency certain assistance and to otherwise cooperate with the former Redevelopment Agency in carrying out redevelopment projects; and Pursuant to the Cooperative Agreement, the former Redevelopment Agency and the City entered into various Operative Agreements for the Yorktown-Lake, Talbert-Beach, Main-Pier, Oakview and Huntington Center Redevelopment Projects (collectively, the "Constituent Projects"), by which the City provided the former Redevelopment Agency with both administrative and/or technical services, constructed required public improvements and facilities as appropriate and necessary, and provided funds to carry out the Constituent Projects; and SA Reso—City Loan Agmt—Line 49 Jan.5 2017 Page 2 of 6 RESOLUTION NO. 2017-03 The Operative Agreements also identified the terms under which the former Redevelopment Agency would reimburse the City for the associated costs of such services, improvements, facilities and funds. The Operative Agreements were amended from time to time; and The City Council adopted Ordinance No. 3343 on December 16, 1996 amending and merging the Constituent Projects into the Redevelopment Plan for the Huntington Beach Redevelopment Project ("HBRP"); and The City Council adopted Ordinance No. 3561 on June 17, 2002, approving and adopting the Redevelopment Plan for the Southeast Coastal Redevelopment Project ("SCRP"); and The former Redevelopment Agency and the City entered into a Cooperation Agreement, dated September 2, 2003 ("SCRP Cooperation Agreement") regarding redevelopment projects and capital improvements to be carried out in the SCRP Area (the 1983 Cooperative Agreement, the SCRP Cooperation Agreement and the various Operative Agreements (as amended) may collectively be referred to herein as the "Cooperative Agreements"); and Pursuant to the Cooperative Agreements, the City made a loan ("City Loan") to the former Redevelopment Agency to fund acquisition associated with the Strand Project. This City Loan pertains to the purchase of land for assemblage of a 4-acre site for a mixed-use project called The Strand. The land was purchased by the former Redevelopment Agency, with money advanced from the City, and conveyed to CIM Group pursuant to a Disposition and Development Agreement; and The Successor Agency has recalculated the current outstanding balance of the City Loan in accordance with H&S Code Section 34191.4(b)(3), which provides that any interest on the remaining principal amount of the City Loan shall be recalculated from the date of origination of the City Loan, at a simple interest rate of 3 percent (3%). The years of origination of the City Loan were 1989, 1990, 1991 and 1994. The current outstanding balance of the City Loan (recalculated as of September 30, 2016 in accordance with H&S Code Section 34191.4(b)(3)) is $10,208,846; and The Successor Agency desires to find, and to recommend to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; and The Successor Agency further desires to approve the City Loan as an enforceable obligation of the Successor Agency and to approve the schedule for repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), SA Reso—City Loan Agmt—Line 49 Jan.5 2017 Page 3 of 6 RESOLUTION NO. 2017-03 with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); and The activity proposed for approval by this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq., hereafter the "Guidelines"), and the City's environmental guidelines; and The activity proposed for approval by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity proposed by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the Successor Agency to the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1. The Successor Agency hereby finds and determines that the foregoing recitals are true and correct. 2. The Successor Agency hereby finds, and recommends to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes. 3. The Successor Agency hereby finds and approves the City Loan as an enforceable obligation of the Successor Agency and approves the repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b). 4. The Executive Director, or designee, of the Successor Agency is hereby authorized and directed (i) to submit the Successor Agency's recommendation to its Oversight Board that the Oversight Board find that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; (ii) to include the repayment of the City Loan on ROPS 17-18 and on successive ROPS until repaid in full consistent and in accordance with H&S Code Section 34191.4(b), and to comply with all other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); SA Reso—City Loan Agmt—Line 49 Jan.5 2017 Page 4 of 6 RESOLUTION NO. 2017-03 (iii) provide such notifications as required by the Dissolution Act; and (iv) take such other actions and execute such other documents as are necessary or desirable to effectuate the intent of this Resolution on behalf of the Successor Agency. 5. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that its board would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. 6. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any constitutional, legal or equitable rights that the Successor Agency may have to challenge, through any administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of the Dissolution Act, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of the Dissolution Act, and any and all related legal and factual issues, and the Successor Agency expressly reserves any and all rights, privileges, and defenses available under law and equity. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Oversight Board, the Successor Agency or the City of Huntington Beach 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 Oversight Board, the Successor Agency and the City of Huntington Beach under law and/or in equity. 7. The Successor Agency determines that the activity approved by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity approved by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines. 8. This Resolution shall take effect upon the date of its adoption. SA Reso—City Loan Agmt—Line 49 Jan.5 2017 Page 5 of 6 RESOLUTION NO. 2017-03 PASSED AND ADOPTED by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting thereof held on the 17th day of January , 2017. Chairperson REVIEWED AND APPROVED: INITI TEDAND rAPOVED: E e u v Director Deputy Execu ' erector APPROVED O FOR Board Counsel SA Reso—City Loan Agmt—Line 49 Jan.5 2017 Page 6 of 6 Successor Agency Res. No. 2017-03 I STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, J ROBIN ESTANISLAU 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 special meeting held on January 17, 2017 and that is was so adopted by the following vote: AYES: O'Connell, Semeta, Posey, Hardy, Brenden, Peterson NOES: None ABSENT: Delgleize ABSTAIN: None Clerk of The Successor Agency to the Redevelopment Agency of the City of Huntington Beach, California ATTACHMENT #2 RESOLUTION NO. 2017-04 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE HUNTINGTON BEACH REDEVELOPMENT AGENCY FINDING, AND RECOMMENDING TO ITS OVERSIGHT BOARD THAT THE OVERSIGHT BOARD FINDS, THAT THE LOAN MADE BY THE CITY OF HUNTINGTON BEACH TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REGARDING THE RELOCATION AND DEMOLITION OF DRIFTWOOD AND PACIFIC MOBILE HOME PARKS RELATED TO THE WATERFRONT MASTER SITE PLAN WAS FOR LEGITIMATE REDEVELOPMENT PURPOSES, AND APPROVING THE LOAN AS AN ENFORCEABLE OBLIGATION AND THE SCHEDULE FOR REPAYMENT OF SAID LOAN BY THE SUCCESSOR AGENCY TO THE CITY OF HUNTINGTON BEACH, IN ACCORDANCE WITH HEALTH AND SAFETY CODE SECTION 34191.4(b) WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Redevelopment 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) ("Redevelopment Law"); and Assembly Bill No.XI 26 (2011-2012 1st Ex. Sess.) ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the Redevelopment Law and to the California Health and Safety Code ("H&S Code"), including adding Part 1.8 (commencing with Section 34161) ("Part 1.8") and Part 1.85 (commencing with Section 34170) ("Part 1.85") to Division 24 of the H&S Code; and Pursuant to AB 26, as modified by the California Supreme Court on December 29, 2011 by its decision in California Redevelopment Association v. Matosantos, all California redevelopment agencies, including the Redevelopment Agency, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of paying, performing and enforcing the enforceable obligations of the former redevelopment agencies and expeditiously winding down the business and fiscal affairs of the former redevelopment agencies; and The City Council of the City elected for the City to serve as the successor agency to the Redevelopment Agency upon the dissolution of the Redevelopment Agency under AB 26 ("Successor Agency"); and H&S Code 34179 of AB 26 establishes a seven (7) member local entity with respect to each successor agency with fiduciary responsibilities to holders of enforceable obligations and taxing entities that benefit from distributions of property taxes, and such entity is titled the SA Reso—City Loan Agmt—Line 48 Jan.5 2017 Page 1 of 6 RESOLUTION NO. 2017-04 "oversight board." The oversight board has been established for the Successor Agency (hereinafter referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to H&S Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in H&S Code Sections 34179 through 34181 of AB 26; and As part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484"), which amended certain provisions of AB 26. AB 26 and AB 1484, as further amended, are collectively referred to herein as the "Dissolution Act"; and On May 13, 2014, the Department of Finance issued a Finding of Completion to the Successor Agency pursuant to H&S Code Section 34179.7 of the Dissolution Act; and Pursuant to the Dissolution Act, "ROPS" means a "Recognized Obligation Payment Schedule", as set forth in the Dissolution Act; and Pursuant to H&S Code Section 34191.4(b)(1) of the Dissolution Act, after the Successor Agency receives its Finding of Completion and upon application by the Successor Agency and approval of the Oversight Board, loan agreements entered into between the former Redevelopment Agency and the City shall be deemed to be enforceable obligations provided that the Oversight Board makes a finding that the loan was for legitimate redevelopment purposes. Upon the Oversight Board's approval and making of the required finding, the loan is deemed an enforceable obligation and may be listed on a ROPS for repayment, subject to the repayment terms and conditions specified in H&S Code Section 34191.4(b)(2); and The City Council of the City adopted Ordinance Nos. 2576, 2577, 2578, 2582, and 2743 approving and adopting the Redevelopment Plan for the Yorktown-Lake Redevelopment Project, the Redevelopment Plan for the Talbert-Beach Redevelopment Project, the Redevelopment Plan for the Main-Pier Redevelopment Project, the Redevelopment Plan for the Oakview Redevelopment Project, and the Redevelopment Plan for the Huntington Center Commercial District Redevelopment Project, respectively; and The former Redevelopment Agency and the City entered into a Cooperative Agreement, dated June 20, 1983 ("1983 Cooperative Agreement"), by which the City agreed to provide to the former Redevelopment Agency certain assistance and to otherwise cooperate with the former Redevelopment Agency in carrying out redevelopment projects; and Pursuant to the Cooperative Agreement, the former Redevelopment Agency and the City entered into various Operative Agreements for the Yorktown-Lake, Talbert-Beach, Main-Pier, Oakview and Huntington Center Redevelopment Projects (collectively, the "Constituent Projects"), by which the City provided the former Redevelopment Agency with both administrative and/or technical services, constructed required public improvements and facilities SA Reso—City Loan Agmt—Line 48 Jan.5 2017 Page 2of6 RESOLUTION NO. 2017-04 as appropriate and necessary, and provided funds to carry out the Constituent Projects; and The Operative Agreements also identified the terms under which the former Redevelopment Agency would reimburse the City for the associated costs of such services, improvements, facilities and funds. The Operative Agreements were amended from time to time; and The City Council adopted Ordinance No. 3343 on December 16, 1996 amending and merging the Constituent Projects into the Redevelopment Plan for the Huntington Beach Redevelopment Project ("HBRP"); and The City Council adopted Ordinance No. 3561 on June 17, 2002, approving and adopting the Redevelopment Plan for the Southeast Coastal Redevelopment Project ("SCRP"); and The former Redevelopment Agency and the City entered into a Cooperation Agreement, dated September 2, 2003 ("SCRP Cooperation Agreement") regarding redevelopment projects and capital improvements to be carried out in the SCRP Area(the 1983 Cooperative Agreement, the SCRP Cooperation Agreement and the various Operative Agreements (as amended) may collectively be referred to herein as the "Cooperative Agreements"); and Pursuant to the Cooperative Agreements, the City made a loan ("City Loan") to the former Redevelopment Agency to fund the relocation and demolition of Driftwood and Pacific Mobile Home Parks-related to the Waterfront Master Site Plan. This City Loan pertains to the purchase of land, Driftwood Mobile Home Park, and relocation of the mobile home tenants, pursuant to State law for development of the Waterfront project, as well as demolition costs. This was a requirement and part of the overall financing that included a Section 108 Loan from Housing and Urban Development (HUD) as well as the creation of a Community Facilities District (CFD); and The Successor Agency has recalculated the current outstanding balance of the City Loan in accordance with H&S Code Section 34191.4(b)(3), which provides that any interest on the remaining principal amount of the City Loan shall be recalculated from the date of origination of the City Loan, at a simple interest rate of 3 percent (3%). The years of origination of the City Loan were 1989 and 2001. The current outstanding balance of the City Loan (recalculated as of September 30, 2016 in accordance with H&S Code Section 34191.4(b)(3)) is $14,398,411; and The Successor Agency desires to find, and to recommend to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; and The Successor Agency further desires to approve the City Loan as an enforceable obligation of the Successor Agency and to approve the schedule for repayment of the City Loan SA Reso—City Loan Agmt—Line 48 Jan.5 2017 Page 3 of 6 RESOLUTION NO. 2017-04 as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); and The activity proposed for approval by this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq., hereafter the "Guidelines"), and the City's environmental guidelines; and The activity proposed for approval by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity proposed by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the Successor Agency to the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1. The Successor Agency hereby finds and determines that the foregoing recitals are true and correct. 2. The Successor Agency hereby finds, and recommends to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes. 3. The Successor Agency hereby finds and approves the City Loan as an enforceable obligation of the Successor Agency and approves the repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terns and conditions set forth in H&S Code Section 34191.4(b). 4. The Executive Director, or designee, of the Successor Agency is hereby authorized and directed (i) to submit the Successor Agency's recommendation to its Oversight Board that the Oversight Board find that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; (ii) to include the repayment of the City Loan on ROPS 17-18 and on successive ROPS until repaid in SA Reso—City Loan Agnit—Line 48 Jan.5 2017 Page 4 of 6 RESOLUTION NO. 2017-04 full consistent and in accordance with H&S Code Section 34191.4(b), and to comply with all other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); (iii) provide such notifications as required by the Dissolution Act; and (iv) take such other actions and execute such other documents as are necessary or desirable to effectuate the intent of this Resolution on behalf of the Successor Agency. 5. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that its board would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. 6. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any constitutional, legal or equitable rights that the Successor Agency may have to challenge, through any administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of the Dissolution Act, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of the Dissolution Act, and any and all related legal and factual issues, and the Successor Agency expressly reserves any and all rights, privileges, and defenses available under law and equity. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Oversight Board, the Successor Agency or the City of Huntington Beach 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 Oversight Board, the Successor Agency and the City of Huntington Beach under law and/or in equity. 7. The Successor Agency determines that the activity approved by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity approved by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines. 8. This Resolution shall take effect upon the date of its adoption. SA Reso—City Loan Agmt—Line 48 Jan.5 2017 Page 5 of 6 RESOLUTION NO. 2017-04 PASSED AND ADOPTED by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting thereof held on the 17th day of January 2017. 7 se""A IFMP—IWIM C airperson REVIEWS AND APPROVED: INITI EAAND PROVED: VcKti'vi Director eputy Exec ' e Director APPROVED AS and Counsel SA Reso—City Loan Agmt—Line 48 Jan.5 2017 Page 6 of 6 Successor Agency Res. No. 2017-04 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, ROBIN ESTANISLAU 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 special meeting held on January 17, 2017 and that is was so adopted by the following vote: AYES: O'Connell, Semeta, Posey, Hardy, Brenden, Peterson NOES: None ABSENT: Delgleize ABSTAIN: None Clerk of The Successor Agency to the Redevelopment Agency of the City of Huntington Beach, California ATTACHMENT #3 RESOLUTION NO. 2017-05 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE HUNTINGTON BEACH REDEVELOPMENT AGENCY FINDING, AND RECOMMENDING TO ITS OVERSIGHT BOARD THAT THE OVERSIGHT BOARD FINDS, THAT THE LOAN MADE BY THE CITY OF HUNTINGTON BEACH TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REGARDING RELOCATION COSTS PAID TO TERRY'S COFFEE SHOP AND FIRST INTERSTATE BANK WAS FOR LEGITIMATE REDEVELOPMENT PURPOSES, AND APPROVING THE LOAN AS AN ENFORCEABLE OBLIGATION AND THE SCHEDULE FOR REPAYMENT OF SAID LOAN BY THE SUCCESSOR AGENCY TO THE CITY OF HUNTINGTON BEACH, IN ACCORDANCE WITH HEALTH AND SAFETY CODE SECTION 34191.4(b) WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Redevelopment Agency") was a redevelopment agency in the City of Huntington Beach ("City"), duly created pursuant to the California Community Redevelopment Law (Part I (commencing with Section 33000) of Division 24 of the California Health and Safety Code) ("Redevelopment Law"); and Assembly Bill No.XI 26 (2011-2012 1st Ex. Sess.) ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the Redevelopment Law and to the California Health and Safety Code ("H&S Code"), including adding Part 1.8 (commencing with Section 34161) ("Part 1.8") and Part 1.85 (commencing with Section 34170) ("Part 1.85") to Division 24 of the H&S Code; and Pursuant to AB 26, as modified by the California Supreme Court on December 29, 2011 by its decision in California Redevelopment Association v. Matosantos, all California redevelopment agencies, including the Redevelopment Agency, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of paying, performing and enforcing the enforceable obligations of the former redevelopment agencies and expeditiously winding down the business and fiscal affairs of the former redevelopment agencies; and The City Council of the City elected for the City to serve as the successor agency to the Redevelopment Agency upon the dissolution of the Redevelopment Agency under AB 26 ("Successor Agency"); and H&S Code 34179 of AB 26 establishes a seven (7) member local entity with respect to each successor agency with fiduciary responsibilities to holders of enforceable obligations and taxing entities that benefit from distributions of property taxes, and such entity is titled the "oversight board." The oversight board has been established for the Successor Agency SA Reso—City Loan Agmt—Line 47 Jan.5 2017 Page 1 of 6 I N NO. 2017-RESOLUTION 5 O 0 (hereinafter referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to H&S Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in H&S Code Sections 34179 through 34181 of AB 26; and As part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484"), which amended certain provisions of AB 26. AB 26 and AB 1484, as further amended, are collectively referred to herein as the "Dissolution Act"; and On May 13, 2014, the Department of Finance issued a Finding of Completion to the Successor Agency pursuant to H&S Code Section 34179.7 of the Dissolution Act; and Pursuant to the Dissolution Act, "ROPS" means a "Recognized Obligation Payment Schedule", as set forth in the Dissolution Act; and Pursuant to H&S Code Section 34191.4(b)(1) of the Dissolution Act, after the Successor Agency receives its Finding of Completion and upon application by the Successor Agency and approval of the Oversight Board, loan agreements entered into between the former Redevelopment Agency and the City shall be deemed to be enforceable obligations provided that the Oversight Board makes a finding that the loan was for legitimate redevelopment purposes. Upon the Oversight Board's approval and making of the required finding, the loan is deemed an enforceable obligation and may be listed on a ROPS for repayment, subject to the repayment terms and conditions specified in H&S Code Section 34191.4(b)(2); and The City Council of the City adopted Ordinance Nos. 2576, 2577, 2578, 2582, and 2743 approving and adopting the Redevelopment Plan for the Yorktown-Lake Redevelopment Project, the Redevelopment Plan for the Talbert-Beach Redevelopment Project, the Redevelopment Plan for the Main-Pier Redevelopment Project, the Redevelopment Plan for the Oakview Redevelopment Project, and the Redevelopment Plan for the Huntington Center Commercial District Redevelopment Project, respectively; and The former Redevelopment Agency and the City entered into a Cooperative Agreement, dated June 20, 1983 ("1983 Cooperative Agreement"), by which the City agreed to provide to the former Redevelopment Agency certain assistance and to otherwise cooperate with the former Redevelopment Agency in carrying out redevelopment projects; and Pursuant to the Cooperative Agreement, the former Redevelopment Agency and the City entered into various Operative Agreements for the Yorktown-Lake, Talbert-Beach, Main-Pier, Oakview and Huntington Center Redevelopment Projects (collectively, the "Constituent Projects"), by which the City provided the former Redevelopment Agency with both administrative and/or technical services, constructed required public improvements and facilities as appropriate and necessary, and provided funds to carry out the Constituent Projects; and SA Reso—City Loan Agmt—Line 47 Jan.5 2017 Page 2 of 6 RESOLUTION NO. 2017-05 The Operative Agreements also identified the terms under which the former Redevelopment Agency would reimburse the City for the associated costs of such services, improvements, facilities and funds. The Operative Agreements were amended from time to time; and The City Council adopted Ordinance No. 3343 on December 16, 1996 amending and merging the Constituent Projects into the Redevelopment Plan for the Huntington Beach Redevelopment Project("HBRP"); and The City Council adopted Ordinance No. 3561 on June 17, 2002, approving and adopting the Redevelopment Plan for the Southeast Coastal Redevelopment Project ("SCRP"); and The former Redevelopment Agency and the City entered into a Cooperation Agreement, dated September 2, 2003 ("SCRP Cooperation Agreement") regarding redevelopment projects and capital improvements to be carried out in the SCRP Area (the 1983 Cooperative Agreement, the SCRP Cooperation Agreement and the various Operative Agreements (as amended) may collectively be referred to herein as the "Cooperative Agreements"); and Pursuant to the Cooperative Agreements, the City made a loan ("City Loan") to the former Redevelopment Agency to fund relocation costs paid to Terry's Coffee Shop and First Interstate Bank. This City Loan pertains to relocation expenses incurred to relocate tenants occupying Terry's Coffee Shop and First Interstate Bank pursuant to State law. The relocation was required as part of the land purchase for Pierside Pavilion Disposition and Development Agreement and later Owner Participation Agreement; and The Successor Agency has recalculated the current outstanding balance of the City Loan in accordance with H&S Code Section 34191.4(b)(3), which provides that any interest on the remaining principal amount of the City Loan shall be recalculated from the date of origination of the City Loan, at a simple interest rate of 3 percent (3%). The years of origination of the City Loan was 1992. The current outstanding balance of the City Loan (recalculated as of September 30, 2016 in accordance with H&S Code Section 34191.4(b)(3)) is $296,379; and The Successor Agency desires to find, and to recommend to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; and The Successor Agency further desires to approve the City Loan as an enforceable obligation of the Successor Agency and to approve the schedule for repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum SA Reso—City Loan Agmt—Line 47 Jan.5 2017 Page 3 of 6 RESOLUTION NO. 2017-05 repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); and The activity proposed for approval by this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq., hereafter the "Guidelines"), and the City's environmental guidelines; and The activity proposed for approval by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity proposed by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the Successor Agency to the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1. The Successor Agency hereby finds and determines that the foregoing recitals are true and correct. 2. The Successor Agency hereby finds, and recommends to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes. 3. The Successor Agency hereby finds and approves the City Loan as an enforceable obligation of the Successor Agency and approves the repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b). 4. The Executive Director, or designee, of the Successor Agency is hereby authorized and directed (i) to submit the Successor Agency's recommendation to its Oversight Board that the Oversight Board find that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; (ii) to include the repayment of the City Loan on ROPS 17-18 and on successive ROPS until repaid in full consistent and in accordance with H&S Code Section 34191.4(b), and to comply with all other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); (iii) provide such notifications as required by the Dissolution Act; and (iv) take such other SA Reso—City Loan Agmt—Line 47 Jan.5 2017 Page 4 of 6 RESOLUTION NO. 2017-05 actions and execute such other documents as are necessary or desirable to effectuate the intent of this Resolution on behalf of the Successor Agency. 5. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that its board would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. 6. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any constitutional, legal or equitable rights that the Successor Agency may have to challenge, through any administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of the Dissolution Act, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of the Dissolution Act, and any and all related legal and factual issues, and the Successor Agency expressly reserves any and all rights, privileges, and defenses available under law and equity. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Oversight Board, the Successor Agency or the City of Huntington Beach 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 Oversight Board, the Successor Agency and the City of Huntington Beach under law and/or in equity. 7. The Successor Agency determines that the activity approved by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity approved by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines. 8. This Resolution shall take effect upon the date of its adoption. SA Reso—City Loan Agmt—Line 47 Jan.5 2017 Page 5 of 6 I RESOLUTION NO. 2017-05 PASSED AND ADOPTED by the, Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting thereof held on the 17 th day of January , 2017. rp'Mw rson REVIEWE AND APPROVED: 1NITI 'fLD-AND A VED: c ivj Director Deputy Executive Director APPROVED AS oard Counsel SA Reso—City Loan Agmt—Line 47 Jan.5 2017 Page 6 of 6 Successor Agency Res. No. 2017-05 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, ROBIN ESTANISLAU 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 special meeting held on January 17, 2017 and that is was so adopted by the following vote: AYES: O'Connell, Semeta, Posey, Hardy, Brenden, Peterson NOES: None ABSENT: Delgleize ABSTAIN: None Clerk of The Successor Agency to the Redevelopment Agency of the City of Huntington Beach, California ATTACHMENT #4 RESOLUTION NO. 2017-06 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE HUNTINGTON BEACH REDEVELOPMENT AGENCY FINDING, AND RECOMMENDING TO ITS OVERSIGHT BOARD THAT THE OVERSIGHT BOARD FINDS, THAT THE LOAN MADE BY THE CITY OF HUNTINGTON BEACH TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REGARDING RELOCATION COSTS PAID TO WIND AND SEA SURF SHOP WAS FOR LEGITIMATE REDEVELOPMENT PURPOSES, AND APPROVING THE LOAN AS AN ENFORCEABLE OBLIGATION AND THE SCHEDULE FOR REPAYMENT OF SAID LOAN BY THE SUCCESSOR AGENCY TO THE CITY OF HUNTINGTON BEACH, IN ACCORDANCE WITH HEALTH AND SAFETY CODE SECTION 34191.4(b) WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Redevelopment 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) ("Redevelopment Law"); and Assembly Bill No.Xl 26 (2011-2012 1st Ex. Sess.) ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the Redevelopment Law and to the California Health and Safety Code ("H&S Code"), including adding Part 1.8 (commencing with Section 34161) ("Part 1.8") and Part 1.85 (commencing with Section 34170) ("Part 1.85") to Division 24 of the H&S Code; and Pursuant to AB 26, as modified by the California Supreme Court on December 29, 2011 by its decision in California Redevelopment Association v. Matosantos, all California redevelopment agencies, including the Redevelopment Agency, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of paying, performing and enforcing the enforceable obligations of the former redevelopment agencies and expeditiously winding down the business and fiscal affairs of the former redevelopment agencies; and The City Council of the City elected for the City to serve as the successor agency to the Redevelopment Agency upon the dissolution of the Redevelopment Agency under AB 26 ("Successor Agency"); and H&S Code 34179 of AB 26 establishes a seven (7) member local entity with respect to each successor agency with fiduciary responsibilities to holders of enforceable obligations and taxing entities that benefit from distributions of property taxes, and such entity is titled the "oversight board." The oversight board has been established for the Successor Agency SA Reso—City Loan Agmt—Line 46 Jan.5 2017 Page 1 of 6 RESOLUTION NO. 2017-06 (hereinafter referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to H&S Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in H&S Code Sections 34179 through 34181 of AB 26; and As part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484"), which amended certain provisions of AB 26. AB 26 and AB 1484, as further amended, are collectively referred to herein as the "Dissolution Act"; and On May 13, 2014, the Department of Finance issued a Finding of Completion to the Successor Agency pursuant to H&S Code Section 34179.7 of the Dissolution Act; and Pursuant to the Dissolution Act, "ROPS" means a "Recognized Obligation Payment Schedule", as set forth in the Dissolution Act; and Pursuant to H&S Code Section 34191.4(b)(1) of the Dissolution Act, after the Successor Agency receives its Finding of Completion and upon application by the Successor Agency and approval of the Oversight Board, loan agreements entered into between the former Redevelopment Agency and the City shall be deemed to be enforceable obligations provided that the Oversight Board makes a finding that the loan was for legitimate redevelopment purposes. Upon the Oversight Board's approval and making of the required finding, the loan is deemed an enforceable obligation and may be listed on a ROPS for repayment, subject to the repayment terms and conditions specified in H&S Code Section 34191.4(b)(2); and The City Council of the City adopted Ordinance Nos. 2576, 2577, 2578, 2582, and 2743 approving and adopting the Redevelopment Plan for the Yorktown-Lake Redevelopment Project, the Redevelopment Plan for the Talbert-Beach Redevelopment Project, the Redevelopment Plan for the Main-Pier Redevelopment Project, the Redevelopment Plan for the Oakview Redevelopment Project, and the Redevelopment Plan for the Huntington Center Commercial District Redevelopment Project, respectively; and The former Redevelopment Agency and the City entered into a Cooperative Agreement, dated June 20, 1983 ("1983 Cooperative Agreement"), by which the City agreed to provide to the former Redevelopment Agency certain assistance and to otherwise cooperate with the former Redevelopment Agency in carrying out redevelopment projects; and Pursuant to the Cooperative Agreement, the former Redevelopment Agency and the City entered into various Operative Agreements for the Yorktown-Lake, Talbert-Beach, Main-Pier, Oakview and Huntington Center Redevelopment Projects (collectively, the "Constituent Projects"), by which the City provided the former Redevelopment Agency with both administrative and/or technical services, constructed required public improvements and facilities as appropriate and necessary, and provided funds to carry out the Constituent Projects; and SA Reso—City Loan Agmt—Line 46 Jan.5 2017 Page 2 of 6 RESOLUTION NO. 2017-06 The Operative. Agreements also identified the terms under which the former Redevelopment Agency would reimburse the City for the associated costs of such services, improvements, facilities and funds. The Operative Agreements were amended from time to time; and The City Council adopted Ordinance No. 3343 on December 16, 1996 amending and merging the Constituent Projects into the Redevelopment Plan for the Huntington Beach Redevelopment Project("HBRP"); and The City Council adopted Ordinance No. 3561 on June 17, 2002, approving and adopting the Redevelopment Plan for the Southeast Coastal Redevelopment Project("SCRP'); and The former Redevelopment Agency and the City entered into a Cooperation Agreement, dated September 2, 2003 ("SCRP Cooperation Agreement") regarding redevelopment projects and capital improvements to be carried out in the SCRP Area(the 1983 Cooperative Agreement, the SCRP Cooperation Agreement and the various Operative Agreements (as amended) may collectively be referred to herein as the "Cooperative Agreements"); and Pursuant to the Cooperative Agreements, the City made a loan ("City Loan") to the former Redevelopment Agency to fund relocation of the Wind and Sea Surf Shop. This City Loan pertains to relocation expenses incurred to relocate tenants occupying the Wind and Sea Surf Shop pursuant to State law. This was required as part of the land purchase for The Strand _ mixed-use development; and The Successor Agency has recalculated the current outstanding balance of the City Loan in accordance with H&S Code Section 34191.4(b)(3), which provides that any interest on the remaining principal amount of the City Loan shall be recalculated from the date of origination of the City Loan, at a simple interest rate of 3 percent (3%). The years of origination of the City Loan was 1996. The current outstanding balance of the City Loan (recalculated as of September 30, 2016 in accordance with H&S Code Section 34191.4(b)(3)) is $68,800; and The Successor Agency desires to find, and to recommend to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; and The Successor Agency further desires to approve the City Loan as an enforceable obligation of the Successor Agency and to approve the schedule for repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the SA Reso—City Loan Agmt—Line 46 Jan.5 2017 Page 3 of 6 RESOLUTION NO. 2017-06 City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); and The activity proposed for approval by this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq., hereafter the "Guidelines"), and the City's environmental guidelines; and The activity proposed for approval by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity proposed by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the Successor Agency to the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1. The Successor Agency hereby finds and determines that the foregoing recitals are true and correct. 2. The Successor Agency hereby finds, and recommends to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes. 3. The Successor Agency hereby finds and approves the City Loan as an enforceable obligation of the Successor Agency and approves the repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b). 4. The Executive Director, or designee, of the Successor Agency is hereby authorized and directed (i) to submit the Successor Agency's recommendation to its Oversight Board that the Oversight Board find that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; (ii) to include the repayment of the City Loan on ROPS 17-18 and on successive ROPS until repaid in full consistent and in accordance with H&S Code Section 34191.4(b), and to comply with all other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); (iii) provide such notifications as required by the Dissolution Act; and (iv) take such other actions and execute such other documents as are necessary or desirable to effectuate the intent of SA Reso—City Loan Agmt—Line 46 Jan.5 2017 Page 4 of 6 RESOLUTION NO. 2017-06 this Resolution on behalf of the Successor Agency. 5. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that its board would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. 6. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any constitutional, legal or equitable rights that the Successor Agency may have to challenge, through any administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of the Dissolution Act, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of the Dissolution Act, and any and all related legal and factual issues, and the Successor Agency expressly reserves any and all rights, privileges, and defenses available under law and equity. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Oversight Board, the Successor Agency or the City of Huntington Beach 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 Oversight Board, the Successor Agency and the City of Huntington Beach under law and/or in equity. 7. The Successor Agency determines that the activity approved by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity approved by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines. 8. This Resolution shall take effect upon the date of its adoption. /// SA Reso—City Loan Agmt—Line 46 Jan.5 2017 Page 5 of 6 RESOLUTION NO. 2017-06 PASSED AND ADOPTED by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting thereof held on the 17th day of January , 2017. AL r n REVIEWE AND APPROVED: INITIATED AND PROVED: tOAM it, ecut ve Director Deputy Executive Director APPROVED AS RM: B and Counsel SA Reso—City Loan Agmt-Line 46 Jan.5 2017 Page 6 of 6 Successor Agency Res. No. 2017-06 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, ROBIN ESTANISLAU 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 January 17, 2017 and that is was so adopted by the following vote: AYES: O'Connell, Semeta, Posey, Hardy, Brenden, Peterson NOES: None ABSENT: Delgleize ABSTAIN: None Clerk oRThe Successor Agency to the Redevelopment Agency of the City of Huntington Beach, California ATTACHMENT #5 RESOLUTION NO. 2017-07 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE HUNTINGTON BEACH REDEVELOPMENT AGENCY FINDING, AND RECOMMENDING TO ITS OVERSIGHT BOARD THAT THE OVERSIGHT BOARD FINDS, THAT THE LOAN MADE BY THE CITY OF HUNTINGTON BEACH TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REGARDING ACQUISITION COSTS ASSOCIATED WITH THE SECOND BLOCK ALLEY AND STREET IMPROVEMENT PROJECT WAS FOR LEGITIMATE REDEVELOPMENT PURPOSES, AND APPROVING THE LOAN AS AN ENFORCEABLE OBLIGATION AND THE SCHEDULE FOR REPAYMENT OF SAID LOAN BY THE SUCCESSOR AGENCY TO THE CITY OF HUNTINGTON BEACH, IN ACCORDANCE WITH HEALTH AND SAFETY CODE SECTION 34191.4(b) WHEREAS, - the Redevelopment Agency of the City of Huntington Beach ("Redevelopment 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) ("Redevelopment Law"); and Assembly Bill No.X 1 26 (2011-2012 1st Ex. Sess.) ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the Redevelopment Law and to the California Health and Safety Code ("H&S Code"), including adding Part 1.8 (commencing with Section 34161) ("Part 1.8") and Part 1.85 (commencing with Section 34170) ("Part 1.85") to Division 24 of the H&S Code; and Pursuant to AB 26, as modified by the California Supreme Court on December 29, 2011 by its decision in California Redevelopment Association v. Matosantos, all California redevelopment agencies, including the Redevelopment Agency, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of paying, performing and enforcing the enforceable obligations of the former redevelopment agencies and expeditiously winding down the business and fiscal affairs of the former redevelopment agencies; and The City Council of the City elected for the City to serve as the successor agency to the Redevelopment Agency upon the dissolution of the Redevelopment Agency under AB 26 ("Successor Agency"); and H&S Code 34179 of AB 26 establishes a seven (7) member local entity with respect to each successor agency with fiduciary responsibilities to holders of enforceable obligations and taxing entities that benefit from distributions of property taxes, and such entity is titled the "oversight board." The oversight board has been established for the Successor Agency SA Reso—City Loan Agmt—Line 45 Jan.5 2017 Page 1 of 6 RESOLUTION NO. 2017-07 (hereinafter referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to H&S Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in H&S Code Sections 34179 through 34181 of AB 26; and As part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484"), which amended certain provisions of AB 26. AB 26 and AB 1484, as further amended, are collectively referred to herein as the "Dissolution Act"; and On May 13, 2014, the Department of Finance issued a Finding of Completion to the Successor Agency pursuant to H&S Code Section 34179.7 of the Dissolution Act; and Pursuant to the Dissolution Act, "ROPS" means a "Recognized Obligation Payment Schedule", as set forth in the Dissolution Act; and Pursuant to H&S Code Section 34191.4(b)(1) of the Dissolution Act, after the Successor Agency receives its Finding of Completion and upon application by the Successor Agency and approval of the Oversight Board, loan agreements entered into between the former Redevelopment Agency and the City shall be deemed to be enforceable obligations provided that the Oversight Board makes a finding that the loan was for legitimate redevelopment purposes. Upon the Oversight Board's approval and making of the required finding, the loan is deemed an enforceable obligation and may be listed on a ROPS for repayment, subject to the repayment terms and conditions specified in H&S Code Section 34191.4(b)(2); and The City Council of the City adopted Ordinance Nos. 2576, 2577, 2578, 2582, and 2743 approving and adopting the Redevelopment Plan for the Yorktown-Lake Redevelopment Project, the Redevelopment Plan for the Talbert-Beach Redevelopment Project, the Redevelopment Plan for the Main-Pier Redevelopment Project, the Redevelopment Plan for the Oakview Redevelopment Project, and the Redevelopment Plan for the Huntington Center Commercial District Redevelopment Project, respectively; and The former Redevelopment Agency and the City entered into a Cooperative Agreement, dated June 20, 1983 ("1983 Cooperative Agreement"), by which the City agreed to provide to the former Redevelopment Agency certain assistance and to otherwise cooperate with the former Redevelopment Agency in carrying out redevelopment projects; and Pursuant to the Cooperative Agreement, the former Redevelopment Agency and the City entered into various Operative Agreements for the Yorktown-Lake, Talbert-Beach, Main-Pier, Oakview and Huntington Center Redevelopment Projects (collectively, the "Constituent Projects"), by which the City provided the former Redevelopment Agency with both administrative and/or technical services, constructed required public improvements and facilities as appropriate and necessary, and provided funds to carry out the Constituent Projects; and SA Reso—City Loan Agmt—Line 45 Jan.5 2017 Page 2 of 6 RESOLUTION NO. 2017-07 The Operative Agreements also identified the terms under which the former Redevelopment Agency would reimburse the City for the associated costs of such services, improvements, facilities and funds. The Operative Agreements were amended from time to time; and The City Council adopted Ordinance No. 3343 on December 16, 1996 amending and merging the Constituent Projects into the Redevelopment Plan for the Huntington Beach Redevelopment Project ("HBRP"); and The City Council adopted Ordinance No. 3561 on June 17, 2002, approving and adopting the Redevelopment Plan for the Southeast Coastal Redevelopment Project ("SCRP"); and The former Redevelopment Agency and the City entered into a Cooperation Agreement, dated September 2, 2003 ("SCRP Cooperation Agreement") regarding redevelopment projects and capital improvements to be carried out in the SCRP Area (the 1983 Cooperative Agreement, the SCRP Cooperation Agreement and the various Operative Agreements (as amended) may collectively be referred to herein as the "Cooperative Agreements"); and Pursuant to the Cooperative Agreements, the City made a loan ("City Loan") to the former Redevelopment Agency to fund property acquisition costs associated with the Second Block alley and street improvement project. This City Loan pertains to the purchase by the former Redevelopment Agency of a strip of land, ten feet wide, between two buildings for pedestrian access between Main Street and 5th Street. The "alley" way developed was part of an Owner Participation Agreement with Abdelmudi. As part of the Owner Participation Agreement, Abdelmudi had to develop and maintain this strip of land, but the land is owned by the Successor Agency. The land was purchased with City-advanced funds; and The Successor Agency has recalculated the current outstanding balance of the City Loan in accordance with H&S Code Section 34191.4(b)(3), which provides that any interest on the remaining principal amount of the City Loan shall be recalculated from the date of origination of the City Loan, at a simple interest rate of 3 percent (3%). The years of origination of the City Loan was 1988. The current outstanding balance of the City Loan (recalculated as of September 30, 2016 in accordance with H&S Code Section 34191.4(b)(3)) is $231,441; and The Successor Agency desires to find, and to recommend to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; and The Successor Agency further desires to approve the City Loan as an enforceable obligation of the Successor Agency and to approve the schedule for repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in SA Reso—City Loan Agmt—Line 45 Jan.5 2017 Page 3 of 6 RESOLUTION NO. 2017-07 accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); and The activity proposed for approval by this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq., hereafter the "Guidelines"), and the City's environmental guidelines; and The activity proposed for approval by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity proposed by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the Successor Agency to the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1. The Successor Agency hereby finds and determines that the foregoing recitals are true and correct. 2. The Successor Agency hereby finds, and recommends to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes. 3. The Successor Agency hereby finds and approves the City Loan as an enforceable obligation of the Successor Agency and approves the repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b). 4. The Executive Director, or designee, of the Successor Agency is hereby authorized and directed (i) to submit the Successor Agency's recommendation to its Oversight Board that the Oversight Board find that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; (ii) to include the repayment of the City Loan on ROPS 17-18 and on successive ROPS until repaid in full consistent and in accordance with H&S Code Section 34191.4(b), and to comply with all SA Reso—City Loan Agmt-Line 45 Jan.5 2017 Page 4 of 6 RESOLUTION NO. 2017-07 other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); (iii) provide such notifications as required by the Dissolution Act; and (iv) take such other actions and execute such other documents as are necessary or desirable to effectuate the intent of this Resolution on behalf of the Successor Agency. 5. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that its board would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. 6. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any constitutional, legal or equitable rights that the Successor Agency may have to challenge, through any administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of the Dissolution Act, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of the Dissolution Act, and any and all related legal and factual issues, and the Successor Agency expressly reserves any and all rights, privileges, and defenses available under law and equity. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Oversight Board, the Successor Agency or the City of Huntington Beach 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 Oversight Board, the Successor Agency and the City of Huntington Beach under law and/or in equity. 7. The Successor Agency determines that the activity approved by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity approved by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines. 8. This Resolution shall take effect upon the date of its adoption. SA Reso—City Loan Agmt—Line 45 Jan.5 2017 Page 5 of 6 RESOLUTION NO. 2017-07 PASSED AND ADOPTED by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting thereof held on the 17th day of January , 2017. s Chairperson REVIEWEP AND APPROVED: INITI TED AN A` PPR VED: l cutiv Director Deputy Executive Director APPROVED AS O oard Counsel SA Reso—City Loan Agmt—Line 45 Jan.5 2017 Page 6 of 6 Successor Agency Res. No. 2017-07 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, ROBIN ESTANISLAU 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 January 17, 2017 and that is was so adopted by the following vote: AYES: O'Connell, Semeta, Posey, Hardy, Brenden, Peterson NOES: None ABSENT: Delgleize ABSTAIN: None Clerk of The Successor Agency to the Redevelopment Agency of the City of Huntington Beach, California ATTACHMENT #6 RESOLUTION NO. 2017-08 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE HUNTINGTON BEACH REDEVELOPMENT AGENCY FINDING, AND RECOMMENDING TO ITS OVERSIGHT BOARD THAT THE OVERSIGHT BOARD FINDS, THAT THE LOAN MADE BY THE CITY OF HUNTINGTON BEACH TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REGARDING RELOCATION, PROPERTY ACQUISITION, AND OTHER PROJECT COSTS ASSOCIATED WITH THE THIRD BLOCK WEST CONDOMINIUM/RETAIL/OFFICE PROJECT IN THE MAIN-PIER REDEVELOPMENT PROJECT AREA WAS FOR LEGITIMATE REDEVELOPMENT PURPOSES, AND APPROVING THE LOAN AS AN ENFORCEABLE OBLIGATION AND THE SCHEDULE FOR REPAYMENT OF SAID LOAN BY THE SUCCESSOR AGENCY TO THE CITY OF HUNTINGTON BEACH, IN ACCORDANCE WITH HEALTH AND SAFETY CODE SECTION 34191.4(b) WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Redevelopment 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) ("Redevelopment Law"); and Assembly Bill No.X1 26 (2011-2012 1st Ex. Sess.) ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the Redevelopment Law and to the California Health and Safety Code ("H&S Code"), including adding Part 1.8 (commencing with Section 34161) ("Part 1.8") and Part 1.85 (commencing with Section 34170) ("Part 1.85") to Division 24 of the H&S Code; and Pursuant to AB 26, as modified by the California Supreme Court on December 29, 2011 by its decision in California Redevelopment Association v. Matosantos, all California redevelopment agencies, including the Redevelopment Agency, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of paying, performing and enforcing the enforceable obligations of the former redevelopment agencies and expeditiously winding down the business and fiscal affairs of the former redevelopment agencies; and The City Council of the City elected for the City to serve as the successor agency to the Redevelopment Agency upon the dissolution of the Redevelopment Agency under AB 26 ("Successor Agency"); and H&S Code 34179 of AB 26 establishes a seven (7) member local entity with respect to each successor agency with fiduciary responsibilities to holders of enforceable obligations and SA Reso—City Loan Agmt—Line 44 Jan.5 2017 Page 1 of 6 RESOLUTION NO. 2017-08 taxing entities that benefit from distributions of property taxes, and such entity is titled the "oversight board." The oversight board has been established for the Successor Agency (hereinafter referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to H&S Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in H&S Code Sections 34179 through 34181 of AB 26; and As part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484"), which amended certain provisions of AB 26. AB 26 and AB 1484, as further amended, are collectively referred to herein as the "Dissolution Act"; and On May 13, 2014, the Department of Finance issued a Finding of Completion to the Successor Agency pursuant to H&S Code Section 34179.7 of the Dissolution Act; and I Pursuant to the Dissolution Act, "ROPS" means a "Recognized Obligation Payment Schedule", as set forth in the Dissolution Act; and Pursuant to H&S Code Section 34191.4(b)(1) of the Dissolution Act, after the Successor Agency receives its Finding of Completion and upon application by the Successor Agency and approval of the Oversight Board, loan agreements entered into between the former Redevelopment Agency and the City shall be deemed to be enforceable obligations provided that the Oversight Board makes a finding that the loan was for legitimate redevelopment purposes. Upon the Oversight Board's approval and making of the required finding, the loan is deemed an enforceable obligation and may be listed on a ROPS for repayment, subject to the repayment terms and conditions specified in H&S Code Section 34191.4(b)(2); and The City Council of the City adopted Ordinance Nos. 2576, 2577, 2578, 2582, and 2743 approving and adopting the Redevelopment Plan for the Yorktown-Lake Redevelopment Project, the Redevelopment Plan for the Talbert-Beach Redevelopment Project, the Redevelopment Plan for the Main-Pier Redevelopment Project, the Redevelopment Plan for the Oakview Redevelopment Project, and the Redevelopment Plan for the Huntington Center Commercial District Redevelopment Project, respectively; and The former Redevelopment Agency and the City entered into a Cooperative Agreement, dated June 20, 1983 ("1983 Cooperative Agreement"), by which the City agreed to provide to the former Redevelopment Agency certain assistance and to otherwise cooperate with the former Redevelopment Agency in carrying out redevelopment projects; and Pursuant to the Cooperative Agreement, the former Redevelopment Agency and the City entered into various Operative Agreements for the Yorktown-Lake, Talbert-Beach, Main-Pier, Oakview and Huntington Center Redevelopment Projects (collectively, the "Constituent Projects"), by which the City provided the former Redevelopment Agency with both SA Reso—City Loan Agmt—Line 44 Jan.5 2017 Page 2 of 6 RESOLUTION NO. 2017-08 administrative and/or technical services, constructed required public improvements and facilities as appropriate and necessary, and provided funds to carry out the Constituent Projects; and The Operative Agreements also identified the terms under which the former Redevelopment Agency would reimburse the City for the associated costs of such services, improvements, facilities and funds. The Operative Agreements were amended from time to time; and The City Council adopted Ordinance No. 3343 on December 16, 1996 amending and merging the Constituent Projects into the Redevelopment Plan for the Huntington Beach Redevelopment Project ("HBRP"); and The City Council adopted Ordinance No. 3561 on June 17, 2002, approving and adopting the Redevelopment Plan for the Southeast Coastal Redevelopment Project ("SCRP"); and The former Redevelopment Agency and the City entered into a Cooperation Agreement, dated September 2, 2003 ("SCRP Cooperation Agreement") regarding redevelopment projects and capital improvements to be carried out in the SCRP Area (the 1983 Cooperative Agreement, the SCRP Cooperation Agreement and the various Operative Agreements (as amended) may collectively be referred to herein as the "Cooperative Agreements"); and Pursuant to the Cooperative Agreements, the City made a loan ("City Loan") to the former Redevelopment Agency to fund relocation, property acquisition, and other project costs associated with the Third Block West Condominium/Retail/Office project in the Main-Pier Project Area. This City Loan pertains to the purchase of land and expenses to relocate tenants occupying the acquired property pursuant to State law. The former Redevelopment Agency, utilizing City-advanced funds, assembled land for a mixed-use development — Plaza Almaria; and The Successor Agency has recalculated the current outstanding balance of the City Loan in accordance with H&S Code Section 34191.4(b)(3), which provides that any interest on the remaining principal amount of the City Loan shall be recalculated from the date of origination of the City Loan, at a simple interest rate of 3 percent (3%). The years of origination of the City Loan was 1996. The current outstanding balance of the City Loan (recalculated as of September 30, 2016 in accordance with H&S Code Section 34191.4(b)(3)) is $11,771,703; and The Successor Agency desires to find, and to recommend to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; and The Successor Agency further desires to approve the City Loan as an enforceable obligation of the Successor Agency and to approve the schedule for repayment of the City Loan SA Reso—City Loan Agmt—Line 44 Jan.5 2017 Page 3 of 6 RESOLUTION NO. 2017-08 as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); and The activity proposed for approval by this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq., hereafter the "Guidelines"), and the City's environmental guidelines; and The activity proposed for approval by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity proposed by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the Successor Agency to the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1. The Successor Agency hereby finds and determines that the foregoing recitals are true and correct. 2. The Successor Agency hereby finds, and recommends to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes. 3. The Successor Agency hereby finds and approves the City Loan as an enforceable obligation of the Successor Agency and approves the repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b). 4. The Executive Director, or designee, of the Successor Agency is hereby authorized and directed (i) to submit the Successor Agency's recommendation to its Oversight Board that the Oversight Board find that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; (ii) to include the repayment of the City Loan on ROPS 17-18 and on successive ROPS until repaid in SA Reso—City Loan Agmt—Line 44 Jan.5 2017 Page 4 of 6 RESOLUTION NO. 2017-08 full consistent and in accordance with H&S Code Section 34191.4(b), and to comply with all other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); (iii) provide such notifications as required by the Dissolution Act; and (iv) take such other actions and execute such other documents as are necessary or desirable to effectuate the intent of this Resolution on behalf of the Successor Agency. 5. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that its board would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. 6. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any constitutional, legal or equitable rights that the Successor Agency may have to challenge, through any administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of the Dissolution Act, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of the Dissolution Act, and any and all related legal and factual issues, and the Successor Agency expressly reserves any and all rights, privileges, and defenses available under law and equity. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Oversight Board, the Successor Agency or the City of Huntington Beach 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 Oversight Board, the Successor Agency and the City of Huntington Beach under law and/or in equity. 7. The Successor Agency determines that the activity approved by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity approved by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines. 8. This Resolution shall take effect upon the date of its adoption. /// /// SA Reso—City Loan Agmt—Line 44 Jan.5 2017 Page 5 of 6 RESOLUTION NO. 2017-08 PASSED AND ADOPTED by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting thereof held on the 17th day of January , 2017. Ai k"L "* Chairperson REVIEWW AND APPROVED: INITI 'ND APPROVED: ecidive Director eputy Ex ive Director IYX APPROVED AS oard Counsel SA Reso—City Loan Agmt—Line 44 Jan.5 2017 Page 6 of 6 - Successor Agency Res. No. 2017-08 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, ROBIN ESTANISLAU 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 special meeting held on January 17, 2017 and that is was so adopted by the following vote: AYES: O'Connell, Semeta, Posey, Hardy, Brenden, Peterson NOES: None ABSENT: Delgleize ABSTAIN: None 7i62 Clerk of The Successor Agency to the Redevelopment Agency of the City of Huntington Beach, California ATTACHMENT #7 i RESOLUTION NO. 2017-09 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE HUNTINGTON BEACH REDEVELOPMENT AGENCY FINDING, AND RECOMMENDING TO ITS OVERSIGHT BOARD THAT THE OVERSIGHT BOARD FINDS, THAT THE LOAN MADE BY THE CITY OF HUNTINGTON BEACH TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REGARDING ACQUISITION OF LAND WITHIN THE MAIN-PIER PROJECT AREA FOR PHASE II DEVELOPMENT PROJECTS WAS FOR LEGITIMATE REDEVELOPMENT PURPOSES, AND APPROVING THE LOAN AS AN ENFORCEABLE OBLIGATION AND THE SCHEDULE FOR REPAYMENT OF SAID LOAN BY THE SUCCESSOR AGENCY TO THE CITY OF HUNTINGTON BEACH, IN ACCORDANCE WITH HEALTH AND SAFETY CODE SECTION 34191.4(b) WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Redevelopment 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) ("Redevelopment Law"); and Assembly Bill No.Xl 26 (2011-2012 1st Ex. Sess.) ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the Redevelopment Law and to the California Health and Safety Code ("H&S Code"), including adding Part 1.8 (commencing with Section 34161) ("Part 1.8") and Part 1.85 (commencing with Section 34170) ("Part 1.85") to Division 24 of the H&S Code; and Pursuant to AB 26, as modified by the California Supreme Court on December 29, 2011 by its decision in California Redevelopment Association v. Matosantos, all California redevelopment agencies, including the Redevelopment Agency, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of paying, performing and enforcing the enforceable obligations of the former redevelopment agencies and expeditiously winding down the business and fiscal affairs of the former redevelopment agencies; and The City Council of the City elected for the City to serve as the successor agency to the Redevelopment Agency upon the dissolution of the Redevelopment Agency under AB 26 ("Successor Agency"); and H&S Code 34179 of AB 26 establishes a seven (7) member local entity with respect to each successor agency with fiduciary responsibilities to holders of enforceable obligations and taxing entities that benefit from distributions of property taxes, and such entity is titled the "oversight board." The oversight board has been established for the Successor Agency SA Reso—City Loan Agmt—Line 42 Jan.5 2017 Page 1 of 6 j I i RESOLUTION NO. 2017-09 (hereinafter referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to H&S Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in H&S Code Sections 34179 through 34181 of AB 26; and As part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484"), which amended certain provisions of AB 26. AB 26 and AB 1484, as further amended, are collectively referred to herein as the "Dissolution Act"; and On May 13, 2014, the Department of Finance issued a Finding of Completion to the Successor Agency pursuant to H&S Code Section 34179.7 of the Dissolution Act; and Pursuant to the Dissolution Act, "ROPS" means a "Recognized Obligation Payment Schedule", as set forth in the Dissolution Act; and Pursuant to H&S Code Section 34191.4(b)(1) of the Dissolution Act, after the Successor Agency receives its Finding of Completion and upon application by the Successor Agency and approval of the Oversight Board, loan agreements entered into between the former Redevelopment Agency and the City shall be deemed to be enforceable obligations provided that the Oversight Board makes a finding that the loan was for legitimate redevelopment purposes. Upon the Oversight Board's approval and making of the required finding, the loan is deemed an enforceable obligation and may be listed on a ROPS for repayment, subject to the repayment terms and conditions specified in H&S Code Section 34191.4(b)(2); and The City Council of the City adopted Ordinance Nos. 2576, 2577, 2578, 2582, and 2743 approving and adopting the Redevelopment Plan for the Yorktown-Lake Redevelopment Project, the Redevelopment Plan for the Talbert-Beach Redevelopment Project, the Redevelopment Plan for the Main-Pier Redevelopment Project, the Redevelopment Plan for the Oakview Redevelopment Project, and the Redevelopment Plan for the Huntington Center Commercial District Redevelopment Project, respectively; and The former Redevelopment Agency and the City entered into a Cooperative Agreement, dated June 20, 1983 ("1983 Cooperative Agreement"), by which the City agreed to provide to the former Redevelopment Agency certain assistance and to otherwise cooperate with the former Redevelopment Agency in carrying out redevelopment projects; and Pursuant to the Cooperative Agreement, the former Redevelopment Agency and the City entered into various Operative Agreements for the Yorktown-Lake, Talbert-Beach, Main-Pier, Oakview and Huntington Center Redevelopment Projects (collectively, the "Constituent Projects"), by which the City provided the former Redevelopment Agency with both administrative and/or technical services, constructed required public improvements and facilities as appropriate and necessary, and provided funds to carry out the Constituent Projects; and SA Reso—City Loan Agmt—Line 42 Jan.5 2017 Page 2 of 6 RESOLUTION NO. 2017-09 The Operative Agreements also identified the terms under which the former Redevelopment Agency would reimburse the City for the associated costs of such services, improvements, facilities and funds. The Operative Agreements were amended from time to time; and - The City Council adopted Ordinance No. 3343 on December 16, 1996 amending and merging the Constituent Projects into the Redevelopment Plan for the Huntington Beach Redevelopment Project ("HBRP"); and The City Council adopted Ordinance No. 3561 on June 17, 2002, approving and adopting the Redevelopment Plan for the Southeast Coastal Redevelopment Project ("SCRP"); and The former Redevelopment Agency and the City entered into a Cooperation Agreement, dated September 2, 2003 ("SCRP Cooperation Agreement") regarding redevelopment projects and capital improvements to be carried out in the SCRP Area (the 1983 Cooperative Agreement, the SCRP Cooperation Agreement and the various Operative Agreements (as amended) may collectively be referred to herein as the "Cooperative Agreements"); and Pursuant to the Cooperative Agreements, the City made a loan ("City Loan") to the former Redevelopment Agency to fund the acquisition of land within the Main-Pier Project Area for Phase II development projects. This City Loan pertains to the purchase of land for assemblage of a 4-acre site for a mixed-use project called The Strand. The land was purchased by the former Redevelopment Agency with money advanced by the City, and conveyed to CIM Group pursuant to a Disposition and Development Agreement. The Strand has been completed as required under the Disposition and Development Agreement; and The Successor Agency has recalculated the current outstanding balance of the City Loan in accordance with H&S Code Section 34191.4(b)(3), which provides that any interest on the remaining principal amount of the City Loan shall be recalculated from the date of origination of the City Loan, at a simple interest rate of 3 percent (3%). The year of origination of the City Loan was 1988. The current outstanding balance of the City Loan (recalculated as of September 30, 2016 in accordance with H&S Code Section 34191.4(b)(3)) is $3,453,128; and The Successor Agency desires to find, and to recommend to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; and The Successor Agency further desires to approve the City Loan- as an enforceable obligation of the Successor Agency and to approve the schedule for repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), SA Reso—City Loan Agmt—Line 42 Jan.5 2017 Page 3 of 6 RESOLUTION NO. 2017-09 with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); and The activity proposed for approval by this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq., hereafter the "Guidelines"), and the City's environmental guidelines; and The activity proposed for approval by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity proposed by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the Successor Agency to the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1. The Successor Agency hereby finds and determines that the foregoing recitals are true and correct. 2. The Successor Agency hereby finds, and recommends to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes. 3. The Successor Agency hereby finds and approves the City Loan as an enforceable obligation of the Successor Agency and approves the repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b). 4. The Executive Director, or designee, of the Successor Agency is hereby authorized and directed (i) to submit the Successor Agency's recommendation to its Oversight Board that the Oversight Board find that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; (ii) to include the repayment of the City Loan on ROPS 17-18 and on successive ROPS until repaid in full consistent and in accordance with H&S Code Section 34191.4(b), and to comply with all other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); SA Reso—City Loan Agmt—Line 42 Jan.5 2017 Page 4 of 6 RESOLUTION NO. 2017-09 (iii) provide such notifications as required by the Dissolution Act; and (iv) take such other actions and execute such other documents as are necessary or desirable to effectuate the intent of this Resolution on behalf of the Successor Agency. 5. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that its board would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. 6. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any constitutional, legal or equitable rights that the Successor Agency may have to challenge, through any administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of the Dissolution Act, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of the Dissolution Act, and any and all related legal and factual issues, and the Successor Agency expressly reserves any and all rights, privileges, and defenses available under law and equity. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Oversight Board, the Successor Agency or the City of Huntington Beach 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 Oversight Board, the Successor Agency and the City of Huntington Beach under law and/or in equity. 7. The Successor Agency determines that the activity approved by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity approved by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines. 8. This Resolution shall take effect upon the date of its adoption. SA Reso—City Loan Agmt—Line 42 Jan.5 2017 Page 5 of 6 RESOLUTION NO. 2017-09 PASSED AND ADOPTED by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting thereof held on the 17th day of January , 2017. • Chairperson REVIEW D AND APPROVED: INITIATED AN ROVED: Jql-xeculive Director Deputy ive Director APPROVED FORM: Board Counsel SA Reso—City Loan Agmt—Line 42 Jan.5 2017 Page 6 of 6 i i Successor Agency Res. No. 2017-09 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, ROBIN ESTANISLAU 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 special meeting held on January 17, 2017 and that is was so adopted by the following vote: AYES: O'Connell, Semeta, Posey, Hardy, Brenden, Peterson NOES: None ABSENT: Delgleize ABSTAIN: None Clerk of The Successor Agency to the Redevelopment Agency of the City of Huntington Beach, California ATTAC H M E N T #8 RESOLUTION NO. 2017-10 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE HUNTINGTON BEACH REDEVELOPMENT AGENCY FINDING, AND RECOMMENDING TO ITS OVERSIGHT BOARD THAT THE OVERSIGHT BOARD FINDS, THAT THE LOAN MADE BY THE CITY OF HUNTINGTON BEACH TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REGARDING ACQUISITION OF LAND WITHIN THE MAIN-PIER PROJECT AREA TO IMPLEMENT THE CONSTRUCTION OF PARKING FACILITIES WITHIN THE DOWNTOWN MAIN-PIER AREA WAS FOR LEGITIMATE REDEVELOPMENT PURPOSES, AND APPROVING THE LOAN AS AN ENFORCEABLE OBLIGATION AND THE SCHEDULE FOR REPAYMENT OF SAID LOAN BY THE SUCCESSOR AGENCY TO THE CITY OF HUNTINGTON BEACH, IN ACCORDANCE WITH HEALTH AND SAFETY CODE SECTION 34191.4(b) WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Redevelopment 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) ("Redevelopment Law"); and Assembly Bill No.XI 26 (2011-2012 1st Ex. Sess.) ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the Redevelopment Law and to the California Health and Safety Code ("H&S Code"), including adding Part 1.8 (commencing with Section 34161) ("Part 1.8") and Part 1.85 (commencing with Section 34170) ("Part 1.85") to Division 24 of the H&S Code; and Pursuant to AB 26, as modified by the California Supreme Court on December 29, 2011 by its decision in California Redevelopment Association v. Matosantos, all California redevelopment agencies, including the Redevelopment Agency, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of paying, performing and enforcing the enforceable obligations of the former redevelopment agencies and expeditiously winding down the business and fiscal affairs of the former redevelopment agencies; and The City Council of the City elected for the City to serve as the successor agency to the Redevelopment Agency upon the dissolution of the Redevelopment Agency under AB 26 ("Successor Agency"); and H&S Code 34179 of AB 26 establishes a seven (7) member local entity with respect to each successor agency with fiduciary responsibilities to holders of enforceable obligations and taxing entities that benefit from distributions of property taxes, and such entity is titled the SA Reso—City Loan Agmt—Line 43 Jan.5 2017 Page 1of6 RESOLUTION NO. 2017-10 "oversight board." The oversight board has been established for the Successor Agency (hereinafter referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to H&S Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in H&S Code Sections 34179 through 34181 of AB 26; and As part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484"), which amended certain provisions of AB 26. AB 26 and AB 1484, as further amended, are collectively referred to herein as the "Dissolution Act"; and On May 13, 2014, the Department of Finance issued a Finding of Completion to the Successor Agency pursuant to H&S Code Section 34179.7 of the Dissolution Act; and Pursuant to the Dissolution Act, "ROPS" means a "Recognized Obligation Payment Schedule", as set forth in the Dissolution Act; and Pursuant to H&S Code Section 34191.4(b)(1) of the Dissolution Act, after the Successor Agency receives its Finding of Completion and upon application by the Successor Agency and approval of the Oversight Board, loan agreements entered into between the former Redevelopment Agency and the City shall be deemed to be enforceable obligations provided that the Oversight Board makes a finding that the loan was for legitimate redevelopment purposes. Upon the Oversight Board's approval and making of the required finding, the loan is deemed an enforceable obligation and may be listed on a ROPS for repayment, subject to the repayment terms and conditions specified in H&S Code Section 34191.4(b)(2); and The City Council of the City adopted Ordinance Nos. 2576, 2577, 2578, 2582, and 2743 approving and adopting the Redevelopment Plan for the Yorktown-Lake Redevelopment Project, the Redevelopment Plan for the Talbert-Beach Redevelopment Project, the Redevelopment Plan for the Main-Pier Redevelopment Project, the Redevelopment Plan for the Oakview Redevelopment Project, and the Redevelopment Plan for the Huntington Center Commercial District Redevelopment Project, respectively; and The former Redevelopment Agency and the City entered into a Cooperative Agreement, dated June 20, 1983 ("1983 Cooperative Agreement"), by which the City agreed to provide to the former Redevelopment Agency certain assistance and to otherwise cooperate with the former Redevelopment Agency in carrying out redevelopment projects; and Pursuant to the Cooperative Agreement, the former Redevelopment Agency and the City entered into various Operative Agreements for the Yorktown-Lake, Talbert-Beach, Main-Pier, Oakview and Huntington Center Redevelopment Projects (collectively, the "Constituent Projects"), by which the City provided the former Redevelopment Agency with both administrative and/or technical services, constructed required public improvements and facilities SA Reso—City Loan Agmt—Line 43 Jan.5 2017 Page 2 of 6 RESOLUTION NO. 2017-10 as appropriate and necessary, and provided funds to carry out the Constituent Projects; and The Operative Agreements also identified the terms under which the former Redevelopment Agency would reimburse the City for the associated costs of such services, improvements, facilities and funds. The Operative Agreements were amended from time to time; and The City Council adopted Ordinance No. 3343 on December 16, 1996 amending and merging the Constituent Projects into the Redevelopment Plan for the Huntington Beach Redevelopment Project ("HBRP"); and The City Council adopted Ordinance No. 3561 on June 17, 2002, approving and adopting the Redevelopment Plan for the Southeast Coastal Redevelopment Project ("SCRP"); and The former Redevelopment Agency and the City entered into a Cooperation Agreement, dated September 2, 2003 ("SCRP Cooperation Agreement") regarding redevelopment projects and capital improvements to be carried out in the SCRP Area (the 1983 Cooperative Agreement, the SCRP Cooperation Agreement and the various Operative Agreements (as amended) may collectively be referred to herein as the "Cooperative Agreements"); and Pursuant to the Cooperative Agreements, the City made a loan ("City Loan") to the former Redevelopment Agency to fund the acquisition of land within the Main-Pier Project Area to implement the construction of parking facilities within the Downtown Main-Pier area. This City Loan pertains to the purchase of land for construction of a public parking structure. The parking structure was built with 1989 Certificates of Participation. The former Redevelopment Agency was required to purchase the land with money advanced from the City, and the Certificates of Participation paid for construction expenses; and The Successor Agency has recalculated the current outstanding balance of the City Loan in accordance with H&S Code Section 34191.4(b)(3), which provides that any interest on the remaining principal amount of the City Loan shall be recalculated from the date of origination of the City Loan, at a simple interest rate of 3 percent (3%). The years of origination of the City Loan were 1988 and 1990. The current outstanding balance of the City Loan (recalculated as of September 30, 2016 in accordance with H&S Code Section 34191.4(b)(3)) is $2,458,700; and The Successor Agency desires to find, and to recommend to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; and The Successor Agency further desires to approve the City Loan as an enforceable obligation of the Successor Agency and to approve the schedule for repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in SA Reso—City Loan Agmt—Line 43 Jan.5 2017 Page 3 of 6 RESOLUTION NO. 2017-10 accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); and The activity proposed for approval by this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq., hereafter the "Guidelines"), and the City's environmental guidelines; and The activity proposed for approval by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity proposed by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the Successor Agency to the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1. The Successor Agency hereby finds and determines that the foregoing recitals are true and correct. 2. The Successor Agency hereby finds, and recommends to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes. 3. The Successor Agency hereby finds and approves the City Loan as an enforceable obligation of the Successor Agency and approves the repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b). 4. The Executive Director, or designee, of the Successor Agency is hereby authorized and directed (i) to submit the Successor Agency's recommendation to its Oversight Board that the Oversight Board find that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; (ii) to include the repayment of the City Loan on ROPS 17-18 and on successive ROPS until repaid in full consistent and in accordance with H&S Code Section 34191.4(b), and to comply with all SA Reso—City Loan Agmt—Line 43 Jan.5 2017 Page 4 of 6 RESOLUTION NO. 2017-10 other applicable loan repayment terns and conditions set forth in H&S Code Section 34191.4(b); (iii) provide such notifications as required by the Dissolution Act; and (iv) take such other actions and execute such other documents as are necessary or desirable to effectuate the intent of this Resolution on behalf of the Successor Agency. 5. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that its board would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. 6. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any constitutional, legal or equitable rights that the Successor Agency may have to challenge, through any administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of the Dissolution Act, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of the Dissolution Act, and any and all related legal and factual issues, and the Successor Agency expressly reserves any and all rights, privileges, and defenses available under law and equity. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Oversight Board, the Successor Agency or the City of Huntington Beach 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 Oversight Board, the Successor Agency and the City of Huntington Beach under law and/or in equity. 7. The Successor Agency determines that the activity approved by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity approved by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines. 8. This Resolution shall take effect upon the date of its adoption. SA Reso—City Loan Agmt—Line 43 Jan.5 2017 Page 5 of 6 RESOLUTION NO. 2017-10 PASSED AND ADOPTED by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting thereof held on the 17th day of January , 2017. e airpJrson REVIEWE AND APPROVED: MTIAT ND VED: 4111k �,.704X-, ec tiv Director Deputy Executive Director APPROVED A O . oard Couns SA Reso—City Loan Agmt—Line 43 Jan.5 2017 Page 6 of 6 Successor Agency Res. No. 2017-10 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, J ROBIN ESTANISLAU 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 special meeting held on January 17, 2017 and that is was so adopted by the following vote: AYES: O'Connell, Semeta, Posey, Hardy, Brenden, Peterson NOES: None ABSENT: Delgleize ABSTAIN: None 44M Clerk of The Successor Agency to the Redevelopment Agency of the City of Huntington Beach, California ATTAC H M E N T #9 Cam- icy RESOLUTION NO. 2017-11 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE HUNTINGTON BEACH REDEVELOPMENT AGENCY FINDING, AND RECOMMENDING TO ITS OVERSIGHT BOARD THAT THE OVERSIGHT BOARD FINDS, THAT THE LOAN MADE BY THE CITY OF HUNTINGTON BEACH TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REGARDING LAND AND RIGHT-OF-WAY ACQUISITION COSTS CONNECTED WITH THE GOTHARD-HOOVER EXTENSION PROJECT AND DEVELOPMENT OF A PUBLIC STORAGE FACILITY IN THE HUNTINGTON BEACH REDEVELOPMENT PROJECT WAS FOR LEGITIMATE REDEVELOPMENT PURPOSES, AND APPROVING THE LOAN AS AN ENFORCEABLE OBLIGATION AND THE SCHEDULE FOR REPAYMENT OF SAID LOAN BY THE SUCCESSOR AGENCY TO THE CITY OF HUNTINGTON BEACH, IN ACCORDANCE WITH HEALTH AND SAFETY CODE SECTION 34191.4(b) WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Redevelopment 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) ("Redevelopment Law"); and Assembly Bill No.X1 26 (2011-2012 1st Ex. Sess.) ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the Redevelopment Law and to the California Health and Safety Code ("H&S Code"), including adding Part 1.8 (commencing with Section 34161) ("Part 1.8") and Part 1.85 (commencing with Section 34170) ("Part 1.85") to Division 24 of the H&S Code; and Pursuant to AB 26, as modified by the California Supreme Court on December 29, 2011 by its decision in California Redevelopment Association v. Matosantos, all California redevelopment agencies, including the Redevelopment Agency, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of paying, performing and enforcing the enforceable obligations of the former redevelopment agencies and expeditiously winding down the business and fiscal affairs of the former redevelopment agencies; and The City Council of the City elected for the City to serve as the successor agency to the Redevelopment Agency upon the dissolution of the Redevelopment Agency under AB 26 ("Successor Agency"); and H&S Code 34179 of AB 26 establishes a seven (7) member local entity with respect to each successor agency with fiduciary responsibilities to holders of enforceable obligations and SA Reso—City Loan Agmt—Line 41 Jan.5 2017 Page 1 of 6 RESOLUTION NO. 2017-11 taxing entities that benefit from distributions of property taxes, and such entity is titled the "oversight board." The oversight board has been established for the Successor Agency (hereinafter referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to H&S Code Section 34179. The duties and responsibilities of the,Oversight Board are primarily set forth in H&S Code Sections 34179 through 34181 of AB 26; and As part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484"), which amended certain provisions of AB 26. AB 26 and AB 1484, as further amended, are collectively referred to herein as the "Dissolution Act"; and On May 13, 2014, the Department of Finance issued a Finding of Completion to the Successor Agency pursuant to H&S Code Section 34179.7 of the Dissolution Act; and Pursuant to the Dissolution Act, "ROPS" means a "Recognized Obligation Payment Schedule", as set forth in the Dissolution Act; and Pursuant to H&S Code Section 34191.4(b)(1) of the Dissolution Act, after the Successor Agency receives its Finding of Completion and upon application by the Successor Agency and approval of the Oversight Board, loan agreements entered into between the former Redevelopment Agency and the City shall be deemed to be enforceable obligations provided that the Oversight Board makes a finding that the loan was for legitimate redevelopment purposes. Upon the Oversight Board's approval and making of the required finding, the loan is deemed an enforceable obligation and may be listed on a ROPS for repayment, subject to the repayment terms and conditions specified in H&S Code Section 34191.4(b)(2); and The City Council of the City adopted Ordinance Nos. 2576, 2577, 2578, 2582, and 2743 approving and adopting the Redevelopment Plan for the Yorktown-Lake Redevelopment Project, the Redevelopment Plan for the Talbert-Beach Redevelopment Project, the Redevelopment Plan for the Main-Pier Redevelopment Project, the Redevelopment Plan for the Oakview Redevelopment Project, and the Redevelopment Plan for the Huntington Center Commercial District Redevelopment Project, respectively; and The former Redevelopment Agency and the City entered into a Cooperative Agreement, dated June 20, 1983 ("1983 Cooperative Agreement"), by which the City agreed to provide to the former Redevelopment Agency certain assistance and to otherwise cooperate with the former Redevelopment Agency in carrying out redevelopment projects; and Pursuant to the Cooperative Agreement, the former Redevelopment Agency and the City entered into various Operative Agreements for the Yorktown-Lake, Talbert-Beach, Main-Pier, Oakview and Huntington Center Redevelopment Projects (collectively, the "Constituent Projects"), by which the City provided the former Redevelopment Agency with both SA Reso—City Loan Agmt—Line 41 Jan.5 2017 Page 2of6 RESOLUTION NO. 2017-1 j administrative and/or technical services, constructed required public improvements and facilities as appropriate and necessary, and provided funds to carry out the Constituent Projects; and The Operative Agreements also identified the terms under which the former Redevelopment Agency would reimburse the City for the associated costs of such services, improvements, facilities and funds. The Operative Agreements were amended from time to time; and The City Council adopted Ordinance No. 3343 on December 16, 1996 amending and merging the Constituent Projects into the Redevelopment Plan for the Huntington Beach Redevelopment Project ("HBRP"); and The City Council adopted Ordinance No. 3561 on June 17, 2002, approving and adopting the Redevelopment Plan for the Southeast Coastal Redevelopment Project ("SCRP"); and The former Redevelopment Agency and the City entered into a Cooperation Agreement, dated September 2, 2003 ("SCRP Cooperation Agreement") regarding redevelopment projects and capital improvements to be carried out in the SCRP Area (the 1983 Cooperative Agreement, the SCRP Cooperation Agreement and the various Operative Agreements (as amended) may collectively be referred to herein as the "Cooperative Agreements"); and Pursuant to the Cooperative Agreements, the City made a loan ("City Loan") to the former Redevelopment Agency to fund land and right-of-way acquisition costs connected with the Gothard-Hoover Extension project and development of a public storage facility in the Huntington Beach Redevelopment Project. This City Loan pertains to the purchase of land by the former Redevelopment Agency with money advanced by the City for three parcels of property. The former Redevelopment Agency entered into a Disposition and Development Agreement for development of the site; and The Successor Agency has recalculated the current outstanding balance of the City Loan in accordance with H&S Code Section 34191.4(b)(3), which provides that any interest on the remaining principal amount of the City Loan shall be recalculated from the date of origination of the City Loan, at a simple interest rate of 3 percent (3%). The year of origination of the City Loan was 1987. The current outstanding balance of the City Loan (recalculated as of September 30, 2016 in accordance with H&S Code Section 34191.4(b)(3)) is $2,898,752; and The Successor Agency desires to find, and to recommend to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; and The Successor Agency further desires to approve the City Loan as an enforceable obligation of the Successor Agency and to approve the schedule for repayment of the City Loan SA Reso—City Loan Agmt—Line 41 Jan.5 2017 Page 3 of 6 RESOLUTION NO. 2017-11 as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); and The activity proposed for approval by this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq., hereafter the "Guidelines"), and the City's environmental guidelines; and The activity proposed for approval by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity proposed by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the Successor Agency to the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1. The Successor Agency hereby finds and determines that the foregoing recitals are true and correct. 2. The Successor Agency hereby finds, and recommends to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes. 3. The Successor Agency hereby finds and approves the City Loan as an enforceable obligation of the Successor Agency and approves the repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b). 4. The Executive Director, or designee, of the Successor Agency is hereby authorized and directed (i) to submit the Successor Agency's recommendation to its Oversight Board that the Oversight Board find that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; (ii) to include the repayment of the City Loan on ROPS 17-18 and on successive ROPS until repaid in SA Reso—City Loan Agmt—Line 41 Jan.5 2017 Page 4 of 6 RESOLUTION NO. 2017-1J full consistent and in accordance with H&S Code Section 34191.4(b), and to comply with all other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); (iii) provide such notifications as required by the Dissolution Act; and (iv) take such other actions and execute such other documents as are necessary or desirable to effectuate the intent of this Resolution on behalf of the Successor Agency. 5. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that its board would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. 6. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any constitutional, legal or equitable rights that the Successor Agency may have to challenge, through any administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of the Dissolution Act, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of the Dissolution Act, and any and all related legal and factual issues, and the Successor Agency expressly reserves any and all rights, privileges, and defenses available under law and equity. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Oversight Board, the Successor Agency or the City of Huntington Beach 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 Oversight Board, the Successor Agency and the City of Huntington Beach under law and/or in equity. 7. The Successor Agency determines that the activity approved by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity approved by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines. 8. This Resolution shall take effect upon the date of its adoption. /// SA Reso—City Loan Agmt—Line 41 Jan.5 2017 Page 5 of 6 RESOLUTION NO. 2017-11 PASSED AND ADOPTED by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting thereof held on the 17th day of January , 2017. Chairperson REVIEWE AND APPROVED: INITIATE AND ROVED: cuti Director Deputy Executiq irector APPROVED A O M. oard Counsel SA Reso—City Loan Agmt—Line 41 Jan.5 2017 Page 6 of 6 Successor Agency Res. No. 2017-11 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, ROBIN ESTANISLAU 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 special meeting held on January 17, 2017 and that is was so adopted by the following vote: AYES: O'Connell, Semeta, Posey, Hardy, Brenden, Peterson NOES: None ABSENT: Delgleize ABSTAIN: None Clerk of`The Successor Agency to the Redevelopment Agency of the City of Huntington Beach, California ATTACHMENT # 10 RESOLUTION NO. 2017-12 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE HUNTINGTON BEACH REDEVELOPMENT AGENCY FINDING, AND RECOMMENDING TO ITS OVERSIGHT BOARD THAT THE OVERSIGHT BOARD FINDS, THAT THE LOAN MADE BY THE CITY OF HUNTINGTON BEACH TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REGARDING FY 2004-05 CAPITAL PROJECTS WAS FOR LEGITIMATE REDEVELOPMENT PURPOSES, AND APPROVING THE LOAN AS AN ENFORCEABLE OBLIGATION AND THE SCHEDULE FOR REPAYMENT OF SAID LOAN BY THE SUCCESSOR AGENCY TO THE CITY OF HUNTINGTON BEACH, IN ACCORDANCE WITH HEALTH AND SAFETY CODE SECTION 34191.4(b) WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Redevelopment 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) ("Redevelopment Law"); and Assembly Bill No.Xl 26 (2011-2012 1st Ex. Sess.) ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the Redevelopment Law and to the California Health and Safety Code ("H&S Code"), including adding Part 1.8 (commencing with Section 34161) ("Part 1.8") and Part 1.85 (commencing with Section 34170) ("Part 1.85") to Division 24 of the H&S Code; and Pursuant to AB 26, as modified by the California Supreme Court on December 29, 2011 by its decision in California Redevelopment Association v. Matosantos, all California redevelopment agencies, including the Redevelopment Agency, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of paying, performing and enforcing the enforceable obligations of the former redevelopment agencies and expeditiously winding down the business and fiscal affairs of the former redevelopment agencies; and The City Council of the City elected for the City to serve as the successor agency to the Redevelopment Agency upon the dissolution of the Redevelopment Agency under AB 26 ("Successor Agency"); and H&S Code 34179 of AB 26 establishes a seven (7) member local entity with respect to each successor agency with fiduciary responsibilities to holders of enforceable obligations and taxing entities that benefit from distributions of property taxes, and such entity is titled the "oversight board." The oversight board has been established for the Successor Agency (hereinafter referred to as the "Oversight Board") and all seven (7) members have been SA Reso—City Loan Agrat—FY 04-05 Capital Projects Jan.5 2017 Page 1 of 6 RESOLUTION NO. 2017-12 appointed to the Oversight Board pursuant to H&S Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in H&S Code Sections 34179 through 34181 of AB 26; and As part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484"), which amended certain provisions of AB 26. AB 26 and AB 1484, as further amended, are collectively referred to herein as the "Dissolution Act"; and On May 13, 2014, the Department of Finance issued a Finding of Completion to the Successor Agency pursuant to H&S Code Section 34179.7 of the Dissolution Act; and Pursuant to the Dissolution Act, "ROPS" means a "Recognized Obligation Payment Schedule", as set forth in the Dissolution Act; and Pursuant to H&S Code Section 34191.4(b)(1) of the Dissolution Act, after the Successor Agency receives its Finding of Completion and upon application by the Successor Agency and approval of the Oversight Board, loan agreements entered into between the former Redevelopment Agency and the City shall be deemed to be enforceable obligations provided that the Oversight Board makes a finding that the loan was for legitimate redevelopment purposes. Upon the Oversight Board's approval and making of the required finding, the loan is deemed an enforceable obligation and may be listed on a ROPS for repayment, subject to the repayment terms and conditions specified in H&S Code Section 34191.4(b)(2); and The City Council of the City adopted Ordinance Nos. 2576, 2577, 2578, 2582, and 2743 approving and adopting the Redevelopment Plan for the Yorktown-Lake Redevelopment Project, the Redevelopment Plan for the Talbert-Beach Redevelopment Project, the Redevelopment Plan for the Main-Pier Redevelopment Project, the Redevelopment Plan for the Oakview Redevelopment Project, and the Redevelopment Plan for the Huntington Center Commercial District Redevelopment Project, respectively; and The former Redevelopment Agency and the City entered into a Cooperative Agreement, dated June 20, 1983 ("1983 Cooperative Agreement"), by which the City agreed to provide to the former Redevelopment Agency certain assistance and to otherwise cooperate with the former Redevelopment Agency in carrying out redevelopment projects; and Pursuant to the Cooperative Agreement, the former Redevelopment Agency and the City entered into various Operative Agreements for the Yorktown-Lake, Talbert-Beach, Main-Pier, Oakview and Huntington Center Redevelopment Projects (collectively, the "Constituent Projects"), by which the City provided the former Redevelopment Agency with both administrative and/or technical services, constructed required public improvements and facilities as appropriate and necessary, and provided funds to carry out the Constituent Projects; and SA Reso—City Loan Agmt—FY 04-05 Capital Projects Jan.5 2017 Page 2 of 6 I RESOLUTION NO. 2017-12 The Operative Agreements also identified the terms under which the former Redevelopment Agency would reimburse the City for the associated costs of such services, improvements, facilities and funds. The Operative Agreements were amended from time to time; and The City Council adopted Ordinance No. 3343 on December 16, 1996 amending and merging the Constituent Projects into the Redevelopment Plan for the Huntington Beach Redevelopment Project("HBRP"); and The City Council adopted Ordinance No. 3561 on June 17, 2002, approving and adopting the Redevelopment Plan for the Southeast Coastal Redevelopment Project ("SCRP"); and The former Redevelopment Agency and the City entered into a Cooperation Agreement, dated September 2, 2003 ("SCRP Cooperation Agreement") regarding redevelopment projects and capital improvements to be carried out in the SCRP Area (the 1983 Cooperative Agreement, the SCRP Cooperation Agreement and the various Operative Agreements (as amended) may collectively be referred to herein as the "Cooperative Agreements"); and Pursuant to the Cooperative Agreements, the City made a loan ("City Loan") to the former Redevelopment Agency for the funding of various capital projects in FY 2004/05 in the SCRP Area; and The Successor Agency has recalculated the current outstanding balance of the City Loan in accordance with H&S Code Section 34191.4(b)(3), which provides that any interest on the remaining principal amount of the City Loan shall be recalculated from the date of origination of the City Loan, at a simple interest rate of 3 percent (3%). The year of origination of the City Loan was 2005. The current outstanding balance of the City Loan (recalculated as of September 30, 2016 in accordance with H&S Code Section 34191.4(b)(3)) is $283,211; and The Successor Agency desires to find, and to recommend to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; and The Successor Agency further desires to approve the City Loan as an enforceable obligation of the Successor Agency and to approve the schedule for repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); and SA Reso—City Loan Agmt—FY 04-05 Capital Projects Jan.5 2017 Page 3 of 6 RESOLUTION NO. 2017-12 The activity proposed for approval by this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq., hereafter the "Guidelines"), and the City's environmental guidelines; and The activity proposed for approval by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity proposed by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the Successor Agency to the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1. The Successor Agency hereby finds and determines that the foregoing recitals are true and correct. 2. The Successor Agency hereby finds, and recommends to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes. 3. The Successor Agency hereby finds and approves the City Loan as an enforceable obligation of the Successor Agency and approves the repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b). 4. The Executive Director, or designee, of the Successor Agency is hereby authorized and directed (i) to submit the Successor Agency's recommendation to its Oversight Board that the Oversight Board find that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; (ii) to include the repayment of the City Loan on ROPS 17-18 and on successive ROPS until repaid in full consistent and in accordance with H&S Code Section 34191.4(b), and to comply with all other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); (iii) provide such notifications as required by the Dissolution Act; and (iv) take such other actions and execute such other documents as are necessary or desirable to effectuate the intent of this Resolution on behalf of the Successor Agency. 5. If any provision of this Resolution or the application of any such provision to any SA Reso—City Loan Agmt—FY 04-05 Capital Projects Jan.5 2017 Page 4of6 RESOLUTION NO. 2017-12 person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that its board would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. 6. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any constitutional, legal or equitable rights that the Successor Agency may have to challenge, through any administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of the Dissolution Act, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of the Dissolution Act, and any and all related legal and factual issues, and the Successor Agency expressly reserves any and all rights, privileges, and defenses available under law and equity. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Oversight Board, the Successor Agency or the City of Huntington Beach 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 Oversight Board, the Successor Agency and the City of Huntington Beach under law and/or in equity. 7. The Successor Agency determines that the activity approved by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity approved by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines. 8. This Resolution shall take effect upon the date of its adoption. /// /// SA Reso—City Loan Agmt—FY 04-05 Capital Projects Jan.5 2017 Page 5 of 6 RESOLUTION NO. 2017-12 PASSED AND ADOPTED by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting thereof held on the 17th day of January , 2017. Chairperson REVIEWE AND :PROVED: INITIATED AND 7VED: E cutivk Director Deputy Executive erector APPROVED A z 7 oard Counsel SA Reso—City Loan Agmt—FY 04-05 Capital Projects Jan.5 2017 Page 6 of 6 Successor Agency Res. No. 2017-12 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, ROBIN ESTANISLAU 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 special meeting held on January 17, 2017 and that is was so adopted by the following vote: AYES: O'Connell, Semeta, Posey, Hardy, Brenden, Peterson NOES: None ABSENT: Delgleize ABSTAIN: None Clerk of',The Successor Agency to the Redevelopment Agency of the City of Huntington Beach, California ATTACHMENT # 11 RESOLUTION NO. 2017-13 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE HUNTINGTON BEACH REDEVELOPMENT AGENCY FINDING, AND RECOMMENDING TO ITS OVERSIGHT BOARD THAT THE OVERSIGHT BOARD FINDS, THAT THE LOAN MADE BY THE CITY OF HUNTINGTON BEACH TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REGARDING THE EMERALD COVE PROPERTY TRANSFER WAS FOR LEGITIMATE REDEVELOPMENT PURPOSES, AND APPROVING THE LOAN AS AN ENFORCEABLE OBLIGATION AND THE SCHEDULE FOR REPAYMENT OF SAID LOAN BY THE SUCCESSOR AGENCY TO THE CITY OF HUNTINGTON BEACH, IN ACCORDANCE WITH HEALTH AND SAFETY CODE SECTION 34191.4(b) WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Redevelopment 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) ("Redevelopment Law"); and Assembly Bill No.X1 26 (2011-2012 1st Ex. Sess.) ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the Redevelopment Law and to the California Health and Safety Code ("H&S Code"), including adding Part 1.8 (commencing with Section 34161) ("Part 1.8") and Part 1.85 (commencing with Section 34170) ("Part 1.85") to Division 24 of the H&S Code; and Pursuant to AB 26, as modified by the California Supreme Court on December 29, 2011 by its decision in California Redevelopment Association v. Matosantos, all California redevelopment agencies, including the Redevelopment Agency, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of paying, performing and enforcing the enforceable obligations of the former redevelopment agencies and expeditiously winding down the business and fiscal affairs of the former redevelopment agencies; and The City Council of the City elected for the City to serve as the successor agency to the Redevelopment Agency upon the dissolution of the Redevelopment Agency under AB 26 ("Successor Agency"); and H&S Code 34179 of AB 26 establishes a seven (7) member local entity with respect to each successor agency with fiduciary responsibilities to holders of enforceable obligations and taxing entities that benefit from distributions of property taxes, and such entity is titled the "oversight board." The oversight board has been established for the Successor Agency SA Reso—City Loan Agnt-Emerald Cove Property Transfer Jan.5 2017 Page 1 of 6 RESOLUTION NO. 2017-13 (hereinafter referred to as the "Oversight Board") and all seven (7) members have been appointed to the Oversight Board pursuant to H&S Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in H&S Code Sections 34179 through 34181 of AB 26; and As part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484"), which amended certain provisions of AB 26. AB 26 and AB 1484, as further amended, are collectively referred to herein as the "Dissolution Act"; and On May 13, 2014, the Department of Finance issued a Finding of Completion to the Successor Agency pursuant to H&S Code Section 34179.7 of the Dissolution Act; and Pursuant to the Dissolution Act, "ROPS" means a "Recognized Obligation Payment Schedule", as set forth in the Dissolution Act; and Pursuant to H&S Code Section 34191.4(b)(1) of the Dissolution Act, after the Successor Agency receives its Finding of Completion and upon application by the Successor Agency and approval of the Oversight Board, loan agreements entered into between the former Redevelopment Agency and the City shall be deemed to be enforceable obligations provided that the Oversight Board makes a finding that the loan was for legitimate redevelopment purposes. Upon the Oversight Board's approval and making of the required finding, the loan is deemed an enforceable obligation and may be listed on a ROPS for repayment, subject to the repayment terms and conditions specified in H&S Code Section 34191.4(b)(2); and The City Council of the City adopted Ordinance Nos. 2576, 2577, 2578, 2582, and 2743 approving and adopting the Redevelopment Plan for the Yorktown-Lake Redevelopment Project, the Redevelopment Plan for the Talbert-Beach Redevelopment Project, the Redevelopment Plan for the Main-Pier Redevelopment Project, the Redevelopment Plan for the Oakview Redevelopment Project, and the Redevelopment Plan for the Huntington Center Commercial District Redevelopment Project, respectively; and The former Redevelopment Agency and the City entered into a Cooperative Agreement, dated June 20, 1983 ("1983 Cooperative Agreement"), by which the City agreed to provide to the former Redevelopment Agency certain assistance and to otherwise cooperate with the former Redevelopment Agency in carrying out redevelopment projects; and Pursuant to the Cooperative Agreement, the former Redevelopment Agency and the City entered into various Operative Agreements for the Yorktown-Lake, Talbert-Beach, Main-Pier, Oakview and Huntington Center Redevelopment Projects (collectively, the "Constituent Projects"), by which the City provided the former Redevelopment Agency with both administrative and/or technical services, constructed required public improvements and facilities as appropriate and necessary, and provided funds to carry out the Constituent Projects; and SA Reso—City Loan Agmt-Emerald Cove Property Transfer Jan.5 2017 Page 2 of 6 RESOLUTION NO. 2017-13 The Operative Agreements also identified the terms under which the former Redevelopment Agency would reimburse the City for the associated costs of such services, improvements, facilities and funds. The Operative Agreements were amended from time to time; and The City Council adopted Ordinance No. 3343 on December 16, 1996 amending and merging the Constituent Projects into the Redevelopment Plan for the Huntington Beach Redevelopment Project("HBRP"); and The City Council adopted Ordinance No. 3561 on June 17, 2002, approving and adopting the Redevelopment Plan for the Southeast Coastal Redevelopment Project("SCRP"); and The former Redevelopment Agency and the City entered into a Cooperation Agreement, dated September 2, 2003 ("SCRP Cooperation Agreement") regarding redevelopment projects and capital improvements to be carried out in the SCRP Area(the 1983 Cooperative Agreement, the SCRP Cooperation Agreement and the various Operative Agreements (as amended) may collectively be referred to herein as the "Cooperative Agreements"); and Pursuant to the Cooperative Agreements, in 1984, the City of Huntington Beach's Park & Acquisition Fund advanced $1,740,834 ("City Loan") to the former Redevelopment Agency to acquire certain real property in the City upon which the Emerald Cove Senior Housing Project is built("Emerald Cove Property"). The City Loan is evidenced by a Promissory Note between the City and the former Redevelopment Agency. In that same year, the former Redevelopment Agency sold $4.6 million of Certificates of Participation("COPS") to finance the construction of the Emerald Cove Senior Housing Project, which COPS were defeased in 2000 with the issuance of COPS by the City's Public Financing Authority. As a result of the defeasance, the City retained possession of Emerald Cove Property. The defeasance of the former Redevelopment Agency's COPS did not discharge the former Redevelopment Agency's obligation to repay the City for the acquisition of the Emerald Cove Property. Subsequent to the bond defeasance, the City transferred fee title to the former Redevelopment Agency of the Emerald Cove Property. The transfer of and use by the former Redevelopment Agency of the Emerald Cove Property was for a lawful purpose; and The Successor Agency has recalculated the current outstanding balance of the City Loan in accordance with H&S Code Section 34191.4(b)(3), which provides that any interest on the remaining principal amount of the City Loan shall be recalculated from the date of origination of the City Loan, at a simple interest rate of 3 percent (3%). The year of origination of the City Loan was 2009. The current outstanding balance of the City Loan (recalculated as of September 30, 2016 in accordance with H&S Code Section 34191.4(b)(3)) is $5,676,433; and The Successor Agency desires to find, and to recommend to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan was SA Reso—City Loan Agmt-Emerald Cove Property Transfer Jan.5 2017 Page 3 of 6 RESOLUTION NO. 2017-13 made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; and The Successor Agency further desires to approve the City Loan as an enforceable obligation of the Successor Agency and to approve the schedule for repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); and The activity proposed for approval by this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq., hereafter the "Guidelines"), and the City's environmental guidelines; and The activity proposed for approval by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity proposed by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, the Successor Agency to the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1. , The Successor Agency hereby finds and determines that the foregoing recitals are true and correct. 2. The Successor Agency hereby finds, and recommends to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes. 3. The Successor Agency hereby finds and approves the City Loan as an enforceable obligation of the Successor Agency and approves the repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b). SA Reso—City Loan Agmt-Emerald Cove Property Transfer Jan.5 2017 Page 4 of 6 RESOLUTION NO. 2017-13 4. The Executive Director, or designee, of the Successor Agency is hereby authorized and directed (i) to submit the Successor Agency's recommendation to its Oversight Board that the Oversight Board find that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; (ii) to include the repayment of the City Loan on ROPS 17-18 and on successive ROPS until repaid in full consistent and in accordance with H&S Code Section 34191.4(b), and to comply with all other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); (iii) provide such notifications as required by the Dissolution Act; and (iv) take such other actions and execute such other documents as are necessary or desirable to effectuate the intent of this Resolution on behalf of the Successor Agency. 5. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that its board would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. 6. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any constitutional, legal or equitable rights that the Successor Agency may have 'to challenge, through any administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of the Dissolution Act, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of the Dissolution Act, and any and all related legal and factual issues, and the Successor Agency expressly reserves any and all rights, privileges, and defenses available under law and equity. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Oversight Board, the Successor Agency or the City of Huntington Beach 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 Oversight Board,the Successor Agency and the City of Huntington Beach under law and/or in equity. 7. The Successor Agency determines that the activity approved by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity approved by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines. 8. This Resolution shall take effect upon the date of its adoption. SA Reso—City Loan Agmt-Emerald Cove Property Transfer Jan.5 2017 Page 5 of 6 RESOLUTION NO. 2017-13 PASSED AND ADOPTED by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting thereof held on the 17th day of January , 2017. Chairperson REVIEWED AND APPROVED: INITIATED AND VED: l ecuti e Director Deputy Executive Director APPROVED O FORM: Board Counsel SA Reso—City Loan Agmt-Emerald Cove Property Transfer Jan.5 2017 Page 6 of 6 Successor Agency Res. No. 2017-13 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, ROBIN ESTANISLAU 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 special meeting held on January 17, 2017 and that is was so adopted by the following vote: AYES: O'Connell, Semeta, Posey, Hardy, Brenden, Peterson NOES: None ABSENT: Delgleize ABSTAIN: None Clerk of The Successor Agency to the Redevelopment Agency of the City of Huntington Beach, California ATTACHMENT # 12 RESOLUTION NO. 2017-14 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE HUNTINGTON BEACH REDEVELOPMENT AGENCY FINDING, AND RECOMMENDING TO ITS OVERSIGHT BOARD THAT THE OVERSIGHT BOARD FINDS, THAT THE LOAN MADE BY THE CITY OF HUNTINGTON BEACH TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REGARDING ' THE EMERALD COVE BONDS WAS FOR LEGITIMATE REDEVELOPMENT PURPOSES, AND APPROVING THE LOAN AS AN ENFORCEABLE OBLIGATION AND THE SCHEDULE FOR REPAYMENT OF SAID LOAN BY THE SUCCESSOR AGENCY TO THE CITY OF HUNTINGTON BEACH, IN ACCORDANCE WITH HEALTH AND SAFETY CODE SECTION 34191.4(b) WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Redevelopment 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) ("Redevelopment Law"); and Assembly Bill No.XI 26 (2011-2012 1st Ex. Sess.) ("AB 26") was signed by the Governor of California on June 28, 2011, making certain changes to the Redevelopment Law and to the California Health and Safety Code ("H&S Code"), including adding Part 1.8 (commencing with Section 34161) ("Part 1.8") and Part 1.85 (commencing with Section 34170) ("Part 1.85") to Division 24 of the H&S Code; and Pursuant to AB 26, as modified by the California Supreme Court on December 29, 2011 by its decision in California Redevelopment Association v. Matosantos, all California redevelopment agencies, including the Redevelopment Agency, were dissolved on February 1, 2012, and successor agencies were designated and vested with the responsibility of paying, performing and enforcing the enforceable obligations of the former redevelopment agencies and expeditiously winding down the business and fiscal affairs of the former redevelopment agencies; and The City Council of the City elected for the City to serve as the successor agency to the Redevelopment Agency upon the dissolution of the Redevelopment Agency under AB 26 ("Successor Agency"); and H&S Code 34179 of AB 26 establishes a seven (7) member local entity with respect to each successor agency with fiduciary responsibilities to holders of enforceable obligations and taxing entities that benefit from distributions of property taxes, and such entity is titled the "oversight board." The oversight board has been established for the Successor Agency (hereinafter referred to as the "Oversight Board") and all seven (7) members have been SA Reso—City Loan Agmt-Emerald Cove Bonds Jan.5 2017 Page 1 of 6 i RESOLUTION NO. 2017-14 appointed to the Oversight Board pursuant to H&S Code Section 34179. The duties and responsibilities of the Oversight Board are primarily set forth in H&S Code Sections 34179 through 34181 of AB 26; and As part of the FY 2012-2013 State budget package, on June 27, 2012, the Legislature passed and the Governor signed Assembly Bill No. 1484 ("AB 1484"), which amended certain provisions of AB 26. AB 26 and AB 1484, as further amended, are collectively referred to herein as the "Dissolution Act"; and On May 13, 2014, the Department of Finance issued a Finding of Completion to the Successor Agency pursuant to H&S Code Section 34179.7 of the Dissolution Act; and Pursuant to the Dissolution Act, ROPS means a Recognized Obligation Payment Schedule", as set forth in the Dissolution Act; and Pursuant to H&S Code Section 34191.4(b)(1) of the Dissolution Act, after the Successor Agency receives its Finding of Completion and upon application by the Successor Agency and approval of the Oversight Board, loan agreements entered into between the former Redevelopment Agency and the City shall be deemed to be enforceable obligations provided that the Oversight Board makes a finding that the loan was for legitimate redevelopment purposes. Upon the Oversight Board's approval and making of the required finding, the loan is deemed an enforceable obligation and may be listed on a ROPS for repayment, subject to the repayment terms and conditions specified in H&S Code Section 34191.4(b)(2); and The City Council of the City adopted Ordinance Nos. 2576, 2577, 2578' 2582, and 2743 approving and adopting the Redevelopment Plan for the Yorktown-Lake Redevelopment Project, the Redevelopment Plan for the Talbert-Beach Redevelopment Project, the Redevelopment Plan for the Main-Pier Redevelopment Project, the Redevelopment Plan for the Oakview Redevelopment Project, and the Redevelopment Plan for the Huntington Center Commercial District Redevelopment Project, respectively; and The former Redevelopment Agency and the City entered into a Cooperative Agreement, dated June 20, 1983 ("1983 Cooperative Agreement"), by which the City agreed to provide to the former Redevelopment Agency certain assistance and to otherwise cooperate with the former Redevelopment Agency in carrying out redevelopment projects; and Pursuant to the Cooperative Agreement, the former Redevelopment Agency and the City entered into various Operative Agreements for the Yorktown-Lake, Talbert-Beach, Main-Pier, Oakview and Huntington Center Redevelopment Projects (collectively, the "Constituent Projects"), by which the City provided the former Redevelopment Agency with both administrative and/or technical services, constructed required public improvements and facilities as appropriate and necessary, and provided funds to carry out the Constituent Projects; and SA Reso—City Loan Agmt-Emerald Cove Bonds Jan.5 2017 Page 2 of 6 RESOLUTION NO. 2017-14 The Operative Agreements also identified the terms under which the former Redevelopment Agency would reimburse the City for the associated costs of such services, improvements, facilities and funds. The Operative Agreements were amended from time to time; and The City Council adopted Ordinance No. 3343 on December 16, 1996 amending and merging the Constituent Projects into the Redevelopment Plan for the Huntington Beach Redevelopment Project("HBRP"); and The City Council adopted Ordinance No. 3561 on June 17, 2002, approving and adopting the Redevelopment Plan for the Southeast Coastal Redevelopment Project("SCRP"); and The former Redevelopment Agency and the City entered into a Cooperation Agreement, dated September 2, 2003 ("SCRP Cooperation Agreement") regarding redevelopment projects and capital improvements to be carried out in the SCRP Area(the 1983 Cooperative Agreement, the SCRP Cooperation Agreement and the various Operative Agreements (as amended) may collectively be referred to herein as the "Cooperative Agreements"); and Pursuant to the Cooperative Agreements, the City made a loan ("City Loan") to the former Redevelopment Agency regarding the Emerald Cove 2010 Series A Lease Revenue Refunding Bond. In 1984, the City's Park Acquisition & Development Fund advanced $1,740,834 to the former Redevelopment Agency to purchase the Emerald Cove Property. In that same year, the former Redevelopment Agency sold $4.6 million of Certificates of Participation ("COPS") to finance the construction of the Emerald Cove Senior Housing Project, which COPS were defeased in 2000 with the issuance of COPS by the City's Public Financing Authority. As a result of the issuance of COPS by the City's Public Financing Authority, the City retained possession of the Emerald Cove Property. In May 2009, the former Redevelopment Agency purchased the Emerald Cove Senior Apartments for the sum of $8,483,931, which included a pledge of tax increment to the City related to the debt service on the outstanding bonded indebtedness of the City-issued COPS in the amount $5,170,931. A Promissory Note from the former Redevelopment Agency to the City for the amount of the outstanding bonded debt was issued on May 18, 2009, with annual payments matching those of the outstanding debt service due on the City-issued COPS. Tax increment was pledged as security for the payments due under the Promissory Note per Section 203 of the Cooperation Agreement. The sale of Emerald Cove to Jamboree Housing Corporation-Acquisitions, LLC was approved in September 2009 with the approval of an Affordable Housing Agreement between the former Redevelopment Agency and the developer. In June 2010, the former Redevelopment Agency approved an $8 million loan to the developer evidenced by a Residual Receipts Promissory Note; and The Successor Agency has recalculated the current outstanding balance of the City Loan in accordance with H&S Code Section 34191.4(b)(3), which provides that any interest on the remaining principal amount of the City Loan shall be recalculated from the date of origination of SA Reso—City Loan Agmt-Emerald Cove Bonds Jan.5 2017 Page 3 of 6 RESOLUTION NO. 2017-14 the City Loan, at a simple interest rate of 3 percent (3%). The year of origination of the City Loan was 2010. The current outstanding balance of the City Loan (recalculated as of September 30, 2016 in accordance with H&S Code Section 34191.4(b)(3)) is $3,649,834; and The Successor Agency desires to find, and to recommend to its Oversight Board that the Oversight Board.finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; and The Successor Agency further desires to approve the City Loan as an enforceable obligation of the Successor Agency and to approve the schedule for repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in accordance with the maximum repayment amounts specified in H&S Code Section 34191 A(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); and The activity proposed for approval by this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq., hereafter the "Guidelines"), and the City's environmental guidelines; and The activity proposed for approval by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity proposed by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines; and All of the prerequisites with respect to the approval of this Resolution have been met. NOW, THERE Agency FORE the Successor A to the Redevelopment Agency of the City of Y Huntington Beach does hereby resolve as follows: 1. The Successor Agency hereby finds and determines that the foregoing recitals are true and correct. 2. The Successor Agency hereby finds, and recommends to its Oversight Board that the Oversight Board finds, pursuant to H&S Code Section 34191.4(b)(1), that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes. 3. The Successor Agency hereby finds and approves the City Loan as an enforceable obligation of the Successor Agency and approves the repayment of the City Loan as an enforceable obligation listed on a ROPS beginning with ROPS 17-18 consistent and in SA Reso—City Loan Agmt-Emerald Cove Bonds Jan.5 2017 Page 4of6 RESOLUTION NO. 2017-14 accordance with the maximum repayment amounts specified in H&S Code Section 34191.4(b), with the remaining balance of the City Loan to be paid on successive ROPS in the maximum repayment amounts consistent and in accordance with H&S Code Section 34191.4(b) until the City Loan is repaid in full, subject to other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b). 4. The Executive Director, or designee, of the Successor Agency is hereby authorized and directed (1) to submit the Successor Agency's recommendation to its Oversight Board that the Oversight Board find that the City Loan described in the Recitals above was made by the City to the former Redevelopment Agency for legitimate redevelopment purposes; (ii) to include the repayment of the City Loan on ROPS 17-18 and on successive ROPS until repaid in full consistent and in accordance with H&S Code Section 34191.4(b), and to comply with all other applicable loan repayment terms and conditions set forth in H&S Code Section 34191.4(b); (iii) provide such notifications as required by the Dissolution Act; and (iv) take such other actions and execute such other documents as are necessary or desirable to effectuate the intent of this Resolution on behalf of the Successor Agency. 5. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that its board would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. 6. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any constitutional, legal or equitable rights that the Successor Agency may have to challenge, through any administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of the Dissolution Act, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of the Dissolution Act, and any and all related legal and factual issues, and the Successor Agency expressly reserves any and all rights, privileges, and defenses available under law and equity. The Successor Agency does not intend, by adoption of this Resolution, to waive any constitutional, legal and/or equitable rights of the Oversight Board, the Successor Agency or the City of Huntington Beach 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 Oversight Board, the Successor Agency and the City of Huntington Beach under law and/or in equity. 7. The Successor Agency determines that the activity approved by this Resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because the activity approved by this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per Section 15378(b)(5) of the Guidelines. SA Reso—City Loan Agnt-Emerald Cove Bonds Jan.5 2017 Page 5 of 6 RESOLUTION NO. 2017-14 8. This Resolution shall take effect upon the date of its adoption. PASSED AND ADOPTED by the Successor Agency to the Redevelopment Agency of the City of Huntington Beach at a meeting thereof held on the 17th day of January , 2017. RAff hairperson REVIEWEP AND APPROVED: 1NITI 9B�ZAINDROVED: e ut' e Director Deputy Execu ive Director APPROVED AS and Counsel SA Reso—City Loan Agmt-Emerald Cove Bonds Jan.5 2017 Page 6 of 6 Successor Agency Res. No. 2017-14 i STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, ROBIN ESTANISLAU 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 special meeting held on January 17, 2017 and that is was so adopted by the following vote: AYES: O'Connell, Semeta, Posey, Hardy, Brenden, Peterson NOES: None ABSENT: Delgleize ABSTAIN: None Clerk of The Successor Agency to the Redevelopment Agency of the City of Huntington Beach, California