The URL can be used to link to this page

Home My WebLink AboutUS Department of Housing & Urban Development (HUD) - 1999-04-19 • • tr.'4 U.S.DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT WASHINGTON.D.C.20410-7000 4aye OFFICE of THE ASSISTANT SECAETARr FON MAR }(yy� COMMUNITY PLA? 1l 4O AND WEI.OPMEI'R I T 1999 rl Honorable Shirley Dettloff - C?"Fn Mayor of Huntington ' ` 71nm 2000 Main Street me r:„ Huntington Beach, CA 92648 Z' >„' 'c ..n Dear Mayor Dettloff: c-, Please be informed that the City of Huntington's (hereafter "the City") request for loan guarantee assistance under Section 108 of the Housing and Community Development Act of 1974, as amended, has been approved. Such assistance is to consist of the guarantee of notes or other obligations in the principal amount of $6,000,000.00, plus interest thereon, which shall be issued to finance activities described in application B-97-MC-06-0506-A. This offer of commitment is subject, however, to the conditions specified in Item 8 of the Funding Approval (Form HUD- 7082) . The first condition provides that in the event the City fails to submit notes or other obligations for inspection and guarantee by the Secretary of the Department of Housing and Urban Development (HUD) before December 1, 1999, the offer will expire as of such date. The second condition provides that the repayment schedule(s) for the guaranteed loan must be acceptable to HUD. The third condition specifies that the City furnish such.' additional security for the repayment of the guaranteed loan as HUD deems appropriate. This security will be specified in the Contract for Loan Guarantee Assistance, which will be executed at the time the notes or other obligations are issued. Such security may be required for each activity or project assisted with the guaranteed loan funds. The fourth condition provides that the City shall not incur any obligations to be paid with the Section 108 loan funds until it has received a determination from the HUD Los Angeles Office that the proposed activities meet the criteria for national objectives. The City's application indicates that the Section 108 funds may be used to pay for pre-award costs. Please note that such costs are subject to the requirements of 24 CFR 5570.200 (h) . 2 Questions regarding the applicability of this provision should be directed to the HUD Los Angeles Office. Please furnish us, at the address specified in the last paragraph of this letter, your timetable for execution of the activities described in your application. These activities will be financed through a public offering of Section 108 obligations. If you need funds prior to the next public offering, please notify HUD at the address below and instructions for obtaining interim financing will be provided. In addition to the special conditions cited above, the release of funds for the project to be carried out with loan guarantee assistance is conditioned upon compliance by the City with all applicable provisions of the HUD Environmental Review Procedures (24 CFR Part 58) . In this regard a request for release of funds must be approved by HUD prior to the obligation or utilization of funds for the project. Please execute the three enclosed copies of the Funding Approval and return two copies to the Department of Housing and Urban Development, Office of Block-Grant Assistance, Financial Management Division, Room 7180, 451 Seventh Street, S.W. , Washington, D.C. 20410. One copy should be retained for your files. The Funding Approval amends the Grant Agreement authorized by HUD on August 12, 1997, under the Funding Approval for grant number B-97-MC-06-0506 to include loan guarantee assistance. The Grant Agreement thereby incorporates this Funding Approval, the loan guarantee application, and Subpart M of the block grant regulations governing loan guarantees, as well as such agreements, schedules, and other documentation required to be submitted or executed in connection therewith. Very sincerely yours, ennet C. Williams Deputy Assistant Secretary for Grant Programs Enclosures AC rid 10 Of 54.446" r< °A . CITY OF HUNTINGTON BEACH y/ ec_p Inter-Office Communication • Economic Development Department yvu-it TO: Connie Broakway,City Clerk • FROM: David C. Biggs,Director of Economic Development ale DATE: April 26, 1999 SUBJECT: Section 108 Loans to the City of Huntington Beach Attached please find two original Funding Approval Agreements which have been entered into by the City of Huntington Beach,as approved by City Council Action of • April 19, 1999. Please store with the City records. One agreement is for a$6 million Section 108 Loan from the Department of Housing and Urban Development(HUD).This loan is to assist in the redevelopment of the Waterfront Hilton expansion. The second loan is for$2.57 million. It is also a Section 108 Loan.This loan is to assist in the rehabilitation of the City Gym and Pool. If you have any questions,please feel free to contact me or Gus Duran of our of te. ro %i • �j�-9 _o G, ..r,% c" l 1 � • r Funding Approval/Agreement U.S.Department of Housing and Urban Development Title l of the Housing and Community Office of Community Planning and Development • Development Act (Public Law 93-383) Community Development Block Grant Program HI-00515R of 20515R I.Pieme of Grantee lap shown in Item 6 of Stenderd Form-4241 3.Grantee's a-Digit Tax sa Number '4.Date Use of Funds May Begin CITY OF HUNTINGTON BEACH, CALIFORNIA 6a.Project I Grant Number 1 6a.Amount Approved 2.Grantee's Complete Address(as shown in Item 6 of Standard For -424) B-97-MC-06-0506 SO.Project I Grant Number 2 6b.Amount Approved 2000 MAIN STREET OFFICE OF THE CITY ADMINISTRATOR 5e.Project r Grant Number 3 6c.Amount Approved HUNTINGTON BEACH, CA 92648 Grant Agreement This Grant Agreement between the Department of Housing and Urban Development (HUD) and the above named Grantee is made pursuant to the authority of Title 1 of the Housing and Community Development Act of 1974,as amended,(42 U.S.C.5301 et seq). The Grantee's submissions for Title I assistance,the HUD regulations at 24 CFR Part 570(as now in effect and as may be amended from time to time), and this Funding Approval, including any special conditions, constitute part of the Agreement. Subject to the provisions of this Grant Agreement,HUD will make the funding assistance specified here available to the Grantee upon execution of the Agreement by the parties. The funding assistance specified in the Funding Approval may be used to pay costs incurred after the date specified in 4 above provided the activities to which such costs are related are carried out in compliance with all applicable requirements. Pre-agreement costs may not be paid with funding assistance specified here unless they are authorized in HUD regulations or approved by waiver and listed in the special conditions to the Funding Approval. The Grantee agrees to assume all of the responsibilities for environmental review, decision making, and actions, as specified and required In regulations issued by the Secretary pursuant to Section 104(g) of Title 1 and published in 24 CFR Part 58. The Grantee further acknowledges its responsibili adherence to the cement by subrecipient entities to which it makes funding assistance hereunder available. U.B.Dap • trig& vsttoproent(signature,neme,title,date) 'Grantee(signeture.name,title,data) X IETH • IAMS, DEPUTY ASSISTANT'- )( CC sii;t IA%vt SECRETARY FOR GRANT PROGRAMS THE CITY OF HUNTINGTON BEACH, CALIFORNIA 7. Check Onlyl)ns: Eategory of Title l Assistance for this B.Special 'Se Date HUD Received Submission: 10. Check One: Funding Action Conditions a.Odg.Funding Approval e. Entitlement.Sec1061b) (check one) 'Yb Data Grimes Notified: b.Amendment X b. State•Administered.Sec 106(di(1) None 'Sc.Data of Start of Program Vatic c.Amendment Number c. HUD-Administered Small Cities,Sect 1061d1f211B) Attached X 1 d. Indian COBO Programs,Sac 106laHi) 11. Amount of Community a. Surplus Urban Renews(Funds,Sec 112(b1 Development FY 97 FY FY Block Grant • f. Special Purpose Grants,Sec 107 a.Funds Reserved For This Grantee g, Loan Guarantee,Sec 106 X b.Funds Now Being Approved • c. Reservation To Be Cancelled(lii minus tub: T 2a. Amount or Loan Guarantee Commitment Now Being Approved: 12b.Name&Complete Address of Public Agency _ 2,570,000 It/A Loan Guarantee Acceptance Provisions for Designated Agencies Tie public agency hereby accepts the Grant Agreement executed by the Department of Housing end Urban Development on the above date with respect to 12c. Signature of Authod2od Official(name,title.date)for lie above grant number(s) as Grantee designated to receive loan guarantee Designated Public Agency a:rsistance,and agrees to comply with the terms and conditions of the Agreement, X applicable regulations, and other requirements of HUD now or hereafter in effect, pertaining to the assistance provided it. N/A H JD Accounting Use Only TAC Batch arm Prog•em Y A R Area Document No. Pro Number at Amount Effective Date F DDT gnu n n o o � inn 1 tC 6�11506 o Y Project Number Amount o I 4-1 Y Pro' Number Amount Il (Date Entered PAS Date Entered LOCCS Batch Number Transaction Code Entered by: I Verified by- , Previous Editions are Obsolete form HUD-7082 14193) 24 CFR 570 • 8. Special Conditions: (continued) (a) In the event the applicant shall fail to submit promissory notes or other obligations to the Secretary for inspection and guarantee before December 1, 1999, this commitment shall terminate and expire as of such date. (b) The applicant shall submit a repayment schedule for the guaranteed loan that is acceptable to the Secretary. (c) The applicant shall furnish such additional security for the guaranteed loan as the Secretary deems appropriate. Such security will be specified in the Contract referred to in 24 CFR §570.705(b) (1) . • • • ApkROyt2L` AS TO :'0n: GAIL EMU'r City Attcrn ey By: Deputy City Attorney • zE1PF • rn w =-tc7rn • r -717d C., Funding Approval/Agreement U.S.Department of Housing and Urban Development Title') of the Housing and Community Office of Community Planning and Development ''Development Act (Public Law 93-383) Community Development Block Grant Program HI-00515R of 20515RI.Name of Grantee las shown in Item 5 of Stancard Form-4241 `3.Grantee's 9-Digit Tax ID Number 4.Dale Use of Funds May Begin CITY OF HUNTINGTON BEACH, CALIFORNIA 5a,Project!Grant Number 1 6a.Amount Approved 2.Grantee's Complete Address las shown In hem 6 of Standard Form-424) E-97-MC-06-0506—A 5b.Project l Grant Number 2 6b.Amount Approved 2000 MAIN STREET OFFICE OF THE CITY ADMINISTRATOR Sc.Project r Grant Number 3 6c.Amount Approved HUNTINGTON BEACH, CA 92648 Grant Agreement This Grant Agreement between the Department of Housing and Urban Development (HUD) and the above named Grantee is made pursuant to the authority of Title f of the Housing and Community Development Act of 1974,as amended,(42 U.S.C.5301 et seq). The Grantee's submissions for Title I assistance,the HUD regulations at 24 CFR Part 570(as now in effect and as may be amended from time to time), and this Funding Approval, including any special conditions, constitute part of the Agreement. Subject to the provisions of this Grant Agreement.HUD will make the funding assistance specified here available to the Grantee upon execution of the Agreement by the parties. The funding assistance specified in the Funding Approval may be used to pay costs incurred after the slate specified in 4 above provided the activities to which such costs are related are carried out In compliance with all applicable requirements. Pre-agreement costs may not be paid with funding assistance specified here unless they are authorized in HUD regulations or approved by waiver and listed in the special conditions to the Funding Approval. The Grantee agrees to assume all of the responsibilities for environmental review, decision making, and actions, as specified and required in regulations issued by the Secretary pursuant to Section 104(g) f Title I and published in 24 CFR Part 58. The Grantee further acknowledges its respons:bil• or her a to the A Thent by subrecipient entities to which it makes funding assistance hereunder available. lt.b.Dep meet of ti prttenI(signature,name.title,date) Grantee(signature,name,title,date) X 7NETH C. LLIAMS, DSPUTY I 9S4AAfT 1� X ( '7- �. +Z, SECRETARY FOR GRANT PROGRAMS THE CITY OF HUNTINGTON BEACH, CALIFORNIA 1, Checkinty One: Celegory of Tile I Assistance for this B.Special 9a.Date HUD Recaved Submission: 10. Check One: Funding Action Conditions a.Orig.Funding Approval •. Entitlement,Secloelb) (check one) Ob.Date Grantee Notified: b. State-Administered.Sec 106td111) None b.Amendment X 9c.Date of Start of Program Year. e.Amendment Number c. FWD-Administered Small Cities.Sec 106id)i=)f$) Attached X 1 d. Indian CDBG Programs,Sec 106(silt) 11. Amount of Community is. Surplus Urban Renewal Farads,Sec 112(b) Development FY 97 FY FY Block Grant 1. Special Purpose Grants,Sec 107 a.Farads Reserved For This Grantee g. Loan Guarantee,Sec 10e X b.Funds Now Being Approved o. Reservation To tie • Cancelled(11e minus 1lb) 1.ts. Amount of loan Guarantee Commitment Now Being Approved: 12b.Name&Complete Address of Public Agency 6,000,000 • N/A Loan Guarantee Acceptance Provisions for Designated Agencies The public agency hereby accepts the Grant Agreement executed by the Department of Housing end Urban Development on the above date with respect to 12c. Signature of Authorized Meal(name,title,date)for the above grant number(a) as Grantee designated to receive loan guarantee Designated Public Agency assistance,and agrees to comply with the terms and conditions of the Agreement, v applicable regulations,and other requirements of HUD now or hereafter in effect, A pertaining to the assistance provided It. N/A H JD Accounting Use Only TAC Batch 1 S 3 Prog•am Y A Re roe menu No. Protect Number Cate Amount Effective Date F ELL] nnDDn� '1 506A D Y Pro Number Amount Pro act Number Amount Date Entered PAS Date Entered LOCCS Batch Number Transaction Code Entered by verified by: Previous Editions are Obsolete form HUD-70e2 (4193) 24 CFR 670 8. Special Conditions: (continued) (a) In the event the applicant shall fail to submit promissory notes or other obligations to the Secretary for inspection and guarantee before December 1, 1999, this commitment shall terminate and expire as of such date. (b) The applicant shall submit a repayment schedule for the guaranteed loan that is acceptable to the Secretary. (c) The applicant shall furnish such additional security for the guaranteed loan as the Secretary deems appropriate. Such security will be specified in the Contract referred to in 24 CFR §570.705 (b) (1) . (d) The applicant shall nct incur any obligations to be paid with guaranteed loan funds prior to a determination by the HUD Los Angeles Area Office that the activities to be carried out with guaranteed loan funds meet the criteria for national objectives at 24 CFR §570.208. APPROVED AS TO FORTE. GAIL HUTTON,- City Attorney By:. Deputy City Attorney Cl ' 1;.1 G 61 f f 16/66s-,E4D • Uryr,Pe..vs - Council/Agency Meeting Held: ifiy/9 9 goo./5 De/famed/Continued to: tat Approve 0 Conditionally Ap roiled 0 Denied ,1JEPl/ty Clerk's Signature 7 O TFF �jN 1 Council Meeting Date: \ April 19, 1999 Department ID Number ED 99-23 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator dZI-d PREPARED BY: DAVID C. BIGGS, Economic Development Director Lev � SUBJECT: Authorize Execution of Agreements with the US Department of Housing and Urban Development(HUD)for two Section 108 Loans Statement of Issue.Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: On January 5, 1998, the City applied for two Section 108 Loans from the US Department of Housing and Urban Development (HUD). One loan is for$6 million to assist the Redevelopment Agency with site preparation and installation of public improvements for the Hilton Ocean Grand Resort development. The second loan is for $2.75 million to assist the City in renovating the historic City Gym and Pool. HUD has recently approved the loans and the City needs to take action to accept the loans. Funding Source: Funds are being made available from the Department of Housing and Urban Development (HUD). The source of repayment of the $6 million loan for the Hilton Ocean Grand Resort is from project-generated revenues. which include Transient Occupancy Tax (TOT) and Property Tax Increment. The source of repayment of the $2.57 million Gym and Pool loan is from an annual allocation of Community Development Block Grant(CDBG)funds. Recommended Action: Motion to: Authorize the City Administrator to execute the Funding Approval Agreements for the two Section 108 Loans and all subsequent agreements Flth the Federal Government necessary • p�ee0✓�,ini� ltoi G .9� RO✓R< OF ny c zc� to implement the projects funded by these loans.Rrer,e:S9?-1 aPsiso�..so, Y �e.3 R�Z r7ocz PcLa KO-dt Rs R nF40 rot it is JeECommen oza hR, 'Poe city Catvgii ACoPr R t'o'ice'�trsr nS i9 Comp/TIONax vie city Rr4�ivi/C.fr SeCDON/0 1.4.4.11 FDR 7/t -Ellk,-Y6LoPmc,jT OF T.i`S ric. G,as rz3at'r Alternative Action(s): Do not authorize City Administrator to execute Funding Approval Agreements and provide alternative direction to staff. AND iF Bear retteR� /r .ewcoagAa.s 71t 4e✓C14P/7 i17 pF f} LO rn E/r1P1.oimEavr PAD6 m 7a a[1T1[E7tC/i 7Thtaer 'l 7&%P , ',qaV taTita vTs CM74514211.7CS AYe paYMMT: / PiCo6'��9 Aoetaus-opis 1^ , 191.1SH ef" PR/PIt i7Y TD E #0.44Y Alavn c 6 rO�t/.Q n�.S.JR Y 'C�d i /(�J /S re) D aN� iiY e'oa/ ad N cJinr. i3 P,t'J v�,q PRE v -D. • REQUEST FOR COUNCIL ACTIOltri MEETING DATE: April 19, 1999 DEPARTMENT ID NUMBER: ED 99-23 Analysis: On January 5, 1998, the City of Huntington Beach applied for two Section 108 Loans from the Department of Housing and Urban Development (HUD). Copies of the RCA approving the Loan Applications are attached. One loan is for $6 million to assist with site preparation and public improvements for the Waterfront expansion. The second loan is for $2.57 million and is to assist with the renovation of the historic City Gym and Pool. Repayment of the loan for the hotel resort complex will be from either Transient Occupancy Taxes (TOT) or Property Taxes Increment. The Gym and Pool loan will be repaid from the City's annual Community Development Block Grant(CDBG)allocation. The Waterfront expansion will generate public revenues to the City and Agency in the form of property tax increment, transient occupancy tax, and sales tax. The Hilton Ocean Grand Resort and Waterfront residential project will provide over $ 4 million annually in public revenues shortly after completion. These funding sources will be used to make the estimated annual debt service payment of$545,000 over 20 years on the Section 108 Loan "" for the Waterfront expansion. • Subsequent to applying for the Section 108 Loan for the Waterfront expansion, the City was awarded a $2 million Browfields Economic Development Initiative (BEDI) grant. This grant can only be used In conjunction with a Section 10B Loan. .! The estimated annual debt service payment of the City Gym and Pool will be $234,640 over 20 years. This amount will be paid from the City's annual allocation of Community Development Block Grant (CDBG) funds, starting in 2001/01 from that portion of the grant available for capita! projects. Environmental Status: The Waterfront expansion has been evaluated In SE1R 82-2 and a Federal NEPA document. The City's Gym and Pool environmental documentation will be completed prior to loan funding. • Attachment(s): City Clerk's i 1 , I Page Number No. Description 1. Funding Approval Agreement for$6 Million. 2. Fundin• A.•royal A.reement for 2.57 Million. RCA Author.Duran at extension 1529. C.. SECT108.DOC -2. 04/09/99 8:22 AM V 1.1 • Funding Approval Agreement for $ 6 Million • � U.S.OheARTMENT OF HOUSING AND URBAN DEVELL 1 NT df n�°I WASKINGTON.D.C.20410-7000 f�,fir. •s • OFFICE OF THE ASSFSTANT SECRETARY FOA COAUA'JNI Y PLANNING AND DEVELOPMENT MAR 1 7 1999 Honorable Shirley Dettloff Mayor of Huntington 2000 Main Street Huntington Beach, CA 92648 Dear Mayor Dettloff: Please be informed that the City of Huntington's (hereafter "the City") request for loan guarantee assistance under Section 108 of the Housing and Community Development Act of 1974, as amended, has been approved. Such assistance is to consist of the guarantee of notes or other obligations in the principal amount of $6,000,000.00, plus interest thereon, which shall be issued to finance activities described in application B-97-MC-06-0506-A. This offer of commitment is subject, however, to the conditions specified in Item 8 of the Funding Approval (Form HUD- 7082) . The first condition provides that in the event the City fails to submit notes or other obligations for inspection and guarantee by the Secretary of the Department of Housing and Urban Development (HUD) before December 1, 1999, the offer will expire as of such date. The second condition provides that the repayment schedule(s) for the guaranteed loan must be acceptable to HUD. The third condition specifies that the City furnish such additional security for the repayment of the guaranteed loan as HUD deems appropriate. This security will be specified in the Contract for Loan Guarantee Assistance, which will be executed at the time the notes or other obligations are issued. Such security may be required for each activity or project assisted with the guaranteed loan funds. The fourth condition provides that the City shall not incur any obligations to be paid with the Section 108 loan funds until it has received a determination from the HUD Los Angeles Office that the proposed activities meet the criteria for national objectives. The City's application indicates that the Section 108 funds may be used to pay for pre-award costs. Please note that such costs are subject to the requirements of 24 CFR §570.200(h) . 2 Questions regarding the applicability of this provision should be directed to the HUD Los Angeles Office. Please furnish us, at the address specified in the last paragraph of this letter, your timetable for execution of the activities described in your application. These activities will be financed through a public offering of Section 108 obligations. If you need funds prior to the next public offering, please notify HUD at the address below and instructions for obtaining interim financing will be provided. In addition to the special conditions cited above, the release of funds for the project to be carried out with loan guarantee assistance is conditioned upon compliance by the City with all applicable provisions of the HUD Environmental Review Procedures (24 CFR Part 58) . In this regard a request for release of funds must be approved by HUD prior to the obligation or utilization of funds for the project. Please execute the three enclosed copies of the Funding Approval and return two copies to the Department of Housing and Urban Development, Office of Block Grant Assistance, Financial Management Division, -Room 7180, 451 Seventh Street, S.W., Washington, D.C. 20410. One copy should be retained for your files. The Funding Approval amends the Grant Agreement authorized by HUD on August 12, 1997, under the Funding Approval for grant number B-97-MC-06-0506 to include loan guarantee assistance. The Grant Agreement thereby incorporates this Funding Approval, the loan guarantee application, and Subpart M of the block grant regulations governing loan guarantees, as well as such agreements, schedules, and other documentation required to be submitted or executed in connection therewith. Very sincerely yours, ennet C. Williams Deputy Assistant Secretary for Grant Programs Enclosures Losing ApprovallAgreemer, US.Departmentof and Urban Development . Title I of the Housing and Community Office of Community running and Development Development Act (Public Law 93-383) Community Development Block Grant Program - IC-0051 SR of 20515e 1.Name of Grantee (as Shown in kern 6 of Standard Form-4241 3.Grantee's 9-Digit Tax ID Number 4.Data Use of Funds May Begin CITY OF H'UNTINGTON BEACH, CALIFORNIA 5a.Project I Grant Number 1 6a.Amount Approved :.',Grantee's Complete Address las shown in Item 5 of Standard Form-424) P-97-MC-06-0506 A lib.Project r Grant Number 2 6b-Amount Approved 2000 MAIN STREET OFFICE OF THE CITY ADMINISTRATOR Sc.Praise f Grant Number 3 tic.Amount Approved ]UUNTINGTON BEACH, CA 92648 Grant Agreement This Grant Agreement between the Department of Housing and Urban Development (HUD) and the above named Grantee is made pursuant to the authority of Title 1 of the Housing and Community Development Act of 1974,as amended,(42 U.S.C.5301 et seq). The Grantee's submissions for Title I assistance,the HUD regulations at 24 CFR Part 570(as now in effect and as may be amended from time to time), and this Funding Approval, Including any special conditions, constitute part of the Agreement. Subject to the provisions of this Grant Agreement,HUD will make the funding assistance specified here available to the Grantee upon execution of the Agreement by the parties. The funding assistance specified in the Funding Approval may be used to pay costs incurred after the date specified in 4 above provided the activities to which such costs are related are carried out in compliance with all applicable requirements. Pre-agreement costs may not be paid with funding assistance specified here unless they are authorized in HUD regulations or approved by waiver and listed in the special conditions to the Funding Approval. The Grantee agrees to assume ail of the responsibilities for environmental review, decision making, and actions, as specified and required in regulations issued by the Secretary pursuant to Section 104(g) f Title I and published in 24 CFR Part 58. The Grantee further acknowledges its responsibil' or her e to the A fhent by subrecipient entities t t which It makes funding assistance hereunder available. V.S.Den tment of pmsnt(signature,��Are4 name,e,7 title,deist Grantee(signature,name,title,date) —METH METH C. LLIAMS, DEPUTY A�BriS4AtT'T 1 )( SECRETARY FOR GRANT PROGRAMS THE CITY OF HUNTINGTON BEACH, CALIFORNIA .7 Check Only One: Category of Title I Assistance for this 'S.Special 8a Date HUD Received Submission; 10. Check One: Finding Action Conditions a.Orig.Funding Approval a. Entitlement,Sec106ib) (check one) •lib.Date Grantee Notified: b. b.Amendment X State-Adrdrristered,Sao 1061d)111 None ` — 9c.Data of Start of Program Year: c.Amendment Number c. HUD-Administered Small Odes,Sao 106(d1(2)(131 Attached X 1 d. Indian CMG Programs,Sec 106(a1111 11. Amount of Community a. Surplus Urban Renewal Funds,Sec I 12(b) Clkf Grant t Ft' 97 FY FY I. Spada!Purpose Grants.Sec 107 a.Funds Reserved For TIr1s Grantee g. Loa's Guarantee,Sec 100 X b.Funds Now Being s .. sp - AAP ed a. Raa«vatlon To Ba ' '.. . . . - '�..... :,.x,::{F.:'. Cartooned(lla minus 1lbi 12a. Amount of Loan Guarantee Comttitment Now Being Approved; 12b.Name&Complete Address of Public Agency 6,000,000 N/A Loan Guarantee Acceptance Provisions for Designated Agencies the public agency hereby accepts the Grant Agreement executed by the C'epertmont of Housing and Urban Development on the above date with respect to 12c. Signature of Authorized Official(name,title,date)for the above grant numbers) as Grantee designated to receive loan guarantee Designated Public Agency assistance,end agrees to comply with the terms and conditions of the Agreement, applicable regulations, end other requirements of HUD now or hereafter In effect, pertaining to the assistance provided It. N/A F UD Acco nt.ng the Only TAC hatch mill, rem Y A ��Ree`g,, �rea Document No. •� ' • - �Numb le . Cale j Amount Effective Date F :onnT1 ' n 0 W WFirm ii '►ii ,506 A Y Pro Number Amount t(u�f r • - Number Amount [] 1 ■I11 Date Entered PAS Date Entered LOCCS Batch Number Transaction Code Entered by: Verified by: Previous Editions ere Obsolete form HUD-7082 (4/93) 24 CFR 570 U 8. Special Conditions: (continued) (a) In the event the applicant shall fail to submit promissory notes or other obligations to the Secretary for inspection and guarantee before December 1, 1999, this commitment shall terminate and expire as of such date. (b) The applicant shall submit a repayment schedule for the guaranteed loan that is acceptable to the Secretary. (c) The applicant shall furnish such additional security for the guaranteed loan as the Secretary deems appropriate. Such security will be specified in the Contract referred to in 24 CFR §570.705 (b) (1) . (d) The applicant shall not incur any obligations to be paid with guaranteed loan funds prior to a determination by the HUD Los Angeles Area Office that the activities to be carried out with guaranteed loan funds meet the criteria for national objectives at 24 CFR §570.208. V Funding Approval Agreement for $2.57 Million • -rIARTMENT OF HOUSING AND URBAN DEVEL..?MENT d: (.4. WASHINGTON.O.C.204,0.7000 . �'•N1lS.tti orrioE or ThIE ASSISTANT acnt-Tort con MAR 1 1 1999 COM (.furrPWtl11NGANoo€VELOPYErrr Honorable Shirley Dettloff Mayor of Huntington City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Dear Mayor Dettloff: Please be informed that the City of Huntington's (hereafter "the City") request for loan guarantee assistance under Section 108 of the Housing and Community Development Act of 1974, as amended, has been approved. Such assistance is to consist of the guarantee of notes or other obligations in the principal amount of $2,570,000, plus interest thereon, which shall be issued to finance activities described in application B-97-MC-06-0506. This offer of commitment is subject, however, to the conditions specified in Item 8 of the Funding Approval (Form HUD- 7082) : The first condition provides that in the event the City fails to submit notes or other obligations for inspection and guarantee by the Secretary of the Department of Housing and Urban Development (HUD) before December 1, 1999, the offer will expire as of such date. The second condition provides that the repayment schedule (s) for the guaranteed loan must be acceptable to HUD. The third condition specifies that the City furnish such , additional security for the repayment of the guaranteed loan as HUD deems appropriate. This security will be specified in the Contract for Loan Guarantee Assistance, which will be executed at the time the notes or other obligations are issued. Such security may be required for each activity or project assisted with the guaranteed loan funds. Please furnish us, at the address specified in the last paragraph of this letter, your timetable for execution of the activities described in your application. These activities will be financed through a public offering of Section 108 obligations. If you need funds prior to the next public offering, please notify HUD at the address below and instructions for obtaining interim financing will-be provided. • In addition to the special conditions cited above, the release of funds for the project to be carried out with loan guarantee assistance is conditioned upon compliance by the City with all applicable provisions of the HUD Environmental Review Procedures (24 CFR Part 58) . In this regard a request for release of funds must be approved by HUD prior to the obligation or utilization of funds for the project. Please execute the three enclosed copies of the Funding Approval and return two copies to the Department of Housing and Urban Development, Office of Block Grant Assistance, Financial Management Division, Room 7180, 451 Seventh Street, S.W. , Washington, D.C. 20410. One copy should be retained for your files. The Funding Approval amends the Grant Agreement authorized by HUD on August 12, 1997, under the Funding Approval for grant number B-97-MC-06-0506 to include loan guarantee assistance. The Grant Agreement thereby incorporates this Funding Approval, the loan guarantee application, and Subpart M of the block grant regulations governing loan guarantees, as well as such agreements, schedules, and other documentation required to be submitted or executed in connection therewith. Very sincerely yours, • enneth C. Williams Deputy Assistant Secretary for Grant Programs Enclosures • Funding AppravallAgreemer ..1 U.S.Department of Long and Urban Development 'Tide I of the Housing and Community Office of Community.anning and Development Development Act (Public Law 93-383) Community Development Block Grant Program • 111-00515R of 20515R I.Name et Grantee tat shown i s Item 5 of Standard Forns424) 3.Grantee's e.Difef Tax ID Number '4.Date Use of Funds May Begin CITY OF HUNTINGTON BEACH, CALIFORNIA 5e.Project I Grant Number 1 6a.Amount Approved 2.Grantee's Complete Address fat clown In Item 6 of Stendsrd Form 4241 B-97-MC-06-0506 5b.Project 1 Grant Number 2 Bb.Amount Approved 2000 MAIN STREET OFFICE OF THE CITY ADMINISTRATOR Sc.Project/Grant Number 3 6a.Amount Approved IUNTINGTON BEACH, CA 92648 Grant Agreement This Grant Agreement between the Department of Housing and Urban Development (HUD) and the above named Grantee is made pursuant to the authority of Title I of the Housing and Community Development Act of 1974,as amended,(42 U.S.C.5301 et seq). 'the Grantee's submissions for Title I assistance,the HUD regulations at 24 CFR Part 570(as now in effect and as may be amended from time to time), and this Funding Approval,including any special conditions,constitute part of the Agreement. Subject to the provisions of this Grant Agreement,HUD wilt make the funding assistance specified here available to the Grantee upon execution of the Agreement by the parties. The funding assistance specified in the Funding Approval may be used to pay costs incurred after the date specified in 4 above provided the activities to which such costs are related are carried out in compliance with all applicable requirements. Pre-agreement costs may not be paid with funding assistance specified here unless they are authorized in HUD regulations or approved by waiver and listed in the special conditions to the Funding Approval. The Grantee agrees to assume all of the responsibilities for environmental review, decision making,and actions, as specified and required In regulations Issued by the Secretary pursuant to Section 104(g) of Title I and published in 24 CFR Part 58. The Grantee further acknowledges its responsibili adherence to the cement by subrecipient entities to which it makes funding assistance hereunder available. U.S.Gape a ing& vstopmenl;signature,name,title,date) Grantee(signature,name,title.date) X 'NETH . W IAMS, DEPUTY ASSISTAt _ X SECRETARY FOR GRANT PROGRAMS THE CITY OF HUNTINGTON BEACH, CALIFORNIA Check Guar One: Category of 7rlle(Assistance lot this 8.Special 8a.Data HUD Received Submission: 10. Check One: Funding Action Conditions a.Orig.Funding Approval a. Entitlement.5ec106fbl (check one) 9b.Date Grantee Notified: b. Slate-Administered,Sec l06(d)(1) None b.Amendment X Sc.Date of Start of Program You: ~ c.Amendment Number e. HUD-Administered Small Gties,Set 106(dl(21(6) Attached X 1 d. Indian CMG Programs,Sec 108(al(1) 11. Amount of Community DFY S. Surptut Urban Renewal Funds.Sae 112(b) • pock p Grant 97 _ Block nt a Grants.Sec 107 a.Funds Reserved For (. Special Purpose This Grantee q. Loan Guarantee.Sep 108 X b.Funds Now Being �..., Approved .. e RaawaCwrt Te Se ` • )• • -... • ••... ..... Cancerted(11■minus 11b) l:a. Amount of Loan Guarantee Commitment Now Being Approved: 12b.Name&Complete Address of Public Agency _ 2,570,000 N/A Loan Guarantee Acceptance Provisions for Designated Agencies The pub1.0 agency hereby accepts the Grant Agreement executed by the Department of Housing and Urban Development on the above date with respect to 12c. Signature of Authorized Offidar(name,tide,data)for tte above grant numbers) as Grantee designated to receive loan guarantee Designated Public Agency etsistence,end agrees to comply with the terms and conditions of the Agreement, x applicable regulations, and other requirements of HUD now or hereafter In effect, pertaining to the assistance provided it. N/A HA)Accounting Use Only TAC CStich ��©�'Pro urn Y A remocument�No. Pro eat Number Cates Amaxtt Effective Date F [[11 m„f Il1] Enrni 1 1 - Pro numb 5 0 6 11 ► Amount l _ DPro'act Number - Amount Date Entered PAS Date Entered LOCCS Batch Number Transaction Code Entered by: Verified by; Previous Editions are Obsolete form HUD-7082 (4f93) 24 CFR 570 8. Special Conditions: (continued) (a) In the event the applicant shall fail to submit promissory notes or other obligations to the Secretary for inspection and guarantee before December 1, 1999, this commitment shall terminate and expire as of such date. (b) The applicant shall submit a repayment schedule for the guaranteed loan that is acceptable to the Secretary. (c) The applicant shall furnish such additional security for the guaranteed loan as the Secretary deems appropriate. Such security will be specified in the Contract referred to in 24 CFR §570.705(b) (1) . • 4/9/99 Citizen Participation Advisory Board Recommended Policy Policy No. 1 I3ackground It is recommended that the City Council of the City of Huntington Beach adopt a policy with respect to the programming of the City's Gym and Pool.Said policy is recommended by the Citizen Participation Advisory Board(CPAB)in light of the fact that the Community Development Block Grant(CDBG)funds are going to be utilized for the purpose of repaying the Section 108 Loan for the rehabilitation of the City's Gym and Pool. By utilizing the repayment from CDBG funds,CPAB will be limited as to its annual allocation for other community services and community development activities.Moreover,the CDBG Program was created and is designed exclusively to serve the needs of the City's low and moderate-income residents of the City of Huntington Beach. Recommended Policy#1 It is recommended that at least 50%of the programs offered at the City Gym and Pool should be designed and implemented to serve the low and moderate income of the residents of the City of Huntington Beach. Implementation Procedures The City Administrator should be directed to comeback to the City Council within a period of 60 clays with identified programs for the City Gym and Pool designed to carry out this policy. • The CPAB is ready to assist the City Administrator and the City's staff as a sounding board in providing feedback on the programs to be offered to the City's low and moderate-income residents. L) 4/9/99 • Citizen Participation Advisory Board Recommended Policy Recommended Policy No. 2 It is recommended that the City Council adopt a policy that as a condition of the Cite receiving a Section 108 Loan for the redevelopment of the Hilton Grand Resort and a BEDI federal grant that it be required to design and implement a Local Employment Program to outreach and target Huntington Beach residents as candidates for employment. The program should establish a priority to employ Huntington Beach residents. implementation Procedures It is recommended that six months prior to the opening of the hotel complex the City Council approve a Local Employment Program to outreach and target low and moderate income residents of Huntington Beach.The Citizen Participation Board can be utilized as the advisory committee to the City Council on the content and character of the program. . � ,- 4/9199 Citizen Participation Advisory Board Recommended Policy Policy No 3 flackeround Since that the Community Development Block Grant Program(CDBG)is the ultimate guarantee of the Section 108 Loan to the City of Huntington Beach,CPAB respectfully submits its recommendation to City council. Our intention is to maintain the spirit of the funding,which benefits the low to moderate income residents of Huntington Beach. While the Hilton project is expected to create jobs,the jobs created will probably be part- time employment with little to no benefits provided. This type of job creation may not improve conditions for the working poor. Our concern is that the working poor will continue to need public services,which will be funded with increasingly limited CDBG funds. By allocating a portion of the revenue generated by the Hilton project for projects and public services that benefit the low to moderate income residents,public services such as the HB Community Clinic will have the resources to meet the needs of these IIB residents. CPAB may be used as an advisory board to City Council for the allocation of funds which may be generated by the proposed recommendation. This would be similar to the existing process utilized to make recommendations to the City Council on the annual CDBG allocation. Policy It is recommended that the City Council direct the City Administrator and City Attorney to approve the use of 10%of the project revenues of the Ocean Grand Resort for projects and programs to serve low and moderate income residents and neighborhoods of Huntington Beach for the next 20 years. .3.Q6/11 E A ": -'`i CITY OF HUNTINGTON BEACH InterOffice Communication Economic Development Department TO: Mayor and City Council Members VIA: Ray Silver, City Administrator FROM: David C.Biggs,Director of Economic Development 'jU71I DATE: April 13, 1999 SUBJECT: CPAIJ Policy Recommendations Re:Section 103 Loans The Citizens Participation Advisory Board (CPAB) asked staff to forward to you the attached Policy Recommendations regarding the City's two Section 108 Loans. The Section I08 Loans for the Waterfront Project and the City Gym and Pool were recently approved by the U.S.Department of Housing and Urban Development(HUD). The City Council will be taking action on April 19, 1999 to approve these loans. • Mask catme if you have any questions in this regard. U ° x -, oq Q LU >.. qr LAJ V� cz o- gr‘a Cetrg. 411:44j elo • p' ap(NI,. _ wow, L- 3 N.Jo1'4, 'c't • Div. Council/Agency Meeting Held: �S— 1S- 0'� L. 8rum5e+, ,Ecev. De,✓� Deferred/Continued to: • Approved ❑ Conditionally Approved ❑ Denied ty k' Signature cp14' ‘-''\Vti c\}lo N of 0n1�I -r,,p, 36)ND] Council Meeting Date: May 15, 2000 Department ID Number: ED 00-20 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL/REDEVELOPMENT AGENCY ACTION SUBMITTED TO: HONORABLE MAYOR/CHAIRMAN AND CITY COUNCIL 0, MEMBERS/REDEVELOPMENT AGENCY MEMBERS : .. SUBMITTED BY: RAY SILVER, City Administrator/Executive Directorahz/ PREPARED BY: DAVID C. BIGGS, Director of Economic Development" __ SUBJECT: Approve and Authorize Execution of Two Section 108 Loans (Grand Coast Resort; City Gym and Pool) and Brownfield Economic Development Initiative Grant (Grand Coast Resort) Statement of Issue,Funding Source, Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: On April 19, 1999, the City Council authorized the City Administrator 1 to execute Funding Agreements for a $6 million Section 108 Loan for the Waterfront Expansion (Grand Coast Resort) and for a $2.57 million Section 108 Loan for the City Gym and Pool. The City has also been approved for a companion $2 million Brownfield Economic Development Initiative Grant (BEDI) for the Grand Coast Resort. The loan for the Grand Coast Resort will be made directly to the Redevelopment Agency. Approval of the attached Contracts will effectuate the funding of the loans and BEDI Grant. Funding Source: Closing costs for the Grand Coast Resort and City Gym and Pool are estimated at sums not-to-exceed $50,000 and $25,000, respectively, and will be funded from the Redevelopment Agency Fund Balance and from the Community Development Block Grant Administration Fund, respectively. Recommended Action: City Council Motions to: 1. Approve Resolution No. ZOod — 49 , resolution of the City Council of the City of Huntington Beach approving a Housing & Urban Development Section 108 Loan to assist in renovating the City Gym and Pool and authorizing the Mayor to execute the Note and all other documents in connection therewith. REQUEST FOR COUNCIUREDEVELOPMENT AGENCY ACTION MEETING DATE: May 15, 2000 DEPARTMENT ID NUMBER: ED 00-20 2. Approve and authorize execution by Mayor and City Clerk of Contract and Note with the Department of Housing and Urban Development (HUD) for a $2.57 million Section 108 Loan for renovation of the City Gym and Pool project; 3. Authorize expenditure not to exceed $25,000 from Community Development Block Grant Administration Fund for closing costs associated with the City Gym and Pool; 4. Approve and authorize execution by Mayor and City Clerk, jointly with the Redevelopment Agency, of Contract with the Department of Housing and Urban Development (HUD) for a $6 million Section 108 Loan for expansion of the existing Waterfront Hilton (Grand Coast Resort); 5. Approve and authorize execution by Mayor and City Clerk of Grant Agreement with the Department of Housing and Urban Development (HUD) for a $2 million Brownfield Economic Development Initiative Grant for the Waterfront Hilton (Grand Coast Resort). Redevelopment Agency Motions to: 1. Approve and authorize execution by Chairman and Agency Clerk, jointly with City Council, of Contract with the Department of Housing and Urban Development (HUD) for a $6 million Section 108 Loan for expansion of the existing Waterfront Hilton (Grand Coast Resort); 2. Approve and authorize execution by Chairman and Agency Clerk of Note with the Department of Housing and Urban Development (HUD) for a $6 million Section 108 Loan for expansion of the existing Waterfront Hilton (Grand Coast Resort); 3. Authorize expenditure not to exceed $50,000 from the Redevelopment Agency Fund Balance for closing costs associated with the Grand Coast Resort. Alternative Action(s): 1. Do not approve the $6 million Section 108 Loan (Grand Coast Resort) and continue to repay the Developer Advance at a current rate of 11.3%, not to exceed 12%, instead of the lower rate available through HUD. Also, the BEDI Grant cannot be used unless in conjunction with this Section 108 Loan. 2. Do not approve the execution of the $2.57 million Section 108 Loan for the City Gym and Pool. Analysis: On January 5, 1998, the City of Huntington Beach applied for two Section 108 Loans from the Department of Housing and Urban Development. A $2.57 million loan will be used for the renovation of the historic City Gym and Pool property. A $6 million loan will be 108bedi -2- 5/10/00 11:06 AM REQUEST FOR COUNCIL/REDEVELOPMENT AGENCY ACTION MEETING DATE: May 15, 2000 DEPARTMENT ID NUMBER: ED 00-20 used to assist with site preparation and mobile home acquisition and relocation associated with the Waterfront Hilton expansion, the costs of which have been advanced by Mayer Financial LLC pursuant to the Disposition and Development Agreement covering the project. The City was approved for the Section 108 Loans in 1999, and on April 19, 1999, the City Council approved the Funding Approval Agreement with HUD. In addition, the City applied for and was awarded a $2 million Brownfields Economic Development Initiative Grant (BEDI) for the project. This grant can only be used in conjunction with the $6 million Section 108 Loan. HUD is now ready to proceed with the funding of the Section 108 Loans and BEDI Grant. The Redevelopment Agency will be the borrower directly for the Section 108 Loan for the Waterfront Hilton expansion, thereby eliminating the need for a cooperation agreement between the City and Redevelopment Agency. The City of Huntington Beach will be the borrower for the Section 108 Loan for the City Gym and Pool. The attached contracts set forth the terms for the Section 108 Loans and the BEDI Grant. Waterfront Hilton Expansion (Grand Coast Resort) The Section 108 Loan will be repaid over a period of 20 years from a share of the public revenues generated by the Grand Coast Resort. In addition, a portion of the City's annual CDBG allocation is considered as additional standby security for the Section 108 Loan. The estimated annual debt service payment at a projected interest rate of 6.5% will be $545,000 per year. The Section 108 Loan will save the Agency an estimated $4.5 million over the 20- year repayment period when compared to the current 11.3% interest rate on the Developer Advance. In addition, the City will reduce its principal payments by $2 million through the BEDI Grant, plus an additional $3.1 million in interest savings over 20 years Both the Section 108 Loan and BEDI Grant are available to this project due to its generation of a substantial number of low and moderate-income jobs in keeping with HUD's objectives. Pursuant to City Council direction, the Redevelopment Agency will be encouraging the development of a local employment program to outreach and target Huntington Beach residents as priority candidates for employment. The One-Stop Center will do pre- employment recruiting and screening. An additional benefit from the Grand Coast Resort to the City's low and moderate-income residents will be the generation of over $4.6 million of property tax increment over 20 years which can only be spent on affordable housing activities. City Gym and Pool The Section 108 Loan will be repaid over a period of 20 years from the city's annual Community Development Block Grant (CDBG) allocation. The City Gym and Pool project is already under construction, in accordance with City Council's prior loan and funding approvals, and the city's General Fund serves as the interim funding source pending execution of the contract and note documents attached hereto. In addition, the city's Park Development Fund is cited as a possible loan payment resource if necessary. The estimated 108bedi -3- 5/10/00 11:06 AM REQUEST FOR COUNCIUREDEVELOPMENT AGENCY ACTION MEETING DATE: May 15, 2000 DEPARTMENT ID NUMBER: ED 00-20 annual debt service payment at a projected interest rate of 6.5% will be $234,640 per year. Historic restoration of this facility addresses a "spot blight" eligibility criteria and is consistent with City Council's goal to assure long term adequacy of the city's infrastructure facilities. Environmental Status: The Waterfront Expansion has been evaluated in Supplemental EIR 82-2 and an Addendum as well as a Federal NEPA document. The City Gym and Pool Project has been determined to be Categorically Excluded per Section 58.35(a)(ii). Attachment(s): City Clerk's Page Number No. Description 1. Resolution & Note approving HUD Section 108 Loan for City Gym and Pool. 2. Contract for Section 108 Loan for City Gym and Pool. 3. Contract for Section 108 Loan for Waterfront Expansion. 4. BEDI Grant Agreement for Waterfront Expansion. 5. Note for Section 108 Loan for Waterfront Expansion. RCA Author: D. Biggs (x5909) 108bedi -4- 5/10/00 11:06 AM City Council Resolution Approving HUD Section 108 Loan for City Gym and Pool j sf E RESOLUTION NO. 2000-49 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING A HOUSING AND URBAN DEVELOPMENT SECTION 108 LOAN TO ASSIST IN RENOVATING THE CITY GYM AND POOL AND AUTHORIZING THE MAYOR TO EXECUTE THE NOTE AND ALL OTHER DOCUMENTS IN CONNECTION THEREWITH WHEREAS, on January 5, 1998, the City of Huntington Beach applied for two Housing and Urban Development ("HUD"), Section 108 loans; and, The first loan, in the sum of S2.57 million was for the purpose of assisting in renovating the City Gym and Pool ("the City Gym and Pool Loan"); and, The second loan in the sum of S6 million concerns the Redevelopment Agency/Hilton Ocean Grand Resort development and is the subject of a separate request for Agency action; and, Both loans have been approved by HUD and it is necessary to now secure formal approval and execution of the City Gym and Pool loan documents. NOW, THEREFORE, BE IT RESOLVED BY the City Council of The City of Huntington Beach that the HUD Section 108 City Gym and Pool loan in the sum of$2.57 million is hereby approved and Mayor Dave Garofalo, in his capacity as Mayor is authorized to execute the Note, a copy of which is attached hereto as EXHIBIT "A" and by reference made a part hereof and any other documents approved as to form by the City Attorney relating thereto and consistent therewith. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 15 day of May 2000. Mayor ATTEST: APPROVED AS TO FORM: dP'10( aggel4ar City Clerk °5`-�—eva F- City Attorney _ • . REVIEWED AND APPROVED: INIT ED AND APPROVED: City Ad istrator Dir ctorOil onomic Develop znt adl/00reso/HUD Gym and Pool Section 108 Loan Res . No. 2000-49 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT Fixed Rate Note for Series 2000-A Certificates BORROWER: City of Huntington Beach, California NOTE NO. B-97-MC-06-0506 REGISTERED DATE: June 14, 2000 HOLDER: THE CHASE MANHATTAN BANK AGGREGATE PRINCIPAL AMOUNT: $2,570,000 For value received,the undersigned, The City o_f Huntington_ Beach (the "Borrower," which term includes any successors or assigns), a public entity or agency organized and existing under the laws of the State (or Commonwealth, if applicable) of California, promises to pay to the order of THE CHASE MANHATTAN BANK, as Registered Holder(the "Holder," which term includes any successors or assigns),the Principal Amounts set forth on the attached Schedule P&I as of each applicable Principal Due Date set forth therein, together with interest on such unpaid Principal Amounts at the rates applicable thereto as specified on such attached Schedule P&I. Interest shall be calculated and payments shall be made in the manner set forth below. The Holder is acting hereunder on behalf of a trust(the "Trust") created pursuant to a Trust Agreement by and between the Secretary of Housing and Urban Development(the "Secretary") and The Chase Manhattan Bank, as trustee (the "Trustee"), dated as of January 1, 1995,as amended(the "Trust Agreement"), as supplemented by the applicable Supplement to the Trust Agreement,by and between the Secretary and the Trustee. A. Principal and Interest Interest on a Principal Amount of this Note that is due as of a given date specified on the Schedule P&I attached hereto (such date,the "Principal Due Date" for such Principal Amount) shall accrue at the per annum rate specified on such Schedule P&I from(and including)the date hereof to (but excluding) such Principal Due Date or, if applicable,to the applicable Interest Due EXHIBIT A Res . No. 2000-49 Date on which an Optional Redemption (as defined below) occurs. The aggregate of the interest amounts accrued on the entire unpaid Principal Amount of this Note shall be due semiannually as of February 1 and August 1 of each year(each, an "Interest Due Date") commencing on August 1, 2000, until the Aggregate Principal Amount listed on the Schedule P&I attached to this Note is paid in full. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30- day months. B. Optional Redemption Certain Principal Amounts indicated as being eligible for Optional Redemption on the Schedule P&I hereto may be paid, in whole or in part, at the option of the Borrower as of any Interest Due Date on or after the date specified in such Schedule (an"Optional Redemption"). In order to elect an Optional Redemption of a redeemable Principal Amount, the Borrower shall give notice of its intention to redeem a Principal Amount to the Trustee and the Secretary not less than 60 days nor more than 90 days prior to the Interest Due Date as of which the Borrower intends to redeem the Principal Amount. The Trustee shall apply any payments received in respect of Optional Redemptions in accordance with written instructions of the Borrower, as approved by the Secretary. Principal Amounts that are not indicated as being eligible for Optional Redemption on such Schedule may not be prepaid. C. Additional Definitions For purposes of this Note, the following terms shall be defined as follows: "Business Day" shall mean a day on which banking institutions in New York City are not required or authorized to remain closed and on which the Federal Reserve Bank and the New York Stock Exchange are not closed. If any payment (including a payment by the Secretary) is required to be made on a day that is not a Business Day, then payment shall be made on the next Business Day. "Contract" shall mean the Contract for Loan Guarantee Assistance, and any amendments thereto, between the Secretary and the Borrower, the designated public entity named therein (if applicable), or the State named therein(if applicable), which refers to and incorporates this Note by the number hereof D. Borrower's Timely Payment to Trustee Notwithstanding anything contained in this Note, the Borrower, in accordance with the Contract, shall be required to make all payments of interest and principal, including any Optional Redemption payment, directly to the Trustee on the seventh Business Day prior to the appropriate Interest Due Date, Principal Due Date or date of Optional Redemption, as applicable. E. Interest on Late Payments If a payment of principal or interest herein provided for has not been duly received by the Holder from either the Borrower or the Secretary by the close of business on the applicable 2 Res. No. 2000-49 Interest Due Date or Principal Due Date, interest shall accrue on the amount of such payment at the applicable interest rate or rates payable on this Note, from the relevant due date until the date such payment is made. Nothing in the immediately preceding sentence shall be construed as permitting or implying that the Borrower may, without the written consent of the Holder and the Secretary, modify, extend, alter or affect in any manner whatsoever the right of the Holder timely to receive any and all payments of principal and interest specified in this Note. F. Applicability of Fiscal Agency Agreement and Trust Agreement This Note and payments made hereunder shall be administered pursuant to the terms of the Trust Agreement and are subject to such agreement. The terms and provisions of the Trust Agreement, insofar as they affect the rights, duties and obligations of the Holder and/or the Borrower, are hereby incorporated herein and form a part of this Note. Capitalized terms not defined in this Note shall have the meanings ascribed to them in Trust Agreement. The Amended and Restated Master Fiscal Agency Agreement dated as of May 17, 2000 between the Secretary and The Chase Manhattan Bank, as Fiscal Agent(the "Fiscal Agency Agreement") provides for The Chase Manhattan Bank, acting as Fiscal Agent to perform certain duties, including the duties of registrar for this Note until this Note is cancelled or a new registrar appointed in accordance with the Fiscal Agency Agreement. The Trust Agreement provides for the Trustee to perform certain duties, including the duties of paying agent and collection agent for this Note until a new Trustee is appointed in accordance with the Trust Agreement. This Note may be surrendered to the Fiscal Agent for registration of transfer or exchange, as provided in the Fiscal Agency Agreement. The Fiscal Agent and the Trustee shall permit reasonable inspection to be made of a copy of the Fiscal Agency Agreement or Trust Agreement kept on file at its corporate trust office. Neither the Fiscal Agency Agreement nor the Trust Agreement shall change the Borrower's payment obligations under this Note. G. Applicability of Contract and Secretary's Guarantee This Note evidences indebtedness incurred pursuant to and in accordance with the Contract and pursuant to Section 108 of Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. § 5308) (the "HCD Act"). This Note is subject to the terms and provisions of the Contract, to which Contract reference is hereby made for a statement of said terms and provisions and for a description of the collateral security for this Note. The payment of principal on the applicable Principal Due Dates and interest on the applicable Interest Due Dates under this Note is unconditionally guaranteed by the Secretary to the Holder through a guarantee (the "Guarantee"). Execution of the Secretary's Guarantee is required before this Note is effective, and such Guarantee shall be issued pursuant to and in accordance with the terms of the Contract and Section 108 of the HCD Act. H. Default A default under this Note shall occur upon failure by the Borrower to pay principal or interest on this Note when due to the Trustee hereunder. If a Borrower defaults on the payment of any interest or Principal Amount when due, or if the Secretary gives notice of a final decision to declare the Borrower in default pursuant to the following paragraph, the Secretary may, but is Res . No. 2000-49 not obligated to, make on the seventh Business Day preceding any Interest Due Date on or after the first permissible Optional Redemption Date, with seven Business Days prior notice to the Trustee an acceleration payment to the Trustee equal to the Aggregate Principal Amount of the Note, together with accrued and unpaid interest thereon to such Interest Due Date. In the event that any such acceleration payment is made from sources other than funds pledged by the Borrower as security under the Contract (or other Borrower funds), the amounts paid on behalf of the Borrower shall be deemed to be immediately due and payable to the Secretary. Nothing in this paragraph shall be construed as permitting or implying that the Borrower may, without the written consent of the Holder and the Secretary, modify, extend, alter or affect in any manner whatsoever the right of the Holder timely to receive any and all payments of principal and interest specified in this Note. In addition,the Secretary may declare the Borrower in default under this Note if the Secretary makes a final decision in accordance with the provisions of 24 C.F.R. § 570.913 (or any successor regulation thereof), including requirements for reasonable notice and opportunity for hearing, that the Borrower has failed to comply substantially with Title I of the HCD Act. Following the giving of such reasonable notice, the Secretary may take the remedial actions specified as available in the relevant provisions of the Contract pending the Secretary's final decision. I. Holder's Reliance on Guarantee Following a default by the Borrower under the terms of this Note, the Holder agrees to rely wholly and exclusively for repayment of this Note upon the Guarantee. The enforcement of any instruments or agreements securing or otherwise related to this Note shall be the sole responsibility of the Secretary, and the Holder shall not be responsible for the preparation, contents or administration of such instruments and agreements, or for any actions taken in connection with such instruments and agreement. The Holder, to the extent it is legally able to do so, shall bind or cause to be bound its successors and assigns to all limitations imposed upon the Holder by this Note. J. Amendment This Note may only be amended with the prior written consent of the Secretary and the Borrower. No such amendment shall reduce, without the prior written consent of the Holder of this Note, in any manner the amount of, or delay the timing of, payments required to be received on this Note by the Holder or Trustee, including Guarantee Payments. K. Waivers The Borrower hereby waives any requirement for presentment, protest or other demand or notice with respect to this Note. The Borrower hereby waives notice of default and opportunity for hearing for any failure to make a payment when due. 4 Res . No. 2000-49 L. Delivery and Effective Date This Note is deemed issued, executed, and delivered on behalf of the Borrower by its authorized official as an obligation guaranteed by the Secretary pursuant to Section 108 of the HCD Act, effective as of the date of the Secretary's Guarantee. M: Borrower Specific Provisions [This space intentionally left blank] [Signature page follows] 5 Res. No. 2000-49 IN WITNESS WHEREOF, the undersigned, as an authorized official of the Borrower, has executed and delivered this Note. City of Huntington Beach BORRO By: ( nature) Dave Garofalo (Name) Mayor (Title) ATTEST: /11/. (Signature) Connie Brocktisy (Name) City Clerk APPROVEO AS TO POR a (Title) Gqr- CAlL HUTTON, City Attorne? Deputy City Attorney 6 Res . No. 2000-49 NOTE NUMBER: B-97-MC-06-0506 BORROWER: City of Huntington Beach, California SCHEDULE P&I Principal Principal Amount Due Date Interest Rate Optional Redemption Available YES NO $55,000 August 1,2000 % X $70,000 August 1,2001 % X $75,000 August 1,2002 % X $80,000 August 1,2003 % X $85,000 August 1,2004 % X $90,000 August 1,2005 % X $95,000 August 1,2006 % X $105,000 August 1,2007 % X $110,000 August 1,2008 % X $120,000 August 1,2009 % X $125,000 August 1,2010 % X $135,000 August 1,2011 % X $140,000 August 1,2012 % X $150,000 August 1,2013 % X $160,000 August 1,2014 % X $170,000 August 1,2015 % X $180,000 August 1,2016 % X $195,000 August 1,2017 % X $210,000 August 1,2018 % X $220,000 August 1,2019 % X Aggregate Principal Amount of Note: $2,570,000 Principal Amounts for which Optional Redemption is available may be redeemed,subject to the terms contained herein and in the Trust Agreement,on any Interest Due Date on or after August 1,2009. Res. No. 2000-49 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held on the 15th day of May, 2000 by the following vote: AYES: Julien, Sullivan, Harman, Garofalo, Green, Dettloff, Bauer NOES: None ABSENT: None ABSTAIN: None Lfia• ageig•eay-- City Clerk and ex-officio Cfbrk of the City Council of the City of Huntington Beach, California Contract for Section 108 Loan for City Gym and Pool Contract for Fixed Rate Note, Entitlement, model 4-4-00 61440 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT ,5/( CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER SECTION 108 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED, 42 U. S.C. §5308 For Series HUD 2000-A Certificates This Contract for Loan Guarantee Assistance ("Contract") is entered into by HUNTINGTON BEACH, CALIFORNIA, as Borrower (the "Borrower") , and the Secretary of Housing and Urban Development ("Secretary") , as guarantor for the Guarantee made pursuant to section 108 ("Section 108") of title I of the Housing and Community Development Act of 1974, as amended (the "Act") and 24 CFR Part 570, Subpart M, of the promissory note executed contemporaneously herewith and numbered B-97-MC-06-0506, in the Aggregate Principal Amount of $2,570,000, and any amended note or note issued in substitution for such note and having the same note number (the "Note") . Such Aggregate Principal Amount will be paid or credited to the account of the Borrower pursuant hereto (including any funds used to pay off prior interim notes refinanced by the Note) , and all such amounts are collectively referred to herein as the "Guaranteed Loan Funds . " The Note (including the Fiscal Agency Agreement and the Trust Agreement as defined in the Note and incorporated therein) is hereby incorporated into the Contract. Terms used in the Contract with initial capital letters and not otherwise defined in the text hereof shall have the respective meanings given thereto in the Note. The Fiscal Agency Agreement and the Trust Agreement are sometimes collectively referred to herein as the "Fiscal Agency/Trust Agreements, " and the Fiscal Agent and the Trustee respectively are sometimes collectively referred to as the "Fiscal Agent/Trustee . " PART I A. The Note. The Note is payable to the Trustee as Registered Holder. On the Public Offering Date, it is expected that trust certificates backed by the Note and similar notes issued by other Section 108 borrowers, denominated "Section 108 Government Guaranteed Participation Certificates Series HUD 2000-A, " will be purchased for a purchase price of the full aggregate principal amounts thereof by underwriters selected by the Secretary (the "Underwriters") pursuant to an Underwriting Agreement between the Underwriters and the Secretary, at a closing on such Public Offering Date as determined by the Secretary and the Underwriters . The Borrower agrees that the interest rate at which the trust certificate of a specified maturity is sold to the Underwriters shall be the interest rate inserted on the Public Offering Date in Schedule P&I of the Note for the Principal Amount of corresponding maturity. The Note shall be effective as an obligation of the Borrower only upon its Contract for Fixed Rate Note, Entitlement, model 4-4-00 2 delivery by the Secretary to the Fiscal Agent/Trustee and sale to the Underwriters at the closing on the Public Offering Date . The Borrower authorizes the Secretary to deliver the Note, together with the Secretary' s Guarantee thereof, to the Fiscal Agent/Trustee as of such closing on the Public Offering Date, in accordance with the Fiscal Agency/Trust Agreements . After the Public Offering Date, the Borrower agrees that the Trustee pursuant to the Trust Agreement will maintain the books and records of all payments on the Note and all Principal Amounts and interest rates on such Principal Amounts . B. Prior Notes. Upon the delivery of the Note to the Fiscal Agent/Trustee and sale to the Underwriters on the Public Offering Date, any prior interim note representing a Commitment Amount (as set forth therein) which has been fully funded as of such closing on the Public Offering Date shall be replaced by the Note, cancelled and returned to the Borrower. At the request of the Borrower and with the consent of the Secretary, any interim note which has not been fully funded as described in the preceding sentence may remain outstanding and available for further advances in accordance with the terms thereof, provided that the remaining Commitment Amount of any such interim note shall be reduced by the amount of Guaranteed Loan Funds paid or credited to the Borrower' s account with respect to such interim note on or prior to the Public Offering Date . C. Prior Contracts. As of the date of the Secretary' s Guarantee of the Note, this Contract supersedes any prior Contract for Loan Guarantee Assistance entered into between the parties with respect to the Guaranteed Loan Funds, the terms of the Secretary' s Guarantee, and any other matter covered by this Contract, provided that any such prior Contract continues to govern any action taken by the Borrower or the Secretary pursuant thereto and prior to the Secretary' s Guarantee of the Note (except for the provisions of paragraph 4 of this Contract) . Notwithstanding the preceding sentence, if such prior Contract contained provisions for security for the benefit of the Secretary in addition to the security identified in paragraphs 5 (a) , 5 (b) , 5 (d) , or 5 (e) hereof, which security may be generally set forth or incorporated in paragraph 5 (c) (and any related provisions incorporated in paragraph 12) of such prior Contract, or may be set forth in paragraph 15 or any succeeding paragraphs (including related provisions incorporated in paragraph 12) of such prior Contract, such additional security provisions of the prior Contract are hereby incorporated in this Contract and shall be deemed a part hereof. D. Consents. By execution of this Contract, the Borrower ratifies and consents to the Secretary' s selection of the 471 1 Contract for Fixed Rate Note, Entitlement, model 4-4-00 3 Underwriters and authorizes the Secretary to negotiate with the Underwriters the terms of the Underwriting Agreement and of the public offering of interests in the trust certificates to investors (including the applicable interest rates) . In addition, by execution hereof the Borrower ratifies and consents to the Secretary' s selection of the Fiscal Agent/Trustee and agrees to the respective terms of the Fiscal Agency/Trust Agreements . PART II 1 . Receipt, Deposit and Use of Guaranteed Loan Funds. (a) Except for fees and charges deducted on the Public Offering Date pursuant to paragraph 4 (a) by the Fiscal Agent/Trustee, or funds used to pay off any interim note refinanced by the Note, the Guaranteed Loan Funds shall be electronically transferred in accordance with the Borrower ' s instructions for deposit in a separate, identifiable custodial account (the "Guaranteed Loan Funds Account") with a financial institution whose deposits or accounts are Federally insured. The Guaranteed Loan Funds Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1) and shall be continuously maintained for the Guaranteed Loan Funds . Such Letter Agreement must be executed when the Guaranteed Loan Funds Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution. ) The Borrower shall make withdrawals from said account only for payment of the costs of approved Section 108 activities, for transfer to the Loan Repayment Account or for the temporary investment of funds pursuant to this paragraph 1 (a) . Such temporary investment of funds into the Guaranteed Loan Funds Investment Account shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Guaranteed Loan Funds Account. At that time, any balance of funds in the Guaranteed Loan Funds Account exceeding such insurance coverage shall be fully (100%) and continuously invested in Government Obligations, as defined in paragraph 10 hereof, held in the Guaranteed Loan Funds Investment Account . All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with the cash requirements of the approved activities . In no event shall the investments mature on or after July 1, 2001, or have maturities which exceed one year. All such investments shall be held in trust for the benefit of the Secretary by the above financial institution Contract for Fixed Rate Note, Entitlement, model 4-4-00 4 in an account (the "Guaranteed Loan Funds Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2) , which account shall be maintained for all Government Obligations purchased with funds from the Guaranteed Loan Funds Account . The Guaranteed Loan Funds Investment Account need only be established if and when the Borrower is required to invest, or otherwise invests, the Guaranteed Loan Funds in Government Obligations . Such Letter Agreement must be executed when the Guaranteed Loan Funds Investment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution. ) All proceeds and income derived from such investments shall be returned to the Guaranteed Loan Funds Account. All funds in the Guaranteed Loan Funds Account or the Guaranteed Loan Funds Investment Account must be withdrawn and disbursed by the Borrower for approved activities by July 1, 2001 . Any funds remaining in either Account after this date shall be immediately transferred to the Loan Repayment Account established pursuant to paragraph 6 of this Contract. (b) The Borrower shall by the fifteenth day of each month provide the Secretary with a written statement showing the balance of funds in the Guaranteed Loan Funds Account and the withdrawals from such account during the preceding calendar month, and a statement identifying the obligations and their assignments in the Guaranteed Loan Funds Investment Account . (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower in and to the Guaranteed Loan Funds and Guaranteed Loan Funds Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligations of the Borrower under this Contract or the Fiscal Agency/Trust Agreements . 2 . Payments Due on Note. The Borrower shall pay to the Fiscal Agent/Trustee, as collection agent for the Note, all amounts due pursuant to the terms of the Note . In accordance with the Note and the Fiscal Agency/Trust Agreements, payment shall be made by 3 : 00 P.M. (New York City time) on the seventh Business Day (the "Note Payment Date") preceding the relevant Interest Due Date or Principal Due Date (each as defined in the Note) . If any Note Payment Date falls on a day that is not a Business Day, then the required payment shall be made on the next Business Day. Payment may be made by check or wire transfer. 7i! Contract for Fixed Rate Note, Entitlement, model 4-4-00 5 3 . Selection of New Fiscal Agent or Trustee. The Secretary shall select a new Fiscal Agent or Trustee if the Fiscal Agent or Trustee resigns or is removed by the Secretary. The Borrower hereby consents in advance to any such selection and to any changes in the Fiscal Agency/Trust Agreements agreed to by any Fiscal Agent or Trustee and the Secretary, subject to paragraph 4 (d) of this Contract . 4 . Payments Due Fiscal Agent or Trustee. (a) The Borrower agrees to pay the Borrower' s share, as determined by the Secretary, of the customary and usual issuance, underwriting, and other costs related to the public offering and future administration of the Note and the trust certificates, as approved by the Secretary, including the cost of reimbursement and/or compensation of the Trustee pursuant to the Trust Agreement, including Sections 3 . 11 and 7 . 01 thereof. In connection with the public offering, such payment shall either be made by wire transfer to the Trustee on the day prior to the Public Offering Date or shall be deducted from the Guaranteed Loan Funds on the Public Offering Date . (b) The Borrower shall submit to the Secretary not later than ten Business Days prior to the Public Offering Date applicable to the Note, this executed Contract, the executed Note, and an opinion acceptable to the Secretary from the Borrower' s counsel to the effect that: (i) the governing body of the Borrower has authorized by resolution or ordinance, in accordance with applicable State and local law, the issuance of the Note and the execution of this Contract; (ii) the Note and this Contract are valid, binding, and enforceable obligations of the Borrower; (iii) the pledge of funds pursuant to 24 CFR §570 . 705 (b) (2) and paragraph 5 (a) of this Contract is valid and binding; and (iv) there is no outstanding litigation that will affect the validity of the Note or this Contract . In addition, the Borrower shall submit any other additional documents or opinions specifically required by this Contract (e .g. , paragraph 5 (c) , or paragraph 15, et seq. ) , at the time required thereby. (c) The Borrower agrees to reimburse the Underwriters upon demand by the Secretary for the Borrower' s share, as determined by the Secretary, of all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred in connection with a proposed public offering, if the Underwriters incur such additional costs for the public offering because the Borrower withdraws from the offering within ten Business Days of the Public Offering Date, or if the Borrower fails for any reason timely to submit in acceptable form any document required by this aj Contract for Fixed Rate Note, Entitlement, model 4-4-00 6 Contract (including paragraph 4 (b) ) , to be submitted before the Public Offering Date . By execution and delivery of this Contract to the Secretary, the Borrower hereby expressly authorizes the Secretary to pay amounts due under this paragraph from funds pledged under paragraph 5 (a) of this Contract. (d) The undertakings in paragraphs 3 and 4 of this Contract are expressly subject to the requirement that the Fiscal Agency/Trust Agreements shall in no event require payment of fees or charges, reimbursement of expenses, or any indemnification by the Borrower from any source other than funds pledged pursuant to paragraphs C. , 5, or 15 et seq. , of this Contract. 5 . Security. The Borrower hereby pledges as security for repayment of the Note, and such other charges as may be authorized in this Contract, the following: (a) All allocations or grants which have been made or for which the Borrower may become eligible under Section 106 of the Act, as well as any grants which are or may become available to the Borrower pursuant to Section 108 (q) . (b) Program income, as defined at 24 CFR 570 . 500 (a) (or any successor regulation) , directly generated from the use of the Guaranteed Loan Funds . (c) Other security as described in paragraph 15, et seq. , or incorporated herein by paragraph C. hereof, as applicable. (d) All proceeds (including insurance and condemnation proceeds) from any of the foregoing. (e) All funds or investments in the accounts established pursuant to paragraphs 1 and 6 of this Contract. 6 . Loan Repayment Account. (a) All amounts pledged pursuant to paragraphs 5 (b) , 5 (c) , and 5 (d) of this Contract shall be deposited immediately on receipt in a separate identifiable custodial account (the "Loan Repayment Account") with a financial institution whose deposits or accounts are Federally insured. The Loan Repayment Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1) and shall be maintained for such pledged funds . The Loan Repayment Account need only be established if and when the Borrower receives amounts pledged pursuant to paragraph 5 (b) , 5 (c) or 5 (d) . Such Letter Agreement must be executed when the Loan Repayment Account is established. (A fully executed copy of such Letter Agreement J Contract for Fixed Rate Note, Entitlement, model 4-4-00 7 shall be submitted to the Secretary within thirty days of its execution. ) Borrower shall make withdrawals from said account only for the purpose of paying interest and principal due on the Note (including the purchase of Government Obligations in accordance with paragraph 10 hereof) , for payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or for the temporary investment of funds pursuant to this paragraph, until final payment and discharge of the indebtedness evidenced by the Note, unless otherwise expressly authorized by the Secretary in writing. Such temporary investment of funds shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Loan Repayment Account . At that time, any balance of funds in the Loan Repayment Account exceeding such insurance coverage shall be fully (100%) and continuously invested in Government Obligations, as defined in paragraph 10 hereof. All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with cash requirements for payment of principal and interest as required under the Note. In no event shall the maturities of such investments exceed one year. All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the "Loan Repayment Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2) , which account shall be maintained for all Government Obligations purchased with funds from the Loan Repayment Account . Such Letter Agreement must be executed when the Loan Repayment Investment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution. ) All proceeds and income derived from such investments shall be returned to the Loan Repayment Account. (b) Borrower shall by the fifteenth day of each month, provide the Secretary with a written statement showing the balance of funds in the Loan Repayment Account and the deposits and withdrawals of all funds in such account during the preceding calendar month and a statement identifying the obligations and their assignments in the Loan Repayment Investment Account . (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower in and to the Loan Repayment and Loan Repayment Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligation of the Borrower under this . , , Contract for Fixed Rate Note, Entitlement, model 4-4-00 8 Contract or the Fiscal Agency/Trust Agreements . 7 . Use of CDBG or EDI Funds for Repayment. Any funds available to the Borrower under Section 106 of the Act (including program income derived therefrom) are authorized to be used by the Borrower for payments due on the Note, Optional Redemption (as defined in the Note) , payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or the purchase of Government Obligations in accordance with paragraph 10 . Any funds specifically available to the Borrower for such payments or as a debt service reserve under an EDI Grant Agreement pursuant to Section 108 (q) of the Act which supports the eligible project (s) and activities financed by the Note may also be used therefor; any other use of Section 108 (q) funds for such purposes shall require the prior written approval of the Secretary. Unless otherwise specifically provided herein or unless otherwise expressly authorized by the Secretary in writing, the Borrower shall substantially disburse funds available in the Loan Repayment or the Loan Repayment Investment Accounts before funds from grants under Section 106 of the Act are withdrawn from the U. S . Treasury for such purposes . 8 . Secretary' s Right to Restrict Use of CDBG Funds to Repayment. Upon a determination by the Secretary that payments required by paragraph 2 and/or paragraph 4 of this Contract are unlikely to be made as specified, the Secretary may give the Borrower notice that the availability to the Borrower of funds pledged under paragraph 5 (a) of this Contract for purposes other than satisfaction of the pledge is being restricted. This restriction shall be in an amount estimated by the Secretary to be sufficient to ensure that the payments referred to in paragraph 2 and/or paragraph 4 hereof are made when due . This restriction may be given effect by conditioning the restricted amounts to prohibit disbursement for purposes other than satisfaction of the pledge at the time such restricted funds are approved as grants, by limiting the Borrower ' s ability to draw down or expend the restricted funds for other purposes, and by disapproving payment requests submitted with respect to such grants for purposes other than satisfaction of the pledge . For New York CDBG nonentitlement Borrowers only. In addition, notwithstanding the possible availability of any other source of payment or any other possible remedy available to the Secretary under this Contract, the Borrower hereby agrees to apply for a noncompetitive grant under 24 CFR §570 . 432, or any successor provision, immediately upon request of the Secretary if the Secretary determines that the Borrower is unlikely timely to make any payment due under the Note or this Contract, or has not timely made such payment . The Borrower agrees to apply in the amount requested by the Secretary and to submit any certifications or other documentation required by the Secretary in connection with any application. Contract for Fixed Rate Note, Entitlement, model 4-4-00 9 9 . Secretary' s Right to Use Pledged Funds for Repayment. The Secretary may use funds pledged under paragraph 5 (a) of this Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under paragraph 2 and/or paragraph 4, if such payment has not been timely made by the Borrower. 10 . Defeasance. For purposes of this Contract, the Note shall be deemed to have been paid (defeased) if there shall have been deposited with the Trustee either moneys or Government Obligations (defined below) , which in the sole determination of the Secretary, mature and bear interest at times and in amounts sufficient, together with any other moneys on deposit with the Trustee for such purpose, to pay when due the principal and interest to become due on the Note . The Aggregate Principal Amount of the Note or any unpaid Principal Amount may be so defeased, in whole or in part, as of any Principal Due Date. In accordance with the Note and the Trust Agreement, the Borrower shall give timely notice and written instructions to the Secretary and the Trustee concerning any principal amounts proposed to be defeased, including any Optional Redemptions proposed, which instructions shall be approved by the Secretary. If the unpaid Aggregate Principal Amount of the Note guaranteed pursuant to this Contract shall be defeased and deemed to have been paid in full, then the Borrower shall be released from all agreements, covenants, and further obligations under the Note. "Government Obligation" means a direct obligation of, or any obligation for which the full and timely payment of principal and interest is guaranteed by, the United States of America, including but not limited to, United States Treasury Certificates of Indebtedness, Notes and Bonds - State and Local Government Series or certificates of ownership of the principal of or interest on direct obligations of, or obligations unconditionally guaranteed by, the United States of America, which obligations are held in trust by a commercial bank which is a member of the Federal Reserve System and has capital and surplus (exclusive of undivided profits) in excess of $100, 000, 000 . 11 . Default. (a) A Default under the Note and this Contract shall occur upon failure by the Borrower to: (i) pay when due an installment of principal or interest on the Note; or (ii) punctually and properly perform, observe, and comply with any covenant, agreement, or condition contained in: (A) this Contract, (B) any security agreement, deed of trust, mortgage, assignment, guarantee, or other contract securing payment of indebtedness evidenced by the Note, or (C) any future ()) Contract for Fixed Rate Note, Entitlement, model 4-4-00 10 amendments, modifications, restatements, renewals, or extensions of any such documents . (b) The Borrower waives notice of Default and opportunity for hearing with respect to a Default under paragraph 11 (a) . (c) In addition to Defaults under paragraph 11 (a) , the Secretary may declare the Note in Default if the Secretary makes a final decision in accordance with the provisions of section 111 of the Act and 24 CFR 570 . 913 (or any successor provisions) , including requirements for reasonable notice and opportunity for hearing, that the Borrower has failed to comply substantially with title I of the Act . Notwithstanding any other provision, following the giving of such reasonable notice, the Secretary may, in the Secretary' s sole discretion pending the Secretary' s final decision, withhold the guarantee of any or all obligations not yet guaranteed on behalf of the Borrower under outstanding commitments, and/or direct the Borrower' s financial institution to: refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account initiated by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account . 12 . Remedial Actions . Upon a Default or declaration of Default under this Contract, the Secretary may, in the Secretary' s sole discretion, take any or all of the following remedial actions: (a) With any funds or security pledged under this Contract, the Secretary may (i) continue to make payments due on the Note, (ii) make an acceleration payment with respect to the principal amount of the Note subject to Optional Redemption as provided in Section B of the Note, (iii) purchase Government Obligations in accordance with paragraph 10 of this Contract, (iv) pay any interest due for late payment as provided in the Note, this Contract, or the Fiscal Agency/Trust Agreements, (v) pay any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, and/or (vi) pay any reasonable expenses incurred by the Secretary or the Fiscal Agent/Trustee as result of the Borrower' s Default. (b) The Secretary may withhold the guarantee of any or all obligations not yet guaranteed or grants not yet disbursed under outstanding guarantee commitments or grant approvals for the Borrower under Section 108 of the Act . (c) The Secretary may direct the Borrower' s financial institution to: refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Contract for Fixed Rate Note, Entitlement, model 4-4-00 11 Loan Funds Investment Account or the Loan Repayment Investment Account; and/or direct the Borrower and/or the Borrower' s financial institution to transfer remaining balances from the Guaranteed Loan Funds Account to the Loan Repayment Account . (d) With respect to amounts subject to Optional Redemption, the Secretary may accelerate the Note . (e) The Secretary may exercise any other appropriate remedies or sanctions available by law or regulation applicable to the assistance provided under this Contract, or may institute any other action available under law to recover Guaranteed Loan Funds or to reimburse the Secretary for any payment under the Secretary' s Guarantee or any reasonable expenses incurred by the Secretary as a result of the Default . (f) All notices and submissions provided for hereunder shall be in writing (including by telex, telecopier or any other form of facsimile communication) and mailed or sent or delivered, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and other communications shall be effective when received as follows : (i) if sent by hand delivery, upon delivery; (ii) if sent by mail, upon the earlier of the date of receipt or five Business Days after deposit in the mail, postage prepaid; (iii) if sent by telex, upon receipt by the sender of an answer back; and (iv) if sent by telecopier, upon receipt . The Secretary: U.S. Dept . of Housing and Urban Development Attention: Paul Webster, Director Financial Management Division 451 7th Street, SW, Room 7180 Washington, DC 20410 Borrower: City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 13 . Limited Liability. Notwithstanding any other provision of this Contract, the Fiscal Agency/Trust Agreements or the Note, any recovery against the Borrower for any liability for amounts due pursuant to the Note, the Fiscal Agency/Trust Agreements and this Contract shall be limited to the sources of security pledged in paragraphs C. , 5, or any Special Conditions of this Contract . Neither the general credit nor the taxing power of the Borrower, or of the State in which the Borrower is located, is ( ) Contract for Fixed Rate Note, Entitlement, model 4-4-00 12 pledged for any payment due under the Note, the Contract, or the Fiscal Agency/Trust Agreements . 14 . Incorporated Grant Agreement. The Contract and the Note are hereby incorporated in and made a part of the Grant Agreement authorized by the Secretary on August 12 , 1997 under the Funding Approval for grant number B-97-MC-06-0506 to the Borrower. In carrying out activities with the Guaranteed Loan Funds hereunder, the Borrower agrees to comply with the Act and 24 CFR Part 570, as provided in Subpart M thereof . 15 . Special Conditions and Modifications : (a) The Borrower acknowledges and agrees that the Secretary' s guarantee of the Notes is made in reliance upon the availability of grants pledged pursuant to paragraph 5 (a) (individually, a "Pledged Grant" and, collectively, the "Pledged Grants" ) in any Federal fiscal year subsequent to the Federal fiscal year ending September 30, 2000 to : (i) pay when due the payments to become due on the Notes, or (ii) defease (or, if permitted, prepay) all outstanding Notes . The Borrower further acknowledges and agrees that if the Secretary (in the Secretary' s sole discretion) determines that Pledged Grants are unlikely to be available for either of such purposes, such determination shall be a permissible basis for any of the actions specified in paragraphs 15 (b) and (c) . (b) Upon written notice from the Secretary to the Borrower at the address specified in paragraph 12 (f) of this Contract that the Secretary (in the Secretary' s sole discretion) has determined that Pledged Grants are unlikely to be available for either of the purposes specified in (i) and (ii) of paragraph 15 (a) hereof (such notice being hereinafter referred to as the "Notice of Impaired Security" ) , the Secretary may limit the availability of Pledged Grants by withholding amounts at the time a Pledged Grant is approved or by disapproving payment requests submitted with respect to Pledged Grants . (c) If after 60 days from the Notice of Impaired Security the Secretary (in the Secretary' s sole discretion) determines that Pledged Grants are still unlikely to be available for either of the purposes specified in (i) and (ii) of paragraph 15 (a) hereof, the Secretary may declare the Notes in Default (without additional notice or hearing, which Borrower hereby expressly waives) and exercise any and all remedies available under paragraph 12 . This paragraph 15 (c) shall not affect the right of the Secretary to declare the Notes in Default pursuant to paragraph 11 and to exercise in connection therewith any and all remedies available under paragraph 12 . 0 ) ' Contract for Fixed Rate Note, Entitlement, model 4-4-00 13 (d) Guaranteed Loan Funds shall be used by the Borrower to assist with the rehabilitation of a gymnasium and community swimming pool, pursuant to 24 CFR 570 . 703 (1) , rehabilitation of a public facility, and pursuant to national objectives under 24 CFR 570 . 208 (b) (2) , prevention or elimination of slums or blight on a spot basis . IN WITNESS WHEREOF, the undersigned, as authorized officials on behalf of the Borrower or the Secretary, have executed this Contract for Loan Guarantee Assistance, which shall be effective upon delivery of the Note and Guarantee as of the Public Offering Date (except that paragraph 4 hereof shall be effective when this Contract is executed on behalf of the Borrower and delivered to the Secretary) . CITY OF HUNTINGTON BEACH, CALIFORNIA BORROWER ATTEST: Connie Brockway BY: Dave Garofalo (Name) (Name) City Clerk Mayor (Title) (Title) (Signature) i naturr 57400 �J ) ( g G� 05-24-00 / (Date) �1r 1PPROPED AS TO FORM:I GAIL HUTTON, City Attorney By:, Deputy City Attorney SECRETARY OF H• SING AND URBAN DEVELOPMENT BY: 4 JUN . -_ _ Jeff 'le) Depu iffy:sistant Secretary fo:gnomic Development V,„,(Title) tk!; (IP r Ui/15ibb 11:42 FINRNCIAL MRNAGEMENT DIUISION 4 714 375 5087 NO.075 P02 • ATTACHMENT 1 U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT • LETTER AGREEMENT FOR SECTION 108 LOAN GUARANTEE PROGRAM CUSTODIAL ACCOUNT Name of Institution (and Branch) Street City DATE ( ) This account is established for funds received by the Borrower under note (s) guaranteed by the United States Department of Housing and Urban Development (HUD) under the Section 108 Loan Guarantee Program. (Guaranteed Loan Funds Account . ) ( J This account is established for repayment of the note guaranteed by HUD under the Section 108 Loan Guarantee Program. (Loan Repayment Account) . () This account is established as a debt service reserve under the Section 108 Loan Guarantee Program. (Debt Service Reserve Account. ) You are hereby authorized and requested to establish a custodial account to be specifically designated Trustee of United States Department of Housing and Urban Development. " All deposits made in such account shall be subject to withdrawal therefrom by the Borrower named below, and shall also be subject to withdrawal therefrom by HUD. No agent of the Borrower shall be authorized to withdraw funds from the account. You are also authorized to pay HUD at any time upon its written demand, which need not name a specific amount, the entire amount in such account subject only to notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . • You are further authorized upon the request of HUD to refuse to honor any instrument drawn upon or withdrawals from such account by MAY-15-2000 08:31 202 708 1798 96% P.02 05/15/00 11:42 FINRNCIAL MANAGEMENT DIUISION 4 714 375 5087 NO.075 UO3 parties other than HUD and to change the name of the aforesaid account to the "United States Department of Housing and Urban Development. " In no instance shall the funds in the Custodial Account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. This letter is submitted to you in duplicate. Please execute the duplicate cony of the certificate below, acknowledging the existence of such account, so that we may present the copy signed by you to HUD. Name of Borrower By (Signature) Title The undersigned institution certifies to the United States Department of Housing and Urban Development (HUD) that the account identified is in existence in this institution under account number _ , and agrees with the Borrower named above and HUD to honor demands on such account in the manner provided in the above letter, subject only to notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . The undersigned institution further agrees upon the request of HUD to refuse to honor any instruments drawn upon or withdrawals from such account by parties other than HUD and to change the name of the aforesaid account to "United States Department of Housing and Urban Development. " In no instance shall the funds in the Custodial Account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. Deposits in this institution are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or the National Credit Union Administration. Name of Institution By Title Date 1 - MAY-15-2000 08:32 202 708 1798 96% P.03 "15/00 11:42 FINANCIAL MANAGEMENT DIUISION 4 714 375 5087 NO.075 D04 ATTACHMENT 2 U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT LETTER AGREEMENT FOR SECTION 108 LOAN GUARANTEE PROGRAM CUSTODIAL INVESTMENT ACCOUNT Name of Institution (and Branch) Street City DATE [) This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Guaranteed Loan Funds Account. (Guaranteed Loan Funds Investment Account . ) () This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Loan Repayment Account . (Loan Repayment Investment Account . ) [ J This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Debt Service Reserve Account. (Debt Service Reserve Investment Account. ) You are hereby authorized and requested to hold obligations and assignments of those obligations in trust for the United States Department of Housing and Urban Development (HUD) in an account specifically designated Trustee of United States Department of Housing and Urban Development. " All obligations and assignments shall be subject to release to the Borrower named below, and shall also be subject to release to HUD. No agent of the Borrower shall be authorized to release the obligations or assignments. You are also authorized to release the obligations and assignments to HUD at any time upon its written' demand, which need not name specific obligations and assignments, all obligations and assignments being held in such account subject only to any notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . MAY-15-2000 08:32 202 708 1798 9�i o PA 1.5/00 11:42 FINANCIAL MANAGEMENT DIUISION 4 714 375 5087 NO.075 D05 You are further authorized upon the request of HUD to refuse to honor any request for release of the obligations and assignments from such account by parties other than HUD and to change the name of the aforesaid account to the "United States Department of Housing_ and Urban Development_ " In no instance shall the obligations in the account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. This letter is submitted to you in duplicate. Please execute the duplicate copy of the certificate below, acknowledging the existence of such account, so that we may present the copy signed by you to HUD. Name of Borrower By (Signature) Title The undersigned institution certifies to the United States Department of Housing and Urban Development (HUD) that the account identified is in existence in this institution under account number , and agrees with the Borrower named above and HUD to honor demands release on such account in the manner provided in the above letter, subject only to any notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days. The undersigned institution further agrees upon the request of HUD to refuse to honor any request for release of the obligations and assignments from such account by parties other than HUD and to change the name of the aforesaid account to "United States Department of Housing and Urban Development. " In no instance shall the obligations in the account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. Deposits in this institution are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or the National Credit Union Administration. Name of Institution By Title Date MAY-15-2000 08:33 PAP 7AR 17cR q4,/ o �� Contract for Section 108 Loan for Waterfront Expansion Y � ' ,. ,,,v,., a Contract for Fixed Rate Note, DPA, model 4-4-00 Oitp/oe • U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT q//,/ CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER h/ f SECTION 108 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED, 42 U.S .C. §5308 For Series HUD 2000-A Certificates This Contract for Loan Guarantee Assistance ( "Contract") is entered into by the City of Huntington Beach, California (the "Unit of General Local Government") , the Redevelopment Agency of the City of Huntington Beach, California, as the designated public agency Borrower (the "Borrower") , and the Secretary of Housing and Urban Development ( "Secretary") , as guarantor for the Guarantee made pursuant to section 108 ("Section 108") of title I of the Housing and Community Development Act of 1974 , as amended (the "Act") and 24 CFR Part 570, Subpart M, of the promissory note executed contemporaneously herewith and numbered B-97-MC-06-0506-A, in the Aggregate Principal Amount of $6,000,000, and any amended note or note issued in substitution for such note and having the same note number (the "Note") . Such Aggregate Principal Amount will be paid or credited to the account of the Borrower pursuant hereto (including any funds used to pay off prior interim notes refinanced by the Note) , and all such amounts are collectively referred to herein as the "Guaranteed Loan Funds . " The Note (including the Fiscal Agency Agreement and the Trust Agreement as defined in the Note and incorporated therein) is hereby incorporated into the Contract . Terms used in the Contract with initial capital letters and not otherwise defined in the text hereof shall have the respective meanings given thereto in the Note. The Fiscal Agency Agreement and the Trust Agreement are sometimes collectively referred to herein as the "Fiscal Agency/Trust Agreements, " and the Fiscal Agent and the Trustee respectively are sometimes collectively referred to as the "Fiscal Agent/Trustee . " The Borrower has been designated by the Unit of General Local Government to act as its designated public agency for purposes of issuance of the Note and the initial receipt, deposit and withdrawal of the Guaranteed Loan Funds in accordance with Part II of this Contract . Any agreement or obligation of the Borrower under this Contract shall also be deemed a joint and several agreement or obligation of the Unit of General Local Government for purposes of this Contract, 24 CFR Part 570, Subpart M, and the Act . PART I A. The Note. The Note is payable to the Trustee as Registered Holder. On the Public Offering Date, it is expected that trust certificates backed by the Note and similar notes issued by other Section 108 borrowers, denominated "Section 108 Government Guaranteed Participation Certificates Series Contract for Fixed Rate Note, DPA, model 4-4-00 2 HUD 2000-A, " will be purchased for a purchase price of the • full aggregate principal amounts thereof by underwriters selected by the Secretary (the "Underwriters") pursuant to an Underwriting Agreement between the Underwriters and the Secretary, at a closing on such Public Offering Date as determined by the Secretary and the Underwriters . The Borrower agrees that the interest rate at which the trust certificate of a specified maturity is sold to the Underwriters shall be the interest rate inserted on the Public Offering Date in Schedule P&I of the Note for the Principal Amount of corresponding maturity. The Note shall be effective as an obligation of the Borrower only upon its delivery by the Secretary to the Fiscal Agent/Trustee and sale to the Underwriters at the closing on the Public Offering Date. The Borrower authorizes the Secretary to deliver the Note, together with the Secretary' s Guarantee thereof, to the Fiscal Agent/Trustee as of such closing on the Public Offering Date, in accordance with the Fiscal Agency/Trust Agreements . After the Public Offering Date, the Borrower agrees that the Trustee pursuant to the Trust Agreement will maintain the books and records of all payments on the Note and all Principal Amounts and interest rates on such Principal Amounts . B. Prior Notes. Upon the delivery of the Note to the Fiscal Agent/Trustee and sale to the Underwriters on the Public Offering Date, any prior interim note representing a Commitment Amount (as set forth therein) , which has been fully funded as of such closing on the Public Offering Date shall be replaced by the Note, cancelled and returned to the Borrower . At the request of the Borrower and with the consent of the Secretary, any interim note which has not been fully funded as described in the preceding sentence may remain outstanding and available for further advances in accordance with the terms thereof, provided that the remaining Commitment Amount of any such interim note shall be reduced by the amount of Guaranteed Loan Funds paid or credited to the Borrower' s account with respect to such interim note on or prior to the Public Offering Date. C. Prior Contracts. As of the date of the Secretary' s Guarantee of the Note, this Contract supersedes any prior Contract for Loan Guarantee Assistance entered into between the parties with respect to the Guaranteed Loan Funds, the terms of the Secretary' s Guarantee, and any other matter covered by this Contract, provided that any such prior Contract continues to govern any action taken by the Borrower or the Secretary pursuant thereto and prior to the Secretary' s Guarantee of the Note (except for the provisions of paragraph 4 of this Contract) . Notwithstanding the Contract for Fixed Rate Note, DPA, model 4-4-00 3 preceding sentence, if such prior Contract contained provisions for security for the benefit of the Secretary in addition to the security identified in paragraphs 5 (a) , 5 (b) , 5 (d) , or 5 (e) hereof, which security may be generally set forth or incorporated in paragraph 5 (c) (and any related provisions incorporated in paragraph 12) of such prior Contract, or may be set forth in paragraph 15 or any succeeding paragraphs (including related provisions incorporated in paragraph 12) of such prior Contract, such additional security provisions of the prior Contract are hereby incorporated in this Contract and shall be deemed a part hereof. D. Consents. By execution of this Contract, the Borrower ratifies and consents to the Secretary' s selection of the Underwriters and authorizes the Secretary to negotiate with the Underwriters the terms of the Underwriting Agreement and of the public offering of interests in the trust certificates to investors (including the applicable interest rates) . In addition, by execution hereof the Borrower ratifies and consents to the Secretary' s selection of the Fiscal Agent/Trustee and agrees to the respective terms of the Fiscal Agency/Trust Agreements . PART II 1 . Receipt, Deposit and Use of Guaranteed Loan Funds . (a) Except for fees and charges deducted on the Public Offering Date pursuant to paragraph 4 (a) by the Fiscal Agent/Trustee, or funds used to pay off any interim note refinanced by the Note, the Guaranteed Loan Funds shall be electronically transferred in accordance with the Borrower ' s instructions for deposit in a separate, identifiable custodial account (the "Guaranteed Loan Funds Account") with a financial institution whose deposits or accounts are Federally insured. The Guaranteed Loan Funds Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1) and shall be continuously maintained for the Guaranteed Loan Funds . Such Letter Agreement must be executed when the Guaranteed Loan Funds Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution. ) The Borrower shall make withdrawals from said account only for payment of the costs of approved Section 108 activities, for transfer to the Loan Repayment Account or for the 64) Contract for Fixed Rate Note, DPA, model 4-4-00 4 temporary investment of funds pursuant to this paragraph 1 (a) . Such temporary investment of funds into the Guaranteed Loan Funds Investment Account shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Guaranteed Loan Funds Account . At that time, any balance of funds in the Guaranteed Loan Funds Account exceeding such insurance coverage shall be fully (100%) and continuously invested in Government Obligations, as defined in paragraph 10 hereof, held in the Guaranteed Loan Funds Investment Account. All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with the cash requirements of the approved activities . In no event shall the investments mature on or after July 1, 2001 or have maturities which exceed one year. All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the "Guaranteed Loan Funds Investment Account" ) established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2) , which account shall be maintained for all Government Obligations purchased with funds from the Guaranteed Loan Funds Account . The Guaranteed Loan Funds Investment Account need only be established if and when the Borrower is required to invest, or otherwise invests, the Guaranteed Loan Funds in Government Obligations . Such Letter Agreement must be executed when the Guaranteed Loan Funds Investment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution . ) All proceeds and income derived from such investments shall be returned to the Guaranteed Loan Funds Account . All funds in the Guaranteed Loan Funds Account or the Guaranteed Loan Funds Investment Account must be withdrawn and disbursed by the Borrower for approved activities by July 1, 2001. Any funds remaining in either Account after this date shall be immediately transferred to the Loan Repayment 10count established pursuant to paragraph 6 of this Contract . (b) The Borrower shall by the fifteenth day of each month provide the Secretary with a written statement showing the balance of funds in the Guaranteed Loan Funds Account and the withdrawals from such account during the preceding calendar month, and a statement identifying the obligations and their assignments in the Guaranteed Loan Funds Investment Account . ' Contract for Fixed Rate Note, DPA, model 4-4-00 5 (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower and the Unit of General Local Government in and to the Guaranteed Loan Funds and Guaranteed Loan Funds Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligations of the Borrower under this Contract or the Fiscal Agency/Trust Agreements . 2 . Payments Due on Note. The Borrower shall pay to the Fiscal Agent/Trustee, as collection agent for the Note, all amounts due pursuant to the terms of the Note. In accordance with the Note and the Fiscal Agency/Trust Agreements, payment shall be made by 3 : 00 P.M. (New York City time) on the seventh Business Day (the "Note Payment Date") preceding the relevant Interest Due Date or Principal Due Date (each as defined in the Note) . If any Note Payment Date falls on a day that is not a Business Day, then the required payment shall be made on the next Business Day. Payment may be made by check or wire transfer. 3 . Selection of New Fiscal Agent or Trustee. The Secretary shall select a new Fiscal Agent or Trustee if the Fiscal Agent or Trustee resigns or is removed by the Secretary. The Borrower hereby consents in advance to any such selection and to any changes in the Fiscal Agency/Trust Agreements agreed to by any Fiscal Agent or Trustee and the Secretary, subject to paragraph 4 (d) of this Contract . 4 . Payments Due Fiscal Agent or Trustee. (a) The Borrower agrees to pay the Borrower' s share, as determined by the Secretary, of the customary and usual issuance, underwriting, and other costs related to the public offering and future administration of the Note and the trust certificates, as approved by the Secretary, including the cost of reimbursement and/or compensation of the Trustee pursuant to the Trust Agreement, including Sections 3 . 11 and 7 . 01 thereof . In connection with the public offering, such payment shall either be made by0caire transfer to the Trustee on the day prior to the Public Offering Date or shall be • deducted from the Guaranteed Loan Funds on the Public Offering Date . (b) The Borrower shall submit to the Secretary not later than ten Business Days prior to the Public Offering Date applicable to the Note, this executed Contract, the executed Note, and an opinion acceptable to the Secretary from the Borrower ' s counsel to the effect that : (i) the governing body Contract for Fixed Rate Note, DPA, model 4-4-00 6 • of the Borrower has authorized by resolution or ordinance, in accordance with applicable State and local law, the issuance of the Note and the execution of this Contract; (ii) the Note and this Contract are valid, binding, and enforceable obligations of the Borrower; (iii) the pledge of funds pursuant to 24 CFR §570 . 705 (b) (2) and paragraph 5 (a) of this Contract is valid and binding; and (iv) there is no outstanding litigation that will affect the validity of the Note or this Contract. At the same time, the Borrower shall submit an opinion acceptable to the Secretary from the Unit of General Local Government' s counsel (which may be combined with the preceding opinion, if issued by the same counsel) to the effect that : (i) the governing body of the Unit of General Local Government has authorized this transaction by resolution or ordinance, in accordance with applicable State and local law, and has designated the Borrower to issue the Note and receive and administer the proceeds thereof; (ii) the pledge of funds pursuant to 24 CFR 570 . 705 (b) (2) and this Contract is valid and binding; and (iii) there is no outstanding litigation that will affect the validity of this Contract . In addition, the Borrower or the Unit of General Local Government shall submit any other additional documents or opinions specifically required by this Contract (e .g. , paragraph 5 (c) , or paragraph 15, et seq. ) , at the time required thereby. (c) The Borrower and the Unit of General Local Government agree to reimburse the Underwriters upon demand by the Secretary for the Borrower' s share, as determined by the Secretary, of all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred in connection with a proposed public offering, if the Underwriters incur such additional costs for the public offering because the Borrower withdraws from the offering within ten Business Days of the Public Offering Date, or if the Borrower fails for any reason timely to submit in acceptable form any document required by this Contract (including paragraph 4 (b) ) , to be submitted before the Public Offering Date . By execution and delivery of this Contract to the Secretary, the Borrower and the Unit of General Local Government hereby expressly authorize the Secretarto pay amounts due under this paragraph from funds pledged under paragraph 5 (a) of this Contract . (d) The undertakings in paragraphs 3 and 4 of this Contract are expressly subject to the requirement that the Fiscal Agency/Trust Agreements shall in no event require payment of fees or charges, reimbursement of expenses, or any indemnification by the Borrower (or the Unit of General Local Government, or the applicable State, if any) from any source other than funds pledged pursuant to paragraphs C. , 5, or 15 ' Contract for Fixed Rate Note, DPA, model 4-4-00 7 et seq. , of this Contract . 5 . Security. The Unit of General Local Government and the Borrower hereby pledge as security for repayment of the Note, and such other charges as may be authorized in this Contract, the following: (a) All allocations or grants which have been made or for which the Unit of General Local Government or the Borrower may become eligible under Section 106 of the Act, as well as any grants which are or may become available to the Unit of General Local Government or the Borrower pursuant to Section 108 (q) . (b) Program income, as defined at 24 CFR 570 . 500 (a) (or any successor regulation) , directly generated from the use of the Guaranteed Loan Funds . (c) Other security as described in paragraph 15, et seq. , or incorporated herein by paragraph C . hereof, as applicable . (d) All proceeds (including insurance and condemnation proceeds) from any of the foregoing. (e) All funds or investments in the accounts established pursuant to paragraphs 1 and 6 of this Contract . 6 . Loan Repayment Account. (a) All amounts pledged pursuant to paragraphs 5 (b) , 5 (c) , and 5 (d) of this Contract shall be deposited immediately on receipt in a separate identifiable custodial account (the "Loan Repayment Account") with a financial institution whose deposits or accounts are Federally insured. The Loan Repayment Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1) and shall be maintained for such pledged funds . The Loan Repayment Account need only be established if and when the Borrower receives amounts pledged J pursuant to paragraph 5 (b) , 5 (c) or 5 (d) . Such Letter Agreement must be executed when the Loan Repayment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution. ) Borrower shall make withdrawals from said account only for the purpose of paying interest and principal due on the Note (including the purchase of Government Obligations in accordance with paragraph 10 hereof) , for payment of any other obligation of the Borrower under this Contract or the Contract for Fixed Rate Note, DPA, model 4-4-00 8 Fiscal Agency/Trust Agreements, or for the temporary investment of funds pursuant to this paragraph, until final payment and discharge of the indebtedness evidenced by the Note, unless otherwise expressly authorized by the Secretary in writing. Such temporary investment of funds shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Loan Repayment Account. At that time, any balance of funds in the Loan Repayment Account exceeding such insurance coverage shall be fully (100%) and continuously invested in Government Obligations, as defined in paragraph 10 hereof. All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with cash requirements for payment of principal and interest as required under the Note . In no event shall the maturities of such investments exceed one year. All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the "Loan Repayment Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2) , which account shall be maintained for all Government Obligations purchased with funds from the Loan Repayment Account. Such Letter Agreement must be executed when the Loan Repayment Investment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution. ) All proceeds and income derived from such investments shall be returned to the Loan Repayment Account . (b) Borrower shall by the fifteenth day of each month, provide the Secretary with a written statement showing the balance of funds in the Loan Repayment Account and the deposits and withdrawals of all funds in such account during the preceding calendar month and a statement identifying the obligations and their assignments in the Loan Repayment Investment Account . (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower and the Unit of General Local Government in and to the Loan Repayment and Loan Repayment Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements . ' Contract for Fixed Rate Note, DPA, model 4-4-00 9 7 . Use of CDBG or EDI Funds for Repayment. Any funds available to the Unit of General Local Government or the Borrower under Section 106 of the Act (including program income derived therefrom) are authorized to be used by the Borrower for payments due on the Note, Optional Redemption (as defined in the Note) , payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or the purchase of Government Obligations in accordance with paragraph 10 . Any funds specifically available to the Unit of General Local Government or the Borrower for such payments or as a debt service reserve under an EDI Grant Agreement pursuant to Section 108 (q) of the Act which supports the eligible project (s) and activities financed by the Note may also be used therefor; any other use of Section 108 (q) funds for such purposes shall require the prior written approval of the Secretary. Unless otherwise specifically provided herein or unless otherwise expressly authorized by the Secretary in writing, the Borrower shall substantially disburse funds available in the Loan Repayment or the Loan Repayment Investment Accounts before funds from grants under Section 106 of the Act are withdrawn from the U. S . Treasury for such purposes . 8 . Secretary' s Right to Restrict Use of CDBG Funds to Repayment. Upon a determination by the Secretary that payments required by paragraph 2 and/or paragraph 4 of this Contract are unlikely to be made as specified, the Secretary may give the Unit of General Local Government and/or the Borrower notice that the availability to the Unit of General Local Government or the Borrower of funds pledged under paragraph 5 (a) of this Contract for purposes other than satisfaction of the pledge is being restricted. This restriction shall be in an amount estimated by the Secretary to be sufficient to ensure that the payments referred to in paragraph 2 and/or paragraph 4 hereof are made when due. This restriction may be given effect by conditioning the restricted amounts to prohibit disbursement for purposes other than satisfaction of the pledge at the time such restricted funds are approved as grants, by limiting the Unit of General Local Government' s and the Borrower ' s ability to draw down or expend the restricted funds for other purposes, and by disapproving payment requests submitted with respect to such grants for purposes other than satisfaction of the pledge . For New York CDBG nonentitlement Borrowers only. In addition, notwithstanding the possible availability of any other source of payment or any other possible remedy available to the Secretary under this Contract, the Unit of General Local Government hereby agrees to apply for a noncompetitive grant under 24 CFR §570 . 432, or any successor provision, immediately upon request of the Secretary if the Secretary determines that the Borrower is unlikely timely to make any payment due under the Note or Contract for Fixed Rate Note, DPA, model 4-4-00 10 this Contract, or has not timely made such payment . The Unit of General Local Government agrees to apply in the amount requested by the Secretary and to submit any certifications or other documentation required by the Secretary in connection with any application. 9 . Secretary' s Right to Use Pledged Funds for Repayment. The Secretary may use funds pledged under paragraph 5 (a) of this Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under paragraph 2 and/or paragraph 4, if such payment has not been timely made by the Borrower. 10 . Defeasance. For purposes of this Contract, the Note shall be deemed to have been paid (defeased) if there shall have been deposited with the Trustee either moneys or Government Obligations (defined below) , which in the sole determination of the Secretary, mature and bear interest at times and in amounts sufficient, together with any other moneys on deposit with the Trustee for such purpose, to pay when due the principal and interest to become due on the Note . The Aggregate Principal Amount of the Note or any unpaid Principal Amount may be so defeased, in whole or in part, as of any Principal Due Date . In accordance with the Note and the Trust Agreement, the Borrower shall give timely notice and written instructions to the Secretary and the Trustee concerning any principal amounts proposed to be defeased, including any Optional Redemptions proposed, which instructions shall be approved by the Secretary. If the unpaid Aggregate Principal Amount of the Note guaranteed pursuant to this Contract shall be defeased and deemed to have been paid in full, then the Borrower and the Unit of General Local Government shall be released from all agreements, covenants, and further obligations under the Note . "Government Obligation" means a direct obligation of, or any obligation for which the full and timely payment of principal and interest is guaranteed by, the United States of America, including but not limited to, United States Treasury Certificates of Indebtedness, Notes and Bonds - State and Local Government Series or certificates of ownership of the principal of or interest on direct obligations of, or obligations unconditionally guaranteed by, the United States of America, which obligations are held in trust by a commercial bank which is a member of the Federal Reserve System and has capital and surplus (exclusive of undivided profits) in excess of $100, 000, 000 . 11 . Default. . Contract for Fixed Rate Note, DPA, model 4-4-00 11 (a) A Default under the Note and this Contract shall occur upon failure by the Borrower or the Unit of General Local Government to: (i) pay when due an installment of principal or interest on the Note; or (ii) punctually and properly perform, observe, and comply with any covenant, agreement, or condition contained in: (A) this Contract, (B) any security agreement, deed of trust, mortgage, assignment, guarantee, or other contract securing payment of indebtedness evidenced by the Note, or (C) any future amendments, modifications, restatements, renewals, or extensions of any such documents . (b) The Borrower and the Unit of General Local Government waive notice of Default and opportunity for hearing with respect to a Default under paragraph 11 (a) . (c) In addition to Defaults under paragraph 11 (a) , the Secretary may declare the Note in Default if the Secretary makes a final decision in accordance with the provisions of section 111 of the Act and 24 CFR '5570 . 913 (or any successor provisions) , including requirements for reasonable notice and opportunity for hearing, that the Borrower or the Unit of General Local Government has failed to comply substantially with title I of the Act . Notwithstanding any other provision, following the giving of such reasonable notice, the Secretary may, in the Secretary' s sole discretion pending the Secretary' s final decision, withhold the guarantee of any or all obligations not yet guaranteed on behalf of the Borrower or the Unit of General Local Government under outstanding commitments, and/or direct the Borrower ' s financial institution to: refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account initiated by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account. 12 . Remedial Actions. Upon a Default or declaration of Default under this Contract, the Secretary may, in the Secretary' s sole discretion, take any or all of the following remedial actions : (a) With any funds or security pledged under this Contract, the Secretary may (i) continue to make payments due on the Note, (ii) make an acceleration payment with respect to the principal amount of the Note subject to Optional Redemption as provided in Section B of the Note, (iii) purchase Government Obligations in accordance with paragraph 10 of this Contract, (iv) pay any . Contract for Fixed Rate Note, DPA, model 4-4-00 12 interest due for late payment as provided in the Note, this • Contract, or the Fiscal Agency/Trust Agreements, (v) pay any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, and/or (vi) pay any reasonable expenses incurred by the Secretary or the Fiscal Agent/Trustee as result of the Borrower ' s Default . (b) The Secretary may withhold the guarantee of any or all obligations not yet guaranteed or grants not yet disbursed under outstanding guarantee commitments or grant approvals for the Borrower or the Unit of General Local Government under Section 108 of the Act . (c) The Secretary may direct the Borrower ' s financial institution to: refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account; and/or direct the Borrower and/or the Borrower' s financial institution to transfer remaining balances from the Guaranteed Loan Funds Account to the Loan Repayment Account. (d) With respect to amounts subject to Optional Redemption, the Secretary may accelerate the Note . (e) The Secretary may exercise any,_other appropriate remedies or sanctions available by law or regulation applicable to the assistance provided under this Contract, or may institute any other action available under law to recover Guaranteed Loan Funds or to reimburse the Secretary for any payment under the Secretary' s Guarantee or any reasonable expenses incurred by the Secretary as a result of the Default . (f) All notices and submissions provided for hereunder shall be in writing (including by telex, telecopier or any other form of facsimile communication) and mailed or sent or delivered, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other party hereto. Ale-such notices and other communications shall be effective when received as follows : (i) if sent by hand delivery, upon delivery; (ii) if sent by mail, upon the earlier of the date of receipt or five Business Days after deposit in the mail, postage prepaid; (iii) if sent by telex, upon receipt by the sender of an answer back; and (iv) if sent by telecopier, upon receipt . The Secretary: U. S . Dept. of Housing and Urban Development Attention: Paul Webster, Director Financial Management Division Contract for Fixed Rate Note, DPA, model 4-4-00 13 451 7th Street, SW, Room 7180 Washington, DC 20410 Borrower: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 13 . Limited Liability. Notwithstanding any other provision of this Contract, the Fiscal Agency/Trust Agreements or the Note, any recovery against the Borrower or the Unit of General Local Government for any liability for amounts due pursuant to the Note, the Fiscal Agency/Trust Agreements and this Contract shall be limited to the sources of security pledged in paragraphs C. , 5 or any Special Conditions of this Contract. Neither the general credit nor the taxing power of the Borrower or the Unit of General Local Government, or of the State in which the Borrower is located, is pledged for any payment due under the Note, the Contract, or the Fiscal Agency/Trust Agreements . 14 . Incorporated Grant Agreement. The Contract and the Note are hereby incorporated in and made a part of the Grant Agreement authorized by the Secretary on August 12 , 1997 under the Funding Approval for grant number B-97-MC-06-0506 to the Unit of General Local Government . In carrying out activities with the Guaranteed Loan Funds hereunder, the Borrower and the Unit of General Local Government agree to comply with the Act and 24 CFR Part 570, as provided in Subpart M thereof. 15. Special Conditions and Modifications : (a) Paragraph 5 (c) of the contract is amended by deleting the paragraph as written in its entirety and substituting therefor the following: " (c) Other security, including, but not limited to, all rights of the Borrower (but none of the obligations of the Borrower) in and to the ' Security Documents ' (as defined in paragraph 15 (e) hereof) and to the Collateral described therein. If necessary to provide the Secretary with a valid security interest in such other security, the Borrower shall execute a security agreement (the 'Borrower Security Agreement ' ) , which Borrower Security Agreement shall be in a form acceptable to the Secretary. " (b) Guaranteed Loan Funds shall be used by the Borrower to carry out acquisition and relocation activities pursuant to 24 CFR 570 .703 (a) and (d) . ' Contract for Fixed Rate Note, DPA, model 4-4-00 14 (c) In order to secure the payment and performance of the obligations under this Contract, the Borrower shall provide to the Secretary the following collateral (collectively, the "Collateral") : (i) In the event and at such time that the existing ground lease on the property by an between Borrower and Mayer Financial, Ltd. dated LJ'" ! oo 0 (the "Ground Lease") is terminated, a lien i� the name of the Secretary on the real property (the "Real Property") , as described in Attachment 3 to this Contract, established through an appropriate and properly recorded deed of trust (the "Deed of Trust") . (ii) Any and all rights, titles, and interests of the Borrower in and to any leases covering the Real Property. Such rights, titles, and interests of the Borrower shall be the subject of a collateral assignment of leases and rents (the "Collateral Assignment of Leases and Rents") . The Collateral Assignment of Leases and Rents shall be in a form acceptable to the Secretary. (iii) Any and all rights, titles, and interests of the Borrower in and to transient occupancy taxes as described in Attachment 4 (the "Pledged Transient Occupancy Taxes") , pursuant to a pledge, assignment and security agreement (the "Pledge, Assignment and Security Agreement") , which Pledge, Assignment and Security Agreement shall be in a form acceptable to the Secretary. (d) The Borrower shall select a financial institution acceptable to the Secretary (the "Custodian") to act as custodian for the documents specified in (e) below. The Borrower and the Custodian shall enter into a written agreement containing such provisions as the Secretary deems necessary. A fully executed copy of such agreement, with original signatures, shall be forwarded to the Secretary contemporaneously with the delivery of documents pursuant to (e) below. (e) Not later than five business days after disbursement of the initial Guaranteed Loan Proceeds, the Borrower shall deliver to the Custodian the following documents (hereinafter collectively referred to as the "Security Documents") : (i) The original recorded Collateral Assignment of Leases and Rents and an assignment thereof to the Secretary, Contract for Fixed Rate Note, DPA, model 4-4-00 15 in a recordable form but unrecorded, which assignment shall be in a form acceptable to the Secretary. (ii) The original Pledge, Assignment and Security Agreement. (iii) An opinion of Borrower' s counsel, addressed to the Secretary and on its letterhead, that : (A) the security instruments specified in (i) and (ii) above are valid and legally binding obligations, enforceable in accordance with their respective terms; (B) the Secretary has been provided a perfected security interest in the Pledged Transient Occupancy Tax revenues under the applicable laws of the State of California . (f) Paragraph 12 is amended by adding at the end thereof the following language: " (f) The Secretary may exercise or enforce any and all other rights or remedies (including any and all rights and remedies available to a secured party under the Uniform Commercial Code) available by law or agreement (including any of the Security Documents, as defined in paragraph 15 (e) ) against the Collateral, against the Borrower, against the Unit of General Local Government, or against any other person or property. " (g) The Grant Agreement dated JUN 14 200_ for the grant made to the Borrower pu2.suaht to Section 108 (q) , under grant number B-98-BD-06-0021, is hereby incorporated in the Contract and made a part hereof. [the rest of page intentionally left blank] Contract for Fixed Rate Note, DPA, model 4-4-00 16 IN WITNESS WHEREOF, the undersigned, as authorized officials on behalf of the Borrower or the Secretary, have executed this Contract for Loan Guarantee Assistance, which shall be effective upon delivery of the Note and Guarantee as of the Public Offering Date (except that paragraph 4 hereof shall be effective when this Contract is executed on behalf of the Borrower and Unit of General Local Government and delivered to the Secretary) . REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA BORROWER ATTEST : Connie Brockway BY: Dave Garofalo (Name) Agency Clerk Charman (Title) JTit1 la (Signature) (Signature) S/)f/,C) 05-24-00 Date: CITY OF HUNTINGTON BEACH, CALIFORNA ATTEST : UNIT OF GENERAL LOCAL GOVERNMENT Connie Brockway Dave Garofalo BY: (Name) Madame) City Clerk �' (Title) rj)(Title , ��-/i-Gfa AL2c/ tC (Signature) (Signature) ,S _av-oc� Date: 05-24-00 APPROVED AS TO FORM: KANE, BALLMER & BERKMAN SECRETARY OF HO IN 11 URBAN DEVELOPMENT BY By: `� � - + �- � ( @) As ' ant Secretary Murray O. Kane I- - • . - Agency Special Counsel e) (Signature) -" PPOv ED IS TO FORM!! JUN 14 2000 ; .ram `+'•_:TON, City AttorneY Date: By:; DepL t. City Attonic, ATTACHMENT 1 U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT LETTER AGREEMENT FOR SECTION 108 LOAN GUARANTEE PROGRAM CUSTODIAL ACCOUNT • Name of Institution (and Branch) Street City DATE [ ] This account is established for funds received by the Borrower under note (s) guaranteed by the United States Department of Housing and Urban Development (HUD) under the Section 108 Loan Guarantee Program. (Guaranteed Loan Funds Account. ) [ ] This account is established for repayment of the note guaranteed by HUD under the Section 108 Loan Guarantee Program. (Loan Repayment Account) . [ ] This account is established as a debt service reserve under the Section 108 Loan Guarantee Program. (Debt Service Reserve Account. ) You are hereby authorized and requested to establish a' custodial account to be specifically designated Trustee of United States Department of Housing and Urban Development. " All deposits made in such account shall be subject to withdrawal therefrom by the Borrower named below, and shall also be subject to withdrawal therefrom by HUD. No agent of the Borrower shall be authorized to withdraw funds from the account. You are also authorized to pay HUD at any time upon its written demand, which need not name a specific amount, the entire amount in such account subject only to notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . You are further authorized upon the request of HUD to refuse to honor any instrument drawn upon or withdrawals from such account by parties other than HUD and to change the name of the aforesaid account to the "United States Department of Housing and Urban Development. " In no instance shall the funds in the Custodial Account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. This letter is submitted to you in duplicate. Please execute the duplicate copy of the certificate below, acknowledging the existence of such account, so that we may present the copy signed by you to HUD. Name of Borrower By (Signature) Title The undersigned institution certifies to the United States Department of Housing and Urban Development (HUD) that the account identified is in existence in this institution under account number _ , and agrees with the Borrower named above and HUD to honor demands on such account in the manner provided in the above letter, subject only to notice reauirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . The undersigned institution further agrees upon the request of HUD to refuse to honor any instruments drawn upon or withdrawals from such account by parties other than HUD and to chance the name of the aforesaid account to "United States Department of Housing and Urban Development . " In no instance shall the funds in the Custodial Account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. Deposits in this institution are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or the National Credit Union Administration. Name of Institution By Title Date ATTACHMENT 2 U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT • LETTER AGREEMENT FOR SECTION 108 LOAN GUARANTEE PROGRAM CUSTODIAL INVESTMENT ACCOUNT Name of Institution (and Branch) Street City DATE [ ] This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Guaranteed Loan Funds Account. (Guaranteed Loan Funds Investment Account . ) [ ] This account is established to hold obligations and their assignments , such obligations having been purchased with funds from the Loan Repayment Account. (Loan Repayment Investment Account . ) [ ] This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Debt Service Reserve Account. (Debt Service Reserve Investment Account. ) You are hereby authorized and requested to hold obligations and assignments of those obligations in trust for the United States Department of Housing and Urban Development (HUD) in an account specifically designated Trustee of United States Department of Housing and Urban Development. " All obligations and assignments shall be subject to release to the. Borrower named below, and shall also be subject to release to HUD. No agent of the Borrower shall be authorized to release the obligations or assignments . You are also authorized to release the obligations and assignments to HUD at any time upon its written demand, which need not name specific obligations and assignments, all obligations and assignments being held in such account subject only to any notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . You are further authorized upon the request of HUD to refuse to honor any request for release of the obligations and assignments from such account by parties other than HUD and to change the name of ' the aforesaid account to the "United States Department of Housing and Urban Development . " In no instance shall the obligations in the account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. This letter is submitted to you in duplicate. Please execute the duplicate copy of the certificate below, acknowledging the existence of such account, so that we may present the copy signed by you to HUD. Name of Borrower By (Signature) Title The undersigned institution certifies to the United States Department of Housing and Urban Development (HUD) that the account identified is in existence in this institution under account number _ , and agrees with the Borrower named above and HUD to honor demands release on such account in the manner provided in the above letter, subject only to any notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . The undersigned institution further agrees upon the request of HUD to refuse to honor any request for release of the obligations and assignments from such account by parties other than HUD and to change the name of the aforesaid . account to "United States Department of Housing and Urban Development. " In no instance shall the obligations in the account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. Deposits in this institution are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or the National Credit Union Administration. Name of Institution By Title Date Contract for Fixed Rate Note, DPA, model 4-4-00 17 ATTACHMENT 3 DESCRIPTION OF REAL PROPERTY [to be provided by Borrower] • ATTACHMENT 3 Page 1 of 2 LEGAL DESCRIPTION OF THE SITE ALL THAT CERTAIN LAND IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFO DESCRIBED AS FOLLOWS: RNIA, THAT PORTION OF SECTION 14, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LOS BOLSAS AS MAP FILED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PER BEGINNING AT THE INTERSECTION OF A LINE THAT IS PARALLEL WITH AND 50.00 FEET WEST OF THE EAST LINE OF SAID SECTION 14, WITH THE NORTH LINE OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION; THENCE SOUTH 00° 44'22' EAST 1820.36 FEET ALONG SAID PARALLEL LINE TO THE NORTH LINE OF THE LAND DESCRIBED IN BOOK 2351, PAGE 5 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 74° 34' 12"WEST 45.01 FEET ALONG SAID NORTH LINE TO THE NORTHEAST LINE OF THE LAND DESCRIBED AS PARCEL 2 IN BOOK 826, PAGE 379, SAID OFFICIAL RECORDS; THENCE NORTH 53°05'49" WEST 172.33 FEET ALONG SAID NORTHEAST LINE TO THE WEST LINE OF THE LAND DESCRIBED IN BOOK 261, PAGE 41 OF DEEDS, RECORDS OF SAID COUNTY; THENCE NORTH 00°44'22"WEST 12.63 FEET ALONG SAID WEST INE TO THE NORTHEASTERLY RIGHT OF WAY LINE OF PACIFIC COAST HIGHWAY AS DESCRIBED IN BOOK + PAGE 400 OF SAID OFFICIAL RECORDS; THENCE NORTH 53° 05'49"WEST 1966.76 FEET ALONG SAID JRTHEAST LINE TO THE EASTERLY LINE OF LOT 1, TRACT NO. 13045 AS SHOWN ON INSTRUMENT 145536, BOOK 628, PAGES 46 AND 47 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY; THENCE NORTH 36° 54'20" EAST 360.46 FEET ALONG SAID EASTERLY LINE TO THE NORTH LINE OF AIO 1; 8g_ THENCE SOUTH 48° 43'21" EAST 25.00 FEET; THENCE NORTH 41° 16' 39"EAST 97.00 FEET; THENCE N 48° 43' 21"WEST 38.85 FEET TO THE BEGINNING OF A 2452.00 FOOT RADIUS CURVE THAT IS CONCAVE SOUTHWESTERLY; THENCE NORTHWESTERLY 252.68 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 05° 54' 126"TO A POINT ON THE NORTH LINE OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION 14, A LINE RADIAL TO SAID POINT BEARS NORTH 35°22'25" EAST; THENCE NORTH 89° 42' 58" EAST 1658.70 FEET ALONG SAID NORTH LINE TO THE POINT OF BEGINNING. ALL AS SHOWN ON ATTACHMENT NO. 1 ATTACHED HERETO AND MADE A PART HEREOF. ' • ATTACHMENT 3 Page 2 of 2 MAP OF THE SITE P.O.s._ BEACH BLVD ccs, wo CONSTRUCTION Q co \ S 00 17'01" w -� ^o , ��EAST LINE SEC 14-6-1 1 472.08' - ' - - T.P.0.8. ___i r( UNE DATA 1 NOT A PART / ice, NO. DIRECTION DISTANCE .S' / / L 1 N 89'42'50" W 85.15' S `300 / / L2 N 52-54'04` W 170.18' �'S.3?.\ \�` /y / L3 N 56-44'15" W 126.00' 9Q�92, li, ��' / L4 N 51'02'09" W 122.87' / L5 N 56-06'20" W 45.02' ti / L6 N 11'30'02" W 20.77' C-' • L7 N 3756'06" E 15.58' ,79 • L8 N 52'03'54" W 34.00' �/ L9 S 3756'06" W 16.76' L10 N 52-03'54" W 9.00' ' .o Zo G L 1 1 N 52-03'54" W 9.00' L 12 N 37'56'06" E 7.28' i J ' �:� ' L 13 N 52'03'54" W 34.00' �� - w L 14 S 37'56'06 W 14.96' '(� 1J JJJ I �, L15 S 82'53.34" W 16.47' GA P AZ/Ad' /�J/''' J�J L16 N 42'18'11" E 7.52' • co L17 N 4T41'78"' W 38.85' k \�G AO R.O.W. DEDICATED PER DOC. • • 2� Cr) L 18 N 89'15'39- W 50.00' G RECORDED SEPT. 1, 1995 QP AS INST. NO. 95-0384 748 O.R. • L 8 L 7 C., / ' _� L i2 L6 / / v.. L13 N.- / ~� L 14 No, �O CURVE DATA �` N'LY LINE L 15 /- S1/2 NE1/4 'o- z NUMBER DELTA RADIUS LENGTH • SEC 14-6-1 1 o �N. C 1 64'44'44" 100.00' 1 7 3.00' _ _ _ _ .. • C2 04'02'03" 1065.00' 74.99' sr" - O / N.®\ C3 03'50'1 1" 1 135.00' 7E.00' J ,, s�/� �� / N.• C4 05'42'06" 1065.00' 105.98' ��'J 'oi / r r C5 0533'16" 1 135.00' 1 10.03' �1 J� C rr _r-, r C6 02'48'13 1060.00' S 1.87' J C7 05'54'17' 2452.00' 252.70' / :-N, . 41$L 1 6 /CO / z 7_ � / /� 0 50' 100' 200- 4191 \ Xis'- i 0;� N /PG/ �/ _.., '1/1�,�iS 5':3/ .5.- /17� /Q` / _,•,. ;i.t� / / GRAPHIC Sri• , ) Contract for Fixed Rate Note, DPA, model 4-4-00 ATTACHMENT 4 DESCRIPTION OF PLEDGED TRANSIENT OCCUPANCY TAXES [to be provided by Borrower] ORDINANCE NO. 2974 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AMENDING THE CITY'S TRANSIENT OCCUPANCY TAX ORDINANCE TO PROVIDE A CREDIT FOR THE PAYMENT OF TRANSIENT OCCUPANCY TAXES TO THE HUNTINGTON BEACH REDEVELOPMENT AGENCY. WHEREAS, California Revenue and Taxation Code Section 7280 . 5 permits the redevelopment agency of any city which has levied a transient occupancy tax pursuant to Section 7280 to adopt an ordinance levying a transient occupancy tax if the city 's ordinance entitles any person subject to the tax under the city' s ordinance to credit the amount of taxes due to the agency against the payment of taxes due under the city ' s ordinance; and The Huntington Beach Redevelopment Agency ( "Agency" ) desires to receive a portion of the transient occupancy taxes generated by hotels, inns, tourist homes or houses, motels, and other lodgings located within a portion of the Main-Pier Redevelopment Project Area to the extent necessary to enable the Agency to timely satisfy its payment obligations under that certain Disposition and Development Agreement ( "DDA" ) dated August 15, 1988, by and betw n the Agency and RLM Properties, Ltd. ( "Developer" ) ; and The City Council desires to facilitate the implementation of the Redevelopment Plan for the Main-Pier Redevelopment Project Area and the Agency's ability to perform its payment obligations under the DDA by providing that persons subject to the City's transient occupancy tax ordinance in the portion of the Main-Pier Redevelopment Project Area designate -1- 2974 herein shall be entitled to a credit against the payment of taxes due under the City' s ordinance in the amount of the transient occupancy taxes due to the Agency; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH DOES ORDAIN AS FOLLOWS: Section 1 . A new Section 3 .28 .170 is hereby added to the Huntington Beach Ordinance Code to read in its entirety as follows : 3 .28 .170 . Credit for Transient Occupancy Taxes Paid to Huntington Beach Redevelopment Agency. Any person or persons subject to the transient occupancy tax under this Ordinance shall be entitled to a credit against the payment of such taxes due in the amount of any transient occupancy taxes due from that person or persons to the Huntington Beach Redevelopment Agency( "Agency" ) pursuant to Ordinance No. 1, adopted by the Agency on October 24, 1988, which affects any persons occupying a room or rooms in any hotels, inns, tourist homes or houses, motels, or other lodging within that portion of the Main-Pier Redevelopment 400:- Project Area bounded on the south by Pafic Coast Highway, on the west by Huntington Street, on the north by the proposed alignment for the future extension of Walnut Avenue) as shown on the City's Precise Plan of Alignment adopted prior to this Ordinance) , and on the east by Beach Boulevard . Section 2 . Section 1 above shall automatically terminate and be of no further force and effect on the date that 1 2) -2- 2974 . the entire Agency indebtedness set forth in Attachment No. 5 to the DDA is paid in full or, as to Paragraph 4 only, the date that any unpaid balance is forgiven and discharged as provided therein. Section 3 . The purpose of this Ordinance is to assist the Agency in implementing the Redevelopment Plan for the Main-Pier Redevelopment Project Area by providing an additional source of revenue to the Agency to satisfy its payment obligations to the Developer under the DDA. Accordingly, to the extent that after the operative date of this Ordinance the Agency collects any transient occupancy taxes not required to enable the Agency to timely make such payments to the Developer, the excess amount shall promptly be paid to the City. Section 4 . Pursuant to California Revenue and Taxation Code Section 7280 .5 (d) and Attachment No . 5 to the DDA, this Ordinance may not be amended, modified, or repealed prior to the termination date set forth in Section 2 in a manner that jeopardizes or impairs the Developer 's rights under the DDA without the prior written consent of the Developer ( including all permitted successors and assigns of RLM Properties, Ltd . ' s right under the DDA to any of the payments required to be made thereunder ) . Section 5. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, the remainder of the ordinance and the application of such provision to other persons or circumstances shall not be affected thereby. Section 6. The City Clerk shall attest to the adopti -3- -5 2974 of this Ordinance and the same shall be published in accordance with law. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 7th day of November , 1988 . ayor ATTEST: APPROVED AS TO FORM: 440X4e(0, 1049C4ifrit237 City Clerk ¶n.--City Attorney c -yA R EWED D APP VED: IN' TIA D AND APPROVED: Ad iiur4 C y Administrator Di47 tor of Economic De elopment -4- 21j241- ) . . Ord. No. 2974 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH I, CONNIE BROCKWAY, the duly appointed, qualified City Clerk of the City of Huntington Beach and ex-officio Clerk of the City Council of the said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing ordinance was read to said City Council at a regular meeting thereof held on the 24th day of October 19 88 , and was again read to said City Council at a regular meeting thereof held on the 7th day of November , 19 88 , and was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council . AYES: Councilmembers: Kelly, Green, Finley, Erskine, Mays , Winchell NOES: Councilmembers: Bannister ABSENT: Councilmembers: Nnne I, Connie Brockway, CITY Clerk of the City of Hunting on Reach and ex-officio Clerk cf the City Counc€1. 'lereby certify that a synopsis of this s been publishedd i the?'A/Pilot on atom4:e0 colipatroe7 Teizr :;,' 4► of': dCity City Clerk and ex-officio Clerk of the City Council of the City Connie Brockway of Huntington Beach, California City Clerk i:• . City lerk ,` 2974 ORDINANCE NO. 1 AN ORDINANCE OF THE HUNTINGTON BEACH REDEVELOPMENT AGENCY LEVYING A TAX ON THE PRIVILEGE OF OCCUPYING A ROOM OR ROOMS IN A HOTEL, INN, TOURIST HOME OR HOUSE, MOTEL, OR OTHER LODGING LOCATED ON CERTAIN DESIGNATED PROPERTY WITHIN THE MAIN-PIER REDEVELOPMENT PROJECT AREA WHEREAS, California Revenue and Taxation Code Section 7280 .5 permits the redevelopment agency of any city which has levied a transient occupancy tax pursuant to Section 7280 to adopt an ordinance levying a transient occupancy tax if the city' s ordinance entitles any person subject to the tax under the city ' s ordinance to credit the amount of taxes due to the agency against the payment of taxes due under the city ' s o-rdinance; and The City Council of the City of Huntington Beach ( "City" ) has adopted a transient occupancy tax ordinance consistent with the provisions of Revenue and Taxation Code Section 7280 and 7280 .5 ; and In Accordance with that certain Disposition and Development Agreement dated August 15 , 1988 ( "DDA" ) , by and between the Huntington Beach Redevelopment Agency ( "Agency" ) and RLt4 Properties, Ltd. ( "Developer" ) , the Agency desires to levy a transient occupancy tax to be applicable to the privilege of occupying a room or rooms in a hotel , inn, tourist home or house, motel, or other lodging located on that certain real property designated herein; NOW, THEREFORE , THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH DOES ORDAIN AS FOLLOWS: Section 1. LEVY OF TRANSIENT OCCUPANCY TAX . The Agency 40- hereby levies a tax on the privilege of occupying a room or rooms in a hotel, inn, tourist home or house, motel, or other lodging located within that portion of the Main-Pier Redevelopment Project Area bounded on the south by Pacific Coast Highway, on the west by Huntington Street, on the north by the proposed alignment for the future extension of Walnut Avenue (as shown on the City 's Precise Plan of Alignment adopted prior to this Ordinance) , and on the east by Beach Boulevard. Said tax shall apply to the same extent, and with the same exceptions, as is the case throughout the balance of the City and as may be provided by state law, as the same may be amended from time to time. 1 G%� 1 Section 2 . RATE . The rate of the transient occupancy tax imposed by this Ordinance shall be six percent ( 6% ) . The Agency reserves the authority from time to time to amend this Ordinance to reduce such rate to a lesser rate, provided that such lesser rate generates sufficient revenues to enable the Agency to timely satisfy its payment obligations to the Developer under the DDA, as the same may be amended from time to time . Section 3 . OPERATIVE DATE . This Ordinance shall not be operative until the later of ( i ) the first day of the calendar quarter commencing more than one hundred eighty ( 180 ) days after adoption of this Ordinance or ( ii ) thirty (30 ) days after the Agency defaults under Attachment No. 5 to the DDA and the Developer provides to the Agency written notice to of Agency ' s default . The Executive Director is hereby authorized and . directed to notify all persons and entities liable for -collection and payment of the tax immediately after the operative date of this Ordinance . Section 4 . TERMINATION DATE . This Ordinance shall automatically terminate and be of no further force and effect on the date that the entire Agency indebtedness set forth in Attachment No. 5 to the DDA is paid in full or, as to Paragraph 4 only, on the date that any unpaid balance is forgiven and discharged as provided therein. Section 5 . PAYMENT OF EXCESS TAX REVENUE TO CITY . The purpose of this Ordinance is to implement the Redevelopment Plan for the Main-Pier Redevelopment Project Area by providing an additional source of revenue to the Agency to satisfy its payment obligations to the Developer under the DDA. Accordingly, to the extent that after the operative date of this Ordinance the Agency collects any transient occupancy taxes not required to enable the Agency to timely make such payments to the Developer , the excess amount shall promptly be paid to the City . Section 6 . AMENDMENTS . Pursuant to California Revenue and Taxation Code Section 7280 .5 (d) and Attachment No . 5 to the DDA, this OrdinalOce may not be amended, modified, or repealed prior to the termination date set forth in Section 4 in a manner that jeopardizes or impairs the Developer ' s rights under the DDA without the prior written consent of the. Developer ( including all permitted successors and assigns of Developer ' s right under the DDA to any of the payments required to be made thereunder ) . Section 7 . SEVERABILITY . If any provision of this Ordinance of the application thereof to any person or circumstance is held invalid, the remainder of the Ordinance and the application of such provision to other persons or circumstances shall not be affected thereby. - 2 - Section 8 . ATTESTATION AND PUBLICATION . The Secretary of the Agency shall attest to the adoption of this Ordinance and the same shall be published in accordance with the procedures applicable to general law cities . Section 9 This ordinance shall take effect thirty (30 ) days after its passage . PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at an regular meeting thereof held on the 7th day of November , 1988 . C .airma• ATTEST: APPROVED AS TO FORM: altiVeees i? Agency Clerk r Agency Attorney ►D-. 210_ a) REVIEWED AND APPROVED: INITIATED AND APPROVED: City Administrator moire t r of Redevelopment -1 - 3 - 1 r 2 .. Ord. No. 1 STATE OF CALIFORNIA ) COUNTY OR ORANGE CITY OF HUNTINGTON BEACH) I , CONNIE BROCKWAY, Clerk of the Redevelopment Agency of the City of Huntington Beach, do hereby certify that the whole number of members of the Redevelopment Agency of the City of Huntington Beach is seven; that the foregoing ordinance was read to said Redevelopment Agency at a regular_ meeting thereof held on 24th day of October , 19 88 , and was again read to said Redevelopment Agency at a regular meeting thereof held on the 7th day of November , 19 88 and was passed and adopted by affirmative vote of at least a majority of all the members of said Redevelopment Agency. AYES: Members: Kelly, Green, Finley, Erskine, Mays , Winchell NOES: Members: Bannister ABSENT: Members: None • &rig-64i Clerk of the Redevelopmen Agency of the City of Huntington Beach, CA 2cre7)-- 7 BEDI Grant Agreement for Waterfront Expansion (20 r/f) Grant No. B-98-BD-06-0021 BEDI GRANT AGREEMENT U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT This Agreement is made and entered into by and between THE SECRETARY OF HOUSING AND URBAN DEVELOPMENT, acting by and through the Assistant Secretary for Community Planning and Development, ( "HUD") , and the CITY OF HUNTINGTON BEACH, CALIFORNIA, (the "Recipient") . 1 . Background; Purpose . This Agreement is authorized by section 108 (q) of the Housing and Community Development Act of 1974, as amended by section 232 (a) of the Multifamily Housing Property Disposition Reform Act of 1994 , codified at 42 U. S. C. 5308 (q) (collectively, "the Act" ) . Pursuant to the Act, on April 30, 1998, at 63 FR 23889, HUD published a Notice of Funding Availability and Program Guidelines for the Brownfields Economic Development Initiative (the "NOFA") , which set forth the terms and conditions under which units of general local government could apply for and receive grants under section 108 (q) of the Act ( "BEDI Grants") and related section 108 loan guarantees from HUD for Brownfields Economic Development Projects ( "BEDI Projects" ) , which were defined as "Economic development projects" in the NOFA. Pursuant to the NOFA, the Recipient has applied for, and HUD has approved, an BEDI Grant for the Recipient . The purpose of this Agreement is to set forth the terms and conditions under which HUD will provide BEDI Grant funds to the Recipient in connection with the Approved BEDI Projects described in the Recipient ' s Approved Application, as further defined herein. The terms and conditions of the related Section 108 Guarantee (as defined in par. 3 hereof) are, or will be, set forth in the Recipient ' s separate section 108 loan guarantee application, Funding Approval, and Contract for Loan Guarantee Assistance. 2 . Approved Grant Amount, Projects, and Uses of Funds . a. By execution of this Agreement on behalf of the Secretary in the space provided below, HUD agrees, subject to the terms of this Agreement, to provide BEDI Grant funds in the amount of $2, 000, 000 ( "BEDI Grant" ) . b. This grant is approved for the following Approved BEDI Projects described in the Approved Application ( "Approved Project" ) : the WATERFRONT DEVELOPMENT PROJECT. ],, 2 c. The grant funds shall be used in conjunction with the Approved Project for the following specifically Approved Uses ( "Approved Uses" ) : to carry out site clearance and environmental remediation, pursuant to eligibility requirements set forth at 24 CFR 570 . 703 (a) (acquisition) , (d) (relocation) , (e) (clearance and demolition) , (f) (site preparation) , and (i) (1) (special economic development activities) . 3 . Relationship to Section 108 Loan Guarantee Application. This approved BEDI Grant is based upon section 108 loan guarantees, or additional guarantees, for the Approved Projects in an amount not less than $6, 000, 000 (the "Section 108 Guarantee") . The full application (s) , or full amendatory application(s) , for the Section 108 Guarantee in the above amount, have been approved by HUD (HUD-7082 commitment (s) executed) on or after April 30, 1998, or are being approved concurrently with execution on behalf of HUD of this Grant Agreement . 4 . Regulations; Approved Application. This Agreement will be governed and controlled by the following in effect as of the date of notification to the Recipient of award of this grant : the Act, the NOFA, and HUD regulations codified at 24 CFR Part 570 or incorporated therein (provisions for use of CDBG funds, to the extent applicable) (hereafter collectively referred to as the "Regulations" ) . The Recipient ' s application submissions, including the certifications and assurances and any documentation required to meet any grant award conditions, and including any amendments made in accordance with this Agreement, are hereby incorporated in this Agreement as finally approved by HUD (herein referred to as the "Approved Application" ) . Unless the context otherwise requires, a reference to "this Agreement" herein shall be deemed to include the Act, the Regulations, and the Approved Application. 5 . Performance Agreement of Recipient . By execution of this Agreement on its behalf in the space provided below, the Recipient agrees to carry out the Approved Project (s) on a timely basis and otherwise in compliance with this Agreement (including the Act, the NOFA, the Regulations, and the Approved Application, except as otherwise specifically provided in this Agreement) . The Recipient agrees to assure, and to accept responsibility for, such compliance by any other entities to which it makes grant funds available for, or which it otherwise allows to participate in, the Approved Project (s) covered by this Agreement . 3 6 . Release, Deposit, and Timing of Expenditure of Grant Funds and Program Income . a. The Recipient agrees to comply with environmental review procedures under 24 CFR 570 .200 (a) (4) and 24 CFR Part 58 in order to obtain releases of grant funds under this Agreement . b. Notwithstanding any other provision of the Regulations or this Agreement, the Recipient may not withdraw grant funds from the U.S. Treasury on account of the BEDI Grant under this Agreement until execution on behalf of HUD of the Guarantee and Contract for Loan Guarantee Assistance (B-97-MC-06-0506-A) for the applicable Approved Project described in paragraph 2 of this Agreement. In addition, BEDI Grant funds shall be expended on a pro rata basis with the use of guaranteed loan funds, or on a ratio of 1 :3 . c. This BEDI Grant must be entirely withdrawn and expended for Approved Uses for the applicable Approved Project (s) on or before December 31, 2003 . d. All program income from this BEDI Grant is deemed to be program income of the Approved Project (s) , which are jointly financed by the Section 108 Guarantee. The Recipient agrees that all such program income constitutes security for the repayment of the Section 108 Guarantee, and shall be initially deposited in, the Loan Repayment Account established by the Recipient, or its designated public agency, under paragraph 6 of the Contract (s) for Loan Guarantee Assistance for the Section 108 Guarantee, and shall be disbursed for the purposes and within the time period specified in said paragraph 6 of such Contract . Upon full and complete repayment of the Section 108 Guarantee, all such program income shall be used in accordance with 24 CFR 570 . 504 . 7. Pre-Award Costs. Notwithstanding any other provision of the Regulations, the BEDI Grant funds provided hereunder may be used to pay for costs incurred on or after the date of HUD execution of the Funding Approval committing funds for the applicable Approved Project under the Section 108 Guarantee, provided such costs otherwise comply with this Agreement . However, use of the BEDI Grant funds to actually pay for such costs is subject to paragraph 6 of this Agreement . 8 . Amendment; Record-Keeping. a. This Agreement or the Approved Application may be amended only with the prior written approval of HUD. To request approval of an amendment, the Recipient shall attach the proposed revisions to the applicable pages of this Agreement or the Approved Application to a cover letter addressed as required below (see par. 11) for notices to HUD and signed by the Recipient ' s official representative for 4 this grant . For any amendment other than an increase in the amount of the approved BEDI Grant (par. 2 .a. ) , HUD may approve or disapprove the proposed amendment by letter from the Director of the CPD Division (or higher level official) in the applicable HUD office. In considering proposed amendments to this Agreement or the Approved Application, HUD shall review, among other things, whether the amendment would have affected the ranking of the application in the year it was approved sufficiently to have resulted in the application not ranking high enough for funding, and whether the amendment is otherwise consistent with the Act, the Regulations, and the NOFA. Any increase in the amount of the approved BEDI Grant represents a new grant obligation by HUD and must be documented by a formal amendment to this Agreement, or a new BEDI Grant Agreement, executed on behalf of the parties by officials with the authority to execute the original Agreement . b. The Recipient shall at all times maintain an up-to-date copy of its Approved Application, including all amendments approved in writing by HUD, and all drawdowns, deposits, and expenditures of grant funds and program income under this Agreement, in its files and available for audit or inspection by duly authorized representatives of HUD or the Comptroller General of the United States . 9 . Default; Remedies . A default under this Agreement shall consist of any use of grant funds other than as authorized by this Agreement, any other noncompliance with this Agreement deemed material by HUD, or any misrepresentation or omission in the application submissions which, if known to HUD, would have resulted in this grant not being provided. If HUD determines that the Recipient is in default, HUD will give the Recipient written notice of this determination and the corrective or remedial actions proposed by HUD to cure the default or mitigate its effects, to the extent possible, and to prevent a continuation or recurrence of the default (the "initial notice of default" ) . Further description of the processes of audit, performance monitoring, and the corrective and remedial actions available to HUD which apply to grants under the Act, including this BEDI Grant, is provided in 24 CFR 570, particularly Subpart O. No delay or omission by HUD in exercising any right or remedy under this Agreement shall impair HUD' s ability to exercise such right or remedy or constitute a waiver of, or acquiescence in, any Recipient default . 10 . Close-out . Except as may be otherwise specifically provided, closeout of this grant shall be subject to 24 CFR 570 . 509, or such close-out instructions as may hereafter be issued by HUD specifically for BEDI Grants. 11 . Notices . HUD notifications to the Recipient under this Agreement may be addressed to the Recipient ' s address as stated in the Approved Application, unless the Recipient otherwise 5 notifies HUD in writing. Recipient notifications to HUD shall be to the Director of Community Planning and Development in the HUD Office having responsibility for CDBG programs of the Recipient, unless the Recipient is otherwise notified in writing by HUD. The Recipient ' s rights under this Agreement may not be assigned without the prior written approval of HUD. This Agreement constitutes the entire Agreement between the Recipient and HUD, and it may not be amended except in writing and executed by authorized officials of both HUD and the Recipient, as provided in paragraph 8 . 12 . Binding Agreement . This Agreement is binding with respect to HUD in accordance with its terms upon execution by HUD in the space provided below, subject to execution on behalf of the Recipient . 13 . Special Condition (s) . [ ] Check here if special conditions are attached. • • This Agreement is hereby executed on behalf of the parties as follows: SECRETARY OF HOUSING AND URBAN DEVELOPMENT, BY; • (Siam re of Authorized Official) , Je" d Ruster D: . ty AsplQ& ). Secretary for Economic Development (Title) JUN 1 4 2000 (Date) RECIPIENT the Ci of Huntington Beach, California / �FFRO1TUI XS TO FORM:- r BY: C ( �t,� c Signature bi Authorized Official) v�'7L' `'Trc'`�. City ��tto.rney BY Deputy City Attcrnee;r Dave Garofalo (Name) / Mayor E �cc. _ ti(!Cf72_4c� (Title) � �Gi‘r 66-1)05-24-00 �x'rl� (Date) 117/cc a2 `f 95-6000723 a "`�� [Employer Identification Number (EIN) of Recipient) APPROVED AS TO FORM: KANE, BALLMER & BERKMAN By: .711.4, y: .711.,c, 0 ' Murray O. Kane Agency Special Counsel (1) •• Note for Section 108 Loan for Waterfront Expansion U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT Fixed Rate Note for Series 2000-A Certificates BORROWER: Redevelopment Agency of the City of Huntington Beach, California NOTE NO. B-97-MC-06-0506-A REGISTERED DATE: June 14, 2000 HOLDER: THE CHASE MANHATTAN BANK AGGREGATE PRINCIPAL AMOUNT: $6,000,000 For value received, the undersigned, Redevelopment Agency of the City of Huntington Beach(the "Borrower," which term includes any successors or assigns), a public entity or agency organized and existing under the laws of the State(or Commonwealth, if applicable)of California, promises to pay to the order of THE CHASE MANHATTAN BANK, as Registered Holder(the "Holder," which term includes any successors or assigns), the Principal Amounts set forth on the attached Schedule P&I as of each applicable Principal Due Date set forth therein, together with interest on such unpaid Principal Amounts at the rates applicable thereto as specified on such attached Schedule P&I. Interest shall be calculated and payments shall be made in the manner set forth below. The Holder is acting hereunder on behalf of a trust(the "Trust") created pursuant to a Trust Agreement by and between the Secretary of Housing and Urban Development(the "Secretary") and The Chase Manhattan Bank, as trustee (the "Trustee"), dated as of January 1, 1995, as amended (the "Trust Agreement"), as supplemented by the applicable Supplement to the Trust Agreement, by and between the Secretary and the Trustee. A. Principal and Interest Interest on a Principal Amount of this Note that is due as of a given date specified on the Schedule P&I attached hereto (such date, the "Principal Due Date" for such Principal Amount) shall accrue at the per annum rate specified on such Schedule P&I from (and including)the date hereof to (but excluding) such Principal Due Date or, if applicable, to the applicable Interest Due Date on which an Optional Redemption (as defined below) occurs. The aggregate of the interest amounts accrued on the entire unpaid Principal Amount of this Note shall be due semiannually as of February 1 and August 1 of each year(each, an "Interest Due Date") commencing on August 1, 2000, until the Aggregate Principal Amount listed on the Schedule P&I attached to this Note is paid in full. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30- day months. B. Optional Redemption Certain Principal Amounts indicated as being eligible for Optional Redemption on the Schedule P&I hereto may be paid, in whole or in part, at the option of the Borrower as of any Interest Due Date on or after the date specified in such Schedule (an"Optional Redemption"). In order to elect an Optional Redemption of a redeemable Principal Amount, the Borrower shall give notice of its intention to redeem a Principal Amount to the Trustee and the Secretary not less than 60 days nor more than 90 days prior to the Interest Due Date as of which the Borrower intends to redeem the Principal Amount. The Trustee shall apply any payments received in respect of Optional Redemptions in accordance with written instructions of the Borrower, as approved by the Secretary. Principal Amounts that are not indicated as being eligible for Optional Redemption on such Schedule may not be prepaid. C. Additional Definitions For purposes of this Note, the following terms shall be defined as follows: "Business Day" shall mean a day on which banking institutions in New York City are not required or authorized to remain closed and on which the Federal Reserve Bank and the New York Stock Exchange are not closed. If any payment(including a payment by the Secretary) is required to be made on a day that is not a Business Day,then payment shall be made on the next Business Day. "Contract" shall mean the Contract for Loan Guarantee Assistance, and any amendments thereto, between the Secretary and the Borrower,the designated public entity named therein (if applicable), or the State named therein (if applicable), which refers to and incorporates this Note by the number hereof. D. Borrower's Timely Payment to Trustee Notwithstanding anything contained in this Note,the Borrower, in accordance with the Contract, shall be required to make all payments of interest and principal, including any Optional Redemption payment, directly to the Trustee on the seventh Business Day prior to the appropriate Interest Due Date, Principal Due Date or date of Optional Redemption, as applicable. E. Interest on Late Payments If a payment of principal or interest herein provided for has not been duly received by the Holder from either the Borrower or the Secretary by the close of business on the applicable 2 Interest Due Date or Principal Due Date, interest shall accrue on the amount of such payment at the applicable interest rate or rates payable on this Note, from the relevant due date until the date such payment is made. Nothing in the immediately preceding sentence shall be construed as permitting or implying that the Borrower may, without the written consent of the Holder and the Secretary, modify, extend, alter or affect in any manner whatsoever the right of the Holder timely to receive any and all payments of principal and interest specified in this Note. F. Applicability of Fiscal Agency Agreement and Trust Agreement This Note and payments made hereunder shall be administered pursuant to the terms of the Trust Agreement and are subject to such agreement. The terms and provisions of the Trust Agreement, insofar as they affect the rights, duties and obligations of the Holder and/or the Borrower, are hereby incorporated herein and form a part of this Note. Capitalized terms not defined in this Note shall have the meanings ascribed to them in Trust Agreement. The Amended and Restated Master Fiscal Agency Agreement dated as of May 17, 2000 between the Secretary and The Chase Manhattan Bank, as Fiscal Agent (the "Fiscal Agency Agreement") provides for The Chase Manhattan Bank, acting as Fiscal Agent to perform certain duties, including the duties of registrar for this Note until this Note is cancelled or a new registrar appointed in accordance with the Fiscal Agency Agreement. The Trust Agreement provides for the Trustee to perform certain duties, including the duties of paying agent and collection agent for this Note until a new Trustee is appointed in accordance with the Trust Agreement. This Note may be surrendered to the Fiscal Agent for registration of transfer or exchange, as provided in the Fiscal Agency Agreement. The Fiscal Agent and the Trustee shall permit reasonable inspection to be made of a copy of the Fiscal Agency Agreement or Trust Agreement kept on file at its corporate trust office. Neither the Fiscal Agency Agreement nor the Trust Agreement shall change the Borrower's payment obligations under this Note. G. Applicability of Contract and Secretary's Guarantee This Note evidences indebtedness incurred pursuant to and in accordance with the Contract and pursuant to Section 108 of Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. § 5308) (the "HCD Act"). This Note is subject to the terms and provisions of the Contract,to which Contract reference is hereby made for a statement of said terms and provisions and for a description of the collateral security for this Note. The payment • • of principal on the applicable Principal Due Dates and interest on the applicable Interest Due Dates under this Note is unconditionally guaranteed by the Secretary to the Holder through a guarantee (the "Guarantee"). Execution of the Secretary's Guarantee is required before this Note is effective, and such Guarantee shall be issued pursuant to and in accordance with the terms of the Contract and Section 108 of the HCD Act. H. Default A default under this Note shall occur upon failure by the Borrower to pay principal or interest on this Note when due to the Trustee hereunder. If a Borrower defaults on the payment of any interest or Principal Amount when due, or if the Secretary gives notice of a final decision to declare the Borrower in default pursuant to the following paragraph, the Secretary may, but is 3 not obligated to, make on the seventh Business Day preceding any Interest Due Date on or after the first permissible Optional Redemption Date,with seven Business Days prior notice to the Trustee an acceleration payment to the Trustee equal to the Aggregate Principal Amount of the Note, together with accrued and unpaid interest thereon to such Interest Due Date. In the event that any such acceleration payment is made from sources other than funds pledged by the Borrower as security under the Contract(or other Borrower funds), the amounts paid on behalf of the Borrower shall be deemed to be immediately due and payable to the Secretary. Nothing in this paragraph shall be construed as permitting or implying that the Borrower may, without the written consent of the Holder and the Secretary, modify, extend, alter or affect in any manner whatsoever the right of the Holder timely to receive any and all payments of principal and interest specified in this Note. In addition, the Secretary may declare the Borrower in default under this Note if the Secretary makes a final decision in accordance with the provisions of 24 C.F.R. § 570.913 (or any successor regulation thereof), including requirements for reasonable notice and opportunity for hearing, that the Borrower has failed to comply substantially with Title I of the HCD Act. Following the giving of such reasonable notice,the Secretary may take the remedial actions specified as available in the relevant provisions of the Contract pending the Secretary's final decision. I. Holder's Reliance on Guarantee Following a default by the Borrower under the terms of this Note, the Holder agrees to rely wholly and exclusively for repayment of this Note upon the Guarantee. The enforcement of any instruments or agreements securing or otherwise related to this Note shall be the sole responsibility of the Secretary, and the Holder shall not be responsible for the preparation, contents or administration of such instruments and agreements, or for any actions taken in connection with such instruments and agreement. The Holder, to the extent it is legally able to do so, shall bind or cause to be bound its successors and assigns to all limitations imposed upon the Holder by this Note. J. Amendment This Note may only be amended with the prior written consent of the Secretary and the Borrower. No such amendment shall reduce, without the prior written consent of the Holder of this Note, in any manner the amount of, or delay the timing of,payments required to be received on this Note by the Holder or Trustee, including Guarantee Payments. K. Waivers The Borrower hereby waives any requirement for presentment,protest or other demand or notice with respect to this Note. The Borrower hereby waives notice of default and opportunity for hearing for any failure to make a payment when due. 4 L. Delivery and Effective Date This Note is deemed issued, executed, and delivered on behalf of the Borrower by its authorized official as an obligation guaranteed by the Secretary pursuant to Section 108 of the HCD Act, effective as of the date of the Secretary's Guarantee. M. Borrower Specific Provisions [This space intentionally left blank] [Signature page follows] • IN WITNESS WHEREOF,the undersigned, as an authorized official of the Borrower, has executed and delivered this Note. BORROWER By: C t ( ' azure) Dave Garofalo (Name) Chairman (Title) ATTEST: �f "tee (Signature) 75-/ayx, • Connie Brockway (Name) N APPROVED XS TO FORM: Agency Clerk , GAIL HUTTON, City Attorney (Title) By: Deputy City Attorney APPROVED AS TO FORM: KANE, BALLMER & BERKMAN By: 0 -6''.-`` Murray O. Kane Agency Special Counsel 6 NOTE NUMBER: B-97-MC-06-0506-A BORROWER: Redevelopment Agency of the City of Huntington Beach, California SCHEDULE P&I Principal Principal Amount Due Date Interest Rate Optional Redemption Available YES NO $160,000 August 1,2000 % X $155,000 August 1,2001 % X $165,000 August 1,2002 % X $180,000 August 1,2003 % X $195,000 August 1,2004 % X $210,000 August 1,2005 % X $220,000 August 1,2006 % X $235,000 August 1,2007 % X $255,000 August 1,2008 % X $270,000 August 1,2009 % X $290,000 August 1,2010 % X $310,000 August 1,2011 % X $330,000 August 1,2012 % X $350,000 August 1,2013 % X $375,000 August 1,2014 % X $400,000 August 1,2015 % X $430,000 August 1,2016 % X $460,000 August 1,2017 % X $490,000 August 1,2018 % X $520,000 August 1,2019 % X Aggregate Principal Amount of Note: $6,000,000 Principal Amounts for which Optional Redemption is available may be redeemed,subject to the terms contained herein and in the Trust Agreement,on any Interest Due Date on or after August 1,2009. RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development SUBJECT: Approve and Authorize Execution of Two Section 108 Loans and Brownfield Economic Development Initiative Grant COUNCIL MEETING DATE: May 15, 2000 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FORWARDED Administrative Staff - /5- ( ' ) ) Assistant City Administrator (Initial) ( ) (� ) City Administrator (Initial) ( ) ( oie2/ ) City Clerk ( ) EXPLANATION FOR RETURN OF ITEM: 7: ° fid R r- (�z4. e1_Ldi) (Below Space For City Clerk's Use Only) RCA Author: D Biggs (x5909) • • RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development SUBJECT: Authorization to Execute Section 108 Loans COUNCIL MEETING DATE: April 19, 1999 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FOR Aa)' DED Administrative Staff ( ) ( �� ) Assistant City Administrator (Initial) ( ) ( ) City Administrator (Initial) ( ) ( ) City Clerk ( ) EXPLANATION FOR RETURN OF ITEM: (Below Space For City Clerk's Use Only) RCA Author: Duran, extension1529 ®Ae in CITY OF HUNTINGTON BEACH Inter Office Communication 4.0 Economic Development Department TO: Mayor and City Council Members 4 FROM: David C. Biggs, Director of Economic Development c-r VIA: Ray Silver, City Administrator DATE: May 15, 2000 1 SUBJECT: Late Communication—Attachments to Item E-11: Approve and Authorize Execution of Two Section 108 Loans (Grand Coast Resort; City Gym and Pool) and Brownfield Economic Development Initiative Grant(Grand Coast Resort) Attached are copies of Attachments 1 and 2 to the two Section 108 Contracts submitted as Item E-11 for the May 15 City Council Meeting. The U.S. Department of Housing and Urban Development (HUD) inadvertently neglected to include these attachments to the packets originally submitted to the city. One set should be included with Attachment 2 to the RCA, and one set should be included with Attachment 3 to the RCA. HUD advises original attachments will be sent to us by FedEx this date. Please contact David Biggs (x5909) for any additional information. Lgt COMMu\NIcAT10 05/15/00 11:42 FINANCIAL MANAGEMENT DIUISION 4 714 375 5087 NO.075 UO2 ATTACHMENT 1 U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT • LETTER AGREEMENT FOR SECTION 108 LOAN GUARANTEE PROGRAM CUSTODIAL ACCOUNT Name of Institution (and Branch) Street City DATE [] This account is established for funds received by the Borrower under note (s) guaranteed by the United States Department of Housing and Urban Development (HUD) under the Section 108 Loan Guarantee Program. (Guaranteed Loan Funds Account. ) ( ) This account is established for repayment of the note guaranteed by HUD under the Section 108 Loan Guarantee Program. (Loan Repayment Account) . [ ) This account is established as a debt service reserve under the Section 108 Loan Guarantee Program. (Debt Service Reserve Account. ) You are hereby authorized and requested to establish a custodial account to be specifically designated Trustee of United States Department of Housing and Urban Development. " All deposits made in such account shall be subject to withdrawal therefrom by the Borrower named below, and shall also be subject to withdrawal therefrom by HUD. No agent of the Borrower shall be authorized to withdraw funds from the account. You are also authorized to pay HUD at any time upon its written demand, which need not name a specific amount, the entire amount in such account subject only to notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . You are further authorized upon the request of HUD to refuse to honor any instrument drawn upon or withdrawals from such account by MAY-15-2000 06:31 202 708 1796 96% P.02 05/15/00 11:42 FINANCIRL MANAGEMENT DIUISION 4 714 375 5087 NO.075 5103 parties other than HUD and to change the name of the aforesaid account to the "United States Department of Housing and Urban Development. " In no instance shall the funds in the Custodial Account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. This letter is submitted to you in duplicate . Please execute the duplicate copy of the certificate below, acknowledging the existence of such account, so that we may present the copy signed by you to HUD. Name of Borrower By (Signature) Title The undersigned institution certifies to the United States Department of Housing and Urban Development (HUD) that the account identified is in existence in this institution under account number , and agrees with the Borrower named above and HUD to honor demands on such account in the manner provided in the above letter, subject only to notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . The undersigned institution further agrees upon the request of HUD to refuse to honor any instruments drawn upon or withdrawals from such account by parties other than HUD and to change the name of the aforesaid account to "United States Department of Housing and Urban Development . " In no instance shall the funds in the Custodial Account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. Deposits in this institution are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or the National Credit Union Administration. Name of Institution By Title Date MAY-15-2000 08:32 202 708 1798 96% P.03 05/15/00 11:42 FINANCIPL MPNAGEMENT DIUISION 4 714 375 5087 N0.075 D04 ATTACHMENT 2 U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT LETTER AGREEMENT FOR SECTION 108 LOAN GUARANTEE PROGRAM CUSTODIAL INVESTMENT ACCOUNT Name of Institution (and Branch) Street City DATE O This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Guaranteed Loan Funds Account. (Guaranteed Loan Funds, Investment Account . ) () This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Loan Repayment Account . (Loan Repayment Investment Account . ) () This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Debt Service Reserve Account. (Debt Service Reserve Investment Account . ) You are hereby authorized and requested to hold obligations and assignments of those obligations in trust for the United States Department of Housing and Urban Development (HUD) in an account specifically designated Trustee of United States Department of Housing and Urban Development. " All obligations and assignments shall be subject to release to the Borrower named below, and shall also be subject to release to HUD. No agent of the Borrower shall be authorized to release the obligations or assignments. You are also authorized to release the obligations and assignments to HUD at any time upon its written demand, which need not name specific obligations and assignments, all obligations and assignments being held in such account ,subjeo.t only to any notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . MAY-15-2000 06:32 202 708 1798 96% P.04 05/15/00 11:42 FINPNCIAL MRNPGEMENT DIUISIDN 4 714 375 5087 ND.075 D05 You are further authorized upon the request of HUD to refuse to honor any request for release of the obligations and assignments from such account by parties other than HUD and to change the name of the aforesaid account to the "United States Department of Housing and Urban Development_ " In no instance shall the obligations in the account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. This letter is submitted to you in duplicate. Please execute the duplicate copy of the certificate below, acknowledging the existence of such account , so that we may present the copy signed by you to HUD. Name of Borrower By (Signature) Title The undersigned institution certifies to the United States Department of Housing and Urban Development (HUD) that the account identified is in existence in this institution under account number , and agrees with the Borrower named above and HUD to honor demands release on such account in the manner provided in the above letter, subject only to any notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . The undersigned institution further agrees upon the request of HUD to refuse to honor any request for release of the obligations and assignments from such account by parties other than HUD and to change the name of the aforesaid account to "United States Department of Housing and Urban Development. " In no instance shall the obligations in the account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. Deposits in this institution are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or the National Credit Union Administration. Name of Institution By Title Date I MAY-15-2000 08:33 202 708 1798 96% P.05 IIIIII6 15/00 11:42 FINANCIAL MANAGEMENT DIUISION 4 714 375 5087 N0.075 1902 ATTACHMENT 1 U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT • LETTER AGREEMENT FOR SECTION 108 LOAN GUARANTEE PROGRAM CUSTODIAL ACCOUNT Name of Institution (and Branch) Street City DATE [ ] This account is established for funds received by the Borrower under note (s) guaranteed by the United States Department of Housing and Urban Development (HUD) under the Section 108 Loan Guarantee Program. (Guaranteed Loan Funds Account . ) ( J This account is established for repayment of the note guaranteed by HUD under the Section 108 Loan Guarantee Program. (Loan Repayment Account) . ( ) This account is established as a debt service reserve under the Section 108 Loan Guarantee Program. (Debt Service Reserve Account. ) You are hereby authorized and reauested to establish a custodial account to be specifically designated n Trustee of United States Department of Housing and Urban Development . " All deposits made in such account shall be subject to withdrawal therefrom by the Borrower named below, and shall also be subject to withdrawal therefrom by HUD. No agent of the Borrower shall be authorized to withdraw funds from the account. You are also authorized to pay HUD at any time upon its written demand, which need not name a specific amount, the entire amount in such account subject only to notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . You are further authorized upon the request of HUD to refuse to honor any instrument drawn upon or withdrawals from such account by MAY-15-2000 08:71 202 708 1798 96% P.02 1111111611 .5/00 11:42 FINRNCIRL MANAGEMENT DIVISION 4 714 375 5087 NO.075 D03 parties other than HUD and to change the name of the aforesaid account to the "United States Department of Housing and Urban Development. " In no instance shall the funds in the Custodial Account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. This letter is submitted to you in duplicate. Please execute the duplicate cony of the certificate below, acknowledging the existence of such account, so that we may present the copy signed by you to HUD. , Name of Borrower By (Signature) Title The undersigned institution certifies to the United States Department of Housing and Urban Development (HUD) that the account identified is in existence in this institution under account number , and agrees with the Borrower named above and HU'D to honor demands on such account in the manner provided in the above letter, subject only to notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . The undersigned institution further agrees upon the request of HUD to refuse to honor any instruments drawn upon or withdrawals from such account by parties other than HUD and to change the name of the aforesaid account to "United States Department of Housing and Urban Development. " In no instance shall the funds in the Custodial Account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. Deposits in this institution are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or the National Credit Union Administration. Name of Institution By Title Date MAY-15-2000 08:32 202 708 1798 PR/ P 1717 15i00 11:42 FINANCIAL MANAGEMENT DIUISION 4 714 375 5087 NO.075 D04 IIIII11/ TTACHIrTT 2 U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT LETTER AGREEMENT FOR SECTION 108 LOAN GUARANTEE PROGRAM CUSTODIAL INVESTMENT ACCOUNT I Name of Institution (and Branch) Street City DATE O This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Guaranteed Loan Funds Account. (Guaranteed Loan Funds Investment Account . ) () This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Loan Repayment Account . (Loan Repayment Investment Account . ) ( ] This account is established to hold obligations and their assignments , such obligations having been purchased with funds from the Debt Service Reserve Account. (Debt Service Reserve Investment Account . ) You are hereby authorized and requested to hold obligations and • assignments of those obligations in trust for the United States Department of Housing and Urban Development (HUD) in an account specifically designated Trustee of United States Department of Housing and Urban Development. " All obligations and assignments shall be subject to release to the Borrower named below, and shall also be subject to release to HUD. No agent of the Borrower shall be authorized to release the obligations or assignments . You are also authorized to release the obligations and assignments to HUD at any time upon its written demand, which need not name specific obligations and assignments, all obligations and assignments being held in such account subject only to any notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . MAY-15-2000 00:32 202 700 1798 9F,% p PA 1111/1111116. '15/00 11:42 FINANCIAL MANAGEMENT DIUISION 4 714 375 5087 NO.075 D05 You are further authorized upon the request of HUD to refuse to honor any request for release of the obligations and assignments from such account by parties other than HUD and to change the name of the aforesaid account to the "United States Department of Housing and Urban Development. " In no instance shall the obligations in the account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. This letter is submitted to you in duplicate. Please execute the duplicate copy of the certificate below, acknowledging the existence of such account , so that we may present the copy signed by you to HUD. Name of Borrower By (Signature) Title The undersigned institution certifies to the United States Department of Housing and Urban Development (HUD) that the account identified is in existence in this institution under account number , and agrees with the Borrower named above and HUD to honor demands release on such account in the manner provided in the above letter, subject only to any notice requirements contained in applicable regulations governing this institution, but in no event to exceed seven business days . The undersigned institution further agrees upon the request of HUD to refuse to honor any request for release of the obligations and assignments from such account by parties other than HUD and to change the name of the aforesaid account to "United States Department of Housing and Urban Development. " In no instance shall the obligations in the account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the custodian institution. Deposits in this institution are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or the National Credit Union Administration. Name of Institution By Title Date MAY-15-2000 08:33 2R? 7AR 179R 9Ri o M� J� Ile bity• of Huntington Beach at, 2000 MAIN STREET CALIFORNIA 92648 O,/ DEPARTMENT OF ECONOMIC DEVELOPMENT Director 714/536-5582 Redevelopment 714/536-5582 FAX 714/375-5087 Housing 714/536-5542 June 14, 2001 Second Request November-MT-2000 U.S. Department of Housing and Urban Development Mr. Paul Webster, Deputy Director Office of Economic Development and Empowerment Service 451 Seventh Street, S.W., Room 7180 Washington, D.C. 20410 RE: City of Huntington Beach, Section 108 Loans and BEDI Grant Agreement Section 108 Loan No. B-97-MC-06-0506, $2,570,000; Section 108 Loan No. B-97-MC-06-0506-A, $6,000,000; BEDI Grant Agreement No. B-98-BD-06-0021, $2,000,000 Dear Mr. Webster: On May 25, 2000, and in accordance with the instructions in your letter to us dated May 4, 2000, we sent to you the following listed documents, fully executed by the City of Huntington Beach and/or the Redevelopment Agency of the City of Huntington Beach: Section 108 Loan No. B-97-MC-06-0506, $2,570,000; City Council Resolution and Note Contract Legal Opinion Section 108 Loan No. B-97-MC-06-0506-A, $6,000,000 Note Contract Legal Opinion BEDI Grant Agreement No. B-98-BD-06-0021, $2,000,000 Grant Agreeme` t 4 Mr. Paul Webster 06/14/01 Page 2 It is our understanding that a copy of each document would be returned to us after HUD had executed its portion. We have learned from our City Clerk's office that we have not yet received copies of the executed documents, and would like to request that you please send us copies at your earliest convenience. If you have any questions, please contact Luann Brunson of my staff at 714 536.5529. Sincerely yours, . avid C. Zs Economic Development Director xc: Luann Brunson, Senior Analyst Je--4-Kt - W f t` ,)4kb • .. `. City of Huntington Beach �►'�� 2000 MAIN STREET CALIFORNIA 92648 gyp, DEPARTMENT OF ECONOMIC DEVELOPMENT Director 714/536-5582 Redevelopment 714/536-5582 FAX 714/375-5087 Housing 714/536-5542 June 17, 2002 U.S. Department of Housing and Urban Development Mr. Paul Webster, Deputy Director Office of Economic Development and Empowerment Service 451 Seventh Street, S.W., Room 7180 Washington, D.C. 20410 RE: City of Huntington Beach, Section 108 Loans and BEDI Grant Agreement Section 108 Loan No. B-97-MC-06-0506, $2,570,000; Section 108 Loan No. B-97-MC-06-0506-A, $6,000,000; BEDI Grant Agreement No. B-98-BD-06-0021, $2,000,000 Dear Mr. Webster: Our City regulations require that our Office of the City Clerk maintain copies of all executed agreements, and it has been brought to my attention that to date we still have not received copies of executed Section 108 Loan Agreements and BEDI Grant Agreement, as referenced above. The original documents, fully executed by the City of Huntington Beach and/or the Redevelopment Agency of the City of Huntington Beach were returned to your office on May 25, 2000, in anticipation that the original documents would be executed by HUD and copies returned to us. Despite several requests for copies of the executed documents, we have received neither copies of the documents, nor any response to our requests. Please send us copies at your earliest convenience, so that we may comply with our legal requirements and complete our files. If you have any questions, please contact me or Luann Brunson of my staff at 714 536.5529. Sincerely yours, 0/1/11 Cyr David C. Biggs Director of Economic Development xc: Luann Brunson, Senior Administrative Analyst Department of Economic Development 2000 Main Street • Huntington Beach, CA 92648 FAX 714 375.5087 OFFICE 714 536.5542 CITY OF HUNTINGTON BEACH PLEASE NOTIFY OPERATOR AT 714 536.5542 IF NOT PROPERLY RECEIVED Date August 8, 2006 To Myriam Boczkowski U.S. Department of Housing and Urban Development SECOND REQUEST Fax 202 708 1798 From Luann Brunson, Senior Administrative Analyst Phone 714 536.5529 e-mail: Ibrunson@surfcity-hb.orq Subject: Section 108 Loans, B-97-MC-06-0506 and B-97-MC-0506-A Myriam, Our City Clerk advises Attachment 1 to each of these Agreements should be completed/ signed by the City of Huntington Beach, certified by the appropriate banking institution, and then returned to HUD. :o,,, �. s .i r lost (Ave # e t ,ts V`V i am s�y,�� t.� u��;,a,,,,�., as �4<., .,..�, Lei ��, � you �,;.,.�U t.:;�c��a a�.s. v J�id you piaosL .�eo Fry rr this is correct? I appreciate your guidance. Thank you for your assistance. Please call if any questions. Thamkyor,v, Luc#uv 5rt on/ CONFIDENTIALITY NOTICE This message is intended only for the use of the individual or entity to which it is addressed, and may contain information that is privileged, confidential, and exempt from disclosure under applicable law. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us z immediately by telephone, and return the original message to us at the above address via the U.S. Postal Service. Thank you! Department of Economic Development 2000 Main Street • Huntington Beach, CA 92648 FAX 714 375.5087 OFFICE 714 536.5542 CITY OF HUNTINGTON OFACH PLEASE NOTIFY OPERATOR AT 714 536.5542 IF NOT PROPERLY RECEIVED lHI & EST Date September 4, 2006 To Myriam Boczkowski U.S. Department of Housing and Urban Development SECOND REQUEST Fax 202 708 1798 From Luann Brunson, Senior Administrative Analyst Phone 714 536.5529 e-mail: Ibrunson(c�surfcity-hb.org Subject: Section 108 Loans, B-97-MC-06-0506 and B-97-MC-0506-A Myriam, Our City Clerk advises Attachment 1 to each of these Agreements should be completed/ signed by the City of Huntington Beach, certified by the appropriate banking institution, and then returned to HUD. I ..,' ,in t r�i ` e do, i .t .d.oco a..v - ! l.-c i. V'oud you �,5,....t..��.: �:.' �f y° if cliff trying oi L3�:L'c.:.�� .� li ';�1�. �� _.. C, '.1'G' you U � '�`-J 1 r r this is correct? I appreciate your guidance. Thank you for your assistance. Please call if any questions. Tas2k'yow, Lua u 8rtuwn CONFIDENTIALITY NOTICE This message is intended only for the use of the individual or entity to which it is addressed, and may contain information that is privileged, confidential, and exempt from disclosure under applicable law. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone, and return the original message to us at the above address via the U.S. Postal Service. <; Thank you! n,//.;,----_-- /y/'_�✓ _=:1 t y A-/-/.; /\ /y✓, y ,.-.i✓'-/�/-/v// i-..'a/' ✓.i„-;i`.., /ti/'-I�.=-� .r-r:iV/�.:✓"./l'/./r^/'l'./t�.�._.i=l-✓ .!/',> ;oJ, CITY OF HUNTINGTON BEACH Interdepartmental Communication TO: STANLEY SMALEWITZ, Director of Economic Development DAN VILLELLA, Director of Finance FROM: JENNIFER MCGRATH, City Attorney DATE: February 27, 2009 SUBJECT: City Clerk's Closure of Section 108 Loan Files Despite Incomplete Attachments (RLS 07-983) BACKGROUND The City and the Redevelopment Agency entered into separate Section 108 loan agreements with the US Department of Housing and Urban Development to help finance the Hyatt Hotel project and the City Gym & Pool rehabilitation project. Some of the attachments to the loan documents for each transaction were not completed, either because they were not used, or because they were not required by the parties. The transactions were completed, and the loans were funded approximately nine years ago. Due to the incomplete attachments, the City Clerk has not "closed"these files in her office records. ISSUE May the City Clerk close the Section 108 loan files? ANSWER Whether or not a file in the City Clerk's office is categorized as "open" or"closed"is generally a matter within the discretion of the City Clerk. We are aware of no general legal definitions or standards relating to the City Clerk's determination of the "open" or "closed" status of a particular file in her office. Similarly, in this particular case we are aware of no specific legal requirement that the City Clerk categorize the Section 108 files as either "open" or "closed." We assume that the City Clerk commonly applies the "closed" designation to files of completed matters. Since the Section 108 loan transactions at issue appear to have been concluded, we believe the City Clerk could reasonably assign the "closed" designation to these files even though some of the unused attachments to the loan documents were never completed. As previously stated, however, this is not a conclusion compelled by law, but rather, a matter within the discretion of the City Clerk. Stanley Smalewitz Page 2 February 27, 2009 Please contact me at your earliest convenience if you have any further questions regarding this mattsti*, JENNIFER McGRATH City Attorney /pda c: Joan Flynn, City Clerk 31435 'Pt MENI pfy U.S.DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT o` Q 0 aN WASHINGTON.D.C.20410-7000 *6III NN O0E OFFICE OF THE ASSISTANT SECRETARY FOR COMMUNITY PLANNING AND DEVELOPMENT MAR 1 7 1999 Honorable Shirley Dettloff Mayor of Huntington ati � 2000 Main Street rzs'GWs�,..� Huntington Beach, CA 92648 Dear Mayor Dettloff : .r:= Please be informed that the City of Huntington' s (hereafter "the City" ) request for loan guarantee assistance under Section 108 of the Housing and Community Development Act of 1974 , as amended, has been approved. Such assistance is to consist of the guarantee of notes or other obligations in the principal amount of $6, 000, 000 . 00, plus interest thereon, which shall be issued to finance activities described in application B-97-MC-06-0506-A. This offer of commitment is subject, however, to the conditions specified in Item 8 of the Funding Approval (Form HUD- 7082) . The first condition provides that in the event the City fails to submit notes or other obligations for inspection and guarantee by the Secretary of the Department of Housing and Urban Development (HUD) before December 1, 1999, the offer will expire as of such date . The second condition provides that the repayment schedule (s) for the guaranteed loan must be acceptable to HUD. The third condition specifies that the City furnish such. additional security for the repayment of the guaranteed loan as HUD deems appropriate. This security will be specified in the Contract for Loan Guarantee Assistance, which will be executed at the time the notes or other obligations are issued. Such security may be required for each activity or project assisted with the guaranteed loan funds. The fourth condition provides that the City shall not incur any obligations to be paid with the Section 108 loan funds until it has received a determination from the HUD Los Angeles Office that the proposed activities meet the criteria for national objectives . The City' s application indicates that the Section 108 funds may be used to pay for pre-award costs . Please note that such costs are subject to the requirements of 24 CFR §570 .200 (h) . 2 Questions regarding the applicability of this provision should be directed to the HUD Los Angeles Office. Please furnish us, at the address specified in the last paragraph of this letter, your timetable for execution of the activities described in your application. These activities will be financed through a public offering of Section 108 obligations . If you need funds prior to the next public offering, please notify HUD at the address below and instructions for obtaining interim financing will be provided. In addition to the special conditions cited above, the release of funds for the project to be carried out with loan guarantee assistance is conditioned upon compliance by the City with all applicable provisions of the HUD Environmental Review Procedures (24 CFR Part 58) . In this regard a request for release of funds must be approved by HUD prior to the obligation or utilization of funds for the project . Please execute the three enclosed copies of the Funding Approval and return two copies to the Department of Housing and Urban Development, Office of Block Grant Assistance, Financial Management Division, Room 7180, 451 Seventh Street, S .W. , Washington, D.C. 20410 . One copy should be retained for your files . The Funding Approval amends the Grant Agreement authorized by HUD on August 12, 1997, under the Funding Approval for grant number B-97-MC-06-0506 to include loan guarantee assistance. The Grant Agreement thereby incorporates this Funding Approval, the loan guarantee application, and Subpart M of the block grant regulations governing loan guarantees, as well as such agreements, schedules, and other documentation required to be submitted or executed in connection therewith. Very sincerely yours, ennet C. Williams Deputy Assistant Secretary for Grant Programs Enclosures 91-1r6"4 Aietd 0 , CITY OF HUNTINGTON BEACH , �.�5 Inter-Office Communication Economic Development Department ycLf P P TO: Connie Broakway, City Clerk FROM: David C. Biggs, Director of Economic Development /,. / i DATE: April 26, 1999 SUBJECT: Section 108 Loans to the City of Huntington Beach Attached please find two original Funding Approval Agreements which have been entered into by the City of Huntington Beach, as approved by City Council Action of April 19, 1999. Please store with the City records. One agreement is for a$6 million Section 108 Loan from the Department of Housing and Urban Development (HUD). This loan is to assist in the redevelopment of the Waterfront Hilton expansion. The second loan is for$2.57 million. It is also a Section 108 Loan. This loan is to assist in the rehabilitation of the City Gym and Pool. If you have any questions, please feel free to contact me or Gus Duran of our office. u '—4 r.b---¢ • 7 x: c? Funding Approval/Agreement U.S. Department of Housing and Urban Development Title I of the Housing and Community Office of Community Planning and Development Development Act (Public Law 93-383) Community Development Block Grant Program HI-00515R of 20515R 1. Name of Grantee (as shown in Item 5 of Standard Form-424) 3.Grantee's 9-Digit Tax ID Number 4. Date Use of Funds May Begin CITY OF HUNTINGTON BEACH, CALIFORNIA 5a. Project/Grant Number 1 6a.Amount Approved 2.Grantee's Complete Address (as shown in Item 5 of Standard Form-424) B-97-MC-06-0506 5b. Project/Grant Number 2 6b. Amount Approved 2000 MAIN STREET OFFICE OF THE CITY ADMINISTRATOR 5c. Project/Grant Number 3 6c. Amount Approved HUNTINGTON BEACH, CA 92648 Grant Agreement This Grant Agreement between the Department of Housing and Urban Development (HUD) and the above named Grantee is made pursuant to the authority of Title I of the Housing and Community Development Act of 1974, as amended, (42 U.S.C. 5301 et seq). The Grantee's submissions for Title I assistance, the HUD regulations at 24 CFR Part 570 (as now in effect and as may be amended from time to time), and this Funding Approval, including any special conditions, constitute part of the Agreement. Subject to the provisions of this Grant Agreement, HUD will make the funding assistance specified here available to the Grantee upon execution of the Agreement by the parties. The funding assistance specified in the Funding Approval may be used to pay costs incurred after the date specified in 4 above provided the activities to which such costs are related are carried out in compliance with all applicable requirements. Pre-agreement costs may not be paid with funding assistance specified here unless they are authorized in HUD regulations or approved by waiver and listed in the special conditions to the Funding Approval. The Grantee agrees to assume all of the responsibilities for environmental review, decision making, and actions, as specified and required in regulations issued by the Secretary pursuant to Section 104(g) of Title I and published in 24 CFR Part 58. The Grantee further acknowledges its responsibility adherence to the a eement by subrecipient entities to which it makes funding assistance hereunder available. U.S. Depa. • :.ing& P-velopment(signature,name,title,date) Grantee(signature,name,title,date) / - .4kitAP 7 ILL'',C - X NNETH . WIL IAMS, DEPUTY ASSISTANT X 02 SECRETARY FOR GRANT PROGRAMS THE CITY OF HUNTINGTON BEACH, CALIFORNIA 7. Check Only One: Category of Title I Assistance for this 8. Special 9a. Date HUD Received Submission: 10. Check One: Funding Action Conditions a.Orig.Funding Approval a. Entitlement, Sec106(b) (check one) 9b. Date Grantee Notified: b. State-Administered, Sec 106(d)(1) None b.Amendment X 9c. Date of Start of Program Year: c.Amendment Number c. HUD-Administered Small Cities,Sec 106(d)(2)(B) Attached X 1 d. Indian CDBG Programs,Sec 106(a)(1) 11. Amount of Community e. Surplus Urban Renewal Funds,Sec 112(b) Development f. FY 97 FY FY Block Grant f. Special Purpose Grants, Sec 107 a. Funds Reserved For This Grantee g. Loan Guarantee, Sec 108 X b. Funds Now Being Approved c. Reservation To Be Cancelled(1 1 a minus 11 b) 12a. Amount of Loan Guarantee Commitment Now Being Approved: 12b.Name&Complete Address of Public Agency 2,570, 000 N/A Loan Guarantee Acceptance Provisions for Designated Agencies The public agency hereby accepts the Grant Agreement executed by the Department of Housing and Urban Development on the above date with respect to 12c. Signature of Authorized Official(name,title,date)for the above grant number(s) as Grantee designated to receive loan guarantee Designated Public Agency assistance, and agrees to comply with the terms and conditions of the Agreement, applicable regulations, and other requirements of HUD now or hereafter in effect, X pertaining to the assistance provided it. N/A HUD Accounting Use Only TAC Batch 153 Pro ram Y A Reg Area Document No. Proo ectt Number Cate or Amount Effective Date F 176 — — 1.. 3l i 0506 Y Project Number Amount II Y Project Number Amount III . Date Entered PAS Date Entered LOCCS Batch Number Transaction Code Entered by: Verified by: Previous Editions are Obsolete form HUD-7082 (4/93) 24 CFR 570 8 . Special Conditions: (continued) (a) In the event the applicant shall fail to submit promissory notes or other obligations to the Secretary for inspection and guarantee before December 1, 1999, this commitment shall terminate and expire as of such date. (b) The applicant shall submit a repayment schedule for the guaranteed loan that is acceptable to the Secretary. (c) The applicant shall furnish such additional security for the guaranteed loan as the Secretary deems appropriate . Such security will be specified in the Contract referred to in 24 CFR §570 . 705 (b) (1) . APPROVED AS TO r'0 : • G A CtL, i ey �1_ Py Depmt-imty City is �orcfley (1 -)L- ra T• 7 n 7 < _ �^-I i Tl :a L-1 Funding Approval/Agreement U.S. Department of Housing and Urban Development Title I of the Housing and Community Office of Community Planning and Development .'Development Act (Public Law 93-383) Community Development Block Grant Program HI-00515R of 20515R 1. Name of Grantee (as shown in Item 5 of Standard Form-424) 3.Grantee's 9-Digit Tax ID Number 4. Date Use of Funds May Begin CITY OF HUNTINGTON BEACH, CALIFORNIA 5a. Project/Grant Number 1 6a.Amount Approved 2.Grantee's Complete Address(as shown in Item 5 of Standard Form-424) B-9'7-MC-06-0506-A 5b. Project/Grant Number 2 6b.Amount Approved 2000 MAIN STREET OFFICE OF THE CITY ADMINISTRATOR 5c. Project/Grant Number 3 6c.Amount Approved HUNTINGTON BEACH, CA 92648 Grant Agreement This Grant Agreement between the Department of Housing and Urban Development (HUD) and the above named Grantee is made pursuant to the authority of Title I of the Housing and Community Development Act of 1974, as amended, (42 U.S.C. 5301 et seq). The Grantee's submissions for Title I assistance, the HUD regulations at 24 CFR Part 570 (as now in effect and as may be amended from time to time), and this Funding Approval, including any special conditions, constitute part of the Agreement. Subject to the provisions of this Grant Agreement, HUD will make the funding assistance specified here available to the Grantee upon execution of the Agreement by the parties. The funding assistance specified in the Funding Approval may be used to pay costs incurred after the date specified in 4 above provided the activities to which such costs are related are carried out in compliance with all applicable requirements. Pre-agreement costs may not be paid with funding assistance specified here unless they are authorized in HUD regulations or approved by waiver and listed in the special conditions to the Funding Approval. The Grantee agrees to assume all of the responsibilities for environmental review, decision making, and actions, as specified and required in regulations issued by the Secretary pursuant to Section 104(g) of Title I and published in 24 CFR Part 58. The Grantee further acknowledges its responsibil or her e to the A ent by subrecipient entities to which it makes funding assistance hereunder available. U.S.Dep ment of H r pment(signature,name,e,7 title,date) Grantee(signature,name,title,date) X ETH C. LLIAMS, DEPUTY AAARS'1rAIQT 1999 x SECRETARY FOR GRANT PROGRAMS THE CITY OF HUNTINGTON BEACH, CALIFORNIA 7. Check Only One: Category of Title I Assistance for this 8. Special 9a. Date HUD Received Submission: 10. Check One: Funding Action Conditions a. Orig.Funding Approval a. Entitlement,Sec106(b) (check one) 9b. Date Grantee Notified: b.Amendment X b. State-Administered, Sec 106(d)(1) None • 9c. Date of Start of Program Year: c. Amendment Number c. HUD-Administered Small Cities, Sec 106(d)(2)(B) Attached X 1 d. Indian CDBG Programs, Sec 106(a)(1) 11. Amount of Community e. Surplus Urban Renewal Funds, Sec 112(b) Development f. FY 97 FY FY Block Grant f. Special Purpose Grants,Sec 107 a. Funds Reserved For This Grantee g. Loan Guarantee, Sec 108 X b. Funds Now Being Approved c. Reservation To Be Cancelled(11 a minus 11 b) 12a. Amount of Loan Guarantee Commitment Now Being Approved: 12b. Name&Complete Address of Public Agency 6,000, 000 N/A Loan Guarantee Acceptance Provisions for Designated Agencies The public agency hereby accepts the Grant Agreement executed by the Department of Housing and Urban Development on the above date with respect to 12c. Signature of Authorized Official(name,title,date)for the above grant number(s) as Grantee designated to receive loan guarantee Designated Public Agency assistance, and agrees to comply with the terms and conditions of the Agreement, applicable regulations, and other requirements of HUD now or hereafter in effect, X pertaining to the assistance provided it. N/A HUD Accounting Use Only TAC Batch 1 5 3 Program Y A Reg Area Document No. Pro'ect Number Cate o Amount Effective Date F 17 6 _ _ -r? � <„0506 A Y Pro'ect Number Amount Y Project Number Amount III . MI Date Entered PAS Date Entered LOCCS Batch Number Transaction Code Entered by: Verified by: Previous Editions are Obsolete form HUD-7082 (4/93) 24 CFR 570 8 . Special Conditions: (continued) (a) In the event the applicant shall fail to submit promissory notes or other obligations to the Secretary for inspection and guarantee before December 1, 1999, this commitment shall terminate and expire as of such date. (b) The applicant shall submit a repayment schedule for the guaranteed loan that is acceptable to the Secretary. (c) The applicant shall furnish such additional security for the guaranteed loan as the Secretary deems appropriate. Such security will be specified in the Contract referred to in 24 CFR §570 . 705 (b) (1) . (d) The applicant shall not incur any obligations to be paid with guaranteed loan funds prior to a determination by the HUD Los Angeles Area Office that the activities to be carried out with guaranteed loan funds meet the criteria for national objectives at 24 CFR §570 . 208 . APPROVED AS TO FORM:' GAIL HUTTON, City Attorney By:. Deputy City Attorney p 0 Lam/ r a(:) -ir rm .� 2a • (f,ty 9 Bi665-t4t) e/'yT,Ps . Council/Agency Meeting Held: Deferred/Continued to: LI Approvel, ❑ Conditionally Approved U Denied �E OT3/ Clerk's Signature Q ;,tom l e _L4, Council Meeting Date: April 19, 1999 Department ID Number: ED 99-23 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator OZd? PREPARED BY: DAVID C. BIGGS, Economic Development Director ,,,r v, SUBJECT: Authorize Execution of Agreements with the US Department of Housing and Urban Development (HUD) for two Section 108 Loans Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: On January 5, 1998, the City applied for two Section 108 Loans from the US Department of Housing and Urban Development (HUD). One loan is for $6 million to assist the Redevelopment Agency with site preparation and installation of public improvements for the Hilton Ocean Grand Resort development. The second loan is for $2.75 million to assist the City in renovating the historic City Gym and Pool. HUD has recently approved the loans and the City needs to take action to accept the loans. Funding Source: Funds are being made available from the Department of Housing and Urban Development (HUD). The source of repayment of the $6 million loan for the Hilton Ocean Grand Resort is from project-generated revenues, which include Transient Occupancy Tax (TOT) and Property Tax Increment. The source of repayment of the $2.57 million Gym and Pool loan is from an annual allocation of Community Development Block Grant (CDBG) funds. Recommended Action: Motion to: Authorize the City Administrator to execute the Funding Approval Agreements for the two . Section 108 Loans and all subsequent agreements ��e//Feder�al Government necesssarryOF T C/ /Zen/ to implement the projects funded by these loans.i Tip/ofrnoN V/SO/eY (40�R/� RE-e0/1'J/j erboi /OOL/e; ,fa. A /4s ' ' w eo: it /5 Jp-Cpmmetl oho 71t74T 7,4e c/tv eooveii- ADoPT A "44/CY 7mr .s f! Comb/77 oN o' rite- R��/I/,NG A-Seer/cA//off'Go*V PbI 71*-Xg/ YbZo P riT of nie tt/c.Ta (A.4X/.� t3O1 T Alternative Action(s): Do not authorize City Administrator to execute Funding Approval Agreements and provide alternative direction to staff. A,vo A. 8ED r Feelee-a-C. 6, /r mAr 1r e.vcoutRas Del/ELOPIY.IEhT" o� f} LOC443L. emPLDY/7,ENr PXA6 'm 7'D oorle&/ ea4 , v.D 667 /lam/l 76N 5ER W teste)F_nlTs f}S ei /v/0ATes Fox GmpaYme r.. 72/E A/Co6, -411l Lxwevii-6 - ,E z3L./sH fI- ,"RipR i 7/ 7v EinP4a y ffv/�Tr/N/Tn1/ ,Q,Aq e /t'E.s,Der2 T3• 77i5 i /s 7a 443E D aNE iH Coat f-77ew chiot /H f ki lb9- P eo y o nel .�i • REQUEST FOR COUNCIL ACTIOO MEETING DATE: April 19, 1999 DEPARTMENT ID NUMBER: ED 99-23 Analysis: On January 5, 1998, the City of Huntington Beach applied for two Section 108 Loans from the Department of Housing and Urban Development (HUD). Copies of the RCA approving the Loan Applications are attached. One loan is for $6 million to assist with site preparation and public improvements for the Waterfront expansion. The second loan is for $2.57 million and is to assist with the renovation of the historic City Gym and Pool. Repayment of the loan for the hotel resort complex will be from either Transient Occupancy Taxes (TOT) or Property Taxes Increment. The Gym and Pool loan will be repaid from the City's annual Community Development Block Grant (CDBG) allocation. The Waterfront expansion will generate public revenues to the City and Agency in the form of property tax increment, transient occupancy tax, and sales tax. The Hilton Ocean Grand Resort and Waterfront residential project will provide over $ 4 million annually in public revenues shortly after completion. These funding sources will be used to make the estimated annual debt service payment of $545,000 over 20 years on the Section 108 Loan for the Waterfront expansion. Subsequent to applying for the Section 108 Loan for the Waterfront expansion, the City was awarded a $2 million Browfields Economic Development Initiative (BEDI) grant. This grant can only be used in conjunction with a Section 108 Loan. The estimated annual debt service payment of the City Gym and Pool will be $234,640 over 20 years. This amount will be paid from the City's annual allocation of Community Development Block Grant (CDBG) funds, starting in 2001/01 from that portion of the grant available for capital projects. Environmental Status: The Waterfront expansion has been evaluated in SEIR 82-2 and a Federal NEPA document. The City's Gym and Pool environmental documentation will be completed prior to loan funding. Attachment(s): City Clerk's Page Number No. Description 1. Funding Approval Agreement for $6 Million. 2. Fundin. A.•royal A•reement for 2.57 Million. RCA Author: Duran at extension 1529. SECT108.DOC -2- 04/09/99 8:22 AM • • Funding Approval Agreement for $ 6 Million • 0,0E,4*.p, U.S.DErARTMENT OF HOUSING AND URBAN DEVELLWNT oa' 0��, WASHINGTON.D.C.20410-7000 illiilii QNN DES,- OFFICE OF THE ASSISTANT SECRETARY FOR COMMUNITY PLANNING AND DEVELOPMENT MAR 17 1999 Honorable Shirley Dettloff Mayor of Huntington 2000 Main Street Huntington Beach, CA 92648 Dear Mayor Dettloff : Please be informed that the City of Huntington' s (hereafter "the City" ) request for loan guarantee assistance under Section 108 of the Housing and Community Development Act of 1974, as amended, has been approved. Such assistance is to consist of the guarantee of notes or other obligations in the principal amount of $6 , 000, 000 . 00, plus interest thereon, which shall be issued to finance activities described in application B-97-MC-06-0506-A. This offer of commitment is subject, however, to the conditions specified in Item 8 of the Funding Approval (Form HUD- 7082) . The first condition provides that in the event the City fails to submit notes or other obligations for inspection and guarantee by the Secretary of the Department of Housing and Urban Development (HUD) before December 1, 1999, the offer will expire as of such date. The second condition provides that the repayment schedule (s) for the guaranteed loan must be acceptable to HUD. The third condition specifies that the City furnish such additional security for the repayment of the guaranteed loan as HUD deems appropriate. This security will be specified in the Contract for Loan Guarantee Assistance, which will be executed at the time the notes or other obligations are issued. Such security may be required for each activity or project assisted with the guaranteed loan funds . The fourth condition provides that the City shall not incur any obligations to be paid with the Section 108 loan funds until it has received a determination from the HUD Los Angeles Office that the proposed activities meet the criteria for national objectives . The City' s application indicates that the Section 108 funds may be used to pay for pre-award costs . Please note that such costs are subject to the requirements of 24 CFR §570 . 200 (h) . • 111 Questions regarding the applicability of this provision should be directed to the HUD Los Angeles Office. Please furnish us, at the address specified in the last paragraph of this letter, your timetable for execution of the activities described in your application. These activities will be financed through a public offering of Section 108 obligations . If you need funds prior to the next public offering, please notify HUD at the address below and instructions for obtaining interim financing will be provided. In addition to the special conditions cited above, the release of funds for the project to be carried out with loan guarantee assistance is conditioned upon compliance by the City with all applicable provisions of the HUD Environmental Review Procedures (24 CFR Part 58) . In this regard a request for release of funds must be approved by HUD prior to the obligation or utilization of funds for the project. Please execute the three enclosed copies of the Funding Approval and return two copies to the Department of Housing and Urban Development, Office of Block Grant Assistance, Financial Management Division, Room 7180, 451 Seventh Street, S.W. , Washington, D.C. 20410 . One copy should be retained for your files . The Funding Approval amends the Grant Agreement authorized by HUD on August 12, 1997, under the Funding Approval for grant number B-97-MC-06-0506 to include loan guarantee assistance. The Grant Agreement thereby incorporates this Funding Approval, the. loan guarantee application, and Subpart M of the block grant regulations governing loan guarantees, as well as such agreements, schedules, and other documentation required to be submitted or executed in connection therewith. Very sincerely yours, ennet C. Williams Deputy Assistant Secretary for Grant Programs Enclosures • Funding Approval/Agreemer, U.S. Department of •ng and Urban Development Title I of the Housing and Community Office of Community laming and Development Development Act (Public Law 93-383) Community Development Block Grant Program - HI-00515R of 20515R 1.Name of Grantee (as shown in Item 5 of Standard Form-424) 3.Grantee's 9-Digit Tax ID Number 4. Date Use of Funds May Begin CITY OF HUNTINGTON BEACH, CALIFORNIA 5a.Project/Grant Number 1 6a. Amount Approved 2.Grantee's Complete Address(as shown in Item 5 of Standard Form-424) B-97-MC-06-0506—A Sb.Project/Grant Number 2 6b. Amount Approved 2000 MAIN STREET OFFICE OF THE CITY ADMINISTRATOR 5c.Project/Grant Number 3 6c. Amount Approved HUNTINGTON BEACH, CA 92648 Grant Agreement This Grant Agreement between the Department of Housing and Urban Development (HUD) and the above named Grantee is made pursuant to the authority of Title I of the Housing and Community Development Act of 1974, as amended, (42 U.S.C. 5301 et seq). The Grantee's submissions for Title I assistance, the HUD regulations at 24 CFR Part 570 (as now in effect and as may be amended from time to time), and this Funding Approval, including any special conditions, constitute part of the Agreement. Subject to the provisions of this Grant Agreement, HUD will make the funding assistance specified here available to the Grantee upon execution of the Agreement by the parties. The funding assistance specified in the Funding Approval may be used to pay costs incurred after the date specified in 4 above provided the activities to which such costs are related are carried out in compliance with all applicable requirements. Pre-agreement costs may not be paid with funding assistance specified here unless they are authorized in HUD regulations or approved by waiver and listed in the special conditions to the Funding Approval. The Grantee agrees to assume all of the responsibilities for environmental review, decision making, and actions, as specified and required in regulations issued by the Secretary pursuant to Section 104(g) of Title I and published in 24 CFR Part 58. The Grantee further acknowledges its responsibil or her e to the A ent by subrecipient entities to which it makes funding assistance hereunder available. U.S.Dep ment of H r pment(signature,name,e,7 title,date) Grantee(signature,name,title,date) X( ETH C. LLIAMS, DEPUTY A!A�1S4AITT I999 )( SECRETARY FOR GRANT PROGRAMS THE CITY OF HUNTINGTON BEACH, CALIFORNIA 7. Check Only One: Category of Title I Assistance for this 8.Special 9a.Date HUD Received Submission: 10. Check One: Funding Action Conditions a.Orig.Funding Approval a. Entitlement,Sec106(b) (check one) 9b.Date Grantee Notified: b. Amendment X b. State-Administered, Sec 106(d)(1) None 9c.Date of Start of Program Year: c.Amendment Number c. HUD-Administered Small Cities,Sec 106(d)(2)(B) Attached X 1 d. Indian CDBG Programs,Sec 106(a)(1) 11. Amount of Community e. Surplus Urban Renewal Funds, Sec 112(b) Development Block Gran FY FY 9 7 FY FY nt f. Special Purpose Grants, Sec 107 a.Funds Reserved For This Grantee g. Loan Guarantee,Sec 108 X b.Funds Now Being Approved c Reservation To Be Cancelled(11 a minus 11 b) 12a. Amount of Loan Guarantee Commitment Now Being Approved: 12b.Name&Complete Address of Public Agency 6,000,000 N/A Loan Guarantee Acceptance Provisions for Designated Agencies The public agency hereby accepts the Grant Agreement executed by the Department of Housing and Urban Development on the above date with respect to 12c. Signature of Authorized Official(name,title,date)for the above grant number(s) as Grantee designated to receive loan guarantee Designated Public Agency assistance, and agrees to comply with the terms and conditions of the Agreement, X applicable regulations, and other requirements of HUD now or hereafter in effect, pertaining to the assistance provided it. N/A HUD Accounting Use Only TAC Batch 153 Program Y A Reg Area Document No. Pro ect Number Cate o l l l l Amount Effective Date F 176 11 0506 A Y Project Number Amount Y Project Number Amount �: I .I . Date Entered PAS Date Entered LOCCS Batch Number Transaction Code Entered by: Verified by: Previous Editions are Obsolete form HUD-7082 (4/93) 24 CFR 570 • 411 8 . Special Conditions: (continued) (a) In the event the applicant shall fail to submit promissory notes or other obligations to the Secretary for inspection and guarantee before December 1, 1999, this commitment shall terminate and expire as of such date. (b) The applicant shall submit a repayment schedule for the guaranteed loan that is acceptable to the Secretary. (c) The applicant shall furnish such additional security for the guaranteed loan as the Secretary deems appropriate. Such security will be specified in the Contract referred to in 24 CFR §570 . 705 (b) (1) . (d) The applicant shall not incur any obligations to be paid with guaranteed loan funds prior to a determination by the HUD Los Angeles Area Office that the activities to be carried out with guaranteed loan funds meet the criteria for national objectives at 24 CFR §570 . 208 . • • Funding Approval Agreement for $2.57 Million PMENi O,y _2ARTMENT OF HOUSING AND URBAN DEVEL_..r'MENT 4Q' '� I *(i�,'I�:ll U.S.* WASHINGTON.D.C.20410-7000 IIIU �W 9Bh DEVE� OFFICE OF THE ASSISTANT SECRETARY FOR MAR I 7 1999 COMMUNITY PLANNING AND DEVELOPMENT Honorable Shirley Dettloff Mayor of Huntington City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Dear Mayor Dettloff : Please be informed that the City of Huntington' s (hereafter "the City" ) request for loan guarantee assistance under Section 108 of the Housing and Community Development Act of 1974, as amended, has been approved. Such assistance is to consist of the guarantee of notes or other obligations in the principal amount of $2, 570, 000, plus interest thereon, which shall be issued to finance activities described in application B-97-MC-06-0506 . This offer of commitment is subject, however, to the conditions specified in Item 8 of the Funding Approval (Form HUD- 7082) . The first condition provides that in the event the City fails to submit notes or other obligations for inspection and guarantee by the Secretary of the Department of Housing and Urban Development (HUD) before December 1, 1999, the offer will expire as of such date . The second condition provides that the repayment schedule (s) for the guaranteed loan must be acceptable to HUD. The third condition specifies that the City furnish such , additional security for the repayment of the guaranteed loan as HUD deems appropriate. This security will be specified in the Contract for Loan Guarantee Assistance, which will be executed at the time the notes or other obligations are issued. Such security may be required for each activity or project assisted with the guaranteed loan funds . Please furnish us, at the address specified in the last paragraph of this letter, your timetable for execution of the activities described in your application. These activities will be financed through a public offering of Section 108 obligations . If you need funds prior to the next public offering, please notify HUD at the address below and instructions for obtaining interim financing will be provided. 411 In addition to the special conditions cited above, the release of funds for the project to be carried out with loan guarantee assistance is conditioned upon compliance by the City with all applicable provisions of the HUD Environmental Review Procedures (24 CFR Part 58) . In this regard a request for release of funds must be approved by HUD prior to the obligation or utilization of funds for the project . Please execute the three enclosed copies of the Funding Approval and return two copies to the Department of Housing and Urban Development, Office of Block Grant Assistance, Financial Management Division, Room 7180, 451 Seventh Street, S.W. , Washington, D.C. 20410 . One copy should be retained for your files . The Funding Approval amends the Grant Agreement authorized by HUD on August 12, 1997, under the Funding Approval for grant number B-97-MC-06-0506 to include loan guarantee assistance . The Grant Agreement thereby incorporates this Funding Approval, the loan guarantee application, and Subpart M of the block grant regulations governing loan guarantees, as well as such agreements, schedules, and other documentation required to be submitted or executed in connection therewith. Very sincerely yours, enneth C. Williams Deputy Assistant Secretary for Grant Programs Enclosures • Funding Approval/Agreemen U.S. Department of ' •g and Urban Development Title I of the Housing and Community Office of Community . fanning and Development Development Act (Public Law 93-383) Community Development Block Grant Program - HI-00515R of 20515R 1.Name of Grantee (as shown in Item 5 of Standard Form-424) 3.Grantee's 9-Digit Tax ID Number 4.Date Use of Funds May Begin CITY OF HUNTINGTON BEACH, CALIFORNIA 5a.Project!Grant Number 1 6a.Amount Approved 2.Grantee's Complete Address(as shown in Item 5 of Standard Form-424) B-97-MC-06-0506 5b.Project/Grant Number 2 6b.Amount Approved 2000 MAIN STREET OFFICE OF THE CITY ADMINISTRATOR 5c.Project/Grant Number 3 6c.Amount Approved HUNTINGTON BEACH, CA 92648 Grant Agreement This Grant Agreement between the Department of Housing and Urban Development (HUD) and the above named Grantee is made pursuant to the authority of Title I of the Housing and Community Development Act of 1974, as amended, (42 U.S.C. 5301 et seq). The Grantee's submissions for Title I assistance, the HUD regulations at 24 CFR Part 570 (as now in effect and as may be amended from time to time), and this Funding Approval, including any special conditions, constitute part of the Agreement. Subject to the provisions of this Grant Agreement, HUD will make the funding assistance specified here available to the Grantee upon execution of the Agreement by the parties. The funding assistance specified in the Funding Approval may be used to pay costs incurred after the date specified in 4 above provided the activities to which such costs are related are carried out in compliance with all applicable requirements. Pre-agreement costs may not be paid with funding assistance specified here unless they are authorized in HUD regulations or approved by waiver and listed in the special conditions to the Funding Approval. The Grantee agrees to assume all of the responsibilities for environmental review, decision making, and actions, as specified and required in regulations issued by the Secretary pursuant to Section 104(g) of Title I and published in 24 CFR Part 58. The Grantee further acknowledges its responsibility, adherence to the • ! eement by subrecipient entities to which it makes funding assistance hereunder available. U.S.De .: ing&�.:!►•velopment(signatuure,name,titnnle,date) Grantee(signature,name,title,date) rr X .'NNETH . WIL IAMS, DEPUTY ASSISTANT X SECRETARY FOR GRANT PROGRAMS THE CITY OF HUNTINGTON BEACH, CALIFORNIA 7. Check Only One: Category of Title I Assistance for this 8. Special 9a.Date HUD Received Submission: 10. Check One: Funding Action Conditions a.Orig.Funding Approval a. Entitlement,Sec106(b) (check one) 9b.Date Grantee Notified: b.Amendment X b. State-Administered, Sec 106(d)(1) None 9c.Date of Start of Program Year: c.Amendment Number c. HUD-Administered Small Cities,Sec 106(d)(2)(B) Attached X 1 d. Indian CDBG Programs,Sec 106(a)(1) 11. Amount of Community e. Surplus Urban Renewal Funds,Sec 112(b) Development FY 97 FY FY P Block Grant a.Funds Reserved For f. Special Purpose Grants, Sec 107 This Grantee g. Loan Guarantee, Sec 108 X b.Funds Now Being ", Approved • c. Reservation To Be Cancelled(11 a minus 11 b) 12a. Amount of Loan Guarantee Commitment Now Being Approved: 12b.Name&Complete Address of Public Agency 2,570,000 N/A Loan Guarantee Acceptance Provisions for Designated Agencies The public agency hereby accepts the Grant Agreement executed by the Department of Housing and Urban Development on the above date with respect to 12c. Signature of Authorized Official(name,title,date)for the above grant number(s) as Grantee designated to receive loan guarantee Designated Public Agency assistance, and agrees to comply with the terms and conditions of the Agreement, X applicable regulations, and other requirements of HUD now or hereafter in effect, pertaining to the assistance provided it. N/A HUD Accounting Use Only TAC Batch 1 5 3 Program Y A Reg Area Document No. Project Number Cate o Amount Effective Date F 176 1! 1506 V Pro'ect Number Amount 1.1.11111111 Y Project Number Amount 141111111.11 Date Entered PAS Date Entered LOCCS Batch Number Transaction Code Entered by: Verified by: Previous Editions are Obsolete form HUD-7082 (4/93) 24 CFR 570 • 8 . Special Conditions: (continued) (a) In the event the applicant shall fail to submit promissory notes or other obligations to the Secretary for inspection and guarantee before December 1, 1999, this commitment shall terminate and expire as of such date . (b) The applicant shall submit a repayment schedule for the guaranteed loan that is acceptable to the Secretary. (c) The applicant shall furnish such additional security for the guaranteed loan as the Secretary deems appropriate. Such security will be specified in the Contract referred to in 24 CFR §570 . 705 (b) (1) . 61 • 4/9/99 Citizen Participation Advisory Board Recommended Policy Policy No. 1 Background It is recommended that the City Council of the City of Huntington Beach adopt a policy with respect to the programming of the City's Gym and Pool. Said policy is recommended by the Citizen Participation Advisory Board(CPAB) in light of the fact that the Community Development Block Grant(CDBG) funds are going to be utilized for the purpose of repaying the Section 108 Loan for the rehabilitation of the City's Gym and Pool. By utilizing the repayment from CDBG funds, CPAB will be limited as to its annual allocation for other community services and community development activities. Moreover, the CDBG Program was created and is designed exclusively to serve the needs of the City's low and moderate-income residents of the City of Huntington Beach. Recommended Policy#1 It is recommended that at least 50%of the programs offered at the City Gym and Pool should be designed and implemented to serve the low and moderate income of the residents of the City of Huntington Beach. Implementation Procedures The City Administrator should be directed to comeback to the City Council within a period of 60 days with identified programs for the City Gym and Pool designed to carry out this policy. The CPAB is ready to assist the City Administrator and the City's staff as a sounding board in providing feedback on the programs to be offered to the City's low and moderate-income residents. r ' • • • 4/9/99 Citizen Participation Advisory Board Recommended Policy Recommended Policy No. 2 It is recommended that the City Council adopt a policy that as a condition of the City receiving a Section 108 Loan for the redevelopment of the Hilton Grand Resort and a BEDI federal grant that it be required to design and implement a Local Employment Program to outreach and target Huntington Beach residents as candidates for employment. The program should establish a priority to employ Huntington Beach residents. Implementation Procedures It is recommended that six months prior to the opening of the hotel complex the City Council approve a Local Employment Program to outreach and target low and moderate income residents of Huntington Beach. The Citizen Participation Board can be utilized as the advisory committee to the City Council on the content and character of the program. a IFF • 4/9/99 Citizen Participation Advisory Board Recommended Policy Policy No 3 Background Since that the Community Development Block Grant Program (CDBG) is the ultimate guarantee of the Section 108 Loan to the City of Huntington Beach, CPAB respectfully submits its recommendation to City council. Our intention is to maintain the spirit of the funding, which benefits the low to moderate income residents of Huntington Beach. While the Hilton project is expected to create jobs, the jobs created will probably be part- time employment with little to no benefits provided. This type of job creation may not improve conditions for the working poor. Our concern is that the working poor will continue to need public services, which will be funded with increasingly limited CDBG funds. By allocating a portion of the revenue generated by the Hilton project for projects and public services that benefit the low to moderate income residents, public services such as the HB Community Clinic will have the resources to meet the needs of these HB residents. CPAB may be used as an advisory board to City Council for the allocation of funds which may be generated by the proposed recommendation. This would be similar to the existing process utilized to make recommendations to the City Council on the annual CDBG allocation. Policy It is recommended that the City Council direct the City Administrator and City Attorney to approve the use of 10% of the project revenues of the Ocean Grand Resort for projects and programs to serve low and moderate income residents and neighborhoods of Huntington Beach for the next 20 years. .106 °2 CITY OF HUNTINGTON BEACH InterOffice Communication ; 0�1 <: Economic Development Department TO: Mayor and City Council Members VIA: Ray Silver, City Administrator r n I P,r FROM: David C. Biggs, Director of Economic Development ' 1Jl�f DATE: April 13, 1999 SUBJECT: CPAB Policy Recommendations Re:Section 108 Loans The Citizens Participation Advisory Board (CPAB) asked staff to forward to you the attached Policy Recommendations regarding the City's two Section 108 Loans. The Section 108 Loans for the Waterfront Project and the City Gym and Pool were recently approved by the U.S. Department of Housing and Urban Development (HUD). The City Council will be taking action on April 19, 1999 to approve these loans. Pleas,cat me if you have any questions in this regard. C�a�a ay Cr r-' cr cr- Igsr COYX.0.14:44"1446"d e