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HomeMy WebLinkAboutDecember 16, 19973. CLOSED SESSION 5. INVOCATION I G E N D A Arcadia City Council and Redevelopment Agency Meeting December 16,199 7 6:OOp.m. Council Chamber Conference Room 1. ROLL CALL: Council /Agency Members Chang, Kovacic, Kuhn, Young and Harbicht 2. TIME RESERVED FOR THOSE IN THE AUDIENCE WHO WISH TO ADDRESS THE CITY COUNCIL/REDEVELOPMENT AGENCY (Non- public hearing /five minute time limit per person) a. Pursuant to Government Code Section 54957.6 to confer with City labor negotiators Dan Cassidy and William Kelly regarding Teamsters Local 911, AFSCME Local 2264, AFFA, APOA, Management and non - represented employees 4. Discussion regarding updating and amending the Arcadia Redevelopment Agency Five -Year Implementation Plan (Resolution No. ARA -180) 7:OOp.m. - Council Chamber 6. PLEDGE OF ALLEGIANCE James Dale, Director of Administrative Services 7. ROLL CALL: Council /Agency Members Chang, Kovacic, Kuhn, Young and Harbicht 8. PRESENTATION to the City from Landscape West, Inc. PRESENTATION to the members of the Human Resources Commission 11. MOTION: Read all Ordinances and Resolutions by title only and waive reading in full Kova c i c No one spo "<e Recessed Lo Closed Session 6:04 to :i .55 ' . r. Continue to / p.m Agenda Ivv:e,m 12a. Reconve ed in Council. Chambers at 7 p.m. Dr. Sharron Stroud, Center for the Celebrr `.or,. of Life All Present; 9. SUPPLEMENTAL INFORMATION FROM STAFF REGARDING AGENDA ITEMS Nothing 10. QUESTIONS FROM CITY COUNCIL/REDEVELOPMENT AGENCY REGARDING AGENDA ITEMS Nothing 12. PUBLIC HEARING a. Report and recommendation to adopt RESOLUTION NO. ARA -180 A Resolution of the Arcadia Redevelopment Agency approving the adoption of an updated Five -Year Implementation Plan for the Central Redevelopment Project Area 13. TIME RESERVED FOR THOSE IN THE AUDIENCE WHO WISH TO ADDRESS THE CITY COUNCIL /REDEVELOPMENT AGENCY G. (Non - public hearing /five minute time limit per person) c. Staff to provide report re stop signs on 1st Av. & safety analysis L. 14. MATTERS FROM ELECTED OFFICIALS (City Council Reports/ Announcements /Statements /Future Agenda Items) Rpt. re bus shelter covers. Advertising on Dial -a -Ride vehicles. 15. CITY CLERK a. RESOLUTION NO. 6024 A Resolution of the City Council of Adopted 5 -0 the City of Arcadia, California, ordering the submission to the qualified electors of the City of Arcadia a certain measure related to the utility user tax rate at the General Municipal election to be held on Tuesday, April 14, 1998 as called by Resolution No. 6017 RESOLUTION NO. 6025 A Resolution of the City Council of the City of Arcadia, California, calling and giving notice of the holding of a General Municipal Election on Tuesday, April 14, 1998 for the submission of a proposed Charter Amendment relating to City Library employees c. RESOLUTION NO. 6026 A Resolution of the City Council of the City of Arcadia, California, setting priorities for filing written arguments regarding City Measures concerning the utility user tax rate and a Charter Revision regarding the City civil service system, and directing the City Attorney to prepare an impartial analysis RESOLUTION NO. 6027 A Resolution of the City Council of the City of Arcadia, California, providing for the filing of rebuttal arguments for City measures submitted at municipal elections (Measures A & B - election of April 14, 1998) e. RESOLUTION NO. 6028 A Resolution of the City Council of the City of Arcadia, California, ordering the canvass of the General Municipal Election to be held on April 14, 1998, to be made by the City Clerk of the City of Arcadia - 2 - Public Hrg. Clos Adopt Res. ARA 5 -0 Roberson Rider Walker Wilson Adopted 5 -0 Adopted 5 -0 No Councilmemb(:rs designated to write arguments of measures or against Not Adopted Adopted 5 -0 16. RECESS CITY COUNCIL 17. MEETING OF THE ARCADIA REDEVELOPMENT AGENCY a. Minutes of the November 18 and December 2, 1997 regular Approved 5 -0 meetings Report and recommendation to approve the Arcadia Approved 5 -0 Redevelopment Agency Annual Report for fiscal year 1996 -1997 c. Report and recommendation to approve a Negative Declaration Approved 4 -0 w/1 for the proposed ICD /Heatflex development on the property abstention located at the northwest corner of Santa Clara Street and Fifth Avenue; to approve revised site and architectural plans; and to approve the amended and restated Disposition and Development Agreement among the Arcadia Redevelopment Agency, Emkay Development Company and ICD /Heatflex, Inc. 18. ADJOURN Redevelopment Agency to 6:OOp.m. January 6, 1998 19. RECONVENE CITY COUNCIL 20. CONSENT a. Minutes of the November 18 and December 2, 1997 regular Approved 5 -0 meetings b. Report and recommendation to approve the Arcadia Approved 5 -0 Redevelopment Agency Annual Report for fiscal year 1996 -1997 21. CITY MANAGER a. Report and recommendation to make appointments to the Centennial Celebration Committee b. Report and recommendation to approve changes to the CBD zoning regulations c. Report requesting direction regarding the possible formation of a "Citizen's Committee" associated with the April 1998 ballot measure to increase the utility tax Appoint first 15 applicants on list Direct staff to prepare text amend. 5 -0 No Action d. Report and recommendation to revise the position classification Approved 5 -0 of Transportation Services Officer -3- City Manager continued e. Report and recommendation to revise the position classification Approved 5 -0 of Human Resources Manager f Report and recommendation to authorize retirement service Approved 5 -0 credit for eligible employees 22. CITY ATTORNEY a. ORDINANCE NO. 2082 - ADOPTION - An Ordinance of the Adopted 5 -o City Council of the City of Arcadia, California, amending the Arcadia Municipal Code by adding Section 9405.18 to the Property Maintenance and Nuisance Abatement Code (relating to the prohibition of hanging of laundry within the required front and street -side yard areas) 23. ADJOURN City Council to 6:00p.m. January 6, 1998 Adjourned at 10:07 p.m. 4: itor STAFF REPORT "� �'' °R+'onwtso - - DEVELOPMENT SERVICES DEPARTMENT December 16, 1997 TO: City Council and Redevelopment Agency FROM: ')L6y: Peter P. Kinnahan, Economic Development Administrator ce Prepared by: Dale R. Connors, Redevelopment Project Manager RE: Recommendation to Approve the Redevelopment Agency Annual Report (FY1996-97) • SUMMARY: California Redevelopment Law (Health and Safety Code §33080) requires that all redevelopment agencies file an annual fiscal and housing activity report with the Legislative Body (City Council), the State of California Department of Housing and Community Development (HCD) and State Controller within 6 months of the end of the fiscal year. The attached report was prepared to satisfy this requirement. Since this document is to report on Agency status for Fiscal Year 1996-97, the information provided within it represents Agency activities as they existed as of June 30, 1997. The Annual Report is divided into nine sections as follows: I. INTRODUCTION II. CENTRAL REDEVELOPMENT PROJECT AREA III. COMPARISON OF AGENCY GOALS AND OBJECTIVES (FY 1996-97) IV. WORK PROGRAM FOR THE COMING YEAR (FY 1997-98) V. HOUSING SET ASIDE VI. RESIDENTIAL DISPLACEMENT, CONSTRUCTION AND REHABILITATION DATA VII. LEGISLATIVE RECOMMENDATIONS VIII. FISCAL STATEMENT IV. FINANCIAL AUDIT LASER IMAGED 4tepro P r Redevelopment Agency Annual Report December 16, 1997 Page 2 A final copy of this report will be submitted to HCD and the State Controller by December 31, 1997. FISCAL IMPACT: None RECOMMENDATION: Redevelopment Agency: That the Arcadia Redevelopment Agency present the FY 1996-97 Annual Report to the Arcadia City Council for approval and authorization to transmit it to HCD and State Controller. City Council: That the Arcadia City Council approve the FY 1996-97 Annual Report and direct staff to transmit it to HCD and the State Controller. Attachments: Arcadia Redevelopment Agency Annual Report UZ:0" . Approved: William R. Kelly, Executive Director/City Manager PIMA ARCADIA REDEVELOPMENT AGENCY Annual Report to the State Fiscal Year 1996-97 December 16, 1997 i TABLE OF CONTENTS I. INTRODUCTION A. The City B. The Arcadia Redevelopment Agency II. CENTRAL REDEVELOPMENT PROJECT AREA III. COMPARISON OF AGENCY GOALS AND OBJECTIVES - FISCAL YEAR 1996-97 IV. WORK PROGRAM FOR THE COMING YEAR V. HOUSING SET ASIDE VI. RESIDENTIAL DISPLACEMENT, CONSTRUCTION AND REHABILITATION DATA VII. LEGISLATIVE RECOMMENDATIONS VIII. FISCAL STATEMENT IX. FINANCIAL REPORT EXHIBITS - A - Regional Location Map B - Central Redevelopment Project Area Map C - Redevelopment Opportunity Location Map D - Annual Report of Housing Activity (HCD) E - Resolution No. ARA-178 F - Annual Report of Financial Transactions (Controller) G - Arcadia Redevelopment Agency Financial Statements H - Statement of Indebtedness I. INTRODUCTION A. THE CITY The City of Arcadia, with a population of approximately 52,063, is a residential community with an expanding commercial base, located in the San Gabriel Valley region of Los Angeles County (Exhibit A, Regional Location Map). The City was incorporated in 1903 and has a five member City Council which is elected at large. B. THE ARCADIA REDEVELOPMENT AGENCY • On December 17, 1968, the Arcadia City Council adopted Ordinance No. 1396, declaring the need for a redevelopment agency and designating itself as the governing body of the Agency. The current Agency and staff members are as follows: Office Occupant Chair Robert Harbicht, Mayor Chair Protempore Gary Kovacic, Mayor Protempore Board Member Dr. Sheng Chang, Council Member Board Member Barbara D. Kuhn, Council Member Board Member Mary B. Young, Council Member Executive Director William R. Kelly, City Manager Agency Counsel Michael H. Miller, City Attorney Agency Secretary June D. Alford, City Clerk Agency Treasurer James S. Dale, Admin. Svcs. Director II. CENTRAL REDEVELOPMENT PROJECT AREA , On December 26, 1973, the City Council adopted Ordinance No. 1490 establishing the Central Redevelopment Project. The Central Redevelopment Project area consists of 252 acres of land located in Arcadia's traditional central business district. The land uses within the area are primarily (although not exclusively) commercial, retail and industrial in nature. ,_. R.,gional Location .L- ril.i.ap 1111,01111 lizaa 41( 16, SAN . • FERNANDO ;',„ if- 4 y , i'210 346. • LA CANADA i VAN NUYS •f, ..d C e ... . GLENDALE VENTLAA F REEW AS • E • '141.4 3 ,.., 4 ciF PASADENA ( - Arcadia F , ail APC2 -17_ ,,,-- FREEWAY 1-210 ...■■■. El AA 0' )1.":4;:: , ...... HOLLYWOOD ,. ;is_ I, e e COVINA 44 sAm BERNAR064.3 IP FREEvad '4.1 BEVERLY HILLS ■.10 v.ce'`.'Nt' CULVER LOS weal', • ,.-L PRE6 itfy. CITY 0 ANGELES F, 4.1/4'/1. Sori. • ./0 INDUSTRY e .... _ ,r c ' + / • ). BELL -- 1. ar WHITTLER " • MARINA .-.\\. .v.,) . < -r a- — < < COLWITY 04/LOS ANGELES i o ' DEL RAY e' Ise. T-COUNTY OF OFILNGE 1 HAWTHORNE a' _ , LI -r., 1 , • I3REA YORBA \.‘ 4 ,_rrj' ,- MANHATTAN 'r- - 0 ESL • 1r kAT . FREE LINDA W.4 k. I - BEACH ‘.\ ''..." .' CARSON ; L AK E W DOD . - . -- REDONDO TORRANCE BEACH =' - _ •' d - I e. PALOS pA,c,-0,:. COAST riGPIWAY GARDEN 1 VERDES GROVE FREE%mm c i... c ' BEACH "'DEN C.2.' ROLLING-..- a==BEAC4i rh.-.4.24.‘. 3 c N. .. • <I' • .... ../---: %. . PACIFIC OCEAN .....Millhh■- NORTH • . . , No Scale * E::hibit "A" Pursuant to changes in Redevelopment Law (AB1290) the Central Redevelopment Project now has an estimated completion date of January 25, 2014. The total amount of tax increment dollars which may be divided and allocated to the Agency pursuant to the Plan is two hundred million dollars ($200,000,000). The Agency has received approximately $24,000,000 cumulatively to date. The Project Area is depicted in Exhibit B III. COMPARISON OF AGENCY GOALS AND OBJECTIVES - FISCAL YEAR 1996-97 , A number of redevelopment opportunities were identified in last year's Annual Report which were pursued by the Agency during the reporting period subject to this report. They are described below and are depicted on Exhibits C: A. The Northside Project (Santa Clara and Second) Two properties within the Northside Project site are subject to a November 17, 1987 DDA which required construction of professional office buildings. Due to the poor regional economy and locally overbuilt office market, they remain undeveloped. The properties are owned by Emkay Development Company (Parcel E) and Western Security Bank (Parcel D). Emkay has approached the Agency with an alternative development proposal for Parcel E. As a result, the Agency and Emkay have been discussing an assignment of development rights and an amendment to the November 17, 1987 DDA which would allow construction by Extended Stay America of a hotel on 2.6 acres of their site. A remnant parcel of approximately one acre would remain for future development once the hotel development is finalized. As the reporting period closed, the Agency and Emkay began discussions which would allow construction of an 18,000 Sq. Ft. office/assembly facility on the remnant parcel. Since the period covered in this report ended, the Agency approved the assignment of the development rights and responsibilities for the 2.6 acre hotel site to Extended Stay America. Additionally, on October 7, the Agency directed staff to prepare a disposition and development agreement with ICD/Heatflex for development of the .95 acre remnant parcel. During the course of the reporting period, the Agency also conducted feasibility studies and preliminary negotiations with In-Line Development Group on a project which would have included the Western Security Bank Property (Parcel D in the 1987 DDA). This proposal would have resulted in CURRENT PROJECT AREA BOUNDARY AND LAND USE MAP ( 1994) • 1 ■IE■ ,,, pF ~ ��� +foot �La a .a (C61h�// ` R 1 D RHO R LU♦* a t o Newman fr• a CG RLD •ti• t ,�•�ia�aaan � ••,, ., RHD RHD RHD CG (�, . ` _ __ _ larado Hivd. `fCGI RHD :ICI RHD♦% • • CG c A La Po r tl• I St. I r. • ; `C G •" I I �0%♦ CG/I M Saint�J� Joa• h St. PD f` %%4. S . _ •/ Santa C�a�a St. o • ,/CG •c '^ heeler u- v•. /� I: en `..`� �.Tit..a C G I C G I ( C G •�, P D P D • _ ••S I _ ,,0 _ _ L C G Im I CG �- •. Huntington Drive p• 4.i� I Gill CG I D ® Irl - A I RHD ICGI ICG RHD 'I r a + ,,CG �i ----�la�a�a�—era-��l I-, PD 111 ty' I e) LEGEND ka+ 1 Y. �c/ RHO Residential High Density I Industrial + r RLU Residential Low Density PF Public Facilities �� cr IJ• CO Commercial 01 rice PD Planned Development NORTH rt clobe,, 19116 CG Commerciol General —ran Project •• Area Boundary Oc No Scale to REDEVELOPMENT OPPORTUNITY LOCATION MAP ■II■ 1.11111•11 . ■ ` . ■■ , ♦ EW A 3' . gi ♦ 410 N ,•�``�—�_ _ COLORADO BOULEVARD i CO OR.00 :0 EVARD ��. \ 1 1 ( r %, 6 \ 1 wnA na VIN[ � Z \ 1 I a \\ 1 I �ii SAINT JOSEPH STREET ° • I 7 . i a.1111 WA m I 0 :16\6.1 ,I ,• Y A, 1 = '0' IA YUHIt Jinn iwit,,\ fir 1 "�,� ,/,:e•- I v,�' \b 2. hry7't�? xFit ` L y 'S, `',• r.- I .lj.��`` ;.I. f•°,has w}s 5.� t�' s,s�'N i`.g .7...)ct uj^ �� IARA—S REE SANTA CLARA STREET = r r ` >N i7 u, • rn...�,sa `r� 3� • • irr1II1 AVENUE 7• RiH ♦� to HUNTINOTO HUNTINGTON DRIVE a ' ' HUNTINGTON DRIVE H • NOTON DRIVE I / 1 .. I� ♦ SCALE 1":750' ; 1 ♦♦♦ W 1 S. 4 • `v 1 . Northside Project (Parcels D and E) qa M 2. Northwest Corner Project . . H• 3. Fifth Avenue Project ce rt 4. Foulger Ford Property Central Redevelopment Project 5. Arcadia Lumber Property Area Boundaries 6. Johnson Property construction of a two in-line roller hockey rinks and pro shop on Parcel D (and other adjacent properties) and construction of a new City water reservoir. Since the period covered in this report ended, the developer notified the Agency that the were going to look at other development opportunities within the same market area. While both Western Security Bank and Emkay have to date failed to develop Parcels D and E respectively as envisioned in the November, 1987 Northside Project'DDA as amended, they remain bound by the terms and conditions of that document and amendments. The Agency will continue to work with them and successor users they identify (and adjacent owners as necessary) to complete the Northside Project. B. Southwest Corner Project (Huntington and Second) On November 14, 1995, a 6,930 Sq. Ft. Outback Steakhouse opened for business on the Southwest Corner Site. This Agency assisted project was developed by Arcadia Steakhouse, L.P. pursuant to a June 20, 1995 D.D.A. The Agency continues to lease the land to Arcadia Steakhouse for $45,000 annually for a period of five years at which time they will acquire the site with a $400,000 balloon payment in November, 2000. C. Northwest Corner Project (Huntington and Second) The Agency continued to market the site to the development community as an office/retail site. During the period of time covered in this report, the Agency began negotiating with Marriott Summerfield Suites, and Promus Hotels for the possible development of a Courtyard Summerfield Suites or Homewood Suites hotel respectively on all or a portion of this site. Since the time covered in this report ended, all have withdrawn from negotiations. Following the period covered in this report the Agency chose from among 3 proposers and will work with Stonebridge Company of Denver on a Hilton Garden Inn and a Marriott Fairfield Suites. D. Downtown 2000 (formerly the Downtown Revitalization Strategy and Program) Formerly known as the Downtown Revitalization Strategy and Program, Downtown 2000 is an expanded and coordinated program of capital improvement and business retention and attraction components. The streetscape component of Downtown 2000 was completed in May, 1996. Business incentive programs include a commercial facade rehabilitation program (CFRP), business attraction program, business marketing program, signage program, cooperative parking, special events, land use/zoning/design amendments, public accessway acquisitions, etc. During the reporting period covered in this report, the Agency has paid out over $48,000 in rebates to 5 CFRP participants. Eleven More are currently being processed. This program will continue to be funded in the coming year. The Agency's intern began work on this data base. This is a long term project which staff will continue to pursue, update and refine over time. Utlimately the Agency intends to develop and maintain a valuable data base which will be available to the current business community as well as new business people seeking to relocate into Arcadia. This data bank would detail various business sites in the Project Area. Included in the data bank will be owner/tenant profiles, building inventory, site availability lists, zoning and regulatory requirements and statistics, area demographics and market study data. E. Fifth Avenue Project At the end of Fiscal Year 1993/94, the Agency began discussions concerning the feasibility of jointly developing with the City of Monrovia Redevelopment Agency a project which would span the shared City boundary The site is approximately 6.25 acres is size, excluding rights-of- way. An attractive marketing brochure for commercial development was provided to developers who expressed interest at the May, 1994 National I.C.S.C. Conference and was mailed to numerous L.A. area developers. During the reporting period, the Agency continued discussing development possibilities with Oak Knoll Group (A/M Gateway Associates). On October 24, 1995, the Agency entered into an Exclusive Right to Negotiate (ERN) with representative of Oak Knoll and their partners for development of approximately 180,000 square feet of promotional retail uses on this site. it r While both the developer and Agency negotiated in good faith, the economics of the project ultimately forced this project to be abandoned on October 7, 1997 (a period not covered by this report). The Agency currently has no plans to pursue future development of this site, although it remains on the Agency's list of possible opportunity sites. F. Catellus Property Acquisition This site is located generally at the intersection of First Avenue and La Porte Street immediately adjacent to the future Metropolitan Transit Authority commuter line. During the reporting period, the Agency successfully transfered title to a portion of this site to the City of Arcadia. However, subsequent to that transfer, the Agency and City Council indicated that this project was no longer a priority project. G. Home Savings and Loan Parking Lot Acquisition On December 19, 1996, the Agency took title to this property. The Agency plans to hold this property and maintain it as a public parking facility until such time as permanent development plans are formulated. IV. WORK PROGRAM FOR THE COMING YEAR - FISCAL YEAR 1996-97 ' General Activities - • Process building permit applications through the Agency's design review process. • Conduct public relations activities with developers and the general public. • Conduct a biennial commercial space availability survey and provide the results of the survey to the public, developers and brokers. • Prepare agendas, meeting set-up, minutes, correspondence, staff reports and other materials for the Parking District Commission. • Seek development proposals for approved projects and "opportunity" sites. • Prepare State required reports, annual budget, special reports to the City Council and Redevelopment Agency Project Specific Activities - • Northside Project (Santa Clara and Second) The Agency will continue to work with the property owners in the area concerning the feasibility of developing Parcels D and E (Western Security Bank and Emkay respectively). The Agency anticipates development to begin on an Extended Stay America Hotel on a portion of the Parcel E property during the next year. Additionally, the Agency intends to negotiate with ICD/Heatflex concerning the possible assignment of development rights to the Parcel E Renant Parcel. • Northwest Corner Project (Second/Huntington) The Agency will continue to negotiate with potential users of this site. Currently, the hotel industry (multiple users) has expressed a strong interest in the site. The Agency expects to assess the development ability of the various users and choose one with which to negotiate a specific plan for the site with Stonebridge Co. • Downtown 2000 The Agency will continue to implement the Business Incentive Program and particularly the CFRP. the Agency will work with the downtown merchants on land use issues, and on a proposed Farmer's Market and holiday light program. A marketing brochure will be prepared. Continued funding of these programs has been approved. • Business Assistance and Marketing Program Agency staff will continue to work on this project. This data bank would detail various business sites in the Project Area. Included in the data bank will be owner/tenant profiles, building inventory, zoning and regulatory requirements and statistics, area demographics and market study data. • Fifth Avenue Project The Agency currently has no plans to pursue this development opportunity. However, it remains on the Agency's list of possible development sites should a viable opportunity arise. • Catellus Property Acquisition Per Agency direction, no action is being taken on this site. • Redevelopment Opportunity Sites The Agency will market and seek to obtain quality commercial development on the Foulger Ford, Arcadia Lumber, Johnson and other underutilized or vacant properties. • Housing Program and Implementation Plan Update Agency staff and its consultant will finalize the Agency's updated AB 1290 Implementation Plan. • Redevelopment Plan Amendment Prepare a possible amendment to the Redevelopment Plan to extend the power of eminent domain from June 30, 1998 to June 30, 2012. V. HOUSING SET ASIDE Detailed figures on housing set aside funds collected by the Agency and their expenditure are available in the 1996-97 Annual Report of Housing Activity (Exhibit D). Since 1987, the Agency has made annual findings that it has been unable to set aside funds for low and moderate housing due to existing Agency programs, projects and obligations. Beginning in FY1996-97, the Agency is required to make the required 20% set-aside payment into the Low and Moderate Housing Fund (the "Fund"). The Agency audit reflects that $490,877 was deposited into the Fund for the period covered in this report. The Agency will continue to make payments into the Fund in future years. The total balance owed to the Low and Moderate Income Housing Fund as of June 30, 1997 is $4,045,715. On October 21 , 1996, the Agency adopted Resolution No. ARA-178 (Exhibit E) which amended its Low and Moderate Income Housing Fund repayment plan. Under the amended repayment plan, the Agency will defer all payments on its outstanding Fund obligations until the year 2014. Beginning in 2014, the Agency will pay all tax increment not otherwise obligated to repay the Fund. VI. RESIDENTIAL DISPLACEMENT, CONSTRUCTION AND REHABILITATION DATA During the reporting period covered in this report, the Agency undertook no activities affecting residential uses. Neither construction nor clearance activities were pursued. VII. LEGISLATIVE RECOMMENDATIONS That redevelopment agency funds not be used to balance the State budget (e.g., • ERAF), and that those funds which were taken by the Statte in previous years be returned. VIII. FISCAL STATEMENT The following reports are included herein as exhibits: Exhibit D - Housing Activity Report to HCD Exhibit F - Annual Report of Financial Transactions IX. FINANCIAL AUDIT, The Agency's annual audit conducted by Lance, Soli and Lunghard as well as the Compliance Audit Letter is included here as Exhibit G. The Agency's Annual Statement of Indebtedness is included as Exhibit H. ANNUAL REPORT OF HOUSING ACTIVITY OF COMMUNITY REDEVELOPMENT AGENCIES FOR FISCAL YEAR ENDED 6 / 30 /97 • • Agency Name and Address: County of Jurisdiction: Arcadia Redevelopment Agency Los Angeles P.O. Box 60021 Arcadia, CA 91066-6021 • • Pursuant to Health and Safety Code Section 33080.1,redevelopment agencies must report annually on their housing activities and Low&Moderate Income Housing Fund balances,and pursuant to Section 33080.3 file a copy of this report with the Department of Housing and Community Development (HCD). Section 33080.6 requires HCD to compile and publish annually a report of redevelopment agencies'housing activities. Please answer each of the foilowing.questions in order to determine which HCD Schedules your agency must prepare to provide a complete report of housing activity and fund balances for the reporting period. 1. How many adopted project areas did the agency have during the reporting period? 1 If one or more,prepare and submit a separate copy of SCHEDULE HCD-A for each adopted project area. If none,do not submit Schedule HCD-A. 1 Did the agency conduct any housing activity outside of adopted redevelopment project areas? Yes Prepare and submit one copy of SCHEDULE HCD-B for the agent}. No Do not submit Schedule HCD-B. .. • 3. Did the agency have any adopted project areas,or any funds in the Low&Moderate Income Housing Fund? •. XX Yes. Prepare and submit one copy of SCHEDULE HCD-C for the agency. _ No Do not submit Schedule HCD-C. To the best of my knowledge the representations made in the above statement and the disclosures contained in the HCD schedule(s) ' • submitted herewith are true and correct. • • Date Signature of Authorized Agency Representative Economic Development Administrator Title (626) 574-5408 Telephone Number HCD-Cover 96/97 Page 1 of 1 Exhibit "D" SCHI E HCD-A • Proja a Activity • for Fiscal Year Ended 6 /30 /97 • 1g amc: Arcadia Redevelopment Agency Project Area Name: Central Peter P. Kinnahan . 'reparer's Name,Title:Economic Development Admin. Preparer's Telephone No: (626) 574-5408 ;eneral Information . a. Year project area adopted: 73 Duration of redevelopment plan: 1 /25 /14 b. If project area name has changed,give previous name(s)or number. N/A c. Year(s)project areas merged: N/A , N/A Project areas merged: d. Year(s)real property was added or removed:N/A , , . Project areas adopted,or portions added thereto,after 1975,are subject to affordable housing production requirements(and implementation plans pursuant to Sections 33413(b)(4)and 33490). In addition, the agency may by resolution, elect to make the project area,or portions thereof adopted before 1976,subject to Section 33413. Check here if this area ,or any portion thereof is subject to the affordable housing production and planning requirements. 'ax Increment Set-asides . Report all actual revenues from this project area which accrued to the agency's Housing Fund this fiscal year Any income related to agency-assisted housing located outside the project area(s) should be reported as "Other Revenues" (item 3d, below)if this project area is named as beneficiary in the authorizing resolution. Show the full 20%of gross tax increment setaside,prior to any pass through,less exemptions or deferrals only Reductions for debt service should be reported as an expenditure on Schedule HCD-C. a- Tax Increment: 20%of Gross: 5490,877 Amount Exempted: (S 0 ) Amount Deferred: (S 0 ) Tax Increment Deposit to Housing Fund: S 490,877 b. Debt or Bond Proceeds(including principal&interest): S 0 c. Grants: S d. Other Revenues(e.g.,rental income,loan repayments,property sales,deferral repayments etc.);specify amount for each revenue type: $ 0 0 e. Interest: S • f. Total Housing Fund Deposits for this Project Area 090,877 • (add 3.a e,above): . • If less than 20%is being set-aside in this project area in accordance with Section 33334.3(i), indicate the actual gross ' • percent here( %),enter the amount in 3a.above,and identify the contributing project area(s) . a. If you are claiming an exemption from making the full 20% set-aside, indicate the reason(s). Check the appropriate Health and Safety Code Section designation(s): • Section 33334.2(a)(1): No need in community to increase/improve supply of low/moderate-income housing. Section 33334.2(a)(2): Less than 20%set-aside is sufficient to meet the need. Section 33334.2(a)(3): Community is making substantial effort equivalent in value to 20% set-aside and has specific contractual obligations incurred before May 1,1991 requiring continued use of this funding. Other: Specify code section,reasons: When were the nrrrccary findings adopted? (Show month/day/year.) / / HCD-A )6/97 Page I of 6 i Agency Name: Arcadia Redevelopment Agency Project Area Name: Central • 5. a. If you are deferring the sctaside, indicate the reason(s). Check the appropriate Health and Safety Code Section designation. Section 33334.6(d): Project was adopted before 1977 and tax increments are needed to meet existing debts. Section 33334.6(c): Project was adopted before 1977 and tax increments arc needed for timely completion of projects to which agency was committed before 1986.) • Other: Specify code section,reasons: ' b. When were the necessary findings adopted? (Show month/day/year.) c. A deferred set-aside pursuant to Section 33334.6(d)or(e)constitutes an indebtedness to the Housing Fund equal to the amount of the set-aside being deferred. Summarize the amount(s)of set-aside deferred during this fiscal year and cumulatively: Fiscal Year Amount Deferred Amount of Prior FY Cumulative Amount During FY Deferrals Repaid Deferred(Less Any During FY Amount Repaid) 95/96 •f.c.e L� sux , '"' . o? •S 4 045 715 x .. 96/97 S 0 S $4,045,715 * The cumulative amount of deferred sefaside should also be shown on Line 7b of Schedule HCD-C If the FY 95/96 cumulative deferral shown here differs from what was reported on the last HCD report,indicate the amount of and the reason for the difference: d. Section 33334.6(g)requires any agency which defers set-asides to adopt a plan to eliminate the deficit in subsequent years. If this agency has deferred set-asides,has it adopted such a plan? Yes No e. If yes,by what date is the deficit to be eliminated? • Pursuant to Section 33334.2(b)or 33334.6(f)(2),attach copies of any findings adopted in accordance with items 4 and 5 above for this reporting period if you have not previously submitted them to the Department. • • • • HCD-A 96/97 Page 2 of 6 Agency Name: Arcadia Redevelopment Agency project Area Name Central Housing Units Lost and Households Displaced . 6. Pursuant to Sections 33080.4(a)(l)and (a)(3), report the number of dwelling units and bedrooms destroyed or rem%eodt from this project area as a result of redevelopment activities; the number of those units or bedrooms the agency is not required to replace;and the income category and type of households displaced from the project area during the fiscal year. Household Income Households Total No Lost Number Lost Not and Type Displaced (Removed or Required to be Destroyed) - Replaced Units/Bedrooms Units/Bedrooms• Total Very Low 0 0 / 0 / Subtotal Elderly Subtotal Other Total Low 0 0 / 0 Subtotal Elderly Subtotal Other Total Moderate 0 g / o / Subtotal Elderly Subtotal Other Total Above Moderate 0 0 / 0 / • Subtotal Elderly Subtotal Other •Destroyed units which were vacant but reasonably would be expected to be occupied by low or moderate income households should be replaced 7. As required in Section 33080.4(a)(2),estimate the type and number of households,by income category,to be displaced from this project area during the next reporting period(the current fiscal year): Income Level Total Households Subtotal Elderly Subtotal Other • Very Low 0 Low 0 Moderate 0 Above Moderate 0 • • HCD-A 96/97 Page 3 of 6 Arcadia Redevelopment Agency Central Agency Name: Project Area Name: Current Housing.Activity 8. Pursuant to Section 33080.4(a)(4)and(5),report(by project name)the number of affordable units constructed,substantially rehabilitated,or for which affordability covenants were acquired,in this project area,during the reporting period. Report only those units,within specific development projects,that are subject to a regulatory agreement in accordance with Section 33334.3(0(2). Report all such units assisted by the agency or by persons or entities other than the agency. Report only those units that were completed(available for occupancy)during the reporting period. Also specify whether the units are being used to satisfy an inclusionary housing requirement in accordance with Section 33413(b)(1)or(2),a replacement housing need in accordance with Section 33413(a),or are otherwise use restricted in accordance with Section 33334.3(0. Project Project Type Total Units Assisted Income Groups Targeted Household Type Replacement Incluslonary Units Provided Other Units Use Res Units Termination Name Rent Own New Cons.' Sub Rehabs Cov.Acq.3 Very Low Low Moderate Elderly Other Provided' Agency Bev.' Other Dev.' Provided' Date. Sample Project R 80 40 40 80 80 6/1/40 • N/A a New Construction. • 2 Substantial Rehabilitation(see Section 33413(b)(2)(A)(iii)and(iv)for a definition). - s Affordability Covenant Acquisition(see Section 334 13(b)(2)(B)for a definition). 'New construction or rehabilitation in accordance with Section 33413(a). • s Agency developed units per Section 33413(b)(1). 6 Units developed by persons or entities other than the agency(but may have included agency assistance)per Section 33413(b)(2). Agency assisted construction or substantial rehabilitation not used to meet inclusionary or replacement housing requirements per Section 33334.3(0. Use restriction terms should correspond to Sections 33413(c),33413(b)(2)(C),or 33334.3(1)as applicable. • 96/97 HCD-A Page 4 of 6 • ■ A Name: Arcadia Redevelopment Agency project Area Marne; Central • • • Current HousinE_Activity • 9. Pursuant to Section 33080.4(a)(4), report by income level all other units or households assisted in the project area during the reporting period,which have occupancy or use restrictions. Do no report the same units or households in more than one column. Do not report any of the same units reported in item 8,on the previous page. Household Income Mobilehomes Units Rehabbed Households Households Other Maintained (not substantial) Receiving Rental Received Home- Households Assistance or ownership Assisted Subsidies Assistance (Specify) . • .•• Very Low 0 0 0 0 0 Low 0 0 0 0 0 Moderate 0 0 0 0 0 Above Moderate 0 0 0 0 0 • I .. 10. pursuant to Section 33080.4(a)(10), report the number of units to be constructed in the project area (with agency assistance), within the next two years, pursuant to an executed contract or agreement. Also include the estimated completion dates of the units. Do not report any units shown in item 8 or 9,above. • Name of Contract or Agreement Execution Est.Date of Numbers of Units to be Built Date Completion Total Very Low Low Mod Other N/A 11. Pursuant to Sections 33080.4(a)(7) and 33418, provide an inventory of all housing projects or units in the project area which have occupancy or affordability restrictions imposed by agreements or recorded conditions,covenants,or restrictions. Use the form on page 6 to report any additions or corrections to the previous year's inventory. • H CD-A 96/97 Page 5 of 6 • Agency Name: Arcadia Redevelopment Agency Central ' Project Area Name: i • • Inventory of Housing Units in Project Area with Restrictions on Occupancy or Affordability per Recorded Agreements,or Conditions,Covenants and Restrictions for Fiscal Year Ended 6 / 30 / 97 • Project Total No. Units Reserved • Units Restricted Units Occupied by Financing/ Earliest Type Project Name/ Owner Name/ Units in for Elderly by Income Only Ineligible Households Subsidy Afford oats, Address Address Pmiect VL L M AM VL L M AM VL L M Elderly Sources** Term Date NOT APPLICABLE • . • • TOTALS: Specify Qwner or Rental Project ••Abbreviations for financing or subsidy sources: RDA=redevelopment agency HCD=CA Dept.of Housing&Comm.Dev.(specify program) HUD N=Housing and Urban Development construction or rehab.program(list program number) CHFA=Calif Housing Finance Agency HUD V or C=HUD Section 8 Voucher or Certificate subsidy,respectively MRB=local Mortgage Revenue Bonds FmHA if=Farmers Home Administration program number(list program number) DB= local Density Bonus provided PRIV=Private source(e.g.,foundations,corporations CDBG federal Community Development Block Grant UDAG federal Urban Development Grant OTH=any other source(explain in a footnote)corporations) HCD-A TAXC=federal Tax Credits Page 6 of 6 Sf n7lULE HCD-C { ' 1 1 A. _ -wide Activity for Fiscal Year Ended 6 / 30 / 9 7 ',Name: Arcadia Redevelopment Agency Peter P. Kinnahan • Preparer's Name,Title: Econ. Devel. Administrator Preparer's Telephone No: (626) 574-5408 • • Low&Moderate Income Housine Funds Report on the"status and use of the agency's Low and Moderate Income Housing Fund,"including information developed to comply • with Sections 33080.4(a)(6)and(a)(8). Information reported here should be based on that reported to the State Controller. I. Beginning Cash and Investment Balance - (Should equal Line 4,'Total Available Balance"from last year's HCD-C form): S 0 If Beginning Balance is not the same as Line 4 from Schedule HCD-C for FY 95/96,indicate the amount of and reason(s) for,the difference: 2. Revenues: a. Total Receipts From Project Areas: (Sum of amount(s)from line 3f on Schedule HCD-A(s)): S 490,877 b. Other revenues not reported on Schedule HCD-A(s) • (Spec. ): S 3. Subtotal of Expenditures and Uses(combine a-I below): (S 0) a. - Acquisition of property/building sites(33334.2(e)(1)): • S b. On/off-site improvements(33334.2(e)(2)): S c. Housing construction(33334.2(e)(5)) S d. Housing acquisition(33334.2(e)(6)): S • e. . . Housing rehabilitation(33334.2(e)(7)): $ f. Housing subsidies(33334.2(e)(8)): $ • g. Debt service(33334.2(e)(9)): S - h. Maintenance of mobilehome parks(33334.2(e)(10)): S i. Preservation of at-risk units(33334.2(0)(11): S . j. Planning and admin.costs(33334.3(e)(1)(A)): S • - • k. Indirect nonprofit costs(33334.3(e)(1)(B)): S 1. Other(Specify ): S Transfers Out:The specific use of transferred funds should be reported in items a-I,above. 4. Net Resources Available(1+2a+2b-3): 5 490,877 5. Total Encumbrances—see Section 33334.12(g)(2)for a definition. (Amount of line 4 encumbered per written agreement or contract): (5 0 6. Unencumbered Balance(4-5): S 490,877 7. Other Housing Fund Assets(not included on Line 4,above): a. Value of land purchased with housing funds and held for development of affordable housing: S 0 b. Indebtedness for setasides deferred(Sec.33334.6): S 0 c. Loans receivable for housing activities: S 0 d. Other assets(Specify ): S 0 8, Current Plus Future Fund Resources(4+7a through 7d): S 490,877 • HCD-C 96/97 Page I of 4 Agency Name: Arcadia Redevelopment Agency Excess Surplus Pursuant to Section 33080,7,report any excess surplus funds(as defined in Section 33334.12). An excess surplus exists for a fiscal year if the unencumbered balance in the Housing Fund at year end exceeds the greater of 51,000,000 or the aggregate amount of tax increments deposited into the Fund during the preceding four fiscal years. "Encumbering"means committing funds pursuant to a legally enforceable contract or agreement for expenditure for authorized redevelopment housing activities. In accordance with Section 33334.12(g)(3)(A)and(13), the unencumbered balance may be adjusted to account for revenue added from debt proceeds or the difference between the sales price of land for affordable housing and its fair market value. 9.a. Fill in the following table to calculate and track your agency's excess surplus amounts for each fiscal year beginning with FY 93/94. Fiscal Total Tax Sum of Tax Total Excess Surplus Amount Expended Remaining Year Increments Increments in Unencumbered and Encumbered Excess Surplus, Deposited in Housing Fund from Balance in Housing against Excess.. for each FY,as of Housing Fund Previous Four Fys Fund at End of FY* Surplus,for each 6/30/97 FY,as of 6/30/97. 92-93 $ � s "2s.: »AZw,..a,„a x:�.. �Y; .� �a ��7, �ak e rt ' t rad itw y . .. ...::. .... 93-94 S 0 , sr � i Z�r s e'y Cu S $ $_. Y'. S !..ppM fi'.�:s�t`>„t�";y<%y;a�� "^cE,iT`aol3''x�A%3�"yS'�>'£ f sq- yYF.2.:..:5�`c,:,.v.i:�."s2;,<`:»�:l «i ns:' ,;.. $ --'- ... F:/.5;?uS"�.°:JfK.Ry3:..��i�.•ak:.k`.�.Y.t..�l:.x.Y.:S:.,r£St'aS't7n.Y'.��.``5�^xt."�`?3"t <j3 ".-- 9G-97 ,.:r...:�....:...: S 0 S 490,877 S A ..��,"�'. ,..?fir..,is?4.,rs:n,r,: .�r�sx�'€'z'..'R *Unencumbered balance for FY 96-97 should equal item 6 on previous page unless adjustments are made per 9.b.,below. b. Are you eligible to adjust the total unencumbered balance? If yes,identify the type and amount of the adjustment below: . 1. Unencumbered balance from line 6 on previous page: S 2. Adjustments: Bond Proceeds(33334.12(g)(3)(B): (S_ ) Land Sales(33334.12(g)(3)(A): (S ) 3. Adjusted Balance: S c. If you reported an excess surplus for the current fiscal year, briefly summarize the agency's plan (authorized in Section 33334.10)for encumbering or expending that amount: d. If plan described in 9.c.was adopted,give adoption date: / / HCD-C 96/97 Page 2 of 4 • Agency Name:,Arcadia Redevelopment Agency Misc.Uses of Funds Pursuant to Section 33080.4(a)(6), report the total number of very low-, low-, and moderate-income households directly benefited by expenditures for onsildoffsite improvements, which resulted in new construction, rehabilitation, or the elimination of health and safety hazards. (If line 3b of this schedule does not show expenditures for improvements,no units should be reported here.) Income Level Construction Rehabilitation Health and Safety Duration of Deed Restriction Very Low 0 0 0 0 • Low 0 0 0 0 • Moderate 0 0 0 0 • • 11. If the agency is holding land for future housing development(see line 7a,above),summarize here the sites held,including acreage,date of purchase,zoning,and anticipated start date for the housing development. Site Name/Location* No of Acres Zoning Purchase Date Est.Date Comments Available N/A • °Please attach a separate sheet of paper listing any additional sites not reported above. 12. Section 33334.13 requires agencies which have used the Housing Fund to assist mortgagors in a homeownership mortgage revenue bond program,or home financing program described in that Section,to provide the following information: • a. Has your agency used the authority related to definitions of income or family size adjustment factors provided in Section 33334.13(a)? • Yes No_ Not Applicable? . • b. Has the agency complied with requirements in Section 33334.13(b) related to assistance for very low-income households equal to twice that provided for above moderate-income households? • Yes_ No_ Not Applicable 13. Section 50836(b)allows redevelopment funds to be used as matching funds for federal HOME or HOPE program support. - Did the agency use any redevelopment funds for this purpose during the reporting period? Yes_ No_ Not Applicable 33C If yes,please indicate the amount of housing funds,and/or non-housing funds,that were used for either HOME or HOPE program support. Housing Funds used: HOME S • HOPE S Non-housing funds used: HOME S HOPE S 14. Per Section 33080.4(a)(11) attach to this schedule a summary showing the date and amount of all deposits to and withdrawals from the agency's Housing Fund during the reporting period. The Low and Moderate Housing Fund liability for FY1996-97 ($490,877) was entered into the Agency's books on June 30, 1997. The transfer of cash to the Low and Moderate Income Housing Fund of $490,877 was made on October 31, 1997. HCD-C 96/97 Page 3 of 4 Agency Namc: Arcadia Redevelopment -ncy Achievements 15. On a separate sheet of paper,please briefly describe one outstanding or innovative project,practice,or program the agency participated in during this reporting period to increase, improve or preserve the community's affordable housing supply. Please provide the following information along with the program or project description: a. Namc of Project or Program: b. Description: No and type of units provided: Resident incomes: Services provided: Agency funding provided: Financing arrangements: • c. Agency's Role:_ Nature and extent of the Agency's role: Financial participation in the project or program: d. Brief History:- Housing need or problem addressed: . .... Successful aspects: •Unusual features: - : :...::::..:,• •'" : ..:.•:. Problems encountered: -..• • Lessons learned: • : • e. Contact Person and Telephone Number. The following year several agencies will be selected tojeceive a"Director's Award for Housing Development Excellence". • . This new award will highlight the important role of redevelopment agencies in addressing California's housing problems. • Agencies will be selected based upon the description of an exemplary project or program and in consideration of the leadership role of the agency, the creativity or innovative nature of the project or program,and the overall merit of the project or program in addressing an identified housing problem or need- Use of Other Redevelopment Funds for Housing • 16. Please briefly describe the use of any non-housing redevelopment funds (i.e., contributions from the other 80% of tax increment revenue)to construct,improve,assist,or preserve housing in the community. • • Resource Needs 17. What additional training,information,authority, or other resources would help your agency more quickly and effectively use its Housing Funds to increase,improve,and preserve affordable housing? HCD-C 96/97 Page 4 of 4 t I EXHIBIT "E" Resolution No. ARA-178 (Adopted - October 21, 1996 A RESOLUTION OF THE ARCADIA REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, CALIFORNIA, ADOPTING A "LOW AND MODERATE INCOME HOUSING DEFICIT FINANCING PLAN" Available for review in the Redevelopment Agency Offices. ANNUAL REPORT OF FINANCIAL TRANSACTIONS COVER SHEET TO:STATE CONTROLLER OF COMMUNITY REDEVELOPMENT AGENCIES PAGE 1 o I 0 DIVISION OF ACCOUNIING AND REPORTING STATE USE ONLY LOCAL GOVERNMENT REPORTING SECTION COUNTY Los Angeles I I I I I REDEVELOPMENT REPORTING SECTION MAILING ADDRESS (PLEASE AFFIX MAILING LABEL AND CORRECT IF NECESSARY) P.O.BOX 942850 AGENCY NAME SACRAMENTO,CA 94250-5876 ARCADIA REDEVELOPMENT AGENCY STREET ADDRESS OR P.O.BOX EXPRESS MAIL ADDRESS: P.O.Box 60 3301 C STREET, SUITE 700 CITY STATE ZIP CODE SACRAMENTO,CA.95816 Arcadia Ca. 91006 PIIONE EXTENSION PHONE(916)445-5153 (818) 574-5400 STATE USE ONLY LOCATION: (STREET ADDRESS) (IF DIFFERENT FROM ABOVE) FISCAL YEAR ENDED BATCH NO Same June 30, 1997 CITY STATE ZIP CODE DUE WITHIN SIX MONTHS OF TILE REVIEWED Same Ca. 91006 AGENCY'S FISCAL YEAR END AGENCY ORGANIZATION GOVERNING BODY MEMBERSHIP CLEARED X REDEVELOPMENT AGENCY(H&S CODE 33100) BOARD OF SUPERVISORS COMMUNITY DEVELOPMENT COMMISSION X CITY COUNCIL BOTHER (II&S CODE 34110) MEMBERS OF TIIE GOVERNING BODY REPORT PREPARED (CONTACT PERSON) PHONE - (CONTACT PERSON) BY: Michael K. Chu (714) 672-0022 CI IAI RPERSON MEMBER STREET ADDRESS Robert C. IIarbicht 203 N.Brea Blvd.Suite 203 MEMBER MEMBER CITY STATE ZIP CODE Barbara D. Kuhn Brea Ca. 92821 MEMBER MEMBER SIGNATURE OF EXECUTIVE DIRECTOR DATE Sheng Chang MEMBER MEMBER NAME TITLE Gary A. Kovack William R.Kelly Executive Director MEMBER MEMBER FIRM NAME INDEPENDENT AUDITOR 4 Mar B.Young _ r AGENCY OFFICIALS Lance,Soil&Lunghard J. EXECUTIVE OFFICER PHONE CONTACT PERSON PHONE - (CONTACT PERSON) t William R. Kelly (818) 574-5400 Michael K. Chu (714) 672-0022 `I FISCAL OFFICER PHONE STREET ADDRESS James Dale (818) 574-5400 203 N.Brea Blvd.Suite 203 SECRETARY PHONE CITY STATE ZIP CODE - June D.Alford (818) 574-5400 Brea Ca. 92821 - ACCT-LGRS 80(REV 7/96) ANNUAL REPORT OF FINA kL TRANSACTIONS OF COMMUNITY REDEVELOPMENT AGENCIES PAGE 0 2 ACHIEVEMENT INFORMATION (UNAUDITED) FISCAL YEAR ENDED June 30,1997 AGENCY NAME ARCADIA REDEVELOPMENT AGENCY INDICATE ONLY THOSE ACHIEVEMENTS COMPLETED DURING THE FISCAL YEAR OF THIS REPORT AS A DIRECT RESULT OF THE ACTIVI'T'IES OF THE REDEVELOPMENT AGENCY. • • ENTER THE AMOUNT OF SQUARE SQUARE FOOTAGE COMPLETED PLEASE PROVIDE A DESCRIPTION OF TIIE AGENCY'S ACTIVITIES/ FOOTAGE COMPLETED THIS YEAR ACCOMI'LISIHMENTS DURING TIIE PAST YEAR. USE ADDITIONAL FORMS BY BUILDING TYPE AND AS NEEDED. • SEGREGATED BY NEW OR NEW PLEASE BE SPECIFIC,AS THIS INFORMATION WILL BE THE BASIS REHABILITATED CONSTRUCTION. CONSTRUCTION REHABILITATED FOR POSSIBLE INCLUSION IN T UE I'UBLICAT ION. COMMERCIAL BUILDINGS 1 See Section III of the Annual Report. INDUSTRIAL BUILDINGS 2 PUBLIC BUILDINGS 3 • OTHER BUILDINGS 4 TOTAL SQUARE FOOTAGE 5 ENTER TIIE NUMBER OF JOBS <.:::><::;:> ::>:>;::,:,•::�.;:•:.:::.:�•;;•:.;;;.;:.;:.;•;.;:.;:.;,..,..::•.:;;,::::::. CREATED I'R OM H T E ACTIVITIES gggilegglimg A OximallugglIllr- OF THE AGENCY,EITHER :; ::>::;a::::.>.»>::<::;::;::>::>::::»:::<s>::»:<:<::.a ACTUAL OR ESTIMATED I 6 ENTER THE APPROPRIATE CODES ' {. ,.f% /M/ , ,::/::,/,.:.:.,,.;z::;if•:s.•<,:..;>::;:;:':,::;,.:f.»:•: TO INDICATE EACH C TTYPEO OF PUBLIC FACILITY COMPLETED THIS YEAR. MIONIBIN4 A MINIERIIIIIMEN TYPE COMPLETED(A-F ONLY)Y) I 7 A= UTILITIES C=LANDSCAPING E =STREETS&ROADS B =RECREATION D =SEWER&STORM F = BUS/rRANSIT ACCT-LGRS 80 (REV 7/96) ANNUAL REPORT OF FINANCIAL TRANSACTIONS OF COMMUNITY REDEVELOPMENT AGENCIES Page 0 3 AUDIT INFORMATION I. WAS TIIE REPORT PREPARED FROM STATE USE ONLY I A AUDITED FINANCIAL DATA? A.© YES B. Ti NO AUDIT 1 I)ID YOU SUBMIT A COPY A. X YES B. n NO OPINION 2 OF TIIE AUDIT? COMPLIANCE 3 11. INDICATE FINANCIAL AUDIT OPINION A. X UNQUALIFIED B. QUALIFIED OPINION 4 C. ADVERSE D. DISCLAIMER AUDIT INCOMPLETE EXPECTED COMPLETION DATE: IF THE AUDIT OPINION WAS OTIIER TITAN UNQUALIFIED,STATE BRIEFLY TIIE REASON GIVEN III. WAS A COMPLIANCE AUDIT PERFORMED IN ACCORDANCE WITH HEALTH&SAFETY V. IF SECTION IV IS OTHER THAN A ORB,STATE BRIEFLY CODE SECTION 33080.1 AND'THE STATE CONTROLLER'S GUIDELINES FOR BELOW THE AREAS OF NON-COMPLIANCE COMPLIANCE AUDITS? ATTACH ADDITIONAL PAGE IF NECESSARY A © Yes B. n No • DID YOU SUBMIT A A.© YES B. NO COPY OF THE AUDIT? _ IV. INDICATE COMI'LIANCE AUDIT O1'INION A. X UNQUALIFIED B. I^1 POSITIVE/NEGATIVE NO EXCEPTIONS C.n I'OSITIVE/NEGATIVE D. n QUALIFIED WITII EXCEPTIONS E. ADVERSE F. n DISCLAIMER G.n COMPLIANCE AUDIT EXPECTED COMPLETION DATE INCOMPLETE ACCT-LGRS 80(REV 7/96) BALANCE SI r AGENCY NAME ARCA _ _IEDEVELOPMENT AGENCY kGE 0 a Racal Year Ended June 30,1997 �^ r �— �,- r �,- I �+ IU 1 � II IC Ir G - CAPITAL DEBT LOW/MODERATE SPECIAL GENERAL GENERAL ASSETS&OTIIER DEBITS PROJECTS SERVICE INCOME HOUSING REVENUE/OTHER LONG-TERM FIXED TOTAL FUNDS FUNDS FUNDS FUNDS ' DEBT ASSETS (MEMORANDUM ONLY) • \;`.ii.:hl•;R :i t4 nk:i:?it:i :ag:`vii>jiiiktti:`4+;: 1.0 953 288 $ - $ - $ - : a;:.>.' <:.>•z ;`<:< < > ::: 953 288 CASli11<IMPRESTCASEI $ 953,288 •: .° .�:;''>:':«�'��``'>.'�*`>`<`%:'?:`'�``$ , •CASl11VITT1 FISCAL AGENT 2.0 - 378,088 - - “.....,�;•;,;,, ., /•,.,::.::t'7--.,1.,.:,t.; •;,t i':;>--:i' 378,088 ....../.,./.,./A: TAX INCREMENT RECEIVABLE 3.0 - 559,789 - - � , ,ff �/ 0::::5...1:06k41.,.:::`::.:6:"::::::::: 559 789 .i4ii - _ iii:iii'::::ii?:i:>::v::ti::::0::::::: 4. 22 500 500 0 22 ACCOUNT'S RECEIVABLE � .............:..................... ..........................:........ ACCRUED INTEREST : ::.P./j% i/... f'�: >::::% :0: %''':f i.;� : RECEIVABLE 5.0 2,044 14,912 - - :::: :t.::•:•.:;. .;;::ft::: ;:�i ::.!:Wi:./...•,;•..0::: . :::ir;:i::;::>:::,:. ... ..t......: . :....::f: 16 956 ,, {:?ti:•ii:;•n.,:::::i:��:i::viti::::;:y}i v{4n}tiivt• : }j}v: LOANS RECEIVABLE CONTRACTS RECEIVABLE ..::::.:::•::::•:::•::::.� LEASE PAYMENTS RECEIVABLE 8.0 - - - - $ _ ;!•;:'%. i - UNFARNEU FINANCE CIIARCE 9.0 - • - - - - - E.4' y'::2:\..Mi•.\` ;..vk:i:•..\\\. :,\J2.4•`}y UUEFROh1CAP w:...C::�•� te:> .'::: ::>;<:.«: PROJECTS FUND 10.0 1,582 =<:#>`<:'::.......f:.:..:...:...::.... 1,582 FROM DEBT isi?f;%r';;%::f :#%':;!i::. .::! ;:i: >ir>:i>:;:i'i> 's:<- DUE F �:1::i::<:?:s:`.:: :::i iii#:z'%::i?':::> :::::: vx:.:... t•:•: 4 536 592 8 32 36 4539 82 11.0 «>'»��<�<><?�>��>`<_ SERVICE FUND 3,236 i i '`v” :>�.'v'1'.'•'v"•:��`:`:•:::>:<:�'� r r ::4 i:i\�;:vik;,.v i;'k+ :Vii} :;i:4'i�.i\:it:i:v::::;:t DUE FROM WW/MODERATE ::\::;"0:,:i sw ?:�i:i :> :::::%in::.*::;.~<+:)::.;:.::.,,:::§: INCOME ElIOU SIN G FUND 12.0 - - •:i;•�• is 7;_is it r; DUE FROM SPECIAL fr ?1;;t 1; :—.7: �.�� /ii :f� : REVENUE/OTHER FUNDS 13.0 - - r :• .:;;.{. /% i% �l!/ %�%%: - - - - ::\\\•w.tit:.4::\:::`;::�:'::': :i:ti :C::`;\::::> ::ti:<:::o:t::::-, _ : INVESTMENTS _ 14.0 ...:.:\::::::.�:�::.,•::.•::w•:::a>:•.>. •�.,a:�._:::,:...::.;�::.,,.. 4%\\..1,•: M.i::4..;{.,`v::.\•+:;. {;.i}:k:J: i{:.:.??•:>''?};:Yin;:\:::;_ - - ::::::iii:;i'F::i::::::::r:%;:;isi::::n:hi:ri:ti:::ivr:,i::::::::;{::iii::;rYi i:l iii:: ortlERnssE-!s 15.0 10,000 a i =--` «;.:;x»;;' ;;a- `;:;= , 10,000 INVESTMENT LAND <'V .,::"W,ly:"I:�?:*::::: � /i:i% ::;/ D':::i;':ij %:y� i::Y: :, :i:;ri,....;�:.?4 'i:::.:.::..:;. HELD FOR RESALE 16.0 6,438,479 - - yr ::`•.:•:{ ::•>::::::::::::.s:.::::i:::::::. 6,438,479 ALLOWANCE C E FO RDEC DECLINE IN 1 378 000 ....f::.�. (1,378,000) VALUE OF LAND HELD FOR RESALE 1G.1 "...:>:::::::::::::::::......::::;:•:......::.::::::•. .: :.:::::.. FIXED ASS ETS LAND, E'fiiE•.`.•."••.E'`'•Ei"•i�'?�z' :�:% V 7.0 ::' - - - STRUCTURES& 1 RO F.h LENT s F UIPMENT 18.0 ...... .................................................................. - - M IN AMOUNT AVAILABLE uFn rSERVICE FUND 19.0 ................. ...................... ........................... 379, 670 379,670 670 T TU BE V EU FOR M1 DUN 9 56 4 244 E::::/::i:::%i::<:: 9,564,244 20.0 LONG-TERM s 1� PAYMENT OF LON � TOTAL ASSETS& OTHER DEBITS (MUST EQUAL PAGE 04,LINE 40) 21.0 $ 6,051,547 $ 954,371 _$ 4,536,592 $ - $ 9,943,914 $ - $ 21,486,424 .. BALANCE SHEET AGENCY NAME ARCADIA REDEVELOPMENT AGENCY PAGE 0 I 4 Flocs!Year Ended June 30,1997 p-,- 5- ra- n.T. Ii- 1—F—' . Fa— CAPITAL DEBT 1,0W/MODERATE SPECIAL GENERAL GENERAL LIABILITIES &O'FIIER CREDITS PROJECTS SERVICE INCOME HOUSING REVENUE/OTHER LONG-TERM FIXED TOTAL FUNDS FUNDS FUNDS FUNDS • DEBT ASSETS (MEMORANDUM ONLY) ............,...............................,............................. ::::::::::::::.::::::::x.:::::.x.:::::::*::::::::.:::::::::::;::: ,........:.?:.x.x.:.:•:....x.x.:::,::::.1x::::;:;:;:,::::::;:::;:::;:::;*:::i;:i::::,*;:x:::::::::::::::::::::;:::K::::::::: ACCOUNTS PAYABLE 210 $ 2,636 $ • - $ - $ - :::::::::.:;•::::::::::::?;::::0:::::::§::::.;m::::::::::::::, :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::K•$ 2,636 INTEREST PAYABLE 23.0 TAX ANTICIPATION ....:9:•'4,:::::•-•;:,:,:x•..7.4.. .::::, ..- •: NOTES PAYABLE 24.0 iiiiii:•:ii',:i:::i:i::::.:*:-:::.*Ki:::.*:,:::::::::::2:::::::,:::,..,:.::.*:.x:::=6.:5;-..:.%::?-....e..:fv.,::*z.-,:*i, . LOANS PAYABLE 25.0 - ..................,.......--...........„-,.,.,.........--.,.................-...........,... - ,:::::::-. . :::,vi::;i ,::: ::-..::4-...-:-..,,i,:0,40.::::::: 0111ER LIABILITIES 26.0 10,000 - - ::::::::::::::::::::::04p.:::,:-.-:::::::::-s:::::::::*:::::::::::::::.4,:v1.4::/4,050,:::-..,::.4::: - 10,000 DUE TO CAPITAL PROJECTS FUND 27.0 - 3,236 - - ..............,.................-............--„.....„—...........„— ............................,.......... ..„..........,„....................,... 3,236 DUE TO DEBT SERVICE FUND 28.0 1,582 - - •...-:-......-:-:-.....----........,,,:-..-:-:-.-:-:::::::.,::::::::-::::::::::::::::::::::::::::*-::::::::::::::::::::::,,::::::::::::: - -:::::::::::::::::::::::::::::::::::::::::::*::::::::::::::::::::::::::::: :::::::*::::::::: : ::c:= 1,582 DUE TO LOW/MODERATE :,..,:.:.:.:•:.:.:.x.:,.::::::::::::::::::::::::::::::::::.:::::::::::::::::::.:::,:::::::::::::::::-:•:-;:x.,:9:.::::::::,....:::::::::::,5::::, INCOME 110USING FUND 29.0 - 4,536,592 - - :::::::::::::::::::*:::::::::::::::::::::::::::::::::::::::::::::::....:::-:.:::::.::::-::0:-::::::::::::::::::::::::::::::::::::::::::::: ,............................................................................................ 4,536,592 DUE TO SPECIAL -::::::::,..‹..::::.x.:.x.:.:.:.;..:•:.:::::.:•:-:.::.:.>::::.:.x.:.x.:,:.:.:.:.:.:.:...:.,:.,:.:.:.:.:.:.:.:.:.:.:.:.:.:.::.:.:.:.:.:.:.:. RFVENUF/OTHER FUND 30.0 • - - , : :::mw: ::::::::::::::::::::::::::::::::::::::: TAX ALLOCATION ...................................... BONDS PAYA131.E 31.0 .:. ;i4.4'*'...''-:-:-:-::•:-:••:.:.::-..;:::::::.•:....-:: :: ::-..,.-_,F.,F#4 - 3,300,000 ::::::::.::::i:lii:::::MC.:ge::::::::::::::::::::::::::;:-;: 3,300,000 LEASE REVENUE BONDS/CERTIFI- CATES OF PARTICIPATION PAYABLE 310 :::::R::::;:;:::::::::::::::::::::::::::::::::::EN:::::::i::ii:::::::::::::::::::.a.:::::::::ii::::::::::::::::::-::::::::::::::::M.i:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: OTHER I.ONG.TERM DEBT :33.0 ::::::::::::::::::::::::::::E:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::;e::::::::::::::::::::::::::::::::::::::::::::::::::::::::::*::::::::::::::::::::::: - '6,643,914 E.::::::::::::::::;:ii::::':::: :A:::V...0::::Ni: 6,643,914 '1.0'l'AL LIABILI'l'IES &°TILER CREDITS 34.0 $ 14,218 $ 4,539,828 $ $ - - $ 9,943,914 SEINgiaggiiiiiig 14,497,960 ::.::::::.::::..,:::::::.:::ii..:::::::::::::::::§.:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::Mi::::g:::::::::::::::iiiiii:::::::':•:::::::::::::.::::::::ii::::::::::::0:::::::::::::::::,:::;::::::::.§.:::,:ii::::::::NM:.::::::::::::::::•gg::.:::::::::::::::::::::::::::::Mis:0:: :::.:::::•;:: ::::::::::ti:f.i.E,::::g.::::::: :::;:::::::::::::::::::::::::::::::::::::NINI::::::;:::::::::::::::::i.::::::::;::::::::::::::::::;:::::::::::::::::::::::::::::::::;::::::::::::::::::::::::' :::,,,,.:,:.::.T::::: ::::•:*:::::.'::::::s:: :::g::i.*:::•:':r:::::::::::?:::":::ii:fti:::::',.:::,::::.:Mi:::.:7:::MANK:et::: ::'::.:%! ::::::::'::.:::sr:Ti::r:'?:::::'ri;i::.: ::: ::**::1.:"'i.::::::''''::::::*:':1::::::::'::?i::.::':.:": :':7 EQUIllES .':::::Milii:::!iii iiirglianigingliNNINIONNORIPINININIONNIN1111.1111gliginfaititgliVitiling.igingliNIFIRIPIONN ........................ .„...... ..................................... .............................................................................. :::f:::::::::::::•0::::::,:,::::4*;:::::::*:::::::::..,::::::::::,:'''''---- ---------- INVEST/11 ENT IN GENERAL I'I X El)ASS F.TS 35.0 i;i:i::::::M::::::iiii.:::::::::::::::::i1:::::$11EM:::::::::::::::::::::::::igiNgi:::::::::::::::::g:::;C:'::::::i::::::::::ffig:i1:::::::;:i'::::::::::::g:::::::':::::ii::::::::::::$ - :;:g::::::'::::::::;::::::::::::;::::gil:::::::::::::::::::::::::::::::::::::::$ - $ FUND BALANCE :.:.,...:.:...,.::;;;;:.:: : .:::::::;:::::::::::::::::::: ::: :::* RESERVED 36.0 $ 5,204,829 $ - $ 4,536,592 - ::::::::::..::::y.,::::::: :- 9,741,421 •••••-•.--------•.:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::*•:::.:::.:::. FUND BALANCE ...............................x.x.x.x.x.x.:.:.:.:.:.:.x.x.:.:...:...::::::::::::::•:9x.:::.*:.:::::.:.:.::::.:::::: UNRF—SERVED-1)b:SIGNATED 37.0 - 379 670 - - ::::::::z:::::::::::::::::::::::::::::::::::::::::::::::::::::.::::::::::::::: :::::::::::: , 379,670 FUND BALANCE UNRF—SERVEI)-UNDESIGNATED 38.0 832,500 (3,965,127) - - ....:,::?::i:;:;:t:::;•:1,1,E;;;:ng:?:;:::10,:;:iii:::i.1:::i:::::::::::::::::::::::::::::::::::;:::::::::: ::::::::::::M (3,132,627) .....,........ .. ......... • ..:::::::.....:,:::::::::.:........4.....,...- T()TAL EQUITIES - (MUST EQUAL PAGE OS,LINE SI) 39.0 $ 6,037,329 $ (3,585,457) $ 4,536,592 $ - - $ 6,988,464 'I'OTAL LIAB.&0'111Elt CREI)ITS & EQUITIES 40.0 $ 6,051,547 $, 954,371 $ 4,536,592 $ - $ 9,943,914 $ - - $ 2 " -c424 -I(' ACCT-LGRS 80(R1,: ;) . . .. . . • INCOME S EMENT-CONSOLIDATED AGENC _ _ ME: ARCADIA REDEVELOPMENT AGENCY E 0.J-& Fiscal Year Ended June 30,1997 �— • -1—ii- FIT 1—E- FIT El- CAPITAL DEBT LOW/MODERATE SPECIAL PROJECTS SERVICE INCOME HOUSING REVENUE/OTHER • TOTAL REVENUES FUNDS FUNDS +FUNDS FUNDS TAX INCREMENT-GROSS SINCLUDEALLAPPORTIONMENTS) 1.0 $ - $ 1,963,506 $ 490,877 $ - $ 2,454,383 SPECIAL SUPPLEMENTAL SUBVENTION 2.0 - - - - - PROPERTY ASSESSMENTS 3.0 - - - - - SALES&USE TAX 4.0 - - • - - - — TRANSIENT OCCUI'ANCY TAX 4.1 - - - - INTEREST INCOME 5.0 1,037 69,686 - - 70,723 RENTAL INCOME 6.0 5,000 - - - 5,000 LEASE INCOME 7.0 - - - - SALE OF REAL ESTATE 8.0 - - - - GAIN ON LAND • HELD FOR RESALE 8.1 - - - - - FEDERAL GRANTS 9.0 - - - - GRANTS FROM OTHER AGENCIES 10.0 - - - - - BOND ADMINISTRATIVE FEES 11.0 - - - - - OTHER REVENUES 12.0 138,572 - - - 138,572 — TOTAL REVENUES 13.0 $ 144,609 • $ 2,033,192 $ 490,877 $ - $ 2,668,678 ,•:::} • •..,.::i•:\•;..;;�. v.\...;}. ..v\ v.,., :. vn\.,.:T,v \\.\\...:.:.v.:\nx\.;.�..,.,vv.,.........v....v.......,...::.::.v:::::::::::::.v:•:::.::::: ........... ......}i:•i:•i:?: ,:.:�:•+:ivti•i}}:^}':•.?v.\. vv.v:...,\,�v,: ..\\•.i,,.p,..v ,\ \.. \\ \.. .... .... .:.,.vt+.�;.........,v.\............v..v............. ............. +}.v\....,v•:}.::.v\•v.n.,.,.,.v ,...v\.\4:vv::::hv::.v..w:::::::.vw.v::::\:?:i�...........v......:.�::::n ............. .. • :..........v: nv::::..:...:.......n:::�..... vvw.;.v:.v.:.:.:\::v:•....... .. ..............v..............v...v........ ............... .. EXPENDITURES ;•�.:.i:;i::.•;::i::<.>:.i<••i•.:::....:::v.::.i,i.i<.:>;:;.Y•.:Y.:.i:n::.::.:v y.;y.i.:•.:i.::.:.::C.:O.:.:::.:•.::�..4.:.:S.:i.:i..:�r.i:.::•..:>:{:.:i}i4:.viiYi:.j:.::};i,..;;.4.'.}.:.;:.:.i:ii.:J..:•.>.i.i.i.i.i.:'�.i.Y:{.:.:.:;:.}.;:.;:.;}.,ti.ti..t:.i.;{.:.i.:v..?.'.:v..:4..i.}.i.:>.i.�.:>..i.'.•.:ti.ti.4..i.i....i.i.i.;{.i.>n...:+.i.:+.•i: •�y:v�.i:i:: ::::::::i:.i:.i:.i:.i:...... ..........:............ r : .:.: ..::.. .. ADMINISTRATION COSTS 14.0 445,518 49,824 - - $ 495,342 PROFESSIONAL SERVICES 15.0 - 33,586 - - - 33,586 PLANNING,SURVEY&DESIGN 16.0 - - - - - REAL ESTATE PURCHASES 17.0 - - - - - EXPENDITURES SUB-TOTAL (CARRY TO LINE 19) _ (18.0) $ 479,104 _ $ 49,824 $ - $ - - $ 528,928 °In order to ensure consistency,the amounts reported in the Low and Moderate Income Housing Fund should form the basis for the data reported , to the Department of Housing and Community Development on Schedules HCD-A and HCD-C AC(T-u;RS 80(REV 7/96) INCOME STATEMENT-CONSOLIDATED AGENCY NAME: ARCADIA REDEVELOPMENT AGENCY PAGE 0 I 5 Fiscal Year Ended June 30,1997 �— -- 1 t► 1 1--C— D I E CAPITAL DEBT LOW/MODERATE SPECIAL EXPENDITURES (CON'T) PROJECTS SERVICE INCOME HOUSING REVENUE/OTHER TOTAL FUNDS FUNDS *FUNDS FUNDS SUB-TOTAL (FROM LINE 18) (194 $ 479,104 $ 49,824 $ - $ - $ 528,928 ACQUISITION EXPENSE 20.0 2,341 - - 2341 OPERATION OF ACQUIRED PROPERTY 21.0 4,484 - - -_ 4484 RELOCATION COSTS 22.0 - - - - r - RELOCATION PAYMENTS 23.0 - - - - ■ SITE CLEARANCE COSTS 24.0 - - - - - PROJECT IMPROVEMENT/ CONSTRUCTION COSTS , 25.0 1,536,478 - - - 1,536,478 DISPOSAL COSTS 26.0 1,029 - - - 1,029 LOSS ON DISPOSITION OF LAND HELD FOR RESALE 26.1 63,000 - - - 63000 DECLINE IN VALUE OF LAND IIELD FOR RESALE 26.2 - - - - - REHABILITATION COSTS 27.0 - - - - - REHABILITATION GRANTS 28.0 - - - - - INTEREST EXPENSE 29.0 348,254 224,406 - - 572,660 FIXED ASSET ACQUISITIONS 30.0 - - - - - SUBSIDIES TO LOW& MODERATE INCOME HOUSING 31.0 - - - - - - DEBT ISSUANCE COSTS 31.1 - - - - - } OTHER EXPENDITURES INCLUDING PASS TIIROUGII AND ERAF PAYMENT(S) 32.0 - - - - - DEBT PRINCIPAL PAYMENTS: TAX ALLOCATION BONDS&NOTES 33.0 - 85,000 - - 85000 REVENUE BONDS&CERTIFICATES OF PARTICIPATION 34.0 - - - - - CI1Y/COUNTY ADVANCES&LOANS 35.0 - 1,991,235 - - _ 1,991,235 U.S.,STATE,&OTHER LONG-TERM DEBT 36.0 - - - - - TOTAL EXPENDTTURES 37.0 $ 2,434,690 $ 2,350,465 $ - $ - $ 4,785,155 •In order to ensure consistency,the amounts reported in the Low and Moderate Income Housing Fund should form the basis for the data reported to the Department of Housing and Comm nth_Development on Schedules HCD-A and HCD-C ,J- ACCT-LGRS- N 7/96) INCOME L_.__'EMEN'I'-CONSOLIDATED AGENCi .;iI,ME: ARCADIA REDEVELOPMENT AGENCY rAGE 0J 5 Fiscal Year Ended June 30,1997 �- �-- �- FT. l u 1 E- I L l c CAPITAL DEBT LOW/MODERATE SPECIAL EXPENDITURES (CON'T) PROJECTS SERVICE INCOME HOUSING REVENUE/OTHER TOTAL FUNDS FUNDS *FUNDS FUNDS EXCESS (DEFICIENCY) REVENUES OVER (UNDER) EXPENDITURES 38.0 $ (2,290,081) $ (317,273) $ 490,877 $ - $ (2,116,477) OTIIER FINANCING SOURCES(USES): PROCEEDS OF LONG-TERM DEBT 39.0 - - - - PROCEEDS OF REFUNDING BONDS 39.1 - - - - _ PAYMENT TO REFUNDED BOND ESCROW AGENT 39.2 ( - ) ( - ) ( - ) ( - ) ( - ) ADVANCES FROM CITY/COUNTY 40.0 3,607,481 - - - 3,607,481 SALE OF FIXED ASSETS 41.0 - - - - _ MISCELLANEOUS FINANCING SOURCES(USES) 41.1 - - - - OPERATING TRANSFERS IN 42.0 - 283,215 - - 283,215 T AX INCREMENT NT TRANSFERS IN I U MOD IIOUS[NG FUND)N 42.1 -(LOW&M OPERATING TRANSFERS OUT 43.0 ( - ) ( 283,215 _ TAX INCREMENT TRANSFERS OUT ) .;,..::..........::::..:::.: .:......:::�. ( ) , ( 283,215 ) (1,0 W& MOD IOUSIN G FUND) 43.1 - ) ( ) ) ( ) TOTAL- OTHER FINANCING SOURCES (USES) 44.0 $ 3,607,481 $ - $ - $ - $ 3,607,481 EXCESS(DEFICIENCY)OF REVENUES et OTIIER FINANCING SOURCES OVER EXPENDITURES&OT HER FINANCING USES (LINE38 + LINE44) 45.0 $ 1,317,400 $ (317,273) $ 490,877 $ - $ 1,491,004 EQUITY BEGINNING OF PERIOD 46.0 $ 4,719,929 $ (3,268,184) $ 4,045,715 $ - $ 5,497,460 ADJ USTMENTS: PRIOR PERIOD ADJUSTMENTS 47.0 - - _ RESIDUAL EQUITY TRANSFERS 48.0 - - - - - OTHER-(EXPLAIN) . 49.0 - - - - _ 50.0 - - - _ - EQUITY, END OF PERIOD (MUST EQUAL PAGE 04,LINE 39) _ 51.0 $ 6,037,329 $ (3,585,457) $ 4,536,592 $ - $ 6,988,464 •In order to ensure consistency,the amounts reported in the Low and Moderate Income Housing Fund should form the basis for the data reported to the Department of Housing and Community Development on Schedules HCD-A and HCD-C. ACCT'-LGRS 80(REV 7/96) ASSESSED VALUATIONS-AND -TAX INCREMENT REVENUES SCHEDULE D -R PAGE 3 1 1 FISCAL YEAR ENDED June 30,1997 AGENCY NAME: ARCADIA REDEVELOPMENT AGENCY ASSESSED VALUATION DATA IC FROZEN BASE ASSESSED VALUATION 1.0 $ - INCREMENT ASSESSED VALUATION 2.0 $ - TOTAL ASSESSED VALUATION 3.0 $ - • PASS THROUGH I SCHOOL DISTRICT ASSISTANCE TAX INCREMENT PASS THROUGH DETAIL OTHER PAYMENTS • AMOUNTS PAID TO TAXING AGENCIES II&S CODE II&S CODE H&S CODE H&S CODE H&S CODE - PURSUANT TO: SECTION 33401 SECTION SECTION 3367�6— SECTION 33607 TOTAL SECTION 33445 SECTION 33445.5 I A l D I — FIT I I r •::: 5::%`^<ii is: :{,.,_-/>s i`:::>sf`=i>':`f % r is>:::,,: COUNTY 4.0 $ $ $ - $ Ci111S 5.0 - - - - SCHOOL DISTRICTS 6.0 - - - - $ - $ ' - COMMUNITY COLLEGE DISTRICTS 7.0 - - - - - - SPECIAL I5 ...........................8.0 - - - - . ... TOTAL PAID TOTAXINGAGENCIES 10.0 $ - $ - $ - $ - $ - $ - NET AMOUNT TO AGENCY" 1 w ;.4. . $ 2,454,383 — INCREMENT 1' GROSS TAX N ?;j�k3::::;:r: •U 12.0 :'�:w::>::;?; 2,454,383 GENERATED E:NC CAPITAL IMPROVEMENT DETAIL IN ADDITION To TilE ABOVE TAX INCREMENT PASS-THI2OUGHS, PLEASE ITEMIZE EACH CAPITAL IMPROVEMENT EXPENDITURE MADE ON BEHALF OF ANY TAXING AGENCY OTHER THAN A SCHOOL DISTRICT OR COMMUNITY COLLEGE DISTRICT, AND INDICATE CODE SECTION Code Section: Description Name of Taxing Agency Amount 33401 33676 Scc Individual Schedule D-RI' Sec Individual Schedule D-RP $ $ $ $ ACCT-LO its 80(REV 7/96) r SUMMARY OF TIIE STATEMENT OF IND LDNESS-Project Area Summary Agency Name ARCADIA REDEVELOPMENT AGENCY SCHEDULE E-RP Project Area Central Redevelopment Project PAGE 3 ] 2 • IA Total Indebtedness types of Debts Outstanding As of June 30,1997 TAX ALLOCATION BOND DEBT 1 $ 5,732,024 REVENUE BONDS 2 - OTHER LONG-TERM DEBT 3 - CITY/COUNTY DEBT 4 6,643,914 LOW & MODERATE FUND 5 8,764,724 OTHER 6 TOTAL 7 $ 21,140,662 ( �} AVAILABLE REVENUES 8 ( 2,494,116 ) NET REQUIREMENT _ 9 $ 18,646,546 Using the Statement of Indebtedness(SOI) filed on or before October 1, 1997,please summarize all indebtedness listed on Forms A and B as follows: DESCRIPTION OF LINE ITEMS 1. Any indebtedness listed on the SOI related to Tax Allocation Bonds or Notes. 2. Any indebtedness listed on the SOI related to Revenue Bonds or Certificates of Participation. 3._Any indebtedness listed on the SOI related to other long-term debt issuances,other than debt listed above, or indebtedness owed to the governing body. 4. All indebtedness or obligations owed to the governing body,regardless of the purpose or time limit. 5. All indebtedness or obligations to the Low and Moderate Income Housing Fund. 6. All indebtedness or obligations listed on the SOI,not included above. 8. Line 7 from the Calculation of Available Revenues statement. ��� ANNUAL REPORT OF FINANCIAL TRANSACTIONS PROJECT AREA OF COMMUNITY REDEVELOPMENT AGENCIES COVER SHEET PROJECT AREA REPORT PAGE 0 1 STATE USE ONLY STATE USE ONLY PROJECT AREA ID# PLEASE AFFIX LABEL AND CORRECT IF NECESSARY AGENCY AND PROJECT AREA NAME ARCADIA REDEVELOPMENT AGENCY Central Redevelopment Project _ Reviewed Cleared PLEASE PROVIDE A BRIEF DESCRIPTION OF THE ACTIVITIES FOR DATE PROJECT AREA WAS ESTABLISHED THIS PROJECT AREA DURING THE REPORTING YEAR. (MM-DD-YY) (1) 12-26-73 MOST RECENT DATE PROJECT AREA • WAS AMENDED. (MM-DD-YY) 2 - - MOST RECENT DATE PROJECT AREA See Section III of the Annual Report. WASMERGED. - (MM-DD-YY) 3 - - ESTABLISHED TIME LIMIT: REPAYMENT OF INDEBTEDNESS (YEAR ONLY) 4 ESTABLISHED TIME LIMIT: EFFECTIVENESS OF PLAN (YEAR ONLY) 5.1 ESTABLISHED TIME LIMIT: NEW INDEBTEDNESS (YEAR ONLY) 6.1 SIZE OF PROJECT AREA IN ACRES. 7 252 PERCENTAGE OF LAND VACANT AT THE INCEPTION OF THE PROJECT AREA. HEALTH AND SAFETY CODE SECTION 33320.1 (XX.X%) 8 1.00 % PERCENTAGE OF LAND DEVELOPED AT THE INCEPTION OF THE PROJECT AREA. HEALTH AND SAFETY CODE SECTION 33320.1 (XX.X%) 9 99.00 % OBJECTIVES OF THE PROJECT AREA AS SET FORTH IN THE PROJECT 10 _ R,I,C AREA PLAN. R = Residential (ENTER THE APPROPRIATE CODE(S) I = Industrial IN SEQUENCE AS SHOWN). C = Commercial P = Public 0 = Other - ACCT-LGRS 80(REV 6/96) INCOME 5 EMENT AGENCY NAME AR IA REDEVELOPMENT AGENCY Pa I 0 1 -5 Fiscal Year Ended June 30,1997 PROJECT AREA NAME Central Redevelopment Project FT FIT 17— F ' CAPITAL DEBT LOW/MODERATE SPECIAL PROJECTS SERVICE INCOME HOUSING REVENUE/OTHER TOTAL REVENUES FUNDS FUNDS •FUNDS: FUNDS TAX INCREMENT-GROSS (INCLUDE ALL APPORTIONMENTS) 1.0 $ - $ 1,963,506 $ 490,877 $ i $ 2,454,383 SPECIAL SUPPLEMENTAL SUBVENTION 2.0 - - - PROPERTY ASSESSMENTS 3.0 - - - - - SALES&USE TAX 4.0 - - - - - TRANSIENT OCCUPANCY TAX 4.1 - - - - - INTEREST INCOME 5.0 1,037 69,686 - - 70,723 RENTAL INCOME 6.0 i 5,000 - - - 5000 LEASE INCOME 7.0 - - - - r - SALE OF REAL ESTATE 8.0 - - - - - GAIN ON LAND IIELD FOR RESALE 8.1 - - - - - FEDERAL GRANTS 9.0 - - - - - GRANTS FROM OTHER AGENCIES 10.0 - - - - - IIONI)ADMINISTRATIVE FEES 11.0 - - - - OTHER REVENUES 12.0 138,572 - - - 138,572 TOTAL REVENUES 13.0 $ 144,609 $ 2,033,192 $ 490,877 $ - $ 2,668,678 EXPENDITURES .. .......,<. :,::.>:.:;:.::>:.:,....,,...::.::.;:::;%•»:;, ADMINISTRATION COSTS 14.0 445,518 49,824 - _ $ 495,342 PROFESSIONAL SERVICES 15.0 33,586 - - - 33,586 PLANNING,SURVEY&DESIGN 16.0 - - - - REAL ESTATE PURCHASES _ 17.0 - - - - - EXPENDITURES SUB-TOTAL JCARRY TO LINE 19) (18.0), $ 479,104 $ 49,824 $ - $ - $ 528,928 •In order to ensure consistency,the amounts reported in the Low and Moderate Income Housing Fund should form the basis for the data reported to the Department of Housing and Community Development on Schedules HCD-A and HCD-C. ACCT-LGRS 80(Rev 7/96) INCOME STATEMENT AGENCY NAME ARCADIA REDEVELOPMENT AGENCY PAGE I 0 I 5 1 Fiscal Yenr Ended June 30,1997 PROJECT AREA NAME Central Redevelopment Project 1 �+ I u C I E CAPITAL DEBT LOW/MODERATE SPECIAL EXPENDITURES (CON'T) PROJECTS SERVICE INCOME HOUSING REVENUE/OTHER TOTAL FUNDS . FUNDS •FUNDS• FUNDS SUB-TOTAL (FROM LINE 18) (19.0) $ 479,104 $ 49,824 $ - $ - $ 528,928 ACQUISITION EXPENSE 20.0 2,341 - - - 2,341 OPERATION OF ACQUIRED PROPERTY 21.0 4,484 - - - 4,484 RELOCATION COSTS 22.0 - - - - - RELOCATION PAYMENTS 23.0 - - . _ - - SITE CLEARANCE COSTS 24.0 - - - - - PROJECT IMPROVEMENT/ - CONSTRUCTION COSTS 25.0 1,536,478 - - - 1,536,478 DISPOSAL COS'T'S 26.0 1,029 - - - 1,029 LOSS ON DISPOSITION OF LAND HELD FOR RESALE 26.1 63,000 - - - 63000 DECLINE IN VALUE OF LAND HELD FOR RESALE 26.2 - - - - - REHABILITATION COSTS 27.0 - - - - REHABILITATION GRANTS 28.0 - - - - - INTEREST EXPENSE 29.0 348,254 224,406 - - 572,660 FIXED ASSET ACQUISITIONS 30.0 - - - - - SUBSIDIES TO LOW& MODERATE INCOME'LOUSING 31.0 - - - - - DEIIT ISSUANCE COSTS 31.1 - - - - - OTHER EXPENDITURES INCLUDING PASS TIIROUGII AND ERAF PAYMENT(S) 32.0 - - - - - - I)EBT PRINCIPAL PAYMENTS: TAX ALLOCATION BONDS&NOTES 33.0 - 85,000 - - 85,000 REVENUE BONDS&CERTIFICATES OF PARTICIPATION 34.0 - - - - - CITY/COUNTY , ADVANCES&LOANS 35.0 - 1,991,235 - - 1,991,235 U.S.,STATE,&OTHER LONG-TERM I)EITT 36.0 - - TOTAL EXPENDITURES no $ 2,434,690 $ 2,350,465 _ $ - $ - $ 4,785,155 - • •In order to ensure consistency,the amounts reported in the Low and Moderate Income Housing Fund should form the basis for the data reported to the Department of Housing nn'f Community Development on Schedules HCD-A and HCD-C. - - ACCT-LGRS IN 7/96) INCOME S LMEN'I' AGENCY NAME AR A REDEVELOPMENT AGENCY P/! 1 0 1--s I Fiscal Year Ended June 30,1997 PROJECT AREA NAME Central Central Redevelpmment Project f—' — Fr 1-5— I U rE . CAPITAL DEBT LOW/MODERATE SPECIAL 1 EXPENDITURES (CON'T) PROJECTS SERVICE INCOME HOUSING REVENUE/OTHER TOTAL FUNDS FUNDS 4'FUNDS FUNDS EXCESS (DEFICIENCY) REVENUES • OVER (UNDER) EXPENDITURES 38.0 $ (2,290,081) $ (317,273) $ 490,877 $ - $ (2,116,477) OTHER FINANCING SOURCES(USES): PROCEEDS OF LONG-TERM DEBT 39.0 - - - - _ PROCEEDS OF REFUNDING BONDS 39.1 - - - - _ PAYMENT TO REFUNDED BOND ESCROW AGENT 39.2 ( - ) ( - ) ( - ) ( - ) ( - ) ADVANCES FROM CITY/COUNTY 40.0 3,607,481 - - - 3,607,481 SALE OF FIXED ASSETS 41.0 , - - - - - MISCELLANEOUS FINANCING SOURCES(USES) 41.1 - - - - _ OPERATING TRANSFERS IN 42.0 - 283 215 - - 283,215 T F ItSIN INCREMENT 1 C AX IN(, LD ENTTRANS (LOW&A0D HOUSING FUND) 42.1 - OPERATING TRANSFERS OUT 43.0 ( - . ) ( 283,215 ) ( - ) ( - ) ( 283,215 ) TAX INCRI MEN'['TRANSFERS OUT (LOW&AlOD HOUSING FUND) 43.1 ( ) ( ) '•Ei:`:`',_i`•':L nn:::E:t 0:::2:::?:; ( - ) ( - ) , TOTAL- O'I'IIIsR FINANCING SOURCES (USES) 44.0 $ 3,607,481 $ - $ - $ - $ 3,607,481 EXCESS(DEFICIENCY)OF REVENUES &OTh HER FINANCING SOURCES OVER EXPENDITURES&OTHER FINANCING USES (LINE38 + LINE44) 45.0 $ 1,317,400 $ (317,273) $ 490,877 $ - $ 1,491,004 EQUITY BEGINNING OF PERIOD 46.0 4,719,929 (3,268,184) 4,045,715. $ - $ 5,497,460 ADJUSTMENTS: PRIOR PERIOD ADJUSTMENTS. 47.0 - - - - - RESIDUAL EQUITY TRANSFERS 48.0 - - - - _ OTHER-(EXPLAIN) 49.0 - - - - _ 50.0 - - - - _ EQUITY, ENI) OF PERIOD SM(1ST EQUAL,PAGE 04,LINE 391 51.o $ 6,037,329 $ (3,585,457) $ 4,536,592 $ - $ 6,988,464 •In order to ensure consistency,the amounts reported in the Low and Moderate Income Housing Fund should form the basis for the data reported to the Department of Housing and Community Development on Schedules HCD-A and HCD-C. ACCT-LGRS 80(Rev 7/96) AGENCY LONG-TERM DEBT SCHEDULE A-RP TAX ALLOCATION BONDS, REVENUE BONDS AND CERTIFICATES OF PARTICIPATION PAGE 1 OF 1 AGENCY NAME ARCADIA REDEVELOPMENT AGENCY Fiscal Ycar Ended Junc 30, 1997 PROJECT AREA NAME Central Redevelopment Project Use a separate column for listing each bond authorization not fully retired. Use additional pages as necessary. 1 C C . 1 CODING BOXES FOR CONTROLLER'S USE ONLY INDICATE TYPE OF DEBT:TAX ALLOCATION Tax Allocation BOND,REVENUE BOND OR CERTIFICATE Refunding TOTAL OF PARTICIPATION Bonds — YEAR OF AUTHORIZATION 1.0 1989 PRINCII'ALAMOUNTAUTHORIZED 1.1 $ 3,780,000 $ - $ - $ $ 3,780,000 PRINCIPAL AMOUNT UNISSUED 1.2 - - - _ - PRINCIPAL AMOUNT UNMATURED- BEGINNING OF FISCAL YEAR 2.0 3,385,000 - - - 3,385,000 ADJUSTMENTS MADE DURING YEAR (EXPLAIN) 3.0 - - - _ PRINCIPAL AMOUNT ISSUED DURING FISCAL YEAR 4.0 - - - _ - PRINCIPAL AMOUNT MATURED DURING FISCAL YEAR 5.0 ( 85,000 ) ( - ) ( - ) ( - ) ( 85,000 ) PRINCIPAL AMOUNT DEFEASED DURING FISCAL YEAR 5.1 ( - ) ( - ) ( ) ( - ) ( - ) PRINCIPAL AMOUNT UNMATURED- END OF FISCAL YEAR _ 6.0 3,300,000 - - - 3300000 PRINCIPAL AMOUNT IN DEFAULT 6.1 - - - - 1 INTEREST IN DEFAULT 6.2 _ - _ - - REVENUES PLEDGED AS ADDITIONAL SECURITY EXTENT PURPOSE OF DEBT BY AUTHORIZATION (SPECIFY NATURE OF REVENUE)- PLEDGED To refund Tax Allocation Notes,Issue of 1986 All tax Increment of project area 100 % % % ACCT-LO RS 80(I11V 7196) OTHER LONG-TERM INDEBTEDNESS SCHEDULE B-RP Agency Name: ARCADIA REDEVELOPMENT AGENCY • Piscal Year Ended June 30, 1997 Project Area Name: Central Redevelopment Project • USE A SEPARATE COLUMN FOR LISTING EACII BOND AUTHORIZATION NOT FULL RETIRED. USE ADDITIONAL PAGES AS NECESSARY. 11 6 11 7 I 1 8 11 9 _ A A A A OTHER LONG TERM INDEBTEDNESS (1.0) CITY/COUNTY STATE U.S: OTHER TOTAL PRINCIPAL AMOUNT UNMATURED- I3EGINNING OF FISCAL YEAR 2.0 $ 5,027,666 - $ 5,027,666 ADJUSTMENTS MADE DURING YEAR (EXPLAIN) ROUNDING 3.0 2 - _ - 2 INTEREST ADDED TO PRINCIPAL 3.1 348,254 - - - • 348,254 PRINCIPAL AMOUNT RECEIVED DURING FISCAL YEAR 4.0 3,259,227 - - - 3,259,22' PRINCIPAL AMOUNT MATURED • DURING FISCAL YEAR 5.0 ( 1,991,235 ) ( - ) ( - ) ( - ) ( 1,991,235 ) PRINCIPAL AMOUNT UNMATURED- IiND OF FISCAL YEAR 6.0 $ 6,643,914 $ - $ - $ - $ 6,643,914 • ACCI'•LGItS 80(REV.7/96) ASSESSED VALUATIONS -AND-TAX INCREMENT REVENUES SCHEDULE D - R AGENCY NAME: ARCADIA REDEVELOPMENT AGENCY PAGE 3 I I FISCAL YEAR ENDED June 30, 1997 PROJECT AREA NAME: Central Redevelopment Project ASSESSED VALUATION DATA Ic FROZEN BASE ASSESSED VALUATION 1.0 $ - INCREMENT ASSESSED VALUATION 2.0 $ - TOTAL ASSESSED VALUATION 3.0 $ - PASS THROUGH I SCHOOL DISTRICT ASSISTANCE TAX INCREMENT PASS THROUGH DETAIL OTHER PAYMENTS _ AMOUNIS PAID TO TAXING AGENCIES Il&S CODE 11&S CODE H&S CODE H&S CODE H&S CODE PURSUANTTO: SECTION 33401 SECTION 33676 SECTION SECTION 33607 TOTAL - SECTION 33445 SECTION 33445.5 I �+ l I I D _ 1.--- E I-- r COUNTY 4.0 $ - - _ $ cmcs 5.0 - - - SCHOOL DISTRICTS 6.0 - - - - $ - $ - COMMUNfIY COLLEGE DISIRICTS 7.0 - - - - _ SPECIAL DISTRICTS 8.0 - - - - TOTAL PAID TO'TAXING AGENCIES 10.0 $ - $ - $ - $ - $ - s - NET AMOUNT 7'O AGENCY 11.0 ;:a:M;:il:::;:ii:; ;:::!1;:::::;:::i1::::::;:;;;:::;:;:;:::::;:;:;::::;;;:;i:::::::::::::::::::::;:;:;:iNi;::;:;:;:;:ii;:;:;:;::::::::::::: :::::g::;:::;:;:iii:;1;:;::;:;:;:::;:ni;;;:;:$ Z454,383 GROSS TAX INCREMENT .;::.:;:....., c:: .;:.:>......W.....::::>i:i'::.....,, .:......•>:»:.>:z.:.•:......•>;»:.....W....W...i:.>:a:<......: 'i;;;:::;:'t.;::i;:Y�S:r:2.:c:`:�::%:E#E�:.i.;?$S : i2�;5'r> ::# i:;:jii:•'.:jji:::?+ii::ti'"i'ri?::;:}`:ii<i:iii$:i�ii:::::::::}<;:;iiii$'::$ \...v........v\.:.�.v............ .... ULNERA7ED 12.0 .:;:...: .:::.:::.�::.: ::: .�::::: .. . .:.>:.:.:;<:.::::z.:.:>.:>;;:.:;.:.:.o-:.:.;:..:;.;:.;:.:.::.;:.:.:<.;:;:;;>.;.;;:.;:'?:.>:<:::$ 2,454,383 CAPITAL IMPROVEMENT DETAIL IN ADDITION TO TILE ABOVE TAX INCREMENT PASS-TFIROUGFIS, PLEASE ITEMIZE EACH CAPITAL IMPROVEMENT EXPENDITURE MADE ON BEHALF OF ANY TAXING AGENCY OTHER THAN A SCHOOL DISTRICT OR COMMUNITY COLLEGE DISTRICT, AND INDICATE CODE SECTION Code Section: Description Name of Taxing Agency Amount 33401 33676 / $ $ 1 $ $ ACCT•LORE 80(REV 7/96) SUMMARY OF THE STATEMENT OF 1EBTEDNESS-Agency Totals Agency Name ARCADIA REDEVELOPMENT AGENCY • SCHEDULE E-R w PAGE 3 } 2 IA Total Indebtedness Types of Debts Outstanding As of June 30,1997 — TAX ALLOCATION BOND DEBT 1 $ 5,732,024 REVENUE BONDS 2 - OTHER LONG-TERM DEBT 3 - CITY/COUNTY DEBT 4 6,643,914 LOW & MODERATE FUND 5 8,764,724 OTHER 6 - TOTAL 7 $ 21,140,662 AVAILABLE REVENUES 8 ( 2,494,116 ) NET REQUIREMENT 9 $ 18,646,546 Using the Statement of Indebtedness (SOI) filed on or before October 1, 1997,please summarize all indebtedness listed on Forms A and B as follows: DESCRIPTION OF LINE ITEMS 1. Any indebtedness listed on the SOI related to Tax Allocation Bonds or Notes. 2. Any indebtedness listed on the SOI related to Revenue Bonds or Certificates of Participation. 3. Any indebtedness listed on the SOI related to other long-term debt issuances,other than debt listed above, or indebtedness owed to the governing body. 4. All indebtedness or obligations owed to the governing body,regardless of the purpose or time limit. 5. All indebtedness or obligations to the Low and Moderate Income Housing Fund. 6. All indebtedness or obligations listed on the SOI,not included above. 8. Line 7 from the Calculation of Available Revenues statement. STATEMENT OF INDEBTEDNESS - CONSOLIDATED Cover Page FILED FOR THE 1997-98 TAX YEAR Name of Redevelopment Agency Arcadia Redevelopment Agency Naive of Project Area Central Redevelopment Project Current Balances Carried Forward From: Total Principal/Interest Line Outstanding Debt Due During Tax" Fiscal Period - Totals (From Form A,Page 1 Totals) (1) $ 21,140,661.35 $ 15,717,246.40 (Optional) Post Fiscal Period - Totals (From Form B Totals) (2) $ 0.00 $ 0.00 Grand Totals (3) $ 21,140,661.35 $ 15,717,246.40 Available Revenues » >.'From Calculation of Available Revenues,Line 7 4 $ 2,494,115.59 Net irmn Rcu c ct 5 Requirement 186 ( $ 18,646,545.76 .76 Consolidate on this form all of the data contained on Form A and B (including supplemental pages). Form A is to include all indebtedness entered into as of June 30 of the Fiscal Year. Form B may be filed at the option of the agency,and is to include indebtedness entered into post June 30 of the Fiscal Year,pursuant to Health and Safety Code Section 33675(c)(2). This is optional for each agency and is not a requirement for filing the Statement of indebtedness. The Reconciliation Statement is to include indebtedness from Form A only. Certification of Chief Financial Officer: James Dale Finance Director Pursuant to Section 336775 (b)of the Health and Safety Code, Name Title I hereby certify that the above is a true and accurate Statement of Indebtedness for the above named agency. Signature Date Rev 613/94 likIll1v1L'1V1 ' l+ 11VLL'131L'LINI!,00 ' Il A FILED FOR TI .997-98 TAX YEAR 1 or 1 Pages_ Name of Redevelopment Agency Arcadia Redevelopment Agency Name of Project Area Central Redevelopment Project • For Indebtedness Entered Into as of June 30, 1997 Original Data • Current Interest Total Total Principal/Interest Debt Identification Date Principal Term Rate Interest Outstanding Debt Due During Tax Year Tax Allocation Refunding Bonds, 1989 to 6.625%,6.70% (A) Series 1989 06/21/89 3,780,000.00 2014 and 6.75% 4,294,102.50 5,732,023.70 308,608.75 Matured unpaid interest on Until (B) City Loans. Various 2,280,119.44 Repaid None None 2,157,570.81 2,157,570.81 Deficit created in Low and FY 85-86 Until (C) Moderate Income Housing Fund FY 96-97 4,536,591.64 Repaid None None 4,536,591.64 4,536,591.64 Loans from City of Until LAIF (D) Arcadia-Facilit Unknown 920,096.51 Repaid Rate See line(C) 880,096.51 881 _ i.51 Loans from City of Until LAIF (E) Arcadia -Capital Outlay 03/05/87 1,400,000.00 Repaid Rate See line(C) 1,340,000.00 1,340,000.00 Loans from City of Until LAIF (F) Arcadia -Capital Outla 03/11/88 550,000.00 Repaid - Rate See line(C) 550,000.00 550,000.00 Loans from City of Until LAIF (G) Arcadia-Equip. Replacement 07/16/97 1,200,000.00 Repaid Rate See line(C) 1,200,000.00 1,200,000.00 Loans from City of Until LAIF (11) Arcadia-Liability 05/22/97 516,246.42 Repaid Rate See line(C) 516,246.42 516,246.42 Set-Aside Requirement for Until (I) Low and Moderate Housing Future 4,228,132.27 Repaid None None 4,228,132.27 4,228,132.27 . (J) '1:••v '°:�:•:.:::'1 v:•:::::::};::}.:{}.:^i.:r:.:]::�r:.::r:.4:i.,::]>.:.:::.]..,.]....{::.}:.:v.::::.r:wt.::.:..:::.}:::::::::::.•::>:::�,r:. .1::: ::::..:1::~: ,r•:],:�]r•.:{}: f;r:::... ..:: { {{. :f:•.:i: r :f:{i:?:.•:.,.:.{ .. .:ri: l,•�f f/,'r:i:r{./.t:•. I.> f/, .:': $ 21,140,661.35 ;:..r_...:..v.:..%.i.:..f.....: .i...C....%...%...r%..%:.: 15,717,246.40 This 5 717 246..4 Tlls a c :::::.v:>••:':::•:::.�::.::. ] ..: %; :Lrri' : : : :, ..: rY { r.:�:,�{%{.] r :?„1 Dials� ..... •t•;•;:a::] •:: ]• :4r'0:4;?[%%.`}.]:{ ;8ii %:: :}rr•]:•]•.•{n / r / ry .r::z> •• .• , ..t'v4:}'•.:%%h+ ,4:;{ +•rr:•.]t•i? %'v•vr::ir:'::...From Al l Other r v r t, \ : � ,�� �,: } , •;\ •:.:�.,a ]�:::.\t`,t:..}•.:�.. , \:.,.::. ,{ :,t.,.:::,,: ,£: .\ :.. \ \\;;,�� ...\. \O .t \,1n�a:;, :{ :Vrand .r�.r>r.,•:.\:•.:.�t•::::]\:v::::]`::.::].a:•:::i}:$;'C:}rKji:tin4tii{ \,•:>:::{\•.,•. :;::h�t„♦\.}�.;,\\,:v�� \ \. \�,�,.fir. \� \\..\}\. ••\ ti }•' }:}i.{ : tVftv, x .::fi:;:4]],,.,, } \] ,t h.•§.h { .. $Totals : .{•r:::.>: :.•:,.<:»:<r:.» ,:>::>.%.::;:>.::>.:::\r:•r:w}: :�•..8.r.r.}..n]n};.•.r.r.+.•..•..•.i.L.v:.4.•.i}..}•:;::.:}..:. .w•.::{..k:t�� {:.. �... ....... ..•..:. ,{:•:: ] 21 140 661.35 $ 15,717,246.40 0 Available Revenues :. ....:. {.% % .%.%.?.%..%]:?�%: �:.%.%.:::.•:}�.:.%::::%.:• : :%%:? ;::5::s:::r ; : {� .;...:.r: y : : i �f9 /i �..y.� l ' I�i`�r• /ffr% �% /From Calculation of Available Revenues .........., .. :.: ... N::.: .,.�........... , � �; t : a\ : : � : : .,S,::::.� ,:...:,•:4,�•:: r .:{�f.;...r.i.i.$ (2)494,115.591 g" a:::]i ;.:::: :xs:: Mit ..:w::w:,•':: n�:�[4. ,::;:: . v•v.w + :::•. :\ , .v. \ .: ,, ,t•:\]:*.: . n v ,, ... . ......4yr:•:v::{o:':;L]r;•]}:.v.]:•:Lr d '4{..vtt•::::}:.w 4: 4{•4„]•: .” v::•:v}];4< i{.]}\ . ... , , ...::::.:............4::::]......,:.::tii,:}}\, {• vv.:;::}:}::.t:4:•r:. +x,.. .. ..... ,. .. ........ , }\ 4.�\ .. � \t :`:t�,•v\v . i...i.......................................... ... Iie uircncit w: w:�: . . n ]i::'•........}...... n.... \ .:•: : :;t..{• 4an . \ . x . , \ \..a . :tw 18 646 545 76 ::::.::t ; :.:.....:.....:..:.:.. . :.:...:.:.: Purpose of Indebtedness: (A) Refund prior tax allocation bond issues. (F) Provide funding for redevelopment projects. (B) Matured unpaid interest on City Loans. (G) Provide funding for redevelopment projects. (C) Deficit created in Low and Moderate Income Housing Fund by debt findings. (H) Provide funding for redevelopment projects. (D) Provide funding for redevelopment projects. (1) Low and Moderate Income Housing Set-Aside requirement based on total debt outstanding. (E) Provide funding for redevelopment projects. (J) RECONCILIATION STATEMENT - CHANGES IN INDEBTEDNESS Page 1 of 2 Pages Name of Agency Arcadia Redevelopment Agency Name of Project Area Central Redevelopment Project Tax Year 1997-98 Reconciliation Dates: From July 1, 1996 To June 30, 1997 A B C D E F Debt Identification: Outstanding Debt Adjustments -Amounts Paid Against Remaining SOI,page and line: Brief All Beginning increases Decreases Indebtedness,from: Balance Prior Yr Current Yr Description Indebtedness (Attach Explanation) (Attach Explanation) Tax Increment Other Funds (A+B-C-D-E) Pg 1 Pg 1 Tax Allocation Refunding Bonds, Line A Line A Series 1989 6,041,429.33 309,405.63 5,732,023.70 Pg 1 Pg 1 Matured unpaid interest on Line B Line B City Loans. 2,280,119.14 348,254.40 122,548.33 348,254.40 2,15' , 1.81 Pg 1 Pg 1 Deficit created in Low and Line C Line C Moderate Income Housing Fund 4,045,715.00 490,876.64 4,536,591.64 Pg Pg 1 Loans from City of Line New Line D Arcadia-Facility - 920,096.51 40,000.00 880,096.51 Pg Pg 1 Loans from City of Line New Line E Arcadia-Capital Outlay - 1,400,000.00 60,000.00 1,340,000.00 Pg Pg 1 Loans from City of Line New Line F Arcadia-Capital Outlay - 550,000.00 550,000.00 Pg Pg 1 Loans from City of Line New Line G Arcadia-Equip. Replacement - 1,200,000.00 1,200,000.00 Pg Pg 1 Loans from City of Line New Line H Arcadia-Liability - 516,246.42 516 246.42 TOTAL-THIS PAGE 12,367,263.47 5,425,473.97 122,548.33 757,660.03 16,9E i.08 TOTALS FORWARD 2,747,547.76 4,277,956.05 2,747,547.76 49,823.78 4,228,132.27 —GRAND TOTALS $ 15,114,811.23 _$ 9,703,430.02 $ 2,870,096.09 $ 807,483.81 $ - $ 21,140,661.35 NOTE: Column A must equal the previous year Statement of Indebtedness Outstanding Debt. Column F must equal this year's SOI Outstanding Debt column. Use the page and line number that the indebtedness is listed on In each year as appropriate,and a brief description. Ignore any Indebtedness fully repaid in the previous year,as It had a zero ending balance. All new indebtedness entered Into since the previous SOI Is to be listed below the previous indebtedness. Enter"new"in the"Prior Yr"page and line column for each new indebtedness. Rev. 5/2/94 RECONCILIATION STATEMEN- CHANGES IN INDEBTEDNESS F 2 of 2 Pages ;—t Name of Agency Arcadia Redevelopment Agency Name of Project Area Central Redevelopment Project Tax Year 1997-98 Reconciliation Dates: From July 1, 1997 To June 30, 1998 A B C 2 E F Debt Identification: Outstanding Debt Adjustments Amounts Paid Against Remaining SOI,page and line: Brief All Beginning Increases Decreases Indebtedness,from: Balance Prior Yr Current Yr Description Indebtedness (Attach Explanation) (Attach Explanation) Tax Increment Other Funds (A+B-C-D-E) Pg Pg Set-Aside Requirement for Line New Line Low and Moderate Housing - 4,228,132.27 - 4,228,132.27 Pg 1 Pg Line D Line Loans from City of Arcadia 1,280,533.76 1,280,533.76 Pg 1 Pg Line E Line Loans from City of Arcadia 1,467,014.00 1,467,014.00 - Pg Pg County of Los Angeles Line New Line Administrative Fees - 49,823.78 49,823.78 Pg Pg Line Line Pg Pg Line Line Pg Pg Line Line Pg Pg Line Line Pg Pg Line Line Pg Pg Line Line Pg Pg Line Line Pg Pg Line Line TOTAL-THIS PAGE _ 2,747,547.76 4,277,956.05 2,747,547.76 49,823.78 4,228,132.27 NOTE: Column A must equal the previous year Statement of Indebtedness Outstanding Debt. Column F must equal this year's SOI Outstanding Debt Column. Reconciliation Statement - Description of Adjustments Agency: Arcadia Redevelopment Agency Project Area: Central Redevelopment Project Reconciliation Sheet Description of Adjustment page and line: Amount Pg 1 Line 2 Interest on City Loans for fiscal year 1996-97. $ 348,254.40 Pg 1 Correction of classification error from prior year interest on City loans overstated See Below Line 2 while principal was understated. ($ 122,548.33) Pg 1 Line 3 Low and moderate set-aside deferred for 1996-97. $ 490,876.64 Pg 1 See Below Line 4 To breakdown total into components of individual loans from City of Arcadia. $ 920,096.51 Pg 1 See Below Line 5 To breakdown total into components of individual loans from City of Arcadia. $ 1,400,000.00 Pg 1 See Below Line 6 To breakdown total into components of individual loans from City of Arcadia. $ 550,000.00 Pg 2 See Below Line 2 To breakdown total into components of individual loans from City of Arcadia. ($ .1,280,533.76) Pg 2 See Below Line 3 To breakdown total into components of individual loans from City of Arcadia. ($ 1,467,014.00) Pg 1 Line 7 Loan from City of Arcadia made 7/16/97 $ 1,200,000.00 Pg 1 Line 8 Loan from City of Arcadia made 5/22/97 $ 516,246.42 Pg 2 Line 1 To record Low and Moderate Housing Set-Aside based on total debt. $ 4,228,132.27 Pg 2 Line 4 To record County Administrative Charge paid from tax increment. $ 49,823.78 Pg Line Pg Line Pg Line Pg Line Note: For this period,we have split City Loans into the various individual loans Pg present. To accomplish this,we remove the prior year entries and established the Line July 1, 1996 balances of the individual loans. The effect of all this nets to$0.42. Pg which is a result of prior year rounding. Line Pg Line Pg Line Pg Line Grand Total S 6,833,333.93 r CALCULATION OF AVAILABLE REVENUES AGENCY NAME Arcadia Redevelopment Agency PROJECT AREA Central Redevelopment Project TAX YEAR 1997-98 RECONCILIATION DATES: JULY 1, 1996 TO JUNE 30, 1997 1. Beginning Balance, Available Revenues $ 777,530.19 (See Instructions) 2. Tax Increment Received- Gross $ 2,454,383.21 All Tax Increment Revenues,to including any Tax Increment passed through to other local taxing agencies 3. All other Available Revenues Received- See Note Below $ 69,686.00 (See Instructions) 4. Revenues from any other source, included in Column E of the Reconciliation Statement, but not included in (1 - 3) above 5. Sum of Lines 1 through 4 • $ 3,301,599.40 6. Total amounts paid against indebtedness in previous year. (D+ E on Reconciliation Statement) $ 807,483.81 7. Available Revenues, End of Year(5- 6) $ 2,494,115.59 FORWARD THIS AMOUNT TO STATEMENT OF INDEBTEDNESS NOTES Tax Increment Revenues: The only amount(s)to be excluded as Tax Increment Revenue are any amounts passed through to other local taxing agencies pursuant to Health and Safety Code Section 33676. Tax Increment Revenue set-aside in the Low and Moderate Income Housing Fund will be washed in the above calculation, and therefor omitted from Available Revenues at year end. Item 4.above: This represents any payments from any source other than Tax Increment OR available revenues. For instance, an agency funds a project with a bond issue. The previous SOI included a Disposition Development Agreement (DDA) 'which was fully satisfied with these bond proceeds. The DDA would be shown on the Reconciliation Statement s fully repaid under the"other"column (Col E), but with funds that were neither Tax Increment, nor"Available Revenues" as defined. The amounts used to satisfy this DDA would be included on line 4 above in order to accurately determine ending "Available Revenues". r SUPPLEMENTAL TO TII ,NNUAI, REPORT OF COMMUNITY I EVELOPMENT AGENCIES • t ARCADIA REDEVELOPMENT AGENCY P.O. Box 60 Arcadia, Ca. 91006 The U. S. Bureau of the Census requests the following information about the fiscal activities of your government for the year ended June 30, 1997. 3overnments furnishing this information will no longer receive Census Bureau Form F-32, Survey of Local Government Finances. If you have any questions Dlease contact Chris Kubacki at the Census Bureau 1-800-242-4523. PERSONNEL EXPENDITURES Zeport your government's total expenditure for salaries and wages during the year, including amounts paid on force account construction projects. zoo $ 0.00 MORTGAGE REVENUE BOND INTEREST PAYMENTS ndicate the amount of interest paid on mortgage revenue bonds during the year. U20 $ 0.00 CASH AND INVESTMENTS HELD AT THE END OF THE FISCAL YEAR report separately for each of the three types of funds listed below, the total cash on hand and n deposit and investments in Federal government, Federal agency, State and local government nd non-governmental securities. Report all investments at par value. Include in the sinking Ind total any mortgages and notes receivable held as offsets to housing and industrial nancing loans. Exclude accounts receivable, value of real property and non-security assets. . Sinking funds - Reserves held for redemption woi of long-term debt. $ 378,088.00 . Bond funds - Unexpended proceeds from sale of bond W31 issues held pending disbursement. $ 0.00 . All other funds - Exclude employee retirement funds. w61 $ 953,288.00 I °N EXHIBIT "G" Arcadia Redevelopment Agency Financial Statements (June 30, 1997) Available for review in the Redevelopment Agency Offices. EXHIBIT "H" Arcadia Redevelopment Agency Statement of Indebtedness Available for review in the Redevelopment Agency Offices. 1110. � G - 9 ,.. :, �, 6-- yr //v/,,r,r/ /c / 0,7%,„ OR.0.ASCO. STAFF REPORT DEVELOPMENT SERVICES DEPARTMENT December 16, 1997 TO: - Arcadia Redevelopment Agency FROM: By: Peter P. Kinnahan, Economic Development Administrator Prepared by: Dale R. Connors, Redevelopment Project Manager RE: Public Hearing - • Recommendation to Adopt Resolution No ARA-180 - Approving the Adoption of an Updated Five Year Implementation Plan for the Central Redevelopment Project Area - SUMMARY: Health and Safety Code Section 33490.(c) requires' that a public hearing be held for the purpose of reviewing- the redevelopment plan and the corresponding Implementation Plan and evaluating the progress of the redevelopment project. This hearing is to be held no earlier than two years and not later than three years after the adoption of the Implementation Plan. The purpose of this agenda report is to facilitate the required public hearing and adoption of an Updated Implementation -Plan (Attachment No. 1). DISCUSSION: AB1290, the Redevelopment Reform Law, passed in _1993, required redevelopment agencies to prepare and approve after a duly noticed public hearing, a five year "Implementation Plan With the adoption of Resolution No. ARA-175 on December 20, 1994, the Agency approved its initial Implementation Plan. The Plan is a blueprint /-for future Agency activities and describes Agency goals and objectives, how the / Agency will eliminate blight, details- current and proposed projects and programs to address blight, and how the Agency will implement its housing responsibilities. u d. r9 , /2 Following is a brief description of key elements of the Updated Five Year Implementation Plan: • Documentation of Blight Key to the premise of redevelopment is the presence of blight within the Project Area. Section 3 of the Plan quantifies and catalogues blight in the Project Area as noted in 1973 when the Redevelopment Plan was. adopted (Section 3.1 - Pgs. 11 and 12) and as reflected in recently broadened definitions allowed in State Redevelopment Law.(Section 3.2 - Pg. 12 and 13). • Statement of Goals and Objectives - .Revisits previously adopted Agency goals and objectives adopted in 1973 (Section 4.0.- Pg. 14) and expanded in 1984 (section 4.1.- Pg..15). • Identification of Future Agency Projects - Section 5 of the Plan (Pgs. 16 - 24) describes in some detail future projects the Agency will pursue in the next five years, provides cost estimates for each and itemizes which blighting elements (outlined in Section 3 of the Plan) will be alleviated with the completion of each project. The projects listed in Section 5 have been assembled from project lists approved in 1985 and in 1994. The prioritized list and description of the Agency's projects for the remaining 2 years of the first 5 Year Implementation Plan (i.e., 1998-99) is set forth in Section 7, from pages 30 to 42. - • Housing - Section 8 (Pgs. 43 - 65) is a discussion of the Agency's housing obligations and intended plan of action to fulfill its low and moderate income housing responsibilities over the next five years. Key elements in the section are summaries of the State Law concerning housing, and an accounting of the status of the Housing Set-Aside Fund, a housing financing plan and a list of housing programs the Agency will implement. Table No. 14 (Pg. 63) provides a projection of anticipated funding allocations to the various housing unit types the Agency proposes to assist over the coming five years. This Table shows that in the remaining 2 years of this 5 Year Implementation Plan (i.e., 1998-99), the Agency proposes to focus its resources on a 55 unit low/moderate income senior housing project. The Implementation Plan can be amended at any time after a noticed public hearing. S The availability of the Implementation Plan and notice of tonight's public hearing concerning the Plan has been published in the newspaper and posted at four locations within the Project Area as required by law. FISCAL IMPACT: Contained within the Plan are estimates for each of the projects the Agency will pursue over the next two years. Briefly, the Agency intends to finance the majority of its future projects using a combination of tax increment revenue generated from the Project Area and/or through long term financing mechanisms using tax increment as security. Other revenue sources include land sale proceeds, interest earnings, developer fees, land rents, and development participation agreements. RECOMMENDATION: • That the Agency open the a public hearing and take input concerning the Plan and the progress of the Redevelopment Agency. That the Agency approve the Updated Five Year Implementation Plan (FY 1994 - 1999), as and if amended, by adopting Resolution No. ARA-180 (Attachment No. 2). A RESOLUTION OF THE ARCADIA REDEVELOPMENT AGENCY APPROVING THE ADOPTION OF AN UPDATED FIVE YEAR IMPLEMENTATION PLAN FOR THE CENTRAL REDEVELOPMENT PROJECT AREA Attachments: No. 1 - Updated Implementation Plan No. 2 - Resolution No. ARA-180 - Approved: William R. Kelly, Executive Director DRC:dc Attachment No. 1 The Updated Five-Year Implementation Plan was previously trasmitted to the Agency for review on November 24, 1997. r r Memorandum arcadla redevelopment agency DATE: November 24, 1997 TO: Arcadia Redevelopment Agency FROM: Kinnahan, Economic Development Administrator SUBJECT: DRAFT UPDATED AGENCY FIVE-YEAR IMPLEMENTATION PLAN California Redevelopment law required the preparation of a comprehensive Five Year Implementation Plan in 1994. The Plan was to address the Agency's goals, objectives, blighting, influences, redevelopment (non-housing) programs, and housing programs in some detail. The Agency adopted the Five Year (1994-2000) Implementation Plan on December 20, 1994. The law also requires that before the end of the third year (1998) the Agency must review their performance under the Plan and revise and update it. The document attached restates the Agency's goals, objectives, blighting influences, and summarizes the Agency's performance in redevelopment and describes the Agency's proposed redevelopment and housing work programs for the remaining two years of the Five Year Plan: Because of the size of the document, staff is providing it to the Agency before the scheduled December 16 Public Hearing. Staff has indicated by an asterisk in the margin the major changes or more significant sections of the Plan. The draft document has been reviewed by the City Attorney and Agency Special Counsel. If you have any questions, please contact me. Approved By: 116%* William R. Kelly, Executive Director • Attachment cc: &tip oro, ';; Mic-ae . Miller, City Attorney Donna Bulter, Community Development Administrator Steve Deitsch/Kevin Randolph, Best Best & Krieger i ti ti v NOTICE OF A PUBLIC HEARING BEFORE THE ARCADIA REDEVELOPMENT AGENCY Notice of a Public Hearing before the Arcadia Redevelopment Agency is hereby given concerning State mandated review of the Agency's redevelopment plan and Five Year Implementation Plan. This Pubic Hearing is being held pursuant to Health and Safety Code Section 33490.(c). At the Public Hearing, the Redevelopment Agency will hear public testimony and receive'evidence from all interested parties for the purpose of reviewing the redevelopment plan and the corresponding 5 Year Implementation Plan and evaluating the progress of the redevelopment project. PUBLIC HEARING DATE: Tuesday, December 16, 1997 7:00 p.m. City Council Chambers, Arcadia City Hall 240 W. Huntington Drive Arcadia, CA 91007 The Redevelopment Plan and the updated Implementation Plan are available for public inspection during normal business hours in the City Clerk's Office, Arcadia City Hall, 240 W. Huntington Drive, Arcadia CA 91007. At any time before the date and time of the Public Hearing described in this written Notice, written comments on or objections to the updated Implementation Plan may be filed with the Agency Secretary. In addition, all persons will be given an opportunity to appear and be heard on such matters at the Public Hearing. 9,,,,ff_t___ Publish Dat- : November 27, 1997 and December 4 and 11 1997. June Alford, City Clerk / (•� G L Fs' : � / ' 7 {/r ;.... -� T 4111 41 t.41 *CO4POA Al 'S STAFF REPORT DEVELOPMENT SERVICES DEPARTMENT December 16, 1997 TO: Arcadia Redevelopment Agency FROM: By/c Peter P. Kinnahan, Economic Development Administrator dAt,Prepared by: Dale R. Connors, Redevelopment Project Manager RE: Report and recommendation to approve revised site and architectural plans for the proposed ICD/Heatflex development on the .95 acre property located at the northwest corner of Santa Clara Street and Fifth Avenue; and to approve the amended and restated Disposition and Development Agreement among the Arcadia Redevelopment Agency, Emkay Development Company and ICD/Heatlex, Inc. SUMMARY: The Redevelopment Agency on October 7, 1997 considered a proposal from ICD/Heatflex (ICD) for an instrumentation office and assembly facility on the Emkay Remnant Parcel (Site Map, Attachment No. 1). The Agency indicated that while the use was acceptable, more work was required on the architectural design of the building. Revised site plans which appear to meet the Agency's concerns have been submitted and are included in this package as Attachment No. 2. The Agency is being requested to approve the revised concept elevations and site plan, and an Amended and Restated Disposition and Development Agreement (DDA). This would approve an assignment of the balance of Emkay's development obligations to ICD (Attachment No. 3) and permit the construction of an 18,000 square foot office and assembly facility on the remnant parcel by December 31, 1998. DISCUSSION: In July, Agency staff was approached by Bruce Kusada of Capital Real Estate Group representing ICD. ICD expressed and interest in developing an 18,000 square foot office and production facility on the .95 acre trianglular remnant parcel. Their intent is to construct a "showcase" building which will serve as a corporate symbol. heda ra LASER IM AGED 72if, !1 44C , The ICD site plan shows the building positioned on this triangular remnant parcel along the western and northern property lines with parking and required landscaping areas to the east and southward toward the Santa Clara Street. The shape of the parcel has resulted in a significant amount of landscaping being set aside within the site near Fifth Avenue and on the southern property line adjacent to the street. The primary building material used to construct the office is a tan split faced block. The building itself is generally rectangular in shape with the southern corner being a rounded (40' radius) glass atrium. The south and east facades feature vertical windows running from ground level to the top of the building parapet. ICD intends to accent this vertical element by planting large palm trees along the building elevation. Before this project can proceed, the Agency needs to approve both the revised architectural concept plans and the DDA. On November 17, 1987, Emkay Development Company entered into a development agreement with the Agency which obligated them to develop the Northside Project. Part of this project included the above described remnant parcel. The DDA being considered here assigns the development rights and responsibilities from Emkay to ICD. The DDA requires that ICD complete the proposed facility by December 31, 1998. ENVIRONMENTAL ANALYSIS: As part of the Conditional Use Permit process, a Negative Decalration was prepared and approved by the Planning Commission (November 12, 1997) for this project. It is included here as Attachment No. 4. The environmental impacts for the Northside Project were previously assessed in a Final Environmental Impact Report (FEIR) certified by the Agency on Neyember 17, 1987. FISCAL IMPACT: The Agency had incurred and will incur certain costs for out-of-pocket legal expenses to review documents and prepare the DDA. As directed on October 7, 1997, ICD has paid the required $5,000 non-refundable administrative and assignment fee to cover the Agency's document preparation expenses. No additional expenses are anticipated. RECOMMENDATION: 1. That the Agency review and approve the ICD architecture and hardscape site plans and design (Attachment No. 2). 2. That the Agency approve the proposed amended and restated DDA among the Arcadia Redevelopment Agency, Emkay Development Company and ICD/Heatflex, Inc. (Attachment No. 3), subject to minor revisions approved by the Agency Attorney as to form, and authorize the Executive Director to execute all documents related thereto on behalf of the Agency. Approved: • William R. Kelly, Executive Director DRC:dc • • �� LOCATION MAP ICD/HEATFLEX DEVELOPMENT �0 - NORTH 0Th, JOHNSON Q O V �h� NO SCALE U Z 0 O LL rsii i/,_, >_ >_ ,_ ,_ L s 7 -,, -a- . ,_J: ,,, oj PROPOSED CITY OF ARCADIA ICD/H EAT F L EX (SAINT JOSEPH ST.WATER PLANT) PROPOSED EXTENDED BUILDING STAY HOTEL D D WESTERN SECURITY BANK PAR Allibli . 2 T E. SANTA CLARA STREET I / \!— \ 9/97 ,I N • at • . S • • ••••• -- . '� r 7A0'�S E a]CCILADt &.0 * L830CIATL7 • R.M ItArl A.S I. • roo1111.1.rR■!RAT flTRA,TATR 7101 n.R emus nAa rw ■ • • Mid INNINL ...wok MI �...... .w. .w. t::: • iVi •% i .M•K.". w N.•AIM N 1 ` I 'N,01!Pt.*IMI!r. )I . : 4ig I.e." 'la 41111*,*''S 41 • I T SDR0,TATAn1RR;A I • % PARCEL 7 ArrRe V■D 1.0r1.1.Sill 1 a",RAR.y � 1 •Ma tI � t • • 1.1 s' J • r . F ✓ e•'''' - J • ;• • • • ki;r11 \ ,I. '� "'�w4�� PRELIMINARY SITE PLAN • \\ NORTH BIDE OF C. 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Code $61031 (Space above for Recorder's Use) AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT among THE ARCADIA REDEVELOPMENT AGENCY a California public agency, EMKAY DEVELOPMENT, INC. a Nevada corporation D F(; i U 1R97 and INDUSTRIAL INVESTORS, LLC a California limited liability company [Dated as of December 16,1997 for reference purposes only] R\Plit3•,}:S:R'•36530 Attachment No. 3 TABLE OF CONTENTS Page No. 1.1 Parties to Agreement -1- 1.1.1 The Agency -1- 1.1.2 The Developer -1- 1.1.3 The Assignee -1- 1.1.4 Binding on Permitted Successors and Assigns -2- 1.2 Effective Date -2- 2. RECITALS ABOUT THE PLAN AND PROJECT -3- 2.1 The Redevelopment Plan and Project Area. -3- 2.2 Purpose of this Agreement -3- 2.3 Prior DDA -4- 2.4 Prior Conveyance by Agency to Developer -4- 2.5 Developer's Prior Development Obligations and Legal Description of Property. -4- 2.6 EMKAY/ESA Amended and Restated Disposition and Development Agreement. -4- 2.7 Release of Remainder Parcel from EMKAY/ESA DDA and Development Thereof in Accordance with this Agreement -5- 3. SPECIAL TERMS -5- 3.1 Effect of DDA with Respect to the Site and the Property. -5- 3.2 Scope of Development. -6- 3.2.1 Development of Remainder Parcel -6- 3.3 Schedule of Performance. - -6- 3.4 Amount of Insurance -6- 3.5 Agreement Length and Exhibits -7- 3.6 Payment to Cover Agency Legal and Other Expenses -7- r 4. STANDARD TERMS -7- 4.1 Taxes and Assessments -7- 4.2 Soils Conditions of the Remainder Parcel -8- 4.3 Design and Development Standards -8- 4.4 Preparation of Construction Drawings and Related Documents -8- 4.5 Agency Approval of Plans, Drawings and Related Documents -8- 4.6 Cost of Construction -9- 4.7 Construction and Development Schedule of Performance -9- 4.8 Indemnity and Insurance -9- 4.9 Governmental Permits and Compliance With Laws -11- 4.10 No Discrimination -11- 4.10.1 In deeds -11- 4.10.2 In leases -12- 4.10.3 In contracts -12- R VPLI3}J;R'36530 -1- 4.11 Rights of Access -12- 4.12 Affirmation of Agency's Power of Termination and Amendment Thereto -13- 4.12.1 Continuance of Existing Power of Termination -13- 4.12.2 Remainder Parcel -13- 4.12.3 Agency Review of Remainder Parcel Grant Deed -16- 4.12.4 Mortgagee Protection -17- 4.12.6 Procedure for Documenting Revesting; Waivers -17- 4.12.7 Stipulation and Contingent Creation of New Power of Termination -19- 4.13 Prohibition Against Transfer -19- 4.14 Permitted Encumbrances -21- 4.15 Certificate of Completion -22- 4.16 Covenants Running With the Land -23- 4.16.1 Use Covenant -23- 4.16.2 No Conveyance to Tax Exempt Entity -23- 4.16.3 No Property Tax Contest. -24- 4.16.4 Operation Covenant -24- 4.17 General Damages and Other Remedies -25- 4.18 Notices and Demands -26- 4.19 Nonliability of Agency Officials and Employees -26- 4.20 Time Deadlines Critical; Extensions and Delays; No Excuse Due to Economic Changes -26- 4.21 Attorney's Fees -27- 4.22 Real Estate Commissions -27- 4.23 Submission of Documents and Other Actions for Approval -27- 4.24 Amendments to This Agreement -27- 4.25 Jurisdiction and Venue. -28- 4.26 Interpretation -28- 4.27 Counterpart Originals; Integration. r -29- 4.28 No Waiver -29- 4.29 No Unintended Third Party Beneficiaries -29- EXHIBIT 1-A - Legal Description of Remainder Parcel -35- EXHIBIT 1-B - Map of Remainder Parcel -36- EXHIBIT 2-A - Remainder Parcel Scope of Development -37- EXHIBIT 2-B - Remainder Parcel Site Plan -38- EXHIBIT 2-C - Remainder Parcel Elevations -39- EXHIBIT 2-D - Remainder Parcel Landscaping Plans -40- R\'F'LB}:-}:R 36530 -Il- f EXHIBIT 3 - Schedule of Performance -41- EXHIBIT 4 -Soils Condition Warranty -43- r r K\'1'Lii 3:}:1.36530 -111- 1. PARTIES AND EFFECTIVE DATE 1.1 Parties to Agreement 1.1.1 The Agency. The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community Redevelopment Law of the State of California. The address of the Agency is P.O. Box 60021, Arcadia, CA 91066-6021; telephone number (818) 574-5408; facsimile number (818) 447-3309. As used in this Agreement, "Agency" means The Arcadia Redevelopment Agency and any assignee of or successor to its rights, powers and responsibilities. 1.1.2 The Developer. The Developer is EMKAY Development, Inc., a Nevada corporation. The address of the Developer for purposes of this Agreement is: 720 Park Boulevard, Plaza IV, Fifth Floor, Boise, Idaho 83712; P.O. Box 73, Boise, Idaho 83729; telephone number (208) 386-5875; facsimile number (208) 386-5498. The Developer represents and warrants to Agency that: (i) it is a duly formed corporation, organized, existing and in good standing under the laws of the State of Nevada and qualified to do business in California, (ii) the individual(s) executing this Agreement is/are authorized to execute this Agreement on behalf of the Developer, and (iii) the Developer has taken all actions required by law to approve the execution of this Agreement. 1.1.3 The Assignee. The Assignee is Industrial Investors LLC, a California limited liability company. The address of the Assignee for purposes of this Agreement is:-198 Green Mountain Drive, Palm Desert, California 92211; telephone number (760) 341-7798 or (818) 957-2442; facsimile numbers (760) 341-1544 and (818) 957-8437 (delivery to both facsimile numbers required). The Assignee represents and warrants to the Agency: (i) it is a duly formed limited liability company, organized, existing and in good standing under the laws of the State of California, and qualified to do business in California (ii) the individual(s) executing this Agreement is/are authorized to execute this Agreement on behalf of the Assignee, and RVPL13 KKR 36530 -1 (iii) the Assignee has taken all actions required by law to approve the execution of this Agreement. 1.1.4 Binding on Permitted Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall, as made applicable by the specific terms hereof, be binding on and shall inure to the benefit of the Assignee and its permitted nominees, successors and assigns. Wherever the term "Assignee" is used herein, such term shall include any permitted nominee, assignee or successor of the Assignee. The qualifications and identity of the Assignee are of particular concern to the Agency, and it is because of such qualifications and identity that the Agency has entered into this Agreement with the Assignee. No voluntary or involuntary successor-in-interest of the Assignee shall acquire any rights or powers under this Agreement except as expressly set forth herein. The Assignee may not assign or transfer all or any part of its rights and obligations under this Agreement, or all or any part of the Remainder Parcel (hereinafter defined), without the prior written approval of the Agency, which may be given or withheld as provided in Section 4.13. 1.2 Effective Date. This Agreement will not become effective until the date ("Effective Date") on which both of the following are true: (i) it has been approved by the Agency's governing board; and (ii) it has been executed by the appropriate authorities of the Agency, the Developer, and the Assignee; provided, however, that if Assignee fails to acquire fee title to the Remainder Parcel by June 30,1998, for any reason whatsoever (other than an uncured material default of the Agency), and without regard to the fault or lack thereof of the Assignee or the Developer, then any party to this Agreement may terminate this Agreement without cost, expense or liability. Anything to the contrary in this Agreement notwithstanding, including, without implied limitation, Sections 2.7 and 3.1 hereof, upon such termination, the EMKAY/ESA DDA (hereinafter defined) shall once again become effective as to the Remainder Parcel and all terms, provisions, and covenants of the EMKAY/ESA DDA shall once again apply to the Remainder Parcel as if this Agreement had never become effective. This Agreement shall be executed by the appropriate authorities of the Developer and the Assignee prior to its presentation to the Agency's governing board for consideration and possible approval. If the Agency's governing board approves this Agreement, it shall be executed -2- RVPL13'3:f:k 36530 by the Agency's designated authority within ten (10) days following such approval and shall thereafter be recorded in the official records of Los Angeles County. If the Agency's governing board does not approve this Agreement on or before January 31,1998, or, if it approves this Agreement by said date but thereafter fails to execute this Agreement on or before the ten (10) day period set forth above, then either the Developer or the Assignee may advise the Agency in writing that they are voiding their execution of this Agreement and, upon such notice, this Agreement may not thereafter become effective. 2. RECITALS ABOUT THE PLAN AND PROJECT 2.1 The Redevelopment PIan and Project Area. The City Council of the City of Arcadia ("City") has approved and adopted a Redevelopment Plan ("Redevelopment Plan") for a redevelopment project known as the Central Redevelopment Project Area ("Project Area") by its adoption of Ordinance No. 1490, as last amended on November 1, 1994. This Agreement is subject to the provisions of the Redevelopment Plan as it now exists and as it may be subsequently amended. The Redevelopment Plan is hereby incorporated by this reference. The Project Area is located in the City of Arcadia, California; its boundaries are specifically described in the Redevelopment Plan. 2.2 Purpose of this Agreement. This Agreement implements the Redevelopment Plan for the Project Area by providing for the development of the Remainder Parcel (hereinafter defined) by the construction of an approximately 18,000 square foot research and development, office and warehouse building, as defined in, and in accordance with, the Remainder Parcel.Scope of Development (Exhibits 2-A through 2-D). The development of the Remainder Parcel (hereinafter defined) pursuant to this Agreement is in the best interests of the City and Agency and the health, safety, morals and welfare of its taxpayers and residents and is in accordance with public purposes set forth in federal, state and local law and regulation. Implementation of this Agreement will further the goals and objectives of the Redevelopment Plan and the City's General Plan by strengthening the City's land use and social structure and by alleviating economic and physical blight within the Project Area. RVPUB}:3:R'36530 -3- 2.3 Prior DDA. The Agency and Developer are parties to that certain agreement entitled "Disposition and Development Agreement" ("Original DDA") dated November 17, 1987, recorded as Instrument No. 87-1913901. The Original DDA has been amended subsequent to its adoption. As used in.this Agreement, the term "DDA" means the Original DDA, as amended prior to the Effective Date of this Agreement. 2.4 Prior Conveyance by Agency to Developer. Pursuant to the Original DDA, the Agency conveyed certain parcels of real property (defined in the Original DDA as the "Site") to the Developer. The Site consisted of several subparcels, identified in the Original DDA as "Parcels 1 through 3" and "Parcels D and E." 2.5 Developer's Prior Development Obligations and Legal Description of Property. Pursuant to the DDA, the Developer was required to develop the Site as a mixed use commercial complex ("Development") consisting of hotel, office and restaurant uses, all as more particularly described in the DDA and its attachments. Although the Developer constructed part of the Development as required by the DDA, the Developer has not satisfied its obligations under the DDA with respect to the development of Parcel E. Parcel E shall hereinafter be referred to in this Agreement as the "Property." 2.6 EMKAY/ESA Amended and Restated Disposition and Development Agreement. The Agency, the Developer and ESA Management, Inc;.are parties to that certain agreement entitled "Amended and Restated Disposition and Development Agreement" ("EMKAY/ESA DDA") dated as of February 18, 1997, which was recorded on September 18, r 1997, in Los Angeles County Official Records as Document No. 97-1442181. The EMKAY/ESA DDA superseded and novated the Original DDA, but only with respect to the Property. The EMKAY/ESA DDA was prepared and approved in contemplation of the Developer's subdivision of the Property into two separate parcels, identified in the EMKAY/ESA DDA as the "Assignee Parcel" and "Remainder Parcel," respectively, and Developer's conveyance of fee title to the "Assignee Parcel" to ESA Management, Inc. Such conveyance occurred and the Assignee Parcel (as defined in the EMKAY/ESA DDA) is now held, and development shall take place thereupon, subject to the terms, conditions and requirements of the EMKAY/ESA DDA. The Developer retained ownership of the Remainder Parcel. A legal description of the Remainder Parcel is attached as Exhibit 1-A and a map of the Remainder Parcel is attached RVP1-13 KKR 36530 -4- • as Exhibit 1-B. Pursuant to the EMKAY/ESA DDA, the Remainder Parcel was to be landscaped (as an interim measure) and ultimately developed in accordance with the terms, conditions and requirements of the EMKAY/ESA DDA. 2.7 Release of Remainder Parcel from EMKAY/ESA DDA and Development Thereof in Accordance with this Agreement. The Developer now desires to convey the Remainder Parcel to the Assignee and the Assignee desires to acquire the Remainder Parcel from the Developer. Subject to the terms and conditions of this Agreement, and upon the occurrence of the Effective Date of this Agreement, the Remainder Parcel shall be released from the terms, conditions and requirements of the EMKAY/ESA DDA, and shall thereafter be held, enjoyed, conveyed and developed in accordance with the terms, conditions and requirements of this Agreement. The occurrence of the Effective Date of this Agreement shall constitute, without need for further action by the Agency or the Developer, a release of the Remainder Parcel from the terms, conditions and requirements of the EMKAY/ESA DDA, except as otherwise provided in Sections 3.1 and 4.12 of this Agreement. 3. SPECIAL TERMS 3.1 Effect of DDA with Respect to the Site and the Property. The Developer and the Agency agree that the DDA, and their respective rights and obligations thereunder, shall remain in effect without modification with respect to all portions of the Site, excluding the Property. The DDA shall continue to govern the Agency's and Developer's rights and obligations v r with respect to the remainder of the Site (as defined in the DDA, i.e., the Site excluding the Property.) The Agency acknowledges that the EMKAY/ESA DDA shall remain in effect without modification with respect to all portions of the Property, excluding the Remainder Parcel. The EMKAY/ESA DDA shall continue to govern the Agency's and ESA Management, Inc.'s rights and obligations with respect to the Assignee Parcel (as defined in the EMKAY/ESA DDA). From and after the Effective Date of this Agreement, the Agency's, Developer's, and Assignee's rights and obligations with respect to the Remainder Parcel will no longer be controlled by the EMKAY/ESA DDA, but rather by the terms of this Agreement and the provisions of that certain agreement entitled "Soils Condition Warranty," which is attached hereto as Exhibit 4 and which was attached as an Attachment to the Original DDA. By such attachment RVPUB}.}.R 36530 -5- to this Agreement, however, the parties do not intend to modify in any way whatsoever their liabilities, obligations and rights, if any, under said Soils Condition Warranty, except to extend the Soils Condition Warranty to the Assignee as to the Remainder Parcel. All covenants running with the Remainder Parcel as set forth in the EMKAY/ESA DDA shall be released as of the Effective Date of this Agreement and replaced with those,covenants set forth herein. Thus, the Agency's rights pursuant to Section 5.07 of the DDA and Section 4.12 of the EMKAY/ESA DDA ("Power of Termination") relate to the Site excluding the Property, and the Property excluding the Remainder Parcel, respectively, and the Assignee, as successor in interest to the Developer as to the Remainder Parcel, shall hold title to the Remainder Parcel subject to the Power of Termination of the Agency, which has been restated (with modifications) • in its entirety in Section 4.12 of this Agreement. 3.2 Scope of Development and Development of Remainder Parcel. The Remainder Parcel shall be developed by the Assignee as an approximately 18,000 square foot research and development, office and warehouse building ("Assignee Project"), in accordance with those plans and specifications submitted to the City of Arcadia and Agency, on file therein, and identified in Exhibits 2A-2D ("Remainder Parcel Scope of Development"). 3.3 Schedule of Performance. The Agency and Assignee shall perform their respective obligations in accordance with the Schedule of Performance attached as Exhibit 3. Deadlines for performance as set forth in the Schedule of Performance may be extended from time-to-time in the reasonable discretion of the Agency's Executive Director without the need for r the Agency's governing board's authorization; provided, however, that, such extensions of-time may not exceed three (3) months in the aggregate. 3.4 Amount of Insurance. The limits of liability required in the insurance policies in Section 4.8 are the following: 3.4.1 $2,000,000 for any person; and 3.4.2 $3,000,000 for any occurrence; and 3.4.3 $1,000,000 for any property damage. k\•PL13 3:F:k36530 -6- • 3.5 Agreement Length and Exhibits. This Agreement consists of pages 1 through 31, inclusive, and Exhibits 1 through 4 attached hereto and incorporated by this reference, which constitute the entire understanding and agreement of the parties. 3.6 Payment to Cover Agency Legal and Other Expenses. The Assignee agrees to reimburse the Agency for all third party costs and expenses ("Outside Expenses") incurred and paid by the Agency with respect to the negotiation and preparation of this Agreement. Outside Expenses include, without limitation, fees and expenses of outside legal counsel and other consultants. The maximum amount of Outside Expenses for which the Agency may be reimbursed pursuant to this Section 3.6 is the sum of$5,000. The Agency acknowledges prior receipt of this payment. 4. STANDARD TERMS 4.1 Taxes and Assessments. Any assessments and ad valorem taxes on the Remainder Parcel levied, assessed or imposed for any period prior to the conveyance of title of the Remainder Parcel to the Assignee shall be paid by the Developer. The Developer shall timely pay all such taxes and assessments levied against the Remainder Parcel prior to the conveyance of title to the Assignee. All assessments, ad valorem taxes, possessory interest taxes and personal property taxes levied or imposed upon the Remainder Parcel for any period following conveyance of the Remainder Parcel to the Assignee shall be paid by the Assignee. The Assignee shall timely pay all taxes and assessments levied against the Remainder Parcel subsequent to the conveyance of title to the Assignee. 4.2 Soils Condition of the Remainder Parcel. Subject to the terms of the Soils Condition Warranty described in Section 3.1, if the Assignee determines that the soils condition of the Remainder Parcel is not in all respects entirely suitable for the use or uses to which the Remainder Parcel will be put, then, as between the Assignee and the Agency, it shall be the sole responsibility and obligation of the Assignee at its expense to take such action as may be necessary to place the soils condition of the Remainder Parcel in a condition suitable for the development of the Remainder Parcel in accordance with this Agreement. k\'PL73}:}:R'36530 -7- 4.3 Design and Development Standards. The Assignee shall develop the Remainder Parcel as provided in the Remainder Parcel Scope of Development (Exhibits 2-A through 2-D), this Agreement, and plans and specifications to be provided by the Assignee and approved by the Agency and the City pursuant to this Agreement. 4.4 Preparation of Construction Drawings and Related Documents. The Assignee shall prepare construction and final drawings and related documents for the development of the Assignee Project on the Remainder Parcel and shall submit such drawings and related documents to the City and Agency for review and written approval within the times provided therefor in the Schedule of Performance. Final drawings, plans, and specifications are hereby defined as writings and renderings in sufficient detail to obtain a building permit. Agency staff and the Assignee shall hold regular progress meetings to coordinate the preparation and submission to the City of construction plans and related documents. Agency staff and the Assignee shall communicate and consult informally as frequently as is necessary to assure that the formal submittal of any documents to the City receive prompt consideration. 4.5 Agency Approval of Plans, Drawings and Related Documents. The Agency shall have the right of reasonable review and approval of all plans, drawings and related documents for the development of the Remainder Parcel, including any proposed changes thereto. The Agency may not disapprove refinements which are logical evolutions of previously approved plans. The Agency shall approve or disapprove such plans, drawings, and related documents and any proposed changes thereto within thirty (30) days following initial submission and within r fourteen (14) days for revisions thereto. Any disapproval shall state in writing the reasons for disapproval and the changes which the Agency requests be made. The Assignee, upon receipt of a disapproval, shall, within fourteen (14) days from receipt of notice of disapproval, either (i) revise such plans, drawings and related documents and resubmit them to the Agency or (ii) advise the Agency in writing that the Assignee wishes to confer with the Agency concerning such disapproval. The Agency shall use reasonable good faith efforts to expedite the City's processing and review of the Assignee's plans, in a manner consistent with statute, the City's Municipal Code and this Agreement. RVPUB}:KR 36530 -8- 4.6 Cost of Construction. The cost of developing the Assignee Project on the Remainder Parcel, and constructing all required on-and off-site improvements and providing all utilities therefor, shall be borne by the Assignee at its sole cost, expense, and liability. 4.7 Construction and Development Schedule of Performance. The Assignee shall begin and thereafter complete the construction of the Assignee Project on the Remainder Parcel in accordance with the Remainder Parcel Scope of Development. The Assignee shall begin and complete all construction and development within the times specified in the Schedule of Performance, subject to such reasonable extensions as may be granted by the Agency's Executive Director in accordance with Section 3.3 and to Enforced Delays (as provided in Section 4.20.) During the period of construction, the Assignee shall report to the Agency when the Assignee determines that it will not meet a performance deadline set forth in the Schedule of Performance. The reports shall be in such form and detail as may reasonably be required by the Agency and shall include construction photographs taken since the last report. 4.8 Indemnity and Insurance. The Assignee agrees to and shall defend, indemnify and hold the Agency and City, and their officers, directors, agents, servants, employees and contractors harmless from and against all liability, loss, damage, costs, or expenses (including reasonable attorney's fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss or damage whatsoever caused to any person or to the property of any person and which shall be directly or indirectly caused by any acts, errors or omissions of the Assignee or its officers, directors, agents, servants, employees or contractors. The Assignee shall not be responsible for (and such indemnity shall not apply to) any acts, errors or omissions of the Agency or the City, or their respective officers, directors, agents, servants, employees or contractors. The Agency and City shall not be responsible for any acts, errors or omissions of any person or entity under this Agreement except the Agency and the City and their respective officers, agents, servants, employees or contractors. The obligation set forth in this paragraph (i) shall apply only to acts, errors or omissions occurring prior to the issuance of a Certificate of Completion for the Assignee Project, and (ii) shall survive the expiration or termination of this Agreement. The foregoing indemnity applies to the City only as and to the extent it is considered an alter ego of the Agency or a party to this Agreement, and does not extend to any other activities of the City, including, RVI'Ll3}:I R'36530 -9- • without limitation, the exercise of its customary municipal functions with respect to the Assignee Project. Prior to the commencement of construction on the Remainder Parcel, the Assignee shall furnish or cause to be furnished to the Agency duplicate originals or appropriate certificates of commercial general liability (which must include coverage for both owned and hired vehicles) insurance policies in the amounts set forth in Section 3.4, naming the Agency and the City as additional or co-insured. The policies shall be "occurrence", not "claims made," policies and shall be primary and non-contributing to any insurance that the Agency may elect to obtain. The policies shall be issued by a carrier admitted to do business in California, with a Best's rating of B+ XII or better. Said policies shall provide that they may not be canceled or reduced in coverage or amounts without giving the Agency at least thirty (30) days prior written notice. The policy amounts set forth in Section 3.4 shall not limit Or define the extent of Assignee's indemnity liability pursuant to this Section 4.8 or any other provision of this Agreement, or arising as a matter of law or at equity. Upon the Agency's written request, the Assignee shall also furnish or caused to be furnished to the Agency evidence satisfactory to the Agency that any contractor with whom it has contracted for the performance of work on the Remainder Parcel carries workers' compensation insurance as required by law. The obligations set forth in this paragraph shall terminate upon the Agency's issuance of a Certificate of Completion for the Assignee Project. The Agency agrees to and shall defend, indemnify and hold the Assignee and its members, officers, directors, agents, servants, employees and contractors, harmless from and r r against all liability, loss, damage, costs, or expenses (including reasonable attorneys fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss or damage whatsoever caused to any person or to the property of any person and which shall be directly or indirectly caused by any acts, errors or omissions of the Agency or of its officers, directors, agents, servants, employees or contractors. The Agency shall not be responsible for (and such indemnity shall not apply to) any acts, errors, or omissions of the Assignee, or of its members, officers, directors, agents, servants, employees or contractors. The Assignee shall not be responsible for any acts, errors, or omissions of any person or entity under this Agreement except the Assignee and its members, officers, directors, agents. servants, employees or contractors. The obligation set forth in this paragraph (i) shall apply only to acts, errors or omissions occurring R\'PL13 F:}R 3653G -1 0- prior to the issuance of a Certificate of Completion for the Assignee Project, and (ii) shall survive the expiration or termination of this Agreement. 4.9 Governmental Permits and Compliance With Laws. Before commencement of construction or development of any buildings, structures or other work of improvement upon the Remainder Parcel, the Assignee shall, at its own expense, secure or cause to be secured any and all permits or approvals which may be required by or from the City or any other governmental agency. The Agency shall provide reasonable non-fmancial assistance to the Assignee in securing these permits or approvals. The Assignee shall carry out the construction of the Assignee Project on the Remainder Parcel in conformity with all applicable laws, including all applicable federal and state labor and safety standards. 4.10 No Discrimination. The Assignee, for itself and its successors and assigns, agrees that in the construction of the Assignee Project, the Assignee will not discriminate against any employee or applicant for employment because of sex, marital status, race, color, religion, creed, national origin, or ancestry, and that the Assignee will comply with all applicable local, state and federal fair employment laws and regulations. The Assignee covenants and agrees for itself, its successors, assigns and every successor in interest to the Remainder Parcel or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Remainder Parcel, nor shall the Assignee, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use of occupancy of tenants, lessees, subtenants, sublessee or vendees of the Remainder Parcel. The foregoing covenants shall run with the land and shall remain in effect in perpetuity. All deeds, leases or contracts relative to the Remainder Parcel or the improvements constructed thereon shall contain or be subject to substantially the following nondiscrimination or non-segregation clauses, pursuant to California Health and Safety Code Section 33436. 4.10.1 In deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account R VPL13 3:1:R'36530 -1 1- of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land in perpetuity." 4.10.2 In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon the subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land herein leased." 4.10.3 In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with r reference to the selection, location, number, use, or occupancy of tenants, lessees subtenants, • sublessees or vendees of the land." 4.11 Rights of Access. Upon one (1) business day's prior notice, for the purpose of assuring compliance with this Agreement, representatives of the Agency shall have reasonable right of access to the Remainder Parcel without charge during normal business hours, and in accordance with the Assignee's reasonable safety rules. The Agency agrees to and shall defend, indemnify and hold the Assignee, and its officers, directors, agents, servants, employees and contractors harmless from and against all liability, loss, damage, costs or expenses (including reasonable attorney's fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss or damage RVPL13 KKR 36530 -1 7- whatsoever caused to any person or to the property of any person and which shall be directly or indirectly caused by any acts, errors or omissions of the Agency or its officers, directors, agents, servants, employees or contractors with respect to the Agency's entry upon the Remainder Parcel. The Agency shall not be responsible for (and such indemnity shall not apply to) any acts, errors or omissions of the Assignee, or its respective officers, directors, agents, servants, employees, attorneys or contractors. 4.12 Affirmation of Agency's Power of Termination and Amendment Thereto. 4.12.1 Continuance of Existing Power of Termination. Section 5.07 of the • DDA granted to the Agency the right to reenter, repossess, terminate the revest the estate granted to the Developer in the Site upon the occurrence of certain conditions as set forth in said Section 5.07. Although those conditions described in Section 5.07 of the DDA have occurred with respect to the Property, the Agency elected at that time to not exercise those rights and remedies available to the Agency as to the Property under Section 5.07 of the DDA. Section 4.12 of the EMKAY/ESA DDA confirmed the Agency's Power of Termination with respect to the Property. By their entry into this Agreement, the Developer and the Assignee agree that the Agency still possesses a valid power of termination and that title to the Remainder Parcel shall be conveyed subject to the Agency's rights as described in Section 5.07 of the DDA, as restated (with modifications) in its entirety in this Section 4.12; provided, however, that Agency may not exercise its Power of Termination with respect to the Remainder Parcel based upon the Developer's acts or failures to act occurring before the Effective Date of this Agreement. 4.12.2 Remainder Parcel. The Agency shall, upon thirty (30) days written notice to the Assignee, have the right at its option and due to any cause set forth in this Section 4.12.2 and for the compensation set forth below to terminate the estate vested in the Assignee and take possession of the Remainder Parcel, together with all improvements thereon, and to revest in the Agency fee simple title to the Remainder Parcel if the Assignee (or its successors in interest) shall: (i) Subject to Section 4.20, fail (for any reason other than the Agency's material default, which includes the failure to issue a Certificate of Completion when otherwise required to do so by this Agreement) to RVPL"U S:KR'36530 -13- , obtain a Certificate of Completion for the Assignee Project by December 31,1998 ; or (ii) Abandon or substantially suspend, or allow the abandonment or substantial suspension of, construction of all or any portion of the Assignee Project for thirty consecutive (30) days after written notice of such abandonment or suspension from the Agency; or (iii) Assign or attempt to assign this Agreement, or any rights or obligations herein, or transfer, or suffer any involuntary transfer, of the Remainder Parcel or any part thereof, in violation of this Agreement or the DDA, and such violation shall not have been cured, or commenced to be cured and diligently prosecuted to completion thereafter, within thirty (30) days after written notice thereof from the Agency. Thirty-day written notice specified in this Section 4.12.2 shall specify that the Agency proposes to take action pursuant to this Section 4.12.2 and shall specify which of the Assignee's obligations set forth in (i) through (iii) above have been breached. The Agency may proceed with the remedies set forth herein only if the Assignee does not cure such default within thirty (30) days following such notice. If the Agency fails to approve or disapprove any submission presented by the Assignee within the times allowed for such approval or disapproval by this Agreement, then the deadline for obtaining a Certificate of Completion set forth in (i) above shall be extended by r the number of days that the Agency delays giving its approval or disapproval beyond the time allowed for such approval or disapproval in this Agreement; provided, however, that no extension of time shall be allowed for unpermitted delays which are less than five (5) days. Upon the revesting in the Agency of title to the Remainder Parcel by grant deed or court decree, the Agency shall use its reasonable good faith efforts to resell the Remainder Parcel at fair market value as soon and in such manner as the Agency shall find feasible and consistent with the objectives of the law and of the Redevelopment Plan, to a qualified and responsible party or parties (as reasonably determined by the Agency) who will assume the Assignee's obligation to begin and/or complete the Assignee Project, or such other replacement project acceptable to the Agency in its sole and absolute discretion, in accordance with this P.\'PL1T}:}:R 36530 -14- Agreement and the Redevelopment Plan. Upon such resale of the Remainder Parcel (or any portion thereof), the proceeds thereof shall be applied as follows: (i) First, to pay any and all amounts required to release/reconvey any mortgage, deed of trust, or other encumbrance required for any reasonable method of financing the construction of the Assignee Project, provided that such financing was approved by the Agency pursuant to Section 4.14; and (ii) Second, to reimburse the Agency on its own behalf or on behalf of the City for all actual costs and expenses incurred by the Agency and the City, including, but not limited to, customary and reasonable fees or salaries to third party personnel engaged in such actions, in connection with the recapture, management and resale of the Remainder Parcel or any part thereof; all taxes, assessments and utility charges paid by the City and/or the Agency with respect to the Remainder Parcel or portion thereof; any payment made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations incurred by the Assignee or the Agency or the City with respect to the making or completion of the Assignee Project or any part thereof upon the Remainder Parcel; and amounts otherwise owing to the Agency by the Assignee or its successors in interest to the Remainder Parcel or any part thereof pursuant to the terms-hereof; and (iii) Third, to the extent that any and all funds which are proceeds from such resale are thereafter available, taking into account any prior encumbrances with a claim thereto, to reimburse the Assignee, or its successors in interest to the Remainder Parcel or any part thereof, equal to the sum of (1) the product of$13.00/sq.ft. multiplied by the actual square footage of the Remainder Parcel; and (2) the third party costs actually incurred and paid by the Assignee for the development of the Remainder Parcel including, but not limited to, costs of carry, taxes, and items as set forth in the Assignee's cost statement, which shall be RVI'L"I3 3;F:R 36530 -l 5- subject to the Agency's reasonable approval; provided, however, that the Assignee shall not be entitled to reimbursement for any expenses described in (1) or (2) to the extent that such expenses relate to any loans or other encumbrances which are paid by the Agency pursuant to the provisions of subsections (i) or (ii) above, or which related to liens or other encumbrances which are paid by the Agency pursuant to subsection (i) or (ii) above. Any portion of the resale proceeds remaining after the foregoing applications shall be retained by the Agency as its sole and its exclusive property. To the extent that the Agency has incurred or incurs certain costs and expenses which are recoverable from resale proceeds of the Remainder Parcel as provided above, but which were in the first instance incurred with respect to the Property as a whole, then such costs and expenses shall be allocated to the Remainder Parcel by a percentage equal to the quotient obtained by dividing the actual gross square footage of the Remainder Parcel by the actual gross square footage of the Property. 4.12.3 Agency Review of Remainder Parcel Grant Deed. The Agency shall have the right of reasonable review and approval of the grant deed conveying the Remainder Parcel from the Developer to the Assignee for the limited purposes of ensuring that such grant deed contains legally adequate language describing the Agency's rights hereunder and that the Remainder Parcel is being conveyed expressly subject to such rights. 4.12.4 Mortgagee Protection. The right of the Agency to reenter, repossess, terminate, and revest shall be subject and subordinate to, shall be limited by and shall not defeat, render invalid or limit any mortgage, deed of trust or other security interest required for any reasonable method of financing the construction of improvements on the Remainder Parcel and any other expenditures necessary to appropriately develop the Remainder Parcel under this Agreement, provided that the Agency has, as provided in Section 4.14, consented to such financing, or any rights or interests for the protection of the holders of any such mortgage, deed of trust or other security interest. In the event of the foreclosure of any mortgage, deed of trust or other security instrument approved by the Agency as provided in Section 4.14, then the Agency's power of termination as to the Remainder Parcel shall be extinguished and the Agency RVPUB J J.R 36530 -16- shall have no right to reenter, repossess, terminate and revest the Remainder Parcel. The Agency shall execute such documents as such holder(s) or lender(s) may require to confirm the foregoing. Prior to the issuance of Certificate of Completion for the Assignee Project, any grant deed or ground lease to the Remainder Parcel or any portion thereof conveyed or leased by the Assignee to another party shall contain appropriate references and provisions to give effect to the Agency's rights as set forth in this Section 4.12. 4.12.6 Procedure for Documenting Revesting; Waivers. Upon the Agency's exercise of its rights and powers as provided in this Section 4.12, the Assignee or its successors shall convey by grant deed to the Agency fee simple title to the Remainder Parcel (as applicable) in accordance with Civil Code Section 1109, as hereafter amended or substituted. Such conveyance shall be duly acknowledged by the Assignee in a manner suitable for recordation. The Agency may enforce its rights pursuant to this Section 4.12 by means of an injunctive relief or forfeiture of title action. IMMEDIATELY FOLLOWING THE 30 DAY PERIOD SPECIFIED IN SECTION 4.12.2, THE AGENCY, ITS EMPLOYEES AND AGENTS SHALL HAVE THE RIGHT TO REENTER AND TAKE POSSESSION OF ALL OR ANY PORTION OF THE REMAINDER PARCEL (AS APPLICABLE) AND ITS IMPROVEMENTS UPON FIVE (5) BUSINESS DAYS PRIOR WRITTEN NOTICE TO THE ASSIGNEE. BY ITS INITIALS BELOW, THE ASSIGNEE HEREBY EXPRESSLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS WHICH IT MAY HAVE UNDER CIVIL CODE SECTION 791 AND CODE OF CIVIL PROCEDURE SECTION 1162, AS THOSE STATUTES ARE AMENDED OR SUBSTITUTED, OR UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR IMPORT. ASSIGNEE'S INITIALS BY ITS INITIALS BELOW, THE ASSIGNEE ACKNOWLEDGES AND AGREES THAT THE AGENCY'S EXERCISE OF ITS POWER OF TERMINATION AND RIGHT OF REENTRY PURSUANT TO THIS SECTION 4.12 SHALL WORK A FORFEITURE OF ITS ESTATE IN THE REMAINDER PARCEL. THE ASSIGNEE HEREBY EXPRESSLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL RVPL13}:KR 36530 -1 7- EQUITABLE AND LEGAL DEFENSES THAT IT MAY HAVE TO SUCH FORFEITURE, INCLUDING, BUT NOT LIMITED TO, THE DEFENSES OF LACHES, WAIVER, ESTOPPEL, SUBSTANTIAL PERFORMANCE OR COMPENSABLE DAMAGES. THE ASSIGNEE FURTHER EXPRESSLY WAIVES ALL RIGHTS AND DEFENSES THAT IT MAY HAVE UNDER CIVIL CODE SECTION 3275 OR ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR IMPORT OR EFFECT. THE ASSIGNEE IRREVOCABLY STIPULATES, REPRESENTS AND WARRANTS THAT IT HAS RECEIVED INDEPENDENT AND ADEQUATE CONSIDERATION HEREUNDER FOR ITS WAIVER AND RELINQUISHMENT OF RIGHTS. ASSIGNEE'S INITIALS 4.12.7 Stipulation and Contingent Creation of New Power of Termination. The Developer and the Assignee stipulate and agree that the Agency possesses an enforceable Power of Termination as to the Remainder Parcel, as such Powers of Termination are described in California Civil Code Section 885.010, et seg. The Developer and the Assignee irrevocably waive, relinquish and forego, to the maximum legal extent, any and all claims that, by the Agency's election not to immediately enforce its Power of Termination as provided in Section 5.07 of the DDA, that the Agency has waived, relinquished or forfeited, by lapse of time, estoppel, laches, excuse, or otherwise, its rights as set forth in Section 5.07 of the DDA as to the Site; provided, however, that the Agency may not exercise its Power of Termination as to-the Remainder Parcel based upon the Developer's acts or failures to act occurring before the Effective Date of this Agreement. The immediately preceding paragraph notwithstanding, the Developer and Assignee agree that, should a court of competent jurisdiction determine that the Agency's Power of Termination as set forth in Section 5.07 of the DDA was waived, relinquished or forfeited by action of the Agency, operation of law, or otherwise, then this Section 4.12 shall constitute and create a new Power of Termination in favor of the Agency as to the Remainder Parcel, with provisions identical to that set forth in Section 5.07 of the DDA, as amended by this Section 4.12. R\'I'L13 13:Y.36530 -18- 4.13 Prohibition Against Transfer. Prior to the issuance of a Certificate of Completion for the Assignee Project, the Assignee may not, except as permitted by this Section 4.13 or Section 4.14, assign or attempt to assign this Agreement or any right or obligation herein, nor make any total or partial sale, transfer, conveyance, lease, or assignment of the whole or any part of the Remainder Parcel or the improvements thereon, without prior written approval of the Agency, which will not be unreasonably withheld or delayed. Notwithstanding any other provisions of this Agreement to the contrary, the foregoing prohibition shall not apply to those transactions described in Sections 4.13.1, 4.13.2 or 4.13.3 below, provided the Assignee shall first notify the Agency in writing of the proposed action. The actions to which this exception applies are: 4.13.1 The granting of easements or permits to facilitate the development of the Remainder Parcel. 4.13.2 The assignment or delegation of all or portions of the Assignee's rights or obligations hereunder, or the sale, transfer, conveyance, lease or assignment of all or any part of the Remainder Parcel or any improvements thereon, to a limited partnership of which the Assignee is a general partner, or to a limited liability company in which the Assignee or its general manager is the manager, or to a corporation in which the Assignee or its general manager is a "control person" as defined by Federal securities laws, or to a general partnership of which the Assignee or its general manager is a member. r r Any such assignment, sale, transfer or conveyance pursuant to this Section 4.13.2 shall not relieve the Assignee of liability for the timely and faithful performance of any assigned obligation, absent an express agreement between the Agency, the Assignee and the third party transferee to the contrary. The foregoing provisions of this Section 4.13.2 notwithstanding, an assignment to a wholly owned subsidiary of the Assignee with no other assets or liabilities except those relating exclusively to the Assignee Project, and provided that the subsidiary assumes of all the Assignee's liabilities under the Agreement, shall RVPU'II3:1:R3G53o -1 9- operate to relieve the Assignee from its obligations under this Agreement and shall not require the Agency's approval. 4.13.3 The lease of the Remainder Parcel to Integrated Circuit Development Corporation, a California corporation. No unpermitted sale, transfer, conveyance, lease, or assignment of all or any portion of this Agreement or the Remainder Parcel shall be deemed to relieve the Assignee or any other party from any obligation under this Agreement, nor shall any such unpermitted sale, transfer, conveyance or assignment transfer any rights in the Remainder Parcel or this Agreement. 4.14 Permitted Encumbrances. Section 4.13 notwithstanding, mortgages, deeds of trust, sales and leasebacks or any other form of conveyance required for any reasonable method of financing the acquisition of • the Remainder Parcel and construction of the Assignee Project are permitted before recordation of a Certificate of Completion, but only for the purpose of financing the construction (or any refinancing thereof) of the Assignee Project and any other expenditures necessary and appropriate to develop the Remainder Parcel (and no other property(ies)) under this Agreement. The Assignee shall notify the Agency in writing in advance of any mortgage, deed of trust, sale and leaseback or other form of conveyance for financing if the Assignee proposes to enter into same before recordation of a Certificate of Completion. The Agency shall have ten (10) business days from receipt of such notice within which to approve or disapprove such financing. If the Agency disapproves, the disapproval shall be delivered in writing to the Assignee within such thirty-(30) day period and shall state the reason for such disapproval. Agency's failure to timely deliver such written notice of disapproval shall be deemed an approval. The Agency may withhold approval for any of the following reasons: (i) any such conveyance for financing is not given to a responsible financial or lending institution or other person or entity who will finance the development of the Assignee Project in a manner consistent with the terms of this Agreement; (ii) such financing will restrict or impair the ability of the Assignee to carry out its obligations hereunder; (iii) the lender fails to agree to provide the Agency notice of any Assignee default and an opportunity to cure such default and the opportunity to pay off the financing on the same terms as given to the Assignee; and (iv) the lender refuses R\'I'L13 3:F:Y.36530 -7 0- i to execute such documents as are reasonably necessary to confirm that the lender's lien and interest in the Remainder Parcel is subordinate to this Agreement, except for any mortgagee protection provisions contained herein. Upon the Agency's receipt of notice of the Assignee's default from the lender, and the Assignee's subsequent failure to cure such default within the applicable cure period provided by the loan documents, the Agency may cure such default on the Assignee's behalf. The Assignee's failure to cure such default on its own behalf shall be deemed a material default under this Agreement. The Assignee shall reimburse the Agency, within ten (10) days after written demand therefor by the Agency, for all sums reasonably expended by the Agency on the Assignee's behalf. Nothing in this Agreement shall be deemed to obligate the holder of any mortgage, deed of trust or other financing instruments to construct the Assignee Project or to guarantee such construction. Nothing in this Agreement shall be deemed to permit or authorize any such holder to develop the Remainder Parcel or construct improvements thereon except in strict compliance with this Agreement. Any right, title or interest in the Remainder Parcel (or any portion thereof) acquired by any means by any holder of a mortgage, deed of trust, or other form of financing conveyance, or by such holder's assignees or successors, shall be subject to the terms and provisions of this Agreement. The words "mortgage" and "deed of trust" as used herein include all-customary modes of fmancing real estate acquisition, construction and land development in Los Angeles County. r - - 4.15 Certificate of Completion. Upon the Assignee's completion of the construction of the Assignee Project, the Agency shall furnish the Assignee with a Certificate of Completion within thirty (30) days following written request therefor by the Assignee. The Certificate of Completion shall be a conclusive determination of satisfactory completion of all of the improvements required to be completed under this Agreement for the development of the Assignee Project and of full compliance by the Assignee with the terms of this Agreement (other than the covenants running with the Remainder Parcel as set forth in Sections 4.10 and Section 4.16). The Certificate of Completion shall be in such form as to permit it to be recorded in the Los Angeles County Recorder's Office and shall confirm the foregoing. - R\'P1-13J3:R'36530 _7 1 If the Agency refuses or fails to furnish a Certificate of Completion after written request from the Assignee, the Agency shall provide, within the aforementioned thirty (30) day period, a written statement to the Assignee setting forth the reasons for the Agency's refusal or failure to furnish a Certificate of Completion. The Agency's failure to provide such statement within the time provided shall entitle the Assignee to a Certificate of Completion for the Assignee Project. The statement shall contain the Agency's opinion of all the actions the Assignee must take to obtain a Certificate of Completion. If the reasons for such refusal are confined to the immediate unavailability of specific items or materials for construction or landscaping, the Agency shall issue a Certificate of Completion upon the Assignee's posting of a bond or irrevocable letters of credit, reasonably approved as to form and substance by the Agency's legal counsel, in an amount representing the fair value of the work not yet completed, as reasonably determined by the Agency. A Certificate of Completion will not constitute evidence of compliance with or satisfaction of any obligation of the Assignee or a Certificate of Occupancy as provided by City's municipal code or any holder of a mortgage or any insurer of a mortgage. A Certificate of Completion will not constitute a notice of completion as referred to in Civil Code Section 3093. 4.16 Covenants Running With the Land. 4.16.1 Use Covenant. The Assignee covenants and agrees for itself, its assigns and all voluntary and involuntary successors in interest to the Remainder Parcel or any part thereof, that, until the expiration of the Redevelopment Plan, the Remainder Parcel shall be put to the uses specified in the Redevelopment Plan and the City's General Plan and Zoning Ordinances, this Agreement, and any permits or entitlements which may be required for the Assignee Project. 4.16.2 No Conveyance to Tax Exempt Entity. The Assignee covenants and agrees for itself, its assigns and all voluntary and involuntary successors in interest to the Remainder Parcel or any part thereof, that, during all times that the Agency is permitted to receive property tax increment from the Project Area pursuant to Health and Safety Code Section 33670 (as that statute may be substituted or amended), the I3KF:R36530 -27- Remainder Parcel or any portion thereof may not be used, or otherwise sold, transferred, conveyed, assigned, leased, lease-back, or hypothecated to or for any use that is partially or wholly exempt from the payment of real property taxes or which would cause the exemption of all or any portion of such real property taxes. 4.16.3 No Property Tax Contest. The Assignee covenants and agrees for itself, its successors, its assigns and all voluntary and involuntary successors in interest to the Remainder Parcel or any part thereof, that, during all times that the Agency is permitted to receive property tax increment from the Project Area pursuant to Health and Safety Code Section 33670 (as it may be amended or substituted), the Assignee shall not contest the assessed valuation of the Remainder Parcel or any part thereof, as established by the Los Angeles County Assessors Office, in a manner which would cause the assessed value of the Remainder Parcel (or any part thereof) to be less than the product of $13.00 per square foot multiplied by the actual square footage of the Remainder Parcel. 4.16.4 Operation Covenant. The Assignee covenants and agrees for itself, its successors, its assigns and all voluntary and involuntary successors in interest to the Remainder Parcel, Assignee Project or any part thereof, that, until expiration of the Redevelopment Plan, so long as there is any use of the Remainder Parcel or the Assignee Project (or any part thereof), (i) such use shall be for a research and development, office and warehouse building; and (ii) the Remainder Parcel and exterior (including all landscaped areas) and interior portions of the Assignee Project shall be maintained in a first-class condition and in accordance with the standards of the City's municipal code. The covenants set forth in Section 4.10 and Sections 4.16.1 through 4.16.4 touch and concern the Remainder Parcel, and every part thereof, and constitute covenants running with the Remainder Parcel and every part thereof. These covenants may be enforced by the Agency R\'PL"D'.F;.KR 36530 :73- or the City (as an intended third party beneficiary), regardless of whether the Agency or the City currently or continue to own an interest in any property within the Project Area. Assignee hereby irrevocably stipulates and agrees that breach of any of the covenants set forth in Section 4.10 or Sections 4.16.1 through 4.16.4 will result in great and irreparable damage to the Agency and the City, will violate the public policy and the purposes of the Community Redevelopment Law, and will result in damages to the Agency and the City which are either impracticable or extremely difficult to quantify. Accordingly, any covenant set forth in Section 4.10 or Sections 4.16.1 through 4.16.4 may be enforced by means of an injunctive relief or specific performance action against the then-owner of the Remainder Parcel. 4.17 General Damages and Other Remedies. If the Assignee or the Agency defaults with regard to any of their obligations under this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party or parties. If the default is not cured, or commenced to be cured and diligently prosecuted to cure completion, by the defaulting party or parties within thirty (30) days after service of the notice of default, the defaulting party or parties shall be liable to the other party for any and all damages proximately caused by such default; provided, however, that no party to this Agreement shall be liable for speculative or punitive damages and all parties hereby waive all claims to the recovery thereof. The remedies set forth in this Section 4.17 are intended to be cumulative, non- exclusive, and may be exercised conjunctively or independently with any and all other rights and remedies available to the parties pursuant to this Agreement, at law or in equity. At any time prior to the commencement of construction of the Assignee Project, in addition to all other remedies set forth in this Section 4.17 or otherwise available pursuant to this Agreement, at law or in equity, the Agency may terminate this Agreement and all of its obligations and agreements hereunder, without cost, expense or liability, if the Assignee is in material default of any of its obligations under this Agreement and has failed to cure, or commence to cure, such default following written notice from the Agency, as provided in the first paragraph of this Section 4.17. For purposes of this paragraph, the term "commencement of construction" means the Assignee's obtaining of a building permit for the Assignee Project and the City's completion and acceptance of the first building and safety inspection relative thereto, which completion and acceptance shall not be unreasonably or unlawfully withheld or delayed. RVPL73 KKR 36530 -74- Anything to the contrary in this Agreement notwithstanding, including, without implied limitation, Sections 2.7 and 3.1 hereof, upon such termination, the EMKAY/ESA DDA shall once again become effective as to the Remainder Parcel and all terms, provisions, and covenants of the EMKAY/ESA DDA shall once again apply to the Remainder Parcel as if this Agreement had never become effective. 4.18 Notices and Demands. All notices or other communications required or permitted hereunder shall be in writing, and may be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, or (iii) telecopied, to the parties at the addresses/facsimile telephone numbers provided in Section 1.1, subject to the right of either party to designate a different address/facsimile telephone number for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been received on the second business day after the same is deposited in the United States mail. Any notice not so given by registered or certified mail shall be deemed received upon receipt of the same by the party to whom the notice is given. 4.19 Nonliability of Agency Officials and Employees. No board member, official, contractor, consultant, attorney or employee of the Agency or the City shall be personally liable to the Developer or Assignee, any successors or assignees, or any lender or party holding an interest in the Remainder Parcel in the event of any default or breach by the Agency, or for any amount which may become due to the Developer or Assignee or to their successors or assignees, or on any obligations arising under this Agreement. No member, board member, officer, director, official, contractor, consultant, attorney or employee of the Assignee or the Developer shall be personally liable to the City or the Agency, or to their successors or assignees, in the event of any default or breach by the Assignee or the Developer, or for any amount which may become due to the City or the Agency or to their successors or assignees, or on any obligations arising under this Agreement. 4.20 Time Deadlines Critical; Extensions and Delays; No Excuse Due to Economic Changes. Time is of the essence of this Agreement. In addition to specific provisions of this Agreement, times for performance hereunder shall be extended where delays or defaults are due to war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; acts of God or of third parties; litigation; acts of a public enemy; epidemics; quarantine restrictions; and freight • k\'PL7l KKR R 36530 -��- • embargoes, and any other matters beyond the parties' reasonable control (collectively, "Enforced Delays") provided, however, that the party claiming the extension notify the other party of the nature of the matter causing the delay; and, provided further, that the extension of time shall be only for the period of the Enforced Delays. However, deadlines for performance may not be extended as provided above due to any inability of the Assignee to obtain or maintain financing for (i) the acquisition of the Remainder Parcel or (ii) the construction of the Assignee Project. The foregoing notwithstanding, the Assignee expressly agrees that adverse changes in economic conditions, either of Assignee specifically or the economy generally, or changes in market conditions or demands, shall not operate to excuse or delay the strict performance of each and every of the Assignee's obligations and covenants arising under this Agreement. The Assignee expressly assumes the risk of such adverse economic or market changes or conditions, whether foreseeable or not at the time of the Assignee's entry into this Agreement. 4.21 Attorney's Fees. If either party brings any action or proceeding against any other party to this Agreement, then the prevailing party or parties shall be entitled to recover as an element of its costs of suit, and not as damages, its/their reasonable attorney's fees as fixed by the court in such action or proceeding. Recoverable costs and fees include those incurred on appeal and in the enforcement of any judgment. 4.22 Real Estate Commissions. The Agency shall not be liable for any real estate commission, brokerage fees or finders fees which may arise from this Agreement or the transactions discussed herein, except to the extent caused by the action or inaction of the Agency. The Developer shall defend, indemnify and hold the Agency harmless from all cats, expenses, damages and liabilities related to such real estate commissions, brokerage fees, or finders fees which are due to the Developer's acts or omissions. The Assignee shall defend, indemnify and hold the Agency harmless from all costs, expenses, damages and liabilities related to such real estate commissions, brokerage fees, or finders fees which are due to the Assignee's acts or omissions. 4.23 Submission of Documents and Other Actions for Approval. Except where such approval is expressly reserved to the sole discretion of the approving party, all approvals required hereunder by either party shall be not be unreasonably withheld. • i:VPUB.11:k'36530 -2 6- • 4.24 Amendments to This Agreement. The Agency, Developer and Assignee agree to consider reasonable requests for amendments to this Agreement which may be made by any of the parties hereto, lending institutions, bond counsel or financial consultants. Any amendment to the Agreement must be in writing and signed by the appropriate authorities of: (i) in all cases, the Agency, (ii) the Developer, but only if such amendment directly affects the Developer's rights and obligations under this Agreement, and (iii) the Assignee, but only if such amendment directly affects the Assignee's rights and obligations under this Agreement. The Executive Director is authorized to approve and execute minor amendments to this Agreement on behalf of the Agency, including, but not limited to, the granting of extensions of time to the Developer and Assignee, subject to Section 3.3. 4.25 Jurisdiction and Venue. Any action or proceeding concerning this Agreement shall be filed and prosecuted in the appropriate court in the County of Los Angeles, California. Each party hereto irrevocably consents to the personal jurisdiction of the court and hereby irrevocably stipulates that said court shall have subject matter jurisdiction over such action or proceeding. The Agency, Assignee and the Developer each hereby expressly waive to the maximum extent permitted by law, the benefit of any provision of law providing for a change of venue to any other court, including, without limitation, federal district court, due to the diversity of citizenship between the Agency, the Developer and the Assignee, or due to the fact that either the City or the Agency is a party to such action or proceeding. Without limiting the generality of the foregoing, the Developer and Assignee specifically waive, to the maximum extent permitted by law, any rights provided to them pursuant to California Code of Civil Procedure-Section 394 or any other state or federal statute or decision of similar effect. 4.26 Interpretation. The Agency, Developer and Assignee acknowledge that this Agreement is the product of mutual arms-length negotiation and drafting and that each party has been represented by legal counsel in the negotiation and drafting of this Agreement. Accordingly, the rule of construction which provides the ambiguities in a document shall be construed against the drafter of that document shall have no application to the interpretation and enforcement of this Agreement. In any action or proceeding to interpret or enforce this Agreement, the finder of fact may refer to such extrinsic evidence not in direct conflict with any specific provision of this Agreement to determine and give effect to the intention of the parties hereto. _7 7- R\'PLT3}:F:R'36530 • • 4.27 Counterpart Originals; Integration. This Agreement may be executed in three (3) counterpart originals, each of which shall be deemed to be an original, but when taken together shall constitute but one and the same instrument. This Agreement and its Exhibits represent the entire understanding of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. 4.28 No Waiver. The failure by any party hereto to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 4.29 No Unintended Third Party Beneficiaries. The performance of the Agency's, the Developer's and Assignee's respective obligations under this Agreement are not intended to benefit any party other than the Agency, the Developer or the Assignee. No person or entity not a signatory to this Agreement shall have any rights or causes of action against any party to this Agreement as a result of that party's performance or non-performance under this Agreement. The foregoing notwithstanding, the City of Arcadia is declared to be an intended third party beneficiary as to performance of the Developer's and Assignee's obligations and covenants under this Agreement. [Signatures on the following pages] r r RVPL13 KKR 36530 -7 s- Dated: THE ARCADIA REDEVELOPMENT AGENCY By: Executive Director of The Arcadia Redevelopment Agency APPROVED AS TO FORM: Michael Miller Agency General Counsel APPROVED AS TO FORM: BEST BEST & KRIEGER LLP Agency Special Counsel R\'PL13}:KR 36530 -?9- • EMKAY DEVELOPMENT, INC., a Nevada corporation Dated: By: Its: ATTEST: • By: Secretary APPROVED AS TO FORM: Attorney for the Developer rr R\'PL13}.KR 36530 -30- INDUSTRIAL INVESTORS, LLC a California limited liability company • Dated: By: David R. Etheridge Its Manager/President -3 1 RVPUB'XX.R`36530 STATE OF CALIFORNIA CAPACITY CLAIMED COUNTY OF LOS ANGELES } BY SIGNER: ❑Individual(s) On , 1997 before me, the undersigned notary public, personally ❑Corporate appeared ,❑personally known to Officer(s) me OR❑proved to me on the basis of satisfactory evidence to be the person whose ❑Partner(s) name is subscribed to the within instrument and acknowledged to me that he executed ❑Attorney-in-Fact❑Trustee(s) the same in his authorized capacity,and that by his signature on the instrument the ❑Subscribing Witness person, or the entity upon behalf of which he person acted,executed the instrument. ❑Guardian/Conservator WITNESS my hand and official seal. ® Other EXECUTIVE DIRECTOR OF AGENCY SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) RIVERSIDE REDEVELOPMENT Signature of Notary AGENCY (SEAL) r RVPLE3.13:R'36530 STATE OF CALIFORNIA } • CAPACITY CLAIMED COUNTY OF } BY SIGNER: ❑Individual(s) On , 1997 before me, the undersigned notary public,personally ❑Corporate appeared ,❑personally known to Officer(s) me OR❑proved to me on the basis of satisfactory evidence to be the person whose ❑Partner(s) name is subscribed to the within instrument and acknowledged to me that he executed ❑Attomey-in-Fact the same in his authorized capacity,and that by his signature on the instrument the ❑Trustee(s) person,or the entity upon behalf of which he person acted,executed the instrument. ❑Subscribing Witness ❑Guardian/Conservator ®Other WITNESS my hand and official seal. SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) REDEVELOPER Signature of Notary (SEAL) • RVI'UB KKR STATE OF CALIFORNIA } } CAPACITY CLAIMED COUNTY OF } BY SIGNER: ❑Individual(s) On , 1997 before me,the undersigned notary public, personally ❑Corporate appeared ,❑personally known to Officer(s) me OR❑proved to me on the basis of satisfactory evidence to be the person whose ❑Partner(s) name is subscribed to the within instrument and acknowledged to me that he executed ❑Attorney-in-Fact the same in his authorized capacity,and that by his signature on the instrument the ❑Trustee(s) person,or the entity upon behalf of which he person acted, executed the instrument. ❑Subscribing Witness ❑Guardian/Conservator ®Other WITNESS my hand and official seal. SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) REDEVELOPER Signature of Notary (SEAL) • r r t.1:1:R 36530 EXHIBIT 1-A TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT Legal Description of Remainder Parcel Parcel 2 of Parcel Map No. 24755, in the City of Arcadia, County of Los Angeles, State of California, as per plat recorded in Book 278 of Parcel Maps, pages 17 through 18, inclusive, records of said County. • _ R\'PL13 KKR 36530 EXHIBIT 1-B TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT Map of Remainder Parcel [attached behind this page] rr P.\'PLB KKR'36530 ---,. EXHIBIT 1 —B — MAP OF REMAINDER PARCEL ..._ . .,.,.., ._, . \ ... ..., ...... . .. • .... -,....., „... . . ,... • , ..„ . ,.. ,.........„. . • . .,s. ..\ . ..., • . 1 s. • , ..... .... NQRTH / I : . •. ,. ... ....--). ,......____-,. • \. ... < . ...... • 1 JOHNSON „ • . -. „..., 0 • \•-... S.. ..-., -••••s.\, < > — 0 cr• . — O SCALE Z .. •••,,,„ N . . ' ■-. C.1 \ -5. 2.• ••*.e 0 .i -- • ... \ . c. •.-■ - . < I 2 •N ---. U_ I 11- --- , , .--,„ I . \.. \ ..... . ''... 0 ' 0 -. >- >- . ''••-,.__ 1. ./ - I— s—. '',... (.7) 5 I ....s. ... , I 1 ,..• s. ■ \ \\..„ -....1 •. '• \S, • . ., '\ s\, •., i 41 .. •. ...„ , L I . CITY Of ARC.ADIA ,, „ -.., REMAINDER PARCEL : _: -- • (SA/NT JOSEPH ST.WATER PLANT) • „. , PROPOSED EXTENDED • .. STAY AMERICA HOTEL N. i . __. \ , \ . .--:, L • _,. , N \\ PARCEL E ,... \ WESTERN SECURITY BANK \ 5 , .. \ \ \,. ‘..- ....... E. SANTA CLARA STREET \ . F197 ' .. = . —. Cr r=r: —L. 63 • • . • ' . EXHIBIT 2-A TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT Remainder Parcel Scope of Development Remainder Parcel The Assignee, at its sole cost, shall design and construct on the Remainder Parcel a high quality, 2-story, 18,000 square foot commercial building for light industrial and manufacturing uses, to be initially leased to, and used by, Integrated Circuit Development Corporation ("ICD"), a California corporation which develops, manufactures and sells ultra pure fluid and gas heating systems used in precision industrial processes where temperature control and purity are essential to the manufacturing process ("research and development, office and warehouse building"), including all required on-site and off-site improvements consistent with the plans identified in Exhibits 2-B, 2-C and 2-D, following and in accordance with all federal, state and local laws and regulations, this Agreement, and the Schedule of Performance (Exhibit 3). • r r R\'PCB KKR 36530 EXHIBIT 2-B TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT Remainder Parcel Site Plan Site Plans: Robert Ricciardi & Associates, plans dated 9/22/97 - r . r - RVPLB KKR 36530 EXHIBIT 2-C TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT Remainder Parcel Elevations Elevations: Robert Ricciardi & Associates, plans dated 9/22/97 r r RVPLl31:K 36530 e EXHIBIT 2-D TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT Remainder Parcel Landscaping Plans Landscaping Plans.: Robert Ricciardi & Associates, plans dated 9/22/97 • r _ R\'P[:13 F:f:Ft 36530 a II EXHIBIT 3 TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT Note: The Executive Director may make minor changes to this Schedule as provided in Section 3.3 of the Agreement. SCHEDULE OF PERFORMANCE ACTION BY DATE Developer pays $5000 Administrative Fee October 15, 1997 Developer files for CUP, pays fees October 15, 1997 Agency forwards draft DDA to Developer and Assignee November 5, 1997 Developer and Assignee review, negotiate, and verbally approve DDA November 21, 1997 Agency forwards final DDA to Developer and Assignee for execution (counterparts) December 3, 1997 Planning Commission considers environmental & CUP application December 9, 1997 . Agency schedule DDA meeting for December 16, 1997 December 10, 1997 r r Developer and Assignee return executed DDA to Agency December 10, 1997 POST DDA Council/Agency meeting to consider DDA, Design Review December 16, 1997 Agency executes DDA; sends original to County Recorder; duplicate originals to Developer and Assignee December 23, 1997 Building plans, fees paid for Plan Check January 19, 1998 Building plans, permit issued, fees paid March 20, 1998 ',spun KKR 36530 Close of Escrow (Agency/Developer/Assignee) April 3, 1998 Construction/grading begins May 15, 1998 Building pad completed June 30, 1998 Framing completed August 31, 1998 Building completed October 30, 1998 Project completed; facility open December 31, 1998 Assignee submits request for Certificate of Completion January 15, 1999 Agency consider Developer's request for Certificate of Completion. If approved, forward to Assignee for recordation February 28, 1999 r _ R\'PL13}:F:}?36530 EXHIBIT 4 TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT Soils Condition Warranty [attached] RVI'Lll J3:1(36530 Y• ( l • . SOILS CONDITION WARRANTY 1 . Warranty Regarding Condition of Soils. The Agency hereby represents and warrants to the Developer that: (a) The Agency has conducted or caused to be conducted an examination of the condition of the soils within the Property pertinent to toxic or hazardous waste material in accordance with the terms and conditions of the ERN; (b) The .results of such investigation do not show t '.e existence within the Property of any toxic or hazardous waste material or substances; •within the Property The Agency no knowledge of r y of any toxic or hazardous waste the existenc stem r substances or ater2ai or( ii) of any condition of soils within the Property that would constitute or involve a violation of any applicable federal, state or local law, code, regulation or ordinance relating to toxic or hazardous waste materials or substances; and (d) The Agency has not received notice of the listing of the Property or any portion thereof cn the list of sites known to • . contain toxic or hazardous waste materials or substances as compiled through the Office of Planning and Research pursuant to Section 65962 . 5 of the California Government Code. 2 . Indemnification. The Agency and the City hereby indemnify and agree to hold the Developer harmless from any and all loss, damage, claim, cost . and/or expense (including reasonable attorneys fees) which the Developer may incur as a result of a subsequent determination that toxic pr hazardous waste material or Substances existed within the Property on or before the -Close of Escrow. This indemnification and hold harmless provision shall include, but not be limited to, the obligation of the Agency and/or City to take affirmative Lotion to remove and/or otherwise clean up any such toxic or hazardous waste material or substances and-- to return the Property and any improvements thereon to their respective conditions as the same existed immediately prior to such removal and/or clean-up activities. This provision shall survive the Closes of Escrow and shall inure to the benefit of the Developer ' s • transferees, assigns and/or successors in interest to the Property or any portion thereof. • • • • • 1Tv • File No.: CUP 97-012 • 84 : + CITY OF ARCADIA "x. 9 240 WEST HUNTINGTON DRIVE .■•*. ARCADIA f CA 91007 �R�ORATL�• CALIFORNIA ENVIRONMENTAL QUALITY ACT NEGATIVE DECLARATION • A. Title and Description of Project: Conditional Use Permit No. CUP 97-012: A Conditional Use Permit for an 18,000 sq. ft. . research & development office and warehouse building in the CPD-1 (Commercial Planned Development)zone. B. Location of Project: The subject property is at the northwest corner of the intersection of E. Santa Clara Street and N Fifth Avenue. C. Name of Applicant or Sponsor: Integrated Circuit Development Corp. 3731 Park Place Montrose, CA 91020 Contact: Jorge Ramirez-- (818) 957-2442 D. Finding: - This project will have no significant effect upon the environment within the meaning of the • California Environmental Quality Act of 1970 for the reasons set forth in the attached Initial • Study. r r E. Mitigation measures, if any, included in the project to avoid potentially significant effects: None Date Prepared: October 9, 1997 By: �— 7� ,,. Date Posted: October 15, 1997 mes M. Kasam , Associate Planner • Attachment No. 4 • • File No. _1 P — CSI CITY OF ARCADIA ' 240(NEST HLINTINGTON DRIVE NPRP ARCADIA, CA 9I007 ENVIRONMENTAL INFORMATION FORM Date Filed: - General Information • 1. Applicant's Name: INTEGRATED CIRCUIT DEVELOPMENT CORP. Address: 3731 PARK PLACE, MONTROSE, CALIFORNIA 91020 2. Property Address (Location): N.W. CORNER OF SANTA CLARA ST. , & FIFTH AVE. Assessor's Number: 57.73-0087D-1-e—017, 3. Name, address and telephone number of person to be contacted concerning this project: JORGE RAMIREZ 818/957-2442 3731 PARK PLACE, MONTROSE, CA 91020 4. List and describe any other related permits and other public approvals. required for this project, including those required by city, regional, state and federal agencies: CITY rip ARCADIA ARCHITECTURAL REVIEW BOARD RE-DEVELOPMENT AGENCY; PLANNING COMMISSION; CITY COUNCIL; CITY BUILDING DEPARTMENT 5. Zone Classification: CPD-1 6. General Plan Designation: CFD' (20 AM.crG a I Project Description r r 7. Proposed use of site (project description): 18 THOU. S.F. OFFICE INDUSTRIAL BUILDING 8. Site size: •954 ACRES = 41,556.24 S.F. rc{I,5734, e„ „PM,) 9. Square footage per building: 16.oo0 10. Number of floors of construction: 2 11. Amount of off-street parking provided: 44 12. Proposed scheduling of project: CONSTRUCTION TO START EARLY 1998 13. Anticipated incremental development: 1 INCREMENT ONLY 14. If residential, include the number of units, schedule of unit sizes, range of sale prices or rents, and type of household sizes expected: N/A • 15. If commercial, indicate the type, i.e. neighborhood, city or regionally oriented, square footage of sales area, and loading facilities, hours of operation: NIA 16. If industrial, indicate type, estimated employment per shift, and loading facilities: 14 17. If institutional, indicate the major function, estimated employment per shift, estimated occupancy, loading facilities, and community benefits to be derived from the project: N/A 18. If the project involves a variance, conditional use permit or zoning application, state this and indicate clearly why the application is required: YES, WE ARE PUTTING AN INDUSTRIAL BUILDING IN A COMMERCIAL ZONE Are the following items applicable to the project or its effects? Discuss below all items checked yes (attach additional sheets as necessary). YES NO 19. Change in existing features of any hills, or substantial alteratin of ground r ❑ . )z( contours. 20. Change in scen'ic views or vistas from existing residential areas or public ❑ • lands or roads. 21. Change in pattern, scale or character of general area of project. ❑ a 22. Significant amounts of solid waste or litter. ❑ /a 23. Change in dust, ash, smoke, fumes or odors in vicinity. ❑ , E.I.R. 3/95 • YES NO 24. Change in ground water quality or quantity, or alteration of existing ❑ drainage patterns. 25. Substantial change in existing noise or vibration levels in the vicinity. ❑ 26. Is site on filled land or on any slopes of 10 percent or more. ❑ ,;z1 27. Use or disposal of potentially hazardous materials, such as toxic substances, ❑ 2 flammable or explosives. 28. Substantial change in demand for municipal services (police, fire, water, ❑ sewage, etc.). 29. Substantial increase in fossil fuel consumption (electricity, oil, natural gas, ❑ etc.). 30. Relationship to a larger project or series of projects. ❑ Environmental Setting 31. Describe (on a separate sheet) the project site as it exists before the project, including information on topography, soil stability, plants and animals, any cultural, historical or scenic aspects, any existing structures on the site, and the use of the structures. Attach photographs of the site. Snapshots or Polaroid photos will be accepted. 32. Describe (on a separate sheet) the surrounding properties, including information on plants, animals, any cultural, historical or scenic aspects. Indicate the type of land uses (residential, commercial, etc.), intensity of land use (one-family, apartment houses, shops, department stores, etc.), and scale of development (height, frontage, set-backs, rear yards, etc.). Attach photographs of the vicinity. Snapshots or Polaroid photos will be accepted. - Certification I hereby certify that the statements furnished above and in the attached exhibits present the data and information required for this initial evaluation .to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of my knowledge and belief. Date Signature E.I.R. 3/95 -3- �� • File No.: CUP 97-012 0 .91t1 tiPes CITY OF ARCADIA 240 WEST HUNTINGTON DRIVE ARCADIA, CA 91007 CALIFORNIA ENVIRONMENTAL QUALITY ACT ENVIRONMENTAL CHECKLIST FORM 1. Project Title: • Conditional Use Permit No. CUP 97-012 2. Project Address: The subject property is at the northwest corner of the intersection of E. Santa Clara Street and N. Fifth Avenue. An address number has not yet been assigned. 1j • 3. Project Sponsor's Name, Address & Telephone Number: Integrated Circuit Development Col p. 3731 Park Place Montrose, CA 91020 Contact: Jorge Ramirez-- (818) 957-2442 4. Lead Agency Name & Address: City of Arcadia --Development Services Department Community Development Division --Planning Services 240 W. Huntington Drive Arcadia, CA 91007 5. Lead Agency Contact Person & Telephone Number: r r James M Kasama, Associate Planner-- (626) 574-5445 • 6. General Plan Designation: Commercial • 7. Zoning Classification: CPD-1: Commercial Planned Development -1- CEQA Checklist 7/95 • File No.: CUP 97-012 DETERMINATION (To be completed by the Lead Agency) - On the basis of this initial evaluation: [X] I find that the proposed project COULD NOT have a significant effect on the environment, and a NEGATIVE DECLARATION will be prepared. [ ] I find that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because the mitigation measures described on an attached sheet have been added to the project. A NEGATIVE DECLARATION will be prepared. [ ] I find that the proposed project MAY have a significant effect on the environment, and an ENVIRONMENTAL IMPACT REPORT is required. [ ] I find that the proposed project MAY have a significant effect on the environment, but that at least one effect has been adequately analyzed in an earlier document pursuant to applicable legal standards and has been addressed by mitigation measures based on that earlier analysis as described on attached sheets, and if any remaining effect is a"Potentially Significant Impact" or "Potentially Significant Unless Mitigated," an ENVIRONMENTAL IMPACT REPORT is required, but it only needs to analyze the effects that have not yet been addressed. [ ] I find that although the proposed project could have a significant effect on the environment, there WILL NOT be a significant effect in this case because all potentially significant effects have been analyzed adequately in an earlier Environmental Impact Report pursuant to applicable standards and have been avoided or mitigated pursuant to that earlier EIR, including, revisions or mitigation measures that are imposed upon the proposed project. r r By: James M. Kasama, Associate Planner For: The City of Arcadia-- Development Services Department •2 Date: October 9, 1997 Sign litre -3- CEQA Checklist 7;95 • File No.: CUP 97-012 8. Description of Project: (Describe the whole action involved, including but not limited to later phases of the project and any secondary, support,or off-site features necessary for its implementation. Attach additional sheets if necessary.) A Conditional Use Permit for an 18,000 sq. ft. research & development office and warehouse building in the CPD-1 (Commercial Planned Development) zone. 9. Other public agencies whose approval is required: (e.g.,permits, financing,development or participation agreements) The Arcadia Redevelopment Agency must approve and execute a Disposition and Development Agreement for the subject property. The City Building Services, Engineering Division & Fire Prevention Bureau must review and approve the construction plans for the structure, the on-site improvements, and the off-site improvements. ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED: The environmental factors checked below would be potentially affected by this project, involving at least one impact that is a"Potentially Significant Impact" as indicated by the checklist on the following pages. [ ] Land Use & Planning [ ] Hazards [ ] Population &Housing [ ] Noise . [ ] Geological Problems [ ] Public Services [ ] Water [ ] Utilities and Service Systems [ ] Air Quality • [ ] Aesthetics r r [ ] Transportation/ Circulation [ ] Cultural Resources [ ] Biological Resources [ ] Resources [ ] Energy and Mineral Resources [ ] Mandatory Finding of Significance 2 CEQA Checklist 7/95 • • File No.: CUP 97-012 EVALUATION OF ENVIRONMENTAL IMPACTS: • 1. A brief explanation is required for all answers except "No Impact" answers that are adequately supported by the information sources a lead agency cites in the parentheses following each question. A "No Impact" answer is adequately supported if the referenced information sources show that the impact simply does not apply to projects such as the one involved (e.g., the project is not within a fault rupture zone). A "No Impact" answer should be explained where it is based on project-specific factors as well as general standards (e.g., the project will not expose sensitive receptors to pollutants, based on a project-specific screening analysis). 2. All answers must take account of the whole action involved, including off-site as well as on- site, cumulative as well as project-level, indirect as well as direct, and construction related as well as operational impacts. 3. "Potentially Significant Impact" is appropriate if there is substantial evidence that an effect is significant. If there are one or more, "Potentially Significant Impact" entries when the determination is made, an Environmental Impact Report is required. 4. "Potentially Significant Unless Mitigation Incorporated" applies where the incorporation of mitigation measures has reduced an effect from "Potentially Significant Impact" to a "Less Than Significant Impact." The lead agency must describe the mitigation measures, and briefly explain how they reduce the effect to a less than significant level (mitigation measures from Section 17 "Earlier Analyses"may be cross-referenced). 5. Earlier analyses may be used where, pursuant to the tiering, program Environmental Impact Report, or other CEQA process, an effect has been adequately analyzed in an earlier EIR or Negative Declaration {Section 15063(c)(3)(D)}. Earlier analyses are discussed in Section 17 at the end of the checklist. 6. Lead agencies are encouraged to incorporate into the checklist, references to information sources for potential impacts (e.g., general plans, zoning ordinances). Reference to a previously prepared or outside document should, where appropriate, include a reference to the page or pages where the statement is substantiated. -4- CEQA Checklist 7/95 File No.: CUP 97-012 Potentially Significant Potentially Unless Less Than Would the proposal result in potential impacts involving: Significant Mitigation Significant No Impact Incorporated Impact Impact 1. LAND USE &PLANNING-- Would the proposal: a) Conflict with general plan designations or zoning? [ ] [ ] [ ] [Al b) Conflict with applicable environmental plans or policies adopted by agencies with jurisdiction over the project? [ ] [ ] [ ] [Al c) Be compatible with existing land uses in the vicinity? [ ] [ ] [ ] [Al d) Affect agricultural resources or operations (e.g., impacts to soils or . farmlands, or impacts from incompatible land uses)? [ ] [ ] [ ] [Al e) Disrupt or divide the physical arrangement of an established community(including a low-income or minority community)? [ ] [ ] [ ] [Al The proposed office and warehouse building is consistent with the general plan and zoning designations for the area, and will complement surrounding uses. The construction of the building,' and the operation of the proposed business will be subject to all other environmental plans or policies adopted by the agencies with jurisdiction over this area. There are no agricultural resources or operations in the vicinity. 2. POPULATION&HOUSING—Would the proposal:' • a) Cumulatively exceed official regional or local population projections? [ ] [ ] [ ] [A] b) Induce substantial growth in an area either directly or indirectly (e.g., through projects in an undeveloped area or extension of major infrastructure)? [ ] [ ] [ ] [X] c) Displace existing housing, especially affordable housing? [ ] [ ] [ ] [X] The proposed office and warehouse building is consistent with the general plan and zoning designations for the area and will not impact the population or housing. 3. GEOLOGIC PROBLEMS—Would the proposal result in or expose people to potential impacts involving: a) Fault rupture? [ ] [ ] [ ] [Al b) Seismic ground shaking? [ ] [ ] [ ] [Al c) Seismic ground failure, including liquefaction? [ ] [ ] [ ] [Al d) Landslides or mudflows? [ ] [ ] [ ] [A'] e) Erosion, changes in topography or unstable soil conditions from r ` excavation,grading, or fill? [ ] [ ] [ f) Subsidence of the land? [ ] [ ] [ ]• [X] g) Expansive soils? [ ] [ ] [ ] [X] h) Unique geologic or physical features? [ ] [ ] [ ] [A'] While this entire region is subject to the effects of seismic activity, the subject location has not been determined to be especially susceptible to any of the above geologic problems. 4. WATER— Would the proposal result in: a) Changes in absorption rates, drainage patterns, or the rate and amount of surface runoff? [ ] [ ] [ ] [A'] b) Exposure of people or property to water related hazards such as flooding? [ ] [ ] [ c) Discharge into surface waters or other alteration of surface water quality (e.g.,temperature, dissolved oxygen, or turbidity)? [ ] [ ] [ ] [A'] d) Changes in the amount of surface water in any water body? [ ] [ ] [ ] [A] -5- CEQA Checklist 7/95 File No.: CUP 97-012 Potentially Significant Potentially Unless Less Than Would the proposal result in potential impacts involving: Significant Mitigation Significant No Impact Incorporated Impact Impact e) Changes in currents,or the course or direction of water movements? [ ] [ ] [ ] [X] 0 Change in the quantity of ground waters, either through direct additions or withdrawals, or through interception of any aquifer by cuts or excavations or through substantial loss of ground water recharge capability? [ ] [ ] [ ] [X] g) Altered direction or rate of flow of ground water? [ ] [ ] [ ] [X] h) Impacts to ground water quality? [ ] [ ] [ ] [X] i) Substantial reduction in the amount of ground water otherwise available for public water supplies? [ ] [ ] [ ] [X] There are no proposed site alterations that would result in any of the above impacts. 5. AIR QUALITY--Would the proposal: a) Violate any air quality standard or contribute to an existing or projected air quality violation? [ ] [ ] [ ] [Xi b) Expose sensitive receptors to pollutants? [ ] [ ] [ ] [X] c) Alter air movement,moisture, or temp.or cause any change in climate? [ ] [ ] [ ] [Ai d) Create objectionable odors? [ ] [ ] [ ] [X] The proposed office and warehouse building, and the operation of the business will be subject to local air quality regulations as administered by the South Coast Air Quality Management District which should prevent any impacts relative to items (a) and/or (b) above. There are no exterior improvements proposed that would result in alterations to air movement, moisture or temperature, or cause a change in climate. No objectionable odors have been associated with the proposed business. 6. TRANSPORTATION & CIRCULATION--Would the proposal result in: a) Increased vehicle trips or traffic congestion? [ ] [ ] [_ ] = [X] b) Hazards to safety from design .features (e.g., sharp curves or dangerous intersections) or incompatible uses(e.g.,farm equipment)? [ ] [ ] [ ] [A] c) Inadequate emergency access or access to nearby uses? [ ] [ ] r [. ] [X] d) Insufficient parking capacity on-site or off-site? [ ] [ ] [ ] [Ai e) Hazards or barriers for pedestrians or bicyclists? [ ] [ ] [ ] . [Ai f) Conflicts with adopted policies supporting alternative transportation (e.g.,bus turnouts,bicycle racks)? [ ] [ ] [ ] [X] g) Rail,waterborne or air traffic impacts? [ ] [ ] [ ] [Ai The proposed project has been designed to avoid any of the above impacts. Furthermore, said subject location • has been examined by the City's Traffic Engineer with regard to the proposed improvements and business and it has been determined that there should not be any traffic related impacts. 7. BIOLOGICAL RESOURCES —Would the proposal result in impacts to: a) Endangered, threatened or rare species or their habitats (including but not limited to plants, fish, insects,animals and birds)? [ ] [ ] [ ] • [A'] b) Locally designated species(e.g.,heritage trees)? [ ] [ ] [ ] [X] c) Locally designated natural communities (e.g., oak forest, coastal habitat, etc.)? [ ] [ ] [ ] [X] -6- CEQA Checklist 7/95 File No.: CUP 97-012 Potentially Significant Potentially Unless Less Than Would the proposal result in potential impacts involving: . . Significant Mitigation Significant No Impact Incorporated Impact Impact d) Wetland habitat(e.g.,marsh,riparian and vernal pool)? [ ] [ ] [ ] [Al e) Wildlife dispersal or migration corridors? [ ] [ ] [ ] [A'] The proposed office and warehouse will be constructed on an existing commercial parcel. None of the above circumstances exist. 8. ENERGY& MINERAL RESOURCES--Would the proposal: • a) Conflict with adopted energy conservation plans? [ ] [ ] [ ] [Al b) Use non-renewable resources in a wasteful and inefficient manner? [ ] [ ] [ ] [Al c) Result in the loss of availability of a known mineral resource that would be of future value to the region and the residents of the State? [ ] [ ] [ ] [Al The proposed improvements will be required to comply with adopted energy conservation requirements. None of the above impacts have been associated with the proposed type of improvements or business. 9. HAZARDS— Would the proposal involve: a) A risk of accidental explosion or release of hazardous substances (including, but not limited to: oil, pesticides, chemicals or ' radiation)? [ ] [ ] [ ] [Al b) Possible interference with an emergency response plan or emergency evacuation plan? [ ] [ ] [ ] [X] c) The creation of any health hazard or potential health hazard? [ ] [ ] [ ] [Al d) Exposure of people to existing sources of potential health hazards? [ ] [ ] [ ] [Al e) Increased fire hazard in areas with flammable brush,grass or trees? [ ] [ ] [ ] [Al The proposed improvements have been designed with consideration given to the above items (b) and(e). The proposed improvements and operation of the business will be reviewed by the City Building Services, and the City Fire Department to prevent the above items (a) and(c). No existing sources of potential health hazards have been identified at the subject property. 10. NOISE--Would the proposal result in: a) Increases in existing noise levels? [ ] [ ] [ ] [Al b) Exposure of people to severe noise levels? [ ] [ ] '- I ] _ [X] , The site of the proposed office and warehouse is in an established commercial area and neither of the above impacts have been associated with this location or the proposed business. 11. PUBLIC SERVICES — Would the proposal have an effect upon, or result in a need for new or altered government services in any of the following areas: a) Fire protection? [ ] [ ] [ ] [Al b) Police protection? [ ] [ ] [ ] [Al c) Schools? [ ] [ ] [ ] [Al • d) Maintenance of public facilities, including roads? [ ] [ ] [ ] [Al e) Other governmental services? [ ] [ ] [ ] [X] The proposed office and warehouse building, and the business are consistent with the planned uses for the subject area and will therefore not result in any of the above impacts. 12. UTILITIES & SERVICE SYSTEMS — Would the proposal result in a need for new systems or supplies, or substantial alterations to the following utilities: a) Power or natural gas? [ ] [ ] [ ] [Al -7- CEQA Checklist 7/95 If Q . •4 b File No.: CUP 97-012 Potentially ' Significant Potentially Unless Lcss Than Would the proposal result in potential impacts involving: . Significant Mitigation Significant No Impact Incorporated, impact Impact b) Communications systems? [ ] [ ] [ ] [A] c) Local or regional water treatment or distribution facilities? [ ] [ ] [ ] [A] d) Sewer or septic tanks? [ ] [ ] [ ] [A'] e) Storm water drainage? [ ] [ ] [ ] [X] f) Solid waste disposal? [ ] [ ] [ ] [X] • g) Local or regional water supplies? [ ] [ ] [ ] [Al Improvements to provide any of the above necessary services are incorporated in this project. It is not anticipated that any of the above utilities or service systems will be significantly impacted. Nevertheless, the proposed improvements will be reviewed for, and the developer will be required to provide, if necessary, any new systems or supplies necessary to mitigate any such impacts. 13. AESTHETICS--Would the proposal: a) Affect a scenic vista or scenic highway? [ ] [ ] [ ] [X] b) Have a demonstrable negative aesthetics effect? [ ] [ ] [ ] [X] c) Create light or glare? [ ] [ ] [ ] [A] The subject property is in an established commercial area and any exterior improvements will be required to comply with local architectural standards and illumination limits and will not result in any of the above impacts. 14. CULTURAL RESOURCES—Would the proposal: a) Disturb paleontological resources? [ ] [ ] [ ] [X] b) Disturb archaeological resources? [ ] [ ] [ ] [X] c) Affect historical resources? [ ] [ ] [ ] [X] d) Have the potential to cause a physical change which would affect unique ethnic cultural values? [ ] [ ] [. ] [X] e) Restrict existing religious or sacred uses within the potential - .• impact area? [ ] [ ] [ ] [Al The subject property is in an established commercial area. None of the above resources have been identified at the subject area, and none of the above impacts have been associated with the proposed use. r r - 15. RECREATION--Would the proposal: a) Increase the demand for neighborhood or regional parks or other recreational facilities? [ ] [ ] [ ] [A7 b) Affect existing recreational opportunities? [ ] [ ] [ ] [A'] , The subject property is in an established commercial area, and the proposed project will not result in any of the above impacts. • 16. MANDATORY FINDINGS OF SIGNIFICANCE a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self- sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? [ ] [ ] [ ] [Ai -8- CEQA Checklist 7/95 w File No.: CUP 97-012 Potentially Significant Potentially Unless Less Than Would the proposal result in potential impacts involving: . . Significant Mitigation Significant No Impact Incorporated Impact Impact b) Does the project have the potential to achieve short-term, to the disadvantage of long-term, environmental goals? [ ] [ ] [ ] [X] c) Does the project have impacts that are individually limited, but cumulatively considerable? ("Cumulatively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future project.) [ ] [ ] [ ] [X] d) Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly? [ ] [ ] [ ] [X] The subject property is an established commercial site and will not result in any of the above impacts. 17. EARLIER ANALYSES No earlier analyses, and no additional documents were referenced pursuant to the tiering, program EIR, or other CEOA processes to analyze the proposal. -9- C%QA Checklist 7/95