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HomeMy WebLinkAboutDecember 21, 1999,, • ~;_._ =~ A N N 0 T A T E D ~: A G E N D A Arcadia City Council and Redevelopment Agency Meeting December 21, 1999 6:00 p.m. Council Chamber Conference Room JOINT CITY COUNCIL AND REDEVELOPMENT AGENCY STUDY SESSION ACTION ROLL CALL: Council/A~ency Members Harbicht, Kovacic Marshal~, Roncelli an~d C~ha~ndl~f All pre;,ent Moved, second, carrie 5-d to add Closed Session this date ollowing t e tu y essi-an-r~ need to execute two documents by December 31 regarding potential litigation, Govt. Cd. 54956.9c TIME RESERVED FOR THOSE IN THE AUDIENCE WHO WISH TO ADDRESS THE CITY ~nUNCIL (NON-PUBLIC HEARING/FIVE MINUTE TIME LIMIT PER PERSON) RE: 6:00 P.M. SESSION vo one spoke Discussion and direction regarding the Five-Year Implementation Plan (1599-2004) for the Central Redevelopment Project Area. ' nc 6:45 p. m. Council RECESSED to Closed Session RECONVENED at 7:00 p.m. in 7:00'p:lll. Council Chambers Council Chambers INVOCATION Reverend Gerry Wilson, Arcadia Friendc Community Chur.ch PLEDGE OF ALLEGIANCE ,Tames Dale, Director of Administrative Services ROLL CALL: Council Members Harbicht, Kovacic, Marshall, Roncelli and Chandler all presenc 1. SUPPLEMENTAL INFORMATION FROM STAFF REGARDING AGENDA ITEMS None MOTION: Read all Ordinances and Resolutions by title only and waive reading in full. 2. PRESENTATION of financial contribution to the City by the COPS (Citizen's Organized for a Police Station) Committee and acceptance of said donation by the City Council. Adopted 5-0 Vince Foley 3. PUBLIC HEARING Recommendation to utilize Local Law Enforcement Block Grant Funds in Pub. Hrg. Cloeed Approved 5-0" the amount of $43.738.00 for the Police Department. 4. TIME RESERVED FOR THOSE IN THE AUDIENCE WHO WISH TO ADDRESS Jim Goldstein THE"CITY COUNCIL (NON-PUBLIC HEARINGIFIVE MINUTE TIME LIMIT PER' winston Sesocke PERSON) iherty y Mar Bal Carol Libby ~ Dr. M. Mulvehill ForrestBesocke Robert Elfman , Roger Chandler, Msyor • Robert C. Harbiehq Mayor Protempore • Gary A Kovaeie, Gail A. Marahall, Gino Roncelli, Council Membars . e Wllllam R. Kelly, City Manager , ' . June D. AlfOrd. Citv Clerk ~ „;'~'-, ~ : 5. MATTERS FROM ELECTED OFFICIALS City Council Reports/Announcements/Statements/Future Agenda items RECESS CITY COUNCIL 6. MEETING OF THE ARCADIA REDEVELOPMENT AGENCY ROLL CALL: Agency Members Harbicht, Kovacic, Marshall, Roncelli and Chandler PUBLIC HEARING ACTION See Minutes All present Pub. Hr Closed Recommendation to adopt ARA Resolution No. 183, A Resolution of the nao ce~~4-i Arcadia Redevelopment Agency and City Council of the City of Arcadia. Ronce opposed California, approving the adoption of the Five-Year Implementation Plan (1999-2004) for the'Central Redevelopment Project Area. CONSENT a. Minutes of the November 30 joint A.R.A./City Council and School Board nppro~ed 5-0 meeting and minutes of the December 7, 1999 regular meeting. b. Recommendation to approve an amended and restated Disposition and Approved S-0 Development Agreement to transfer development rights to Gary Morris, Esq., LLP, for construction of two 19,600 square foot office buildings at the northcueet corner of east Santa Clara and north Second. east ADJOURN the Redevelopment Agency to January 4, 2000 at 6:00 p.m. RECONVENE CITY COUNCIL 7. CONSENT a. Minutes of the November 30 joint A.R.A./City Council and School [3oard ~grov~s-D meeting and minutes of the December 7, 1999 special and regular meetings. b. Recommendation to approve the 1998-99 Redevelopment Agency Annual npprovea 5-0 Report to the State Controller and the State Housing and Community Development Department. c. Recommendation to authorize the City Manager to enter into a Professional~p~„p,~ 5_p Services Agreement in the amount of $16,500.00 with Paul Tzanetopoulos for public art on the rail bridge at Huntington Drive and Second Avenue. 2 ;; ~. ::- ., -_,• .._. _ .. ~ ~ ACTION 8. CITY MANAGER a. Report, discussion and direction regarding the construction and financing Dire~tion co ,.~ of the new police facility. scaff 3-z Roncelli & 9. CITY ATTORNEY Marshall opposed a. Recommendation to adopt Resolution No. 6151, A Resolution of the City Adont~d ~_2 Council of the City of Arcadia, California, certifying the final environmental xovacic &; impact report prepared for the proposed Anoakia residentiai development Marshali opposea project as adequate for C.U.P. 99-004 and vesting tentative map 52745, adopting environmental findings pursuant to the statement of overriding considerations and a mitigation monitoring and reporting program. Recommendation to adopt Resolution No. 6152, A Resolution of the City aao ce~d 3=z of the City Council of the City of Arcadia, California, approving conditional xovacic & use permit 99-004 for the proposed Anoakia residential development Marshall opposec project Iocated at 701 W. Foothill Blvd Recommendation to adopt Resolution No. 6153, A Resolution of the City Adopted 3-2 Council of the City of Arcadia, California, approving vesting tentative map xo~acic.s 52745 for the proposed Anoakia residential development project located Marshall oppose~ at 701 W. Foothill Blvd. ADJOURN CITY COUNCIL to January 4, 2000 at 6:00 p.m. ADJOURNED at 9:45 p.m. 3 , , ° a g „-e,-q, •Ja . t", 5 1 ( ' \#yQ9 ,Rpo so ,4 STAFF REPORT December 21, 1999 . DEVELOPMENT SERVICES DEPARTMENT TO: Mayor and City Council FROM: Don Penman, Deputy City Manager/Development Services Director Prepared by: Donna Butler, Community Development Administrat SUBJECT:. ADOPTION OF RESOLUTIONS 6151, 6152 AND 6153 CERTIFYING THE FINAL EIR AND APPROVING CONDITIONAL USE PERMIT 99-004 AND VESTING TENTATIVE MAP 52745 FOR THE ANOAKIA PROJECT SUMMARY The City Council at its December 7, 1999 meeting directed staff to prepare resolutions certifying the Final EIR, approving Conditional use Permit 99-004 and Vesting Tentative Map 52745 for the 31 lot residential planned development at . 701 West Foothill Boulevard. Attached are City Council Resolutions 6151, 6152 and 6153 as follows: RESOLUTION 6151, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA CERTIFYING THE FINAL ENVIRONMENTAL IMPACT REPORT PREPARED FOR THE PROPOSED ANOAKIA RESIDENTIAL • DEVELOPMENT PROJECT AS ADEQUATE FOR C.U.P. 99- 004 AND VESTING TENTATIVE MAP 52745, ADOPTING ENVIRONMENTAL FINDINGS PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, A STATEMENT OF OVERRIDING CONSIDERATIONS AND A • MITIGATION MONITORING AND REPORTING PROGRAM RESOLUTION 6152, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA, APPROVING CONDITIONAL USE PERMIT 99-004 FOR THE PROPOSED ANOAKIA RESIDENTIAL DEVELOPMENT PROJECT LOCATED AT 701 WEST FOOTHILL BOULEVARD • LASER IMAED 1. I RESOLUTION 6153, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA APPROVING VESTING TENTATIVE MAP 52745 FOR THE PROPOSED ANOAKIA RESIDENTIAL DEVELOPMENT PROJECT LOCATED AT 701 WEST FOOTHILL BOULEVARD. ACTION The City Council should move to adopt Resolutions 6151, 6152 and 6153 as attached. Attachment: Resolutions 6151, 6152 and 6153 APPROVED BY: William R. Kelly, City Manager Page 2 r D GAO -U/ .) �� Memorandum arcadia redevelopment agency DATE: December 21, 1999 TO: Arcadia Redevelopment Agency FROM: Don Penman, Assistant City Manager/Development Services Director rBy: Pete Kinnahan, Economic Development Administrator RE: Report and Recommendation to approve an Amended and Restated Disposition and Development Agreement to transfer Development Rights a Joint Venture Composed of Gary Morris, Esq., LLP, and the Los Angeles District Advisory Board (Church of the Nazarene) for construction of two 19,600 square foot office buildings at the northeast corner of east Santa Clara and north Second Summary The applicant, a Joint Venture composed of Gary Morris, Esq., LLP, and the Los Angeles District Advisory Board (LADAB) (Church of the Nazarene), proposes to acquire the 1.7-acre property at the northeast corner of east Santa Clara and north Second from Western Security Bank (WSB). (See Site Map, Attachment 1) The property is subject to the original 1987 Disposition and Development Agreement (DDA) requiring the construction of at least 36,000 square feet of professional office. The attached draft Amendment and Assignment Agreement (Attachment 2) transfers the development rights and obligations from WSB to Gary Morris/LADAB for this parcel. The Joint Venture proposes to construct two three-story 19,600 square foot office buildings over one subterranean parking deck on the site, or alternatively an above ground three-story parking garage between two office buildings (subject to future Agency Design Review). Staff recommends approval of the Amended and Restated DDA (Attachment 2). Background In 1987, the Agency entered into a Disposition and Development Agreement (DDA) with Emkay Development Company for two new hotels, a new restaurant, and two new office' buildings for the 12-acre Northside Project. Emkay built the 132-room Hampton Inn, the 120-room Residence Inn, and Souplantation, but was unable to develop the office buildings on the former Kiewit properties on Santa Clara because of the Agency's LASER D ,mom 00 , • 1 for Arcadia Redevelopment Agency December 21, 1999 Page 2 discovery of hazardous waste on the eastern parcel (Parcel E). In 1989, with Agency's approval, Emkay sold the Western parcel (Parcel D) to Chandler Development Company for the construction of 36,000 square feet of professional office. Chandler in 1990 obtained a 22-parking space modification from the City Council for two three-story 22,000 square foot office buildings over one deck of subterranean parking. Chandler subsequently formed a new entity, Chandler/ ASL Associates and in 1991, the Agency approved the assignment of the development rights to this partnership. Chandler obtained city building permits and paid the Agency $30,000 to extend its development schedule. Unfortunately, due to the national recession, Chandler declared bankruptcy and WSB, Chandler's lender, took title to Parcel D. Over the intervening years Agency staff and WSB worked jointly to develop the property. In 1993-94, Costco proposed to construct a 144,000 square-foot warehouse store on a 12-acre site north of Santa Anita which included the WSB parcel. After this project was withdrawn, there was occasional interest in Parcel D from senior housing developers and self-storage users. The Agency and City Council in early 1998 considered a request by the Johnson Brothers and WSB for a self-storage facility on their respective properties. The Agency determined to wait for at least a year to see if office users would be interested in the sites. Discussion The draft Amended and Restated DDA (Attachment 2), prepared by Agency Special Counsel Kevin Randolph, has been forwarded to WSB, Mr. Morris, and LADAB for execution. The Agreement essentially transfers the development rights, and obligations from WSB as successor in interest to Emkay Development Company, Chandler Investment Group, and Chandler/ASL Associates to a joint venture comprised of Mr. Morris and LADAB. The joint venture is to design and construct at least 36,000 square feet of professional office by September 15, 2001. Mr. Morris is currently Senior Partner of the Pasadena,law firm, Hart, Mieras, Morris and Peale, LLP. He intends to move their offices into one of the new buildings. The LADAB is the governing board of the Church of the Nazarene. They intend to use the second office building for office and classroom use. The Church is a joint venture partner in the development entity taking title to the property and, as one of the co-owners of the site, will be subject to the terms of the DDA. The Church, if carrying out its religious functions, is exempt from County property taxes. (Note—if a church or other non-profit entity leases its property for a commercial office use, the property is not exempt from secured or unsecured property taxes.) The - Agency has historically not permitted the sale of property previously owned by the Agency to a tax exempt entity, because the annual payment of property taxes by the new owner repays the Agency's previous costs of acquiring the site, relocating the • - Arcadia Redevelopment Agency December 21, 1999 Page 3 tenants, and clearing the property. The tax increment received represents a return of the Agency's investment. Mr. Morris and the LADAB have, however, requested a waiver of this provision in the DDA. Because of the length of time it has taken to develop this property, and the significant economic and aesthetic benefit to the City and downtown project area from this proposed 40,000 sq. ft. office development, Agency staff have tentatively agreed, subject to Agency Board approval, to forego receipt of up to one-half of the property taxes from the development. This is contingent upon an annual determination by L.A. County that the Church use is in fact tax exempt. If the use is subject to property taxes, the Agency will receive the tax increment through the County. If the County determines that more than one half of the value of the property is exempt from payment of property tax, the joint venture shall be required to pay the Agency the difference to one half. Example —Assumptions Land Value $1,000,000 Building Value $5,000,000 Total $6,000,000 x 1% = $60,000 annually A. L.A. County determines half of project is tax exempt Payment to Agency $30,000 B. L.A. County determines that none of the project is tax exempt Payment to Agency $60,000 C. L.A. County determines that 25% of the project is tax exempt Payment to Agency - $45,000 D. L.A. County determines that 75% of the project is tax exempt Payment to Agency - $30,000 This payment under Scenario D would partially come to the Agency from the County ($15,000) and from the developer owner ($15,000). The DDA also prohibits the joint venture from selling their interest to a totally tax exempt future owner. The Agency previously approved the Design Review of this project. However, in order to accommodate the Church School use which requires more intense parking, the joint venture may submit an alternative building plan which places a three-story parking structure between the two office buildings. This would be subject to future Agency Design Review. Also, the school use requires a C.U.P. • Arcadia Redevelopment Agency December 21, 1999 Page 4 Mr. Morris, Mr. Don Hughes of LADAB, and Mr. John Bell, Western Security Bank, will be present at the meeting to respond to questions. Environmental Findings The Emkay project including this site was the subject of an Environmental Impact Report (EIR) prepared by Atlantis Scientific dated September 1987. The EIR was certified by the Agency on November 17, 1987. Fiscal Impact There will be an estimated cost of$2,500 for legal and related services. The Agency will receive an estimated $50,000-$60,000 from this project annually in tax increment, assuming no tax exempt use, and as much as one half of this amount if the County determines some of the use is tax exempt. The City will receive nominal annual Business License revenues. Recommendation: It is recommended that the Redevelopment Agency approve the Amended and Restated Disposition and Development Agreement (Attachment 2), subject to minor revisions by the Agency Attorney as to form, and authorize the Executive Director to execute and implement the Agreement. On km Approved d Ba ,U ) . _ `l 0U --11110, 1 fd\-7Lee_ 99 2384799 alA - RECORDED/FILED IN OFFICIAL RECORDS RECORDER'S OFFICE LOS ANGELES COUNTY CALIFORNIA DEC 29 1999 ATBAM. SPACE ABOVE THIS LINE RESERVED FOR RECORDER S USE TITLE(S) FEE N/A N/A 0 20 • 9_ 19 04 19 CODE REC. NO. NO PCOR D.A. SURVEY NOTIF. INVOL NON FEE PAGES TITLES FEE MON. LIEN CONF. • EXAMINER S INT. MAR 0 9 2000 Economic;D3iioICF,M }:;co Assessor s Identification Number(AIN) To Be Completed By Examiner Or Title Company In Black Ink Number of Parcels Shown • • Revision Number Y 99 2384799 RECORD G REQUESTED BY WHEN RECORDED MAIL TO: The Arcadia Redevelopment Agency P.O. Box 60021 Arcadia, CA 91066-6021 � 5 FF A• Attention: Executive Director D.A.FEE Code 20 ak' (Fee Exempt-Govt.Code$61031 (Space above for Recorder's Use) - AMENDED AND RESTATED 40. DISPOSITION AND DEVELOPMENT AGREEMENT among THE ARCADIA REDEVELOPMENT AGENCY a California public agency, 1 WESTERN SECURITY BANK Q E C 17 a national banking association, MAR 0 9 2000 ©cM:4;1110 t EeTJ C 3 EccS:S3ilic Dc 3PG a"e 3 GARY MORRIS a California limited liability company and THE LOS ANGELES DISTRICT ADVISORY BOARD (CHURCH OF THE NAZARENE) a California non-profit corporation [Dated as of December 21, 1999 for reference purposes only] RVPUBIKKR1544688 ff/ c_3%/7 . { 1 TABLE OF CONTENTS Page 1. PARTIES AND EFFECTIVE DATE 1 1.1 Parties to Agreement 1 1.1.1 The Agency 1 1.1.2 The Successor 1 1.1.3 The Assignee 1 1.1.4 Binding on Permitted Successors and Assigns 2 1.2 Effective Date. 3 2. RECITALS ABOUT THE PLAN AND PROJECT 3 2.1 The Redevelopment Plan and Project Area. 3 2.2 Purpose of this Agreement 4 2.3 Prior DDA 4 2.4 Prior Conveyance by Agency to Developer and Subsequent Mesne Conveyances. 4 2.5 Developer's Prior Development Obligations and Legal Description of Property. 5 • 3. SPECIAL TERMS • 5 3.1 Effect of DDA with Respect to the Site and the Property 5 3.2 Scope of Development and Development of Property. 5 3.3 Schedule of Performance. 5 3.4 Amount of Insurance 6 3.5 Agreement Length and Exhibits. 6 4. STANDARD TERMS 6 4.1 Taxes and Assessments. 6 4.2 Soils Condition of the Property 6 4.3 Design and Development Standards 7 4.4 Preparation of Construction Drawings and Related Documents 7 4.5 Agency Approval of Plans, Drawings and Related Documents 7 4.6 Cost of Construction 8 4.7 Construction and Development Schedule of Performance 8 4.8 Indemnity and Insurance 8 4.9 Governmental Permits and Compliance With Laws 9 4.10 No Discrimination 10 4.10.1 In deeds 10 4.10.2 In leases 11 4.10.3 In contracts 11 4.11 Rights of Access 11 4.12 Affirmation of Agency's Power of Termination and Amendment Thereto 12 4.12.1 Continuance of Existing Power of Termination 12 4.12.2 Property 12 99 2384799 RVPUB\KKR\544688 -1- 1 4.12.3 Agency Review of Property Grant Deed 15 4.12.4 Mortgagee Protection 15 4.12.6 Procedure for Documenting Revesting; Waivers 15 4.12.7 Stipulation and Contingent Creation of New Power of Termination 17 4.13 Prohibition Against Transfer 17 4.14 Permitted Encumbrances 18 4.15 Certificate of Completion 19 4.16 Covenants Running With the Land 20 4.16.1 Use Covenant 20 4.16.2 No Conveyance to Tax Exempt Entity 20 4.16.3 No Property Tax Contest. 21 4.16.4 Operation Covenant. 22 4.17 General Damages and Other Remedies 22 4.18 Notices and Demands 23 4.19 Nonliability of Agency Officials and Employees 23 4.20 Time Deadlines Critical; Extensions and Delays;No Excuse Due to Economic Changes 24 4.21 Attorney's Fees 24 4.22 Real Estate Commissions 24 4.23 Submission of Documents and Other Actions for Approval. 25 4.24 Amendments to This Agreement 25 4.25 Jurisdiction and Venue. 25 4.26 Interpretation. 26 4.27 Counterpart Originals; Integration. 26 4.28 No Waiver 26 4.29 No Unintended Third Party Beneficiaries 26 EXHIBIT 1-A Legal Description of Property EXHIBIT 1-B Map of Property EXHIBIT 2 Scope of Development EXHIBIT 3 Schedule of Performance EXHIBIT 4 . Soils Condition Warranty RVPUBRKKR\544688 -11- 99 2384799 5 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 Successor. The Successor is Western Security Bank, a national banking association. The address of the Successor for purposes of this Agreement is: 4100 W. Alameda Ave.,Burbank,CA 91505;telephone number(818)843-0707;facsimile number(818)843- 8576. The Successor represents and warrants to Agency that: (i) it is duly formed, organized, existing 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 Successor, and (iii) the Successor has taken all actions required by law to approve the execution of this Agreement. 1.1.3 The Assignee. The Assignee is a joint venture consisting of: (i) Gary Morris("Morris"), a California limited liability company, and(ii)The Los Angeles District Advisory Board (Church of the Nazarene) ("Church"), a California non-profit corporation. The obligations and rights of the Assignee hereunder are the joint and several obligations and rights of Morris and Church. The address of the Morris for purposes of this Agreement is: 135 No.Los Robles,Pasadena, CA 91101;telephone number(626)577-6363;facsimile number(626)517-9612. The address ofthe Church for purposes of this Agreement is: 1546 East Washington Boulevard, Pasadena, California, RVPUMKKR\544688 -1- 99 234799 eo 91104;telephone number(626)794-7104;facsimile number(626)798-3309. Notices given to either Morris or Church shall be sufficient for notices required or allowed to be given to Assignee. Morris 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 (iii) the Assignee has taken all actions required by law to approve the execution of this Agreement. Church represents and warrants to the Agency: (i) it is a duly formed non-profit corporation, 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 Church, and (iii) the Church 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 and its partners 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 or its partners 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 Property(hereinafter defined),without the prior written approval of the Agency, which may be given or withheld as provided in Section 4.13. RVPUB,x ,544688 -2- 99 2384 799 I ' 1.2 Effective Date. This Agreement will not become effective until the date ("Effective Date") on which both of the following are true: (i) this Agreement has been approved by the Agency's governing board; and(ii)this Agreement has been executed by the appropriate authorities of the Agency, the Successor, and the Assignee; provided, however,that if Assignee fails to acquire fee title to the Property by December 31, 1999, 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 Successor,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 DDA(hereinafter defined) shall once again become effective as to the Property and all terms, provisions, and covenants of the DDA shall once again apply to the Property as if this Agreement had never become effective. This Agreement shall be executed by the appropriate authorities of the Successor 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 by the Agency's designated authority within one (1) day 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 December 21, 1999, or, if it approves this Agreement by said date but thereafter fails to execute this Agreement on or before the one (1) day period set forth above, then either the Successor 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 Plan 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 June 4, 1999. 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. RVPUBWICR\544688 -3- 99 2384799 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 Property (hereinafter defined) by the construction of two (2)three-story professional office buildings of not less than 19,000 square feet each, over a subterranean parking deck, or (at Assignee's option and with the Agency's approval) with a three (3) story parking deck between the office buildings, as defined in, and in accordance with, the Scope of Development (Exhibit 2). The development of the Property pursuant to this Agreement is in the best interests ofthe 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. 2.3 Prior DDA. The Agency and EMKAY Development, Inc.("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, and the Developer's rights and obligations under the DDA as to certain portions of the Site have been assigned by contract or operation of law to various successor entities, including the Successor. 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 and Subsequent Mesne Conveyances. 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." The Successor acquired Parcel D from one of the Developer's successors in interest at a trustee's sale following all legally required procedures. RVPUB\KKR\544688 -4- 99 2384799 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 D, i.e., the construction of not less than a 36,000 square foot office building. Parcel D shall hereinafter be referred to in this Agreement as the "Property." A legal description of the Property is attached as Exhibit 1-A and a map of the Property is attached as Exhibit 1-B. 3. SPECIAL TERMS 3.1 Effect of DDA with Respect to the Site and the Property. From and after the Effective Date of this Agreement, the Agency's, Successor's, and Assignee's rights and obligations with respect to the Property will no longer be controlled by the 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 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 Property. All covenants running with the Property as set forth in the DDA shall be released as of the Effective Date of this Agreement and replaced with those covenants set forth herein. 3.2 Scope of Development and Development of Property. The Property shall be developed by the Assignee as described in Section 2.2("Assignee Project"),in accordance with those plans and specifications submitted to the City of Arcadia and Agency, on file therein, and identified in the 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 RVPUB\KKR\544688 -5- 99 2384799 99 4799 1 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 the Agency's governing board's authorization; provided, however, that, such extensions of time may not exceed four(4) 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. 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. 4. STANDARD TERMS 4.1 Taxes and Assessments. Any assessments and ad valorem taxes on the Property levied, assessed or imposed for any period prior to the conveyance of title of the Property to the Assignee shall be paid by the Successor. The Successor shall timely pay all such taxes and assessments levied against the Property 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 Property for any period following conveyance of the Property to the Assignee shall be paid by the Assignee. The Assignee shall timely pay all taxes and assessments levied against the Property subsequent to the conveyance of title to the Assignee. 4.2 Soils Condition of the Property. Subject to the terms of the Soils Condition Warranty described in Section 3.1, which the Agency, Assignee and Successor agree applies solely to the presence of toxic or hazardous waste and not to the presence or absence of geotechnical conditions, including, but not limited to, soil components, density or compaction unless such geotechnical conditions are proximately related to the presence of toxic or hazardous waste or RVPUB\KKR\544688 -6- 99 2384799. materials, if the Assignee determines that the soils condition of the Property is not in all respects entirely suitable for the use or uses to which the Property 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 Property in a condition suitable for the development of the Property in accordance with this Agreement. 4.3 Design and Development Standards. The Assignee shall develop the Property as provided in the Scope of Development, 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 Property 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 Property, 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 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 RVPUB\KKR\544688 -7- 1a 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. The Agency will use reasonable efforts, at no material expense to the Agency, to cause the City of Arcadia to plant and maintain attractive landscaping to shield (to a reasonable degree) the municipal water tanks on the City-owned property adjacent to the Assignee Project. 4.6 Cost of Construction. The cost of developing the Assignee Project on the Property, • 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; provided, however, that the Agency will use its reasonable efforts, at no material expense to the Agency, to cause the City of Arcadia to waive part or all of its plan check and/or building permit fees related to the Assignee Project. 4.7 Construction and Development Schedule of Performance. The Assignee shall begin and thereafter complete the construction of the Assignee Project on the Property in accordance with the 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, or alleged to be caused, by any acts, errors or omissions of the Assignee or its officers,directors,agents,servants,employees or contractors. The Assignee shall not RVPUB\KKR\544688 -8- 99 23'84799 • 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. Prior to the commencement of construction on the Property, the Assignee shall furnish or cause to be furnished to the Agency duplicate originals of and appropriate endorsements to its 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 Property 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. 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 Property, 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 I Agency shall provide reasonable non-financial assistance to the Assignee in securing these permits or approvals. The Assignee shall carry out the construction of the Assignee Project on the Property RVPUB\KKR\544688 -9- --- ---_ ---- --- - 1 LA 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 unlawfully 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 Property or any part thereof, that there shall be no unlawful 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 Property, nor shall the Assignee, or any person claiming under or through it, establish or permit any such unlawful 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 Property. The foregoing covenants shall run with the land and shall remain in effect in perpetuity. All deeds, leases or contracts relative to the Property 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 unlawful 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 herein conveyed, nor shall the grantee himself or any person claiming under or through him, establish or permit any such practice or practices of unlawful 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." RVPUB\KKR\544688 -10- 99 2384799 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 unlawful, 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 unlawful 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 unlawful 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 unlawful 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." 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 Property 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 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 ofthe Agency or its officers,directors,agents,servants,employees or contractors with respect to the Agency's entry upon the Property. 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. RVPUB\KKR\544688 -1 1- 99 2384799 a 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 Successor 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. By their entry into this Agreement, the Successor and the Assignee agree that the Agency still possesses a valid power oftermination and that title to the Property 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 Property based upon the Developer's or Successor's acts or failures to act occurring before the Effective Date of this Agreement. 4.12.2 Property. 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 Property, together with all improvements thereon, and to revest in the Agency fee simple title to the Property 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 obtain a Certificate of Completion for the Assignee Project by October 15, 2001, 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 Property or RVPUB\KKR\544688 -12- 99 2384799 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 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 Property by grant deed or court decree, the Agency shall use its reasonable good faith efforts to resell the Property 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 Agreement and the Redevelopment Plan. Upon such resale of the Property (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 oftrust,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 RVPUBUKKR\544688 -13- 99 2384799 third party personnel engaged in such actions, in connection with the recapture, management and resale of the Property or any part thereof; all taxes, assessments and utility charges paid by the City and/or the Agency with respect to the Property 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 ofthe Assignee Project or any part thereof upon the Property; and amounts otherwise owing to the Agency by the Assignee or its successors in interest to the Property 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 Property or any part thereof, equal to the sum of(1) the product of$13.00 multiplied by the actual square footage of the Property; and(2)the third party costs actually incurred and paid by the Assignee for the development of the Property including, but not limited to, costs of carry,taxes, and items as set forth in the Assignee's cost statement,which shall be 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 Property as provided above, but which were in the first instance incurred with respect to the Site as a whole, then such costs and expenses shall be allocated to the Property by a percentage equal to the RVPUMICICR -14- 99 2384799 I quotient obtained by dividing the actual gross square footage of the Property by the actual gross square footage of the Site. 4.12.3 Agency Review of Property Grant Deed. The Agency shall have the right of reasonable review and approval of the grant deed conveying the Property from the Successor 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 Property 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 Property and any other expenditures necessary to appropriately develop the Property 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 Property shall be extinguished and the Agency shall have no right to reenter, repossess, terminate and revest the Property. 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 Property 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 Property(as applicable)in accordance with Civil Code Section 1109, as hereafter amended or substituted. Such conveyance shall be duly RVPUB\KKR\544688 -15- Q9 2. 1S47Q9n 7 • 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. IlVIlVIEDIATELY 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 PROPERTY(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. 1// 11:1114p / �� • ---M 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 PROPERTY. THE ASSIGNEE HEREBY EXPRESSLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL 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 COMPENS ABLE DAMAGES. THE ASSIGNEE FURTHER EXPRE S SLY 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 WAI R AND RE QUISHMENTOF GHTS. ASSIGNEE'S INITIALS )p ili\ l ,—...Vg er RVPUB\KKR\544688 -16- 99 2384799 4.12.7 Stipulation and Contingent Creation of New Power of Termination. The Successor and the Assignee stipulate and agree that the Agency possesses an enforceable Power of Termination as to the Property, as such Powers of Termination are described in California Civil Code Section 885.010, et m. The Successor 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 oftime,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 Property based upon the,Developer's or Successor's acts or failures to act occurring before the Effective Date of this Agreement. The immediately preceding paragraph notwithstanding, the Successor 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 Property, with provisions identical to that set forth in Section 5.07 of the DDA, as amended by this Section 4.12. 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 Property 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 or 4.13.2 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 Property. • RVPUB\KKR\544688 -17- 99 2384799 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 ofthe Property 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. 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. No unpermitted sale, transfer, conveyance, lease, or assignment of all or any portion of this Agreement or the Property shall be deemed to relieve the Assignee or any other party from any obligation under this Agreement, nor shall any such unpeimitted sale, transfer, conveyance or assignment transfer any rights in the Property or this Agreement. 4.14 Permitted Encumbrances. Section 4.13 notwithstanding,mortgages,deeds oftrust, sales and leasebacks or any other form of conveyance required for any reasonable method offinancing the acquisition of the Property 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)ofthe Assignee Project and any other expenditures necessary and appropriate to develop the Property(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. RVPUB\KKR\544688 -18- 99 2384799 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 to execute such documents as are reasonably necessary to confirm that the lender's lien and interest in the Property is subordinate to this Agreement and the Power of Termination, 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 Property or construct improvements thereon except in strict compliance with this Agreement. Any right,title or interest in the Property(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 financing real estate acquisition, construction and land development in Los Angeles County. 4.15 Certificate of Completion. Upon the Assignee's completion of the construction of the Assignee Project (including all "punch list" corrections), 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 RVPUB\KKR\544688 -19- 99 2384'799 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 Property 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. 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 to any holder of a mortgage or any insurer of a mortgage or a Certificate of Occupancy as provided by the City's municipal code. 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 Property or any part thereof, that, until the expiration of the Redevelopment Plan,the Property 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 RVPUB\KKR\544688 -20- 99 2384799 Z" in interest to the Property 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 Property or any portion thereof may not be used, or otherwise sold, transferred, conveyed, assigned, leased, lease-back, or hypothecated(collectively,"Tax Exempt Conveyance")to or for any use that will result (i) in more than fifty percent (50%) of the assessed value of the Assignee Project and/or Property (as established in the year immediately preceding the Tax Exempt Conveyance)being held by an entity which is exempt, in whole or in part, from the payment of ad valorem property taxes or possessory interest taxes; or(ii)in the assessed value of the Property as a whole being less than the product of$6.50 multiplied by the actual square footage of the Property. 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 Property 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 Property or any part thereof; as established by the Los Angeles County Assessors Office, in a manner which would cause the assessed value of the Property (or any part thereof) to be less than the product of$13.00 multiplied by the actual square footage of the Property; provided, however, that the foregoing prohibition shall not be applicable if such contest is related to Assignee's contest of an Assessor's determination concerning the tax exempt or tax reduced status of an entity acquiring an interest in the Property or Assignee Project as a result of a Tax Exempt Conveyance; provided, further, that in no event may the assessed value be contested to a level less than the product of $6.50 multiplied by the actual square footage of the Property. RVPUB\KKR\544688 -21- 99 2384799 c2 tO 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 Property, Assignee Project or any part thereof, that, until expiration of the Redevelopment Plan, so long as there is any use of the Property or the Assignee Project (or any part thereof), (i) such use shall be for the uses described in Section 2.2 hereof; and(ii) the Property 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 forthin Section 4.10 and Sections 4.16.1 through 4.16.4 touch and concern the Property, and every part thereof, and constitute covenants running with the Property and every part thereof. These covenants may be enforced by the Agency 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 Property. 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 ofthe 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. RVPUB\KKR\544688 -22- 99 2384799 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. Anything to the contrary in this Agreement notwithstanding, including, without implied limitation, Sections 2.7 and 3.1 hereof, upon such termination,the DDA shall once again become effective as to the Property and all terms,provisions, and covenants of the DDA shall once again apply to the Property 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 Successor or Assignee, any successors or assignees, or any lender or party holding an interest RVPUBUCICR\544688 -23- 99 2384799 in the Property in the event of any default or breach by the Agency, or for any amount which may become due to the Successor or Assignee 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 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 Property 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 Successor RVPUB\KICR\544688 -24- 99 2384799 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 Successor'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. 4.24 Amendments to This Agreement. The Agency, Successor 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 Successor, but only if such amendment directly affects the Successor'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 Successor 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 Successor 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 Successor and the Assignee due to the fact that a federal right or question is alleged to be at issue, 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 Successor and Assignee specifically waive, to the RVPUB\KKR\544688 -25- 99 2384799 $C) 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, Successor 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. 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 Successor's and Assignee's respective obligations under this Agreement are not intended to benefit any party other than the Agency,the Successor 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. RVPUB\KKR\544688 -26- 99 2384799 The foregoing notwithstanding, the City of Arcadia is declared to be an intended third party beneficiary as to performance of the Successor's and Assignee's obligations and covenants under this Agreement. [Signatures.on the following pages] RVPUB\KKR\544688 -27- 99 23Rt. 7oa SIGNATURE PAGE TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT THE ARCADIA REDEVELOPMENT AGENCY a California public agency Dated: 1411 By: Executive Director ATTEST: it -7),_.,,..,..,___, /a, i / „., ency Secretary APPROVED AS TO LEGAL FORM: BEST BEST &KRIEGER LLP _. � ) !I Ste, en P. 0 e1t. Agency General Counsel RvPUB, ,544688 -28- 99 2384799 a • SIGNATURE PAGE TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT WESTERN SECURITY BANK a national banking association Dated: --(✓�/i� �1 By: Its: Cca By: A(Z'��./ Its: ea741/ PV • • RVPUB ,544688 -29- 99 2384799 SIGNATURE PAGE TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT GARY MORRIS a California limited liability company Dated: .— /7 f B : 14/ Y 11A ' . At Gary ' • n • Its: Manager RVPUB\KKR\544688 -30- 99 2384799 r • 35 SIGNATURE PAGE TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT THE LOS ANGELES DISTRICT ADVISORY BOARD (CHURCH OF THE NAZARENE) a California non-profit corporation Dated: A--/ " cis` B Y: ei.Lfr/ `L`i Its: Or %- . r Dated: I 1/ 7- 99 By: ILO Its: 7-74,t m S RVPUB\KICR\544688 -3 1- 99 2384799 • STATE OF CALIFORNIA ) CAPACITY CLAIMED BY SIGNER: ❑Individual(s) COUNTY OF LOS A-nS ) Corporate • Officer(s) ❑Partner(s) • ❑Attorney-in-Fact Cl Trustee(s) On 20, 1999, before me, the undersigned ❑Subscribing Witness n tary public, personally appearedJok1Y16I or\ki..rdY►t-e,�uaedian/Conservator personally known to me OR ❑ proved to me on the basis S NER IS REPRESENTING: of satisfactory evidence to be the person(s) whose names) NAME OF PERSON(S)OR ENTITY(IES) ubscribed to he within instrument and acknowledged to me that •= -afOxecuted the same in -•- - authorized capacity(ies), and that by --' signature s on the instrument the person(s), or e entity upon behalf of which the person(s) acted, executed the instrument. ,l,,,li,,,I1111Illitlpllll 11 ltll lllll11I1111lIpii 111 H II III 1 1,11111111 11 l II I1111lUI HHtI i li':+1.�111I1111IBil tl 111 WITNESS m hand and official seal. = f IFFANY E. COHELLO ,� COMM. # 1226526 0°0LOS ANGELES COUNTY fn ' ;.Y, NOTARY PUBLIC - CALIFORNIA� � - `t`!9= My Comm.Expires June 27,2003 =_ Fr im,11„Ht11,17Ht111::;,IJ1111n11111 ^IIiH,rtltlilli.rillti7tlil:itilitillR II'""'7tl11ilIIH1111i1 Signature of Notary ' . Ic • • • • RVPUBRICICR\544688 99 2384799 STATE OF CALIFORNIA ) CAPACITY CLAIMED BY SIGNER: ❑Individual(s) COUNTY OF j 05 AtI651E S ❑Corporate Officer(s) ❑Partner(s) ❑Attorney-in-Fact ❑Trustee(s) • On /a—/7 , 1999, before me, the undersigned ❑Subscribing Witness notary public, personally appeared (,'4ry W. /SID/Y75 ❑G iedia nL�r personally known to me OR ❑ proved to me on the basis SIGNER I REPRESENTING: of satisfactory evidence to be the person(s) whose name(s) NAME OF PERSON(S)OR ENTITY(IES) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand d official seal. .;1.4��:�;1,• t.lo.C�s 1 A IjROE _LS fA Co RRE LL #1 , Commission#1233512 12 Notary Public-California g M 9ees cau3ont y 202 Signature of Notary Public j �M • RVPUB\KKR\544688 • 99 2384799 STATE OF CALIFORNIA ) CAPACITY CLAIMED BY SIGNER: ❑Individual(s) COUNTY OF X05/WO e4g 5 ) gCorporate Officer(s) '7/1,i, ❑Partner(s) ❑Attorney-in-Fact ❑Trustee(s) On /A2-17 , 1999, before me, the undersigned ❑Subscribing Witness notary public, personally appeared DO/7 NUgAeS ❑Guardian/Conservator ❑Other ❑ personally known to me OR l 'proved to me on the basis SIGNER IS REPRESENTING: of satisfactory evidence to be the person(s) whose name(s) NAME OF PERSON(S)OR ENTITY(IES) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. CAROL FARREL C233512 &1tI1 _ Nary Public-California Los Angeles County Signature of Notary Public MyComm.FxpiesCount 2003 RVPUB\KKR\544688 99 2384799 STATE OF CALIFORNIA ) CAPACITY CLAIMED BY SIGNER: ❑Jndividual(s) COUNTY OF 4654/v6,ELE5 ) Corporate Officer(s) ❑Partner(s) ❑Attorney-in-Fact ❑Trustee(s) On /02 '/7'99, 1999, before me, the undersigned ❑Subscribing Witness Other notary public, personally appeared Jerr/L.re..105On , ❑O Other❑ an/Conservator ❑ personally known to me OR liroved to me on the basis SIGNER IS REPRESENTING: of satisfactory evidence to be the person(s) whose name(s) NAME OF PERSON(S)OR ENTITY(IES) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. A/1 CAROLE FARRELL ' ' a` Commission#1233512 /1J /`' //J Z «� Not Public-California zr,��/'/L Z Los Angeles County Signature of Notary Public �` � g ry my Comm. Aug 30,2�i RVPUB\KKR\544688 99 2384799 STATE OF CALIFORNIA ) CAPACITY CLAIMED BY SIGNER: ❑Individual(s) COUNTY OF ISIS /l(¢ 5 ) El Corporate 0 Officer(s) ❑Partner(s) ❑Attorney-in-Fact • ❑Trustee(s) On , 1999, before me, the undersigned ❑Subscribing Witness n tary public, personally appearedadln ,efl rl�.Te�ran+.•.�ac.r Guardian/Conservator ther personally known to me OR ❑ proved to me on the basis SI NER IS REPRESENTING: of satisfactory evidence to be the person(s) whose name(s) NAME OF PERSON(S)OR ENTITY(IES) —is/ re subscribed to the within instrument and acknowled ed to me that -- --: ' executed the same in-hi37ti their authorized capacit ies and that by-•'- '= d signature(s) on the instrument the person(s), or the entity upon behalf of which the person) acted, executed the instrument. WITNES, my hand and official seal. 1.PV= . TIFFANY E. COHFLLO rn COMM. # 1226526 d r LOS ANGELES COUNTY "OPIIP cn • ;,:a .'' NOTARY PUBLIC - CALIFORNIA h7y COMM. 20 Signature of Notary Publ' • • Glrtnxuummunn::+innuumnm rm+ntmmmnm+in ln�ne 21 i 03 um RVPUB\KKR\544688 99 2384799 STATE OF CALIFORN A ) CAPACITY CLAIMED BY SIGNER: ❑Individual(s) COUNTY OF e ) 21 Corporate 4rcadi& Officer(s)kQdv a/OHOp0/ir ❑Partner(s) .45eney ❑Attorney-in-Fact é' ' .c o ❑ Trustee(s) 47/feel,- Ori Lac. z 7— , 1999, before me, the undersigned ❑Subscribing Witness � ❑Guardian/Conservator notary public, personally appeared Li,i/,ate, �/ y ❑Other E4 personally known to me OR ❑ proved to me on the basis SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) • of satisfactory evidence to be the person(x) whose name is/ape subscribed to the within instrument and acknowledged • to me that he/ske/grey executed the same in his/hhr/tlir authorized capacity(igg), and that by his/lfr/tlir signature(' on the instrument the person(, or the entity upon behalf of which the person(>0 acted, executed the instrument. WITNESS my hand and official seal. •'" JUNE D.ALFORD WO ANGELIS CANN •• � / �o�;L comm.01207M ature of Notary ' . is EI«JlILco no m womPuwacmarawatf • RVPUB\KICR\544688 9q 2 c4'74o EXHIBIT 1-A TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT Legal Description of Property PARCELS 1 AND 2 OF PARCEL MAP NO. 21841, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 241 PAGES 2, AND 3 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THOSE PORTIONS OF LOTS 5 AND 6,BLOCK 84,PART OF SANTA ANITA TRACT,IN THE CITY OF ARCADIA,AS PER MAP RECORDED IN BOOK 34 PAGES 41 AND 42, OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EASTERLY LINE OF SECOND AVENUE, 60 FEET WIDE, AS SHOWN ON SAID MAP OF SAID TRACT,WITH A LINE PARALLEL WITH AND 10 FEET NORTHERLY, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF THAT 40 FOOT WIDE STRIP OF LAND DESCRIBED IN DEED RECORDED IN BOOK 423, PAGE 269, OF DEEDS, OF SAID COUNTY; THENCE ALONG SAID EASTERLY LINE, NORTH 0° 01' 16" EAST 120.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 89° 55' 27" EAST 597.66 FEET,MORE OR LESS, ALONG A LINE PARALLEL WITH SAID NORTHERLY LINE, TO THE SOUTHWESTERLY LINE OF THAT 60 FOOT WIDE STRIP OF LAND DESCRIBED IN DEED RECORDED IN BOOK D 1244 PAGE 330, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 36° 13'04"EAST 0.12 FEET;THENCE NORTH 89°57' 15" WEST 597.73 FEET TO SAID EASTERLY LINE;THENCE NORTH 0°Or 16"EAST 0.41 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT THEREFROM; ALL OIL, OIL RIGHTS, NATURAL GAS RIGHTS, MINERAL RIGHTS,ALL OTHERHYDROCARBON SUB STANCES BY WHATSOEVERNAME KNOWN, AND ALL WATER, CLAIMS OR RIGHTS TO WATER, TOGETHER WITH APPURTENANT RIGHTS THERETO,WITHOUT,HOWEVER,ANY RIGHT TO ENTER UPON THE SURFACE OF SAID LAND NOR ANY PORTION OF THE SUBSURFACE LYING ABOVE A DEPTH OF (NOT SHOWN)FEET,AS EXCEPTED OR RESERVED BY DEED RECORDED APRIL 7, 1969 AS INSTRUMENT NO. 2787, OF OFFICIAL RECORDS. RVPUB\KICR\544688 Exhibit 1-A 99 2384799 E-13 EXHIBIT 1-B TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT Map of Property [attached behind this page] RVPUB\KICR\544688 Exhibit 1-B 99 2384799 `A 1 // , A Johnson \ \ LOCATION MAP ' z � ± t-•• :.r;•. \ N: . , a- , 8 p , , _.. . \ C7a 4.• .. ,a 3 • :. ,____ dFeyv ' '� rl -w I met • \ . _ • • • �• ` St. Joseph -�` \ s Water Facility \ Parcel E �p. . \ ...- .\::;:. \ " Tnrrntlrrmamirmrmrnstrrzkrat71 \ ' (ESA) , _- 7 '• "'c . / 1. Q .0 - ' Parcel D = I.�.• (WSB Property,°, / (ICD) I I a , ® _ ti .. ••- ,•. O SANTA CLARk STREET . I II I \ r rla_Z. — 1.•.141 u f r' i •\ .... r? Residence . j :a iii l i t.wrs��...v ' In�s� = =-_.c u,-• 1; S! Zi am m �- q9,:y: • O I _ m :r, to p ,,°k g • U I i no �IIIIIIIII e\, . al I �.In 2 51% :a 9:4 • ▪ I - '" �. as Y' ��+ TWA. •ti�l` w----�•Irr• •�. a Up. Sl `. 912 (Part . r•I LIIIIIISII1lii 7. .. , 1 . ''p t` \ ',. \ Park1nQ�~ P.3 ' a �+ • s ?° 3.∎So ?RD r 2 * '' .▪t I t_ . Gateway Er..-�'i.;..:'* 'sy\ I I: Derby ri Piaantatio .r;, , Y L' 5' ;'). 1J y ti Drive ,-I j,.. .1:I:1 sel;., :13 < ! `� I Lb: :kJ I I, I ti� a, •` HUNTINGTON DRIVE • •:.. ' A s ..: 1... I rs .�Irr... ..a.. „t w o,, I !a 4•2 '; > e *1.-64 :1 a 2 II • . BOUNDRY SURVEY MAP SCALE l ' : 200 ' • 1 Emkay Development Co./Arcadia Redevelopment Agency .,'..\- Disposition & Development Agreem�st t a C h m a[1 t 1 N O R T H November 17, 1987 . 34 EXHIBIT 2 TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT Scope of Development Property The Assignee shall design and construct two 19,000 sq. ft. three story office buildings (or a minimum of at least 38,000 square feet) over one deck of subterranean parking to City of Arcadia codes, as more fully set forth on plans by John Corey, architect, Pasadena, receipt dated August 9, 1999 and colored elevations and color board approved by the Arcadia Redevelopment Agency on September 7, 1999. Alternatively, the Assignee may design and construct an above ground three story parking garage between the two office buildings, provided that such design is ' submitted to and approved in the future by the Agency's governing board. RVPUB\KICRl544688 . . EXHIBIT 2 TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT Scope of Development Property The Assignee shall design and construct two 19,000 sq. ft. three story office buildings (or a minimum of at least 38,000 square feet) over one deck of subterranean parking to City of Arcadia codes, as more fully set forth on plans by John Corey, architect, Pasadena, receipt dated August 9, 1999 and colored elevations and color board approved by the Arcadia Redevelopment Agency on September 7, 1999. Alternatively, the Assignee may design and construct an above ground three story parking garage between the two office buildings, provided that such design is submitted to and approved in the future by the Agency's governing board. • RVPUB\KKR\544688 Exhibit 2 99 2384799 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 -PRE DDA APPROVAL BY DATE Agency forwards second draft DDA to Successor and Assignee December 1, 1999 Successor and Assignee review, negotiate, and verbally approve draft DDA December 8, 1999 Agency forwards final DDA to Successor and Assignee December 13, 1999 Successor and Assignee return executed DDA to Agency December 21, 1999 By 5:00 p.m. Agency schedules DDA meeting for December 21, 1999 December 21, 1999 POST DDA- APPROVAL Council/Agency meeting to consider DDA and, possibly, December 21, 1999 Design Review If approved, Agency executes DDA; sends one original to December 22, 1999 Escrow for recordation prior to close of escrow between Successor and Assignee; duplicate originals to Successor and Assignee Developer submits 10 sets of plans/elevations and color/ January 24, 2000 material board to Agency Agency considers Design Review February 15, 2000 Building plans submitted and fees paid for Plan Check June 1, 2000 RVPUB\KKR\544688 Exhibit 3 99 2384799 i 1 u �'`�ga 6 Building plans approved, building permit issued, building July 15, 2000 permit fees paid Construction/grading begins September 1, 2000 Building pads completed (subsurface parking) January 1, 2001 Framing completed May 1, 2001 Buildings completed August 1, 2001 Project completed; facilities open September 1, 2001 Assignee submits request for Certificate of Completion September 15, 2001 Agency consider Assignee's request for Certificate October 15, 2001 of Completion. If approved, forward to Assignee for recordation RVPUB\KKR\544688 Exhibit 3 99 2384799 y EXHIBIT 4 TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT 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 the existence within the Property of any toxic or hazardous waste material or substances; (c) The Agency has no knowledge of(i) the existence within the Property of any toxic or hazardous waste material or substances 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 on the list of sites known to contain toxic or hazardous waste materials or sub- stances 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 reason- able attorneys fees) which the Developer may incur as a result of a subsequent determination that toxic or 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 action 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 Close 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. • RVPUB\KKR\544688 Exhibit 4 99 2384799 • 99 2a84799 ILLEGIBLE NOTARY SEAL DECLARATION • GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached • reads as follows: Name of Nota ry JOI(1-E • AiI( Date Commission Expires /-1 3- Notary Identification Number (For Notaries commissioned after 1-1-1992) Manufacturer/Vendor Identification Number Prs1 (For Notaries commissioned after 1-1-1992) Place of Execution of this Declaration mOrtactik _ Date 17 79 S' nature(Firm name if any) R747 1/92 0C. / lJ -/� ty , •M►' .• AD, IP tip %202•09' MEMORANDUM DEVELOPMENT SERVICES DEPARTMENT DATE: December 21, 1999 TO: City Council FROM: Don Penman, Assistant City Manager/Development Services Director By:t)Pete Kinnahan, Economic Development Administrator L. RE: Report and Recommendation to Approve the 1998-99 Redevelopment Agency Annual Report to the State Controller and the State Housing and Community Development Department Summary This matter was continued on December 7, 1999, to tonight's meeting. The California Redevelopment Law requires the preparation of an annual report on an Agency's financial transactions, including an audit, and a detailed report on the Agency's activities in low/moderate income housing for the previous fiscal year (1998- 99). The report is to be forwarded by the Agency to the legislative body (City Council) for review and transmittal to the State Controller prior to December 31, 1999. 'Staff recommends approval of the 1998-99 Annual Report (attachment) by the City Council and authorization to transmit the report to the State Controller. Discussion The Agency annually submits a detailed report on the status of the Agency's previous year's finances on forms provided by the State Controller. This year's report, as in previous years, has been prepared by the Agency's audit firm, Lance Soil Lunghard (LSL). The housing component of the Annual Report has been prepared by both LSL (financial section) and the staff (housing projects/programs). Financial Impact The report must be submitted to the State by December 31, 1999, to avoid financial penalty of$10,000. LASER IMAGED ��`` (,/‘) . /A, 4 4 4 , ; ,t t y A Arcadia Development Agency December 21, 1999 Page 2 Recommendation It is recommended that the City Council approve the Report and authorize staff to forward it to the State Controller. V�1 � Approved: City Manager - "ANNUAL REPORT OF HOUSING ACTIVIT'� OF COMMUNITY REDEVELOPMENT AGENCIES • FOR FISCAL YEAR ENDED 6 / 30 / 99 Agency Name and Address: County of Jurisdiction: Arcadia Redevelopment Agency Los Angeles City Hall P.O. Box 60021 Arcadia, CA 91066 Redevelopment agencies must report annually on their housing activities and maintenance and use of the Low&Moderate Income Housing Fund(Health and Safety Code Section 33080.1). A copy of this report must be filed with the Department of Housing and Community Development(HCD)(Section 33080.3). HCD must compile and publish annually a report of redevelopment agencies' housing activities(Section 33080.6). Please answer each of the following 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. i. 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. 2. Did the agency conduct any housing activity outside of adopted redevelopment project areas during the reporting period? ❑ Yes.Prepare and submit one copy of SCHEDULE HCD-B for the agency. E 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 during the reporting period? ® Yes.Prepare and submit one copy of SCHEDULE HCD-C for the agency. ❑ No. Do not submit Schedule HCD-C. • 4. Were any housing projects completed during the reporting period? ❑ Yes.Prepare and submit all applicable HCD Schedules Dl-D7 for each housing project completed and an HCD Schedule El summarizing all housing projects completed. la No. Do not submit HCD Schedules D1-D7 or HCD Schedule El. 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. Don Penman tsi Date Signature of Authorized Agency Representative Deputy Executive Director/ Development Services Director Title 626-574-5414 Telephone Number California Redevelopment Agencies-Fiscal Year 1998-99 HCD-Cover Cover(9/23/99) Page 1 of 1 SCHEDULE HCD-A Project Area Activity for Fiscal Year Ended 6 / 30/ 99 Agency Name: Arcadia Redevelopment Agency Project Area Name: Central (Downtown)/Project Preparer's Name,Title: Peter Kinnahan, Econ. Dev. Adm. Preparer's E-Mail Address: pkinnahan @ci.arcadia.ca.us Preparer's Telephone No: 626-574-5408 Preparer's Facsimile No: 626-447-3309 General Information 1. a Year plan for project area was adopted: 1974 Current expiration of redevelopment plan: 1 / 25 / 14 mo day yr b. If project area name has changed, give previous name(s) or number: NA c. Year(s)project areas merged: NA , Project areas merged: d. Year(s)real property was: (1.) added: NA , , (2.) removed: NA , 2. Project areas adopted, and areas added by amendment, after 12/31/75 are subject to section 33413. All other project areas are subject to Section 33413(a),effective 111/96,with respect to housing activity specified in Section 33413(d). An agency may elect to make all or part of Section 33413 apply to a project area for which a plan was adopted before 1/1/76. If the redevelopment plan for the subject project area was adopted before 1/1/76, and the agency has elected to apply all or part of Section 33413,provide the date and scope of the resolution. Date: / / ; Scope: NA mo day yr Project Area Housing Fund Revenues and Other Sources 3. Report all revenues and other sources of funds from this project area which accrued to the agency's Housing Fund this reporting year. Any income related to agency-assisted housing located outside the project area(s) should be reported as "Other Revenue" on line 3j. (of this Schedule A), if this project area is named as beneficiary in the authorizing resolution. Any other revenue sources not reported on lines 3a.-3i., should also be reported on line 3j. Enter the full 100% of gross tax increment allocated(prior to any pass through and deduction for fees)on line 3a(1). Calculate 20%of gross tax increment and enter the amount on line 3a(2). To determine the amount of Tax Increment deposited to the Housing Fund(line 3a(6)), subtract allowable exempted (line 3a(4)) or deferred (line 3a(5))amounts from the Tax Increment Allocated to Housing Fund(line 3a(3)). NOTE: Expenditures for debt service should be reported on Schedule HCD-C (Page 2,Line 3c.). Dollar amounts for items HCD-A Iines 3a.-3f. and 3i. (where an italicized line number is noted in parentheses) can be taken directly from that line number on the State Controller's Annual Report of Financial Transactions of Community Redevelopment Agencies,Project Area Income Statement, except for the reclassifying of Transfers-In from Internal Funds and the reporting of Other Sources as discussed below. Transfers-In from other internal funds: The specific sources of transferred funds must be reported in items HCD-A lines 3a.-j. For example: transfers into the Housing Fund from the Debt Service Fund for the deposit of the 20% setaside should be reported on line 3a(3). Other Sources: Non-GAAP revenues such as land sales for those Agencies using the Land Held for Resale method to record land sales should be reported on HCD-A line 3d. Money received for the repayment of loan principal to the Housing Fund should be included on HCD-A line 3h. California Redevelopment Agencies-Fiscal Year 1995-99 HCD-A Sch A(9/23/99) Page 1 of 5 ti ,ccncy Name: Arcadia Rede✓el( 1-It Agency Project Area Nan', 'e"tr21 (Downtown)/Project • 3. a. Tax Increment: 1412,' (1) l00% of Gross (line 1E): S (2) Minimum Deposit to Housing Fund (Line 3a(1) x 20%): S (3) Tax Increment Allocated to Housing Fund * 5 Less: (4) Amount Exempted(if there is an amount exempted, also complete question 144 (HCD-A, Page 3 of 5): (5 ) (5) Amount Deferred (if there is an amount deferred, also complete question 415 (HCD-A, Page 3 of 5): (5 (6) Tax Increment Deposited to Housing Fund [actual amount deposited,Lines 3a: (3)- (4)-(5)] S * If less than 20% of the Gross Tax Increment(see 3a(2) above) is being set aside in this project area in accordance with Section 33334.3(i); identify the project area(s) contributing the difference: * Explain below if less than 20% is being set aside for any other reason: b. Interest Income(line 5): S c. RentaULease Income (lines 6+ 7): S d. Sale of Re4. Estate(line 8): S e. Grants (lines 9 + 10): S f. Bond Administrative Fees(line 11 ): S g. Deferral Repayments: S h. Loan Repayments: S i. Debt Proceeds (line 39): S j. Other Revenue(Specify) S k. Total Housing Fund Deposits for this Project Area (add 3a(6). through 3j.): S California Redevelopment Agencies-Fiscal Year 1998-99 HCD-A Sch A(9/23/99) Page 2 of 5 During fiscal year 1998-99, the State Department of Housing and Community Development again made substantial changes to its reporting forms. the information which follows has been abstracted from the State Controller's Report In an effort to assist you in the preparation of the various financial schedules of the HOD • report. It is not all inclusive as HCD uses different expenditure classification and requires additional computations. Please review it carefully and make any changes you deem necessary. Central XXXXXX XXXXXX XXXXXX XXXXXX XXXXXX Redevelopment ARCADIA REDEVELOPMENT AGENCY Project HCD-A Reporting Form-One form required for each project area Computed percentage deposited in the Low and Moderate Housing Fund 20.00% None None None None None (if less than 20% you must indicate actual % on form) Line 3. a. Tax Increment (1) 100% of Gross $ 2,589,662 $ 0 $ 0 $ 0 $ 0 $ 0 (2) Minimum Deposit to Housing Fund (line 1 x 20%) $ 517,932 $ 0 $ 0 $ 0 $ 0 $ 0 (3) Tax Increment Allocated to Housing Fund (Actual) $ 517,932 $ 0 $ 0 $ 0 $ 0 $ 0 Less: 0 (4) Amount Exempted -Complete HCD-A Pg 3 of 5 ( 0 ) ( 0 )( 0 ) ( 0 ) ( 0 ) ( 0 (5) Amount Deferred-Complete HCD-A Pg 3 of 5 ( 0 ) ( 0 ) ( 0 )( 0 ) ( 0 ) (6) Tax Increment Deposited to Housing Fund $ 517,932 $ 0 $ 0 $ 0 $ 0 $ 0 (if current deferral is present it will be part of increment -subtract it and enter on the "Deferred Repayments Line" below.) b. Interest Income (line 5) 27,124 0 0 0 0 0 c. Rental/Lease Income (lines 6 + 7) 0 r 0 0 0 0 d. Sale of Real Estate (line 8) 0 0 0 0 0 e. Grants (lines 9 + 10) 0 0 0 0 0 0 f. Bond Administrative Fees (line 11) 0 0 0 0 0 g. Deferral Repayments h. Loan Repayments I. Debt Proceeds (line 39) 0 0 0 0 0 0 j. Other Revenue (Specify) Gain on Land Held for Resale 0 0 0 0 0 0 Other taxes (TOT, Sales tax, Etc.) 0 0 0 0 0 0 Sale of fixed assets 0 0 0 0 0 0 Other revenue-detail on HCD report forms 646 0 0 0 0 0 Transfers in -detail on HCD report forms transfer purpose 0 0 0 0 0 0 I. Total L & M Deposits _ $ 545,702 $ 0 $ 0 $ 0 $ 0 $ 0 a_ encv;game; Arcadia Redeve7 rent Agency Project Area Nan{ .Central (Downtown)/Project •Exemntion(s) NA 4. a. If you are claiming an exemption from making the minimum 20% set-aside, indicate the reason. Check only one of the below Health and Safety Code Section boxes: ❑ Section 33334.2(a)(1): No need in community to increase/improve supply of lower or 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. When was the initial finding adopted? / / mo day yr Identify Resolution# Date Resolution sent to I-ICD: / / mo day yr Note: Pursuant to Section 33334.2(a)(3)(C), this exemption expired on June 30, 1993. ❑ Other: Specify code section and reason: b. When was current year finding adopted for any exemption claimed in 4.a.? / / mo day yr Identify Resolution# Date Resolution sent to HCD: / / mo day yr Deferral(s) 5. a. If you are deferring the set-aside, indicate the reason. Check only one of the below Health and Safety Code Section boxes: ® Section 33334.6(d): Project was adopted before 1977 and tax increments are needed to meet existing debts. When was the initial finding adopted? 7 / 15 / 86 mo day yr Identify Resolution# 97 Date Resolution sent to HCD: mo day yr Note: The previous allowable deferral under Section 33334.6(e) expired. It was only allowable in each fiscal year prior to July 1, 1996 with certain restrictions. ❑ Other: Specify code section and reason: b. When was current year finding adopted for any deferral claimed in 5.a.? / / mo day yr Identify Resolution# Date Resolution sent to HCD: mo day yr c. A deferred set-aside pursuant to Section 33334.6(d)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) 97/98 S ; _ � " S 98/99 S S I S * The cumulative amou nt of deferred set-aside should also be shown on Line 5b. of Schedule HCD-C, Page 3 of 8. If the FY 97/98 cumulative deferral shown here differs from what was reported on the last HCD report, indicate the amount of difference and the reason: Difference: S Reason: California Redevelopment Aeencies-Fiscal Year 1998-99 HCD-A Sch A(9123199) Page 3 of 5 Y r Agency Name: Arcadia Redevelo. nt Agency Project Area Name ntral (Downtown) /Pro eat Deferral(s) Line 5 (continued) d. Section 33334.6(a) 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 I No ❑ If yes, by what date is the deficit to be eliminated? 1 / 25 / 24 mo day yr If yes,when was the original plan adopted for the deferral claimed? 6 /21 / 88 mo day yr Identify Resolution #136 Date Resolution sent to HCD mo day yr When was the last amended plan adopted for the deferral claimed? 10 / 21 / 96 mo day yr Identify Resolution 417 8 Date Resolution sent to HCD _j 2 / r; mo day yr Housing Units Lost and Households Displaced Pre 1976 Agency 6. a. Pursuant to Sections 33050.4(a)(l) and (a)(3),report the number of dwelling units and bedrooms destroyed or removed from this project area as a result of redevelopment activities;the number of above moderate units or bedrooms the agency is not required to replace; and the income category and type of households permanently displaced from the project area during the fiscal year. Income Level VL L M AM Total Households Permanently Displaced -Elderly Households Permanently Displaced - Non Elderly Households Permanently Displaced -Total Units Lost (Removed or Destroyed, and Required to be Replaced) Bedrooms Lost (Removed or Destroyed, and Required to be Replaced) Units Lost (Above Moderate: Not Required to be Replaced) Bedrooms Lost (Above Moderate: Not Required to be Replaced) 4� b. Pursuant to Sections 33080.4(a)(l) and (a)(3),report the number of households permanently displaced as a result of redevelopment activities other than the destruction or removal of dwelling units and bedrooms from this project area; and the income category and type of households displaced from the project area during,the fiscal year. Income Level VL L M AM Total Households Permanently Displaced -Elderly Households Permanently Displaced - Non Elderly Households Permanently Displaced -Total c. Identify each replacement housing plan adopted that is related to permanent displacement, destruction or removal of dwelling units or bedrooms during the fiscal year and identified in paragraphs in 6a. and 6b. as follows: Date / / Name of Agency Custodian mo day yr Date / / Name of Agency Custodian mo day yr Date / / Name of Agency Custodian mo day yr Please attach a separate sheet of paper listing any additional housing plans adopted. California Redevelopment Agencies-Fiscal Year 1998-99 HCD-A Sch A(9/23/99) Page 4 of 5 Agency ldame: Arcadia Redeveh,_ iant Agency Project Area Nan' _' Central (Downtown)/Project 7. a. As required in Section 33080.4(a)(2), estimate the type and number of households,by income category,to be permanently displaced from this project area during the next reporting period (Fiscal Year 1999-2000): Income Level VL L M AM Total Households Permanently Displaced -Elderly Households Permanently Displaced - Non Elderly Households Permanently Displaced -Total b. Identify each replacement housing plan adopted that is related to permanent displacement, destruction or removal of dwelling units or bedrooms during the net reporting period and identified in paragraph 7a. as follows: Date / / Name of Agency Custodian mo day yr Date / / Name of Agency Custodian mo day yr Date / / Name of Agency Custodian mo day yr Please attach a separate sheet of paper listing any additional housing plans adopted. S. Pursuant to Section 33080.4(a)(10),report the number of very low, low, and moderate income units financed by any federal, state, local, or private source to be constructed inside the project area,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 ON SCHEDULE HCD-B#3 OR SCHEDULE HCD-Ds. I Name of Contractor/Project Execution Date I Estimated Date of Completion VL L M Total Please attach a separate sheet of paper listing any additional housing plans adopted. California Redevelopment Agencies-Fiscal Year 1998-99 HCD-A Sch A(9/23/99) - Page 5 of 5 Y i SCHEDULE HCD-B Activity Outside Project Area for Fiscal Year Ended 6 / 30 / 99 Agency Name: Arcadia Redevelopment Agency Project Area Name: Central (13owritown)/Project Preparer's Name, Title: Peter Kinnahan, Econ. Dev. Adm. Preparer's E-Mail Address: pkinnahan @ci.arcadia.ca.us Preparer's Telephone No: 626-574-5408 Preparer's Facsimile No: 626-447-3309 Housing-Units Lost and Households Displaced 1. a. Pursuant to Sections 33080.4(a)(1) and (a)(3), report the number of dwelling units and bedrooms destroyed or removed from outside the project areas as a result of redevelopment activities;the number of above moderate units or bedrooms the agency is not required to replace; and the income category and type of households permanently displaced from outside the project areas during the fiscal year. Income Level VL L M AM Total Households Permanently Displaced -Elderly Households Permanently Displaced - Non Elderly Households Permanently Displaced -Total Units Lost(Removed or Destroyed, and Required to be Replaced) -- . Bedrooms Lost (Removed or Destroyed, and Required to be Replaced) ' Units Lost (Above Moderate: Not Required to be Replaced) ter_ 'r Bedrooms Lost (Above Moderate: Not Required to be Replaced) b. Pursuant to Sections 33080.4(a)(1) and(a)(3),report the number of households permanently displaced as a result of redevelopment activities other than the destruction or removal of dwelling units and bedrooms from outside the project areas; and the income category and type of households permanently displaced from outside the project areas during the fiscal year. Income Level VL I L M AM Total Households Permanently Displaced -Elderly • Households Permanently Displaced - Non Elderly Households Permanently Displaced -Total c. Identify each replacement housing plan adopted that is related to permanent displacement, destruction or removal of dwelling units or bedrooms during the fiscal year and identified in paragraphs in 6a. and 6b., as follows: Date / / Name of Agency Custodian mo day yr Date / / Name of Agency Custodian mo day yr Date / / Name of Agency Custodian - mo day yr Please attach a separate sheet of paper listing any additional housing plans adopted. California Redevelopment Agencies-Fiscal Yar 1998-99 HCD-B Sch B(9/23/99) Page 1 of 2 \. � A'ecncy Name: Arcadia Redevelc -nt Agency 2. a. As required in Section 33080.4(a)(2), estimate the type and number of households,by income category,to be permanently displaced from outside the project area during the next reporting period (Fiscal Year 1999-2000): Income Level VL L M AM Total Households Permanently Displaced -Elderly Households Permanently Displaced - Non Elderly Households Permanently Displaced -Total b. Identify each replacement housing plan adopted that is related to permanent displacement, destruction or removal of dwelling units or bedrooms during the next reporting period and identified in paragraph 7a., as follows: Date / / Name of Agency Custodian mo day yr Date / / Name of Agency Custodian mo day yr Date / / Name of Agency Custodian mo day yr Please attach a separate sheet of paper listing any additional housing plans adopted. 3. Pursuant to Section 33080.4(a)(10),report the number of very low, low, and moderate income units financed by any federal, state, local, or private source to be constructed outside the project area,within the next two years,pursuant to an executed contract or agreement. Also include the estimated completion dates of the units. IDO NOT REPORT ANY UNITS SHOWN ON SCHEDULE HCD-A#8 OR SCHEDULE HCD-Ds. Name of Contractor/Project I Execution Date Estimated Date of Completion VL L M I Total • • Please attach a separate sheet of paper listing any additional housing plans adopted. California Redevelopment Agencies-Fiscal Year 1998-99 HCD-B Sch B(9/23/99) Page 2 of 2 .1 SCHEDULE HCD-C Agency-wide Activity for Fiscal Year Ended 6 / 30 / 99 Agency Name: Arradi a P cievel op'nent Agency Preparers Name,Title: Jerry Parker.. . •. .•.• • - • ?:- : Preparers E-Mail Address:jparker @ci.arcadia.ca.us Preparer's Telephone No: 626-574-5426 Preparer's Facsimile No: 626-447-4986 Low & Moderate Income Housing Funds /tee, f"� ��u' , c 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. 1. Beginning Balance (Must equal line 4, "Net Resources Available" from last year's HCD-C form): S If Beginning Balance is not the same as Line 4 from Schedule HCD-C,Page 2 of 5, for FY 97/98, indicate the: Amount of the adjustment(indicate whether positive or negative): S Reason(s) for each difference: Adjusted Beginning Balance(Beginning Balance plus or minus the adjustment): S 2. Resources: a. Total Resources From Project Areas: (Sum of amount(s) from line 3k. on Schedule HCD-A(s)): S b. Other resources not reported on Schedule HCD-A(s) (Specify: ): S 3. Subtotal of Expenditures and Other Uses (total of HCD-C,pages 2-3, lines 3a.-k.below): (S ) NOTE: The line items below were expanded to include specific line items from the State Controller's Annual Report of Financial Transactions of Community Redevelopment Agencies to facilitate preparation of the report. Dollar amounts for items where an italicized line number is noted in parentheses can be taken directly from the line number(s) on the State Controller's Annual Report of Financial Transactions of Community Redevelopment Agencies, Consolidated Income Statement, except for reclassifying of Transfers-Out to Internal Funds and the reporting of Other Uses as discussed below. Transfers-out to other internal funds: The specific use of transferred funds must be reported on HCD-C lines 3a.-k. For example: transfers from the Housing Fund to the Debt Service Fund for the repayment of debt should be reported in line 3c. Any transfers out of the Agency(for example: the transfer of excess surplus funds to the Housing Authority)should be reported in line 3j(3). Other Uses: Non-GAAP expenditures such as land purchases for those Agencies using the Land Held for Resale method to record land purchases should be reported on HCD-C line 3a(1). Money spent on loans from the Housing Fund should be included in lines 3b.,3f.,3g. and 3h. as appropriate. ALWAYS REFER TO THE COMMUNITY REDEVELOPMENT LAW TO DETERMINE THE APPROPRIATENESS OF EXPENDITURES FROM THE LOW AND MODERATE INCOME HOUSING FUND. HCD IS NOT REPRESENTING THAT ALL IDENTIFIED EXPENDITURES ARE ALLOWABLE EXPENDITURES OR USES. California Redevelopment Agencies-Fiscal Year 1998-99 HCD-C Sch D(9/21/99) Page 1 of S • (Italic line references refer to State Controller's Report Project Income Statement) HCD-C Reporting Form-One form required for Agency All Project Areas Line 1. Beginning Balance per Controller's Report $ 5,083,731 Adjustments: Balances as of Prior Year Reserve for Land Held for Resale Reserve for Loans (Rehabilitation & ERAF) Deferred set-aside 4,573,654 Residual receipt loans Other unavailable amounts Calculated Beginning Balance $ 510,077 Beginning Balance(From last HCD-C) Total Available Balance from Lime 4 of 1997-98 HCD-C $ 510,077 Adjustment to opening balance To agree with prior year Controller's Report $ 0 Current year adjustments (reason below) $ 0 Reason: Line 2. a. Total Resources From Project Areas: From - HCD-A Forms (See Total Above) $ 545,702 b. Other Resources (all should be detailed on Sch. C) 0 Line 3. Total Expenditures (Per Controller's Report) ( $ 4,275 ) Agency Name: cari pedp,ra1 ,,,r Age,,,.,, i 3. Subtotal of Expenditures and Other Uses (continued) a. Property Acquisition: Acquisition of Property/Building Sites (33334.2(e)(1))& Housing Acquisition (33334.2(e)(6)): (1) Real Estate Purchases (Line 17): S (2) Acquisition Expense (Line 20): S S � ,e, (3) Operation of Acquired Property (Line_1): (4) Relocation Costs (Line 22): (5) Relocation Payments (Line 23): S (6) Site Clearance Costs (Line 24): S (7) Disposal Costs (Line 26): 5 (8) Other(Specify) • S Property Acquisition Subtotal: S b. Subsidies from the LMIHF: (1) 1st Time Homebuyer Down Payment Assistance: S (2) Rental Subsidies: S (3) Purchase of Affordability Cov. (33413(b)2(B): S (4) Other(Specify) • S Subsidies Subtotal to LMIHF (line 31): S c. Debt Service (33334.2(e)(9)): (1) Debt Principal Payments: (a) Tax Allocation,Bonds &Notes: S (b) Revenue Bonds &Certificates of Participation: S (c) City/County Advances&Loans: S (d) U. S. State&Other Long-Term Debt: S (2) Interest Expense (Line 29): S (3) Debt Issuance Costs (Line 31.1): S (4) Other(Specify) • S Debt Service Subtotal: S d. Planning and Administration Costs (33334.3(e)(1)): (1) Administration Costs (Line 14c): S (2) Professional Services(not project based) (Line 15c): S (3) Planning, Survey/Design(not project based) (Line 16c): S (4) Indirect Nonprofit Costs (33334.3(e)(1)(B)): (5) Other(Specify) S Planning and Administration Costs Subtotal: S California Redevelopment Agencies-Fiscal Year 1998-99 HCD-C Sch C(9/21/99) Page 2 of 8 The State Controller Expenditure Categories are shown In italic. Other types of Amounts listed as "Unknown" cannot be deternhlneo rrurn Wu expenditures may be included which are more properly shown in other categories. State Controller's Report. You may have to break these arnourris Therefore, you must review these to ensure they are properly classified. out of the information listed. . a. Property Acquisition (1) Real Estate Purchases (Line 17) $ 4,275 h. Maint. Mobilehome Parks (33334.2(e)(10)) Unknown (2)Acquisition Expenses (line 20) 0 I. Preserv. of At-Risk Units (33334.2(e)(11)) Unknown - (3)Operation of Acquired Property (Line 21) 0 (4) Relocation Costs (line 22) 0 j. Transfers Out of Agency (5) Relocation payments (line 23) 0 Per Controller's Report- (6) Site Clearance Costs (line 24) 0 Breakdown into Categories below $ 0 (7) Disposal Costs (line 26) 0 (8) Other (need to specify on report) (1) For Use Outside Community (33334.17) $ 0 Loss on Disposition of Land Held (line 26.1) 0 (2) For Transit Village Development Plan (33334.19) 0 Decline in Value of Land Held (Line 26.2) 0 (3) Excess Surplus (33334.12(a)(1)(A)) 0 0 Other 0 0 (4)Other(cite code section) 0 P Property Acquisition Subtotal: $ 4,275 k. Other(specify on HCD form) 0 b. Subsidies from the LMIHF: Other expenditures Subsidy to Low& Moderate housing 0 Change in Rehab. Loan Reserve - New Loans 0 Line 4. Net Resources Available $ 1,05:, 1 - (Breakdown into categories below) (1) 1st Time Homebuyer Down Assistance $ 0 Line 5. Other Housing Fund Assets (Input amounts in columns to right) (2) Rental Subsidies 0 ** a. Value of land purchased and held 0 (3) Purchase of Affordability Cov. (33413(b)2(B)) 0 ** b. Indebt. for set-asides deferred 4,573,654 (4) Other(need to specify on report) 0 ** c. Loans receivable for housing rehabilitation 0 Subsidies Subtotal to LMIHF: -$ 0-** d. Residual receipt loans ti- ** e. ERAF Loans Receivable(all years) 0 c. Debt Service ** f. Other Assets — -0- (1) Debt Principal Payments: (a)Tax Allocation, Bonds & Notes (line 33) $ 0 (b) Revenue Bonds & COP (line 34) 0 Line G. Total Fund Equity (43 + 5a. Through 5f.) $ 5,625,158 (c) City/County Adv. & Loans (line 35) 0 (d) U.S. State & Other LTD (line 36) 0 $ 0 Line 7.Total Equities -Line 39c of Controller's Report $ 5,625,158 (2) Interest Expense (line 29) 0 $ 0 (3) Debt Issuance Costs (line 31.1) 0 Difference (Must be Zero) (4)Other(need to specify on report) 0 Debt Service Subtotal: $ 0 ** (Note:Changes In these amounts from last year must be included In d. Planning and Administration Costs: rev./exp.amounts to have HCD-C line 7 agree with line 39 column C - (1)Administration Costs (line 14) $ 0 of the Controller's Report Consolidated Balance Sheet) I (2) Professional Services (line 15) 0 (3) Planning, Survey/Design (line 16) 0 Excess Surplus Unencumbered Balance (4) Indirect Nonprofit Costs (33334.3(e)(1)(B)) 0 1. Unencumbered balance from line 6. $ 510,077 (5)Other(need to specify on report) 0 2. Adjustments: $ 0 $ 510,077 Fixed asset acquisitions 0 Bond Proceeds Planning and Administration Costs Subtotal: $ U (We have assumed that all amts.with trustee are unspent proceeds.This may not be correct and the amount may require adjustment.) . e. On/Off-Site Improvements (33334.2(e)(2)) (You must provide this information. Enter as a negative number. 0 Project improvement costs 0 Land Sales (See Section 33334.12(g)(3)(A) $ f. Housing Construction (33334.2(e)(5)) Unknown $ 510,077 g. Housing Rehabilitation (33334.2(e)(7)) 0 3. Adjusted Balance: - Rehabilitation costs 0 As adjusted balance is less than $1,000,000; therefor 11u--- Rehabilitation grants 0 excess surplus exists. P a I Agency Name: Arcadia Redevelol: :c Agency F 3. Subtotal of Expenditures and Other Uses (continued) e. On/Off-Site Improvements (333342(e)(2)): S f. 1-lousing Construction (33334.2(e)(5)): S g. Housing Rehabilitation (33334.2(e)(7)), (Line 270: $ h. Maintenance of Mobilehome Parks (33334.2(e)(10)): $ i. Preservation of At-Risk Units (33334.2(e)(i 1)): S j. Transfers Out of Agency: (1) For Use Outside Community (33334.17) $ (2) For Transit Village Development Plan (33334.19): $ (3) Excess Surplus (33334.12(a)(l)(A)): S (4) Other(cite code section authorizing the transfer): S Code Section Total Transfer Out of Agency: $ k. Other(Specify): S 4. Net Resources Available (End of Year [1.+2a.+2b.-3a-k1): $ 5. 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 $ b. Indebtedness for Set-asides Deferred(Sec. 33334.6): $ c. Loans Receivable for Housing Activities $ d. Residual Receipt Loans $ e. ERAF Loans Receivable(all years) (Sec.33681): $ f. Other Assets(Specify): $ 6. Total Fund Equity (4.+5a. through 5£): $ This line must equal line 39c. of the Balance Sheet on the State Controller's Annual Report of Financial Transactions of Community Redevelopment Agencies. 7. Total Equities (Enter line 39c. from the State Controller's Balance Sheet): TFIIS LINE MUST EQUAL LINE 6. $ Excess Surplus Pursuant to Section 33080.7,report any excess surplus funds (as defined in Section 33334.12(G)(1)). Excess surplus exists for the current reporting year if the Adjusted Balance(Schedule HCD-C,Page 3 of 5, line item 9b.(3)) of your agency's 1997/98 reporting. forms exceeds the greater of 51,000,000 or the aggregate amount of tax increments deposited into the Fund during the prior four fiscal years. (See the table in Schedule HCD-C,Page 4 of 8, line 8a., for this reporting year). "Encumber" means committing funds pursuant to a legally enforceable contract or agreement for expenditure for authorized redevelopment housing activities (Section 33334.12(2)(2)). In accordance with Section 33334.12(g)(3)(A) and(B),the unencumbered balance may be adjusted to account for any remaining revenue added from debt proceeds and the difference between the sales price of land for affordable housing and its fair market value. California Redevelopment Agencies-Fiscal Year 1998-99 HCD-C Sch C(9/21/99) Page 3 of 8 • r Agency i`amc: Arcadia Redeve16_ `:nt Agency 8. Excess Surplus (continued): a. Fill in the following table to calculate and track your agency's excess surplus amounts for each fiscal year since FY 94/95. Aount Expended Sum of Deposited and Encumbered in Total Tax Tax Increment in Excess Surplus FY 98/99 Against . Remaining Excess Increments Housing Fund Balance for Each Each Fiscal Year's Surplus for Each Fiscal Deposited in From Previous Adjusted Fiscal Year as of Excess Surplus as of Fiscal Year as of Year Housing Fund Four FYs Balance 7/1/98 6/30/99 6/30/99 as of 7/1/98 * $ $ S 94-95 $ -x� } ....a wi. ... •... .... ..- a __T '. i t "'S ^3.g : 19 f K• F t } $ $ S 9596 $ ▪ � > � Y,t ti 96-97 S z , z 0 Y z *9798 $ ▪ `` $ $ $ a�„98-99 " ,, S S S $ S ' .y. .. _,'.�9< hew. .., LAdjusted Balance at the beginning of FY`98-99 is equal to the amount reported last year on HCD-C, Page 3 of 5, line 9b(3). b. Are you eligible to adjust the Unencumbered Balance(End of Year)? If yes, identify the type and amount of the adjustment below in lines (4)(a). and(4)(b).: (1) Net Resources Over(Under)Expenditures and Uses(from line 4 on previous page): $ (2) Total Encumbrances (End of Year)-see Section 33334.12(g)(2)for a defmition. (Amount of line 8b(1) (above))encumbered per agreement or contract): S (3) Unencumbered Balance(End of Year[8b(1)- 8b(2)]) S Breakdown of Unencumbered Balance(End of Year): (a)Unencumbered Designated (portion of line 8b(3)) S (b)Unencumbered Undesignated (portion of line 8b(3)) S (4) Less Adjustments: (a)Debt Proceeds (33334.12(g)(3)(B)): $ NOTE: ONLY INCLUDE THE UNSPENT PORTION OF DEBT PROCEEDS AND INCOME RELATED THERETO REMAINING IN THE HOUSING FUND AT THE END OF THE REPORTING YEAR. (b) Land Sales(33334.12(g)(3)(A)): $ (5) Adjusted Balance: This will be the 7/1/99 adjusted balance used to calculate next year's excess $ surplus. c. If you reported an excess surplus for the current reporting year,briefly summarize the agency's plan (authorized in Section 33334.10) for encumbering or expending that amount: d. If plan described in 8c.was adopted, enter the date the plan was adopted: / / mo day yr California Redevelopment Agencies-Fiscal Year 1998-99 HCD-C Sch C(9/21/99) Page 4 of 8 Agency Name: Arcadia Redevel. tnt Agency Miscellaneous Uses of Funds 9. If an amount is reported in 3e.,pursuant to Section 33080.4(a)(6), report the total number of very low-, low-, and moderate- income households directly benefited from expenditures for onsite/offsite improvements,which resulted in new construction, rehabilitation, or the elimination of health and safety hazards. (If line 3e. of this schedule does not show expenditures for improvements,no units should be reported here.) Income Construction ?Rehabilitation Health and Safety Duration of Deed Restriction Level Very Low Low Moderate 10. If the agency is holding land for fut re housing development(see 5a., 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 Zoning Purchase Date Estimated Date Comments Acres Available Currently used for E. Alta Street 16,000SF PR-3 Downtown parking Please attach a separate sheet of paper listing any additional sites not reported above. 11. 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 ❑ California Redevelopment Agencies-Fiscal Year 1998-99 HCD-C sch C(9121/99) Page 5 of 8 Agency Name: Arcadia Redevel _ ent Agency 12. Did the Agency use non-LM1HF funds as matching funds for the Federal HOME or HOPE program during the reporting period? YES ❑ NO ❑ If yes,please indicate the amount of non-LMIHF funds that were used for either HOME or HOPE program support. HOMES HOPE S 13. Pursuant to Section 33080.4(a)(11),the description of the agency's activities shall include the date and amount of all deposits and withdrawals of moneys deposited to and withdrawn from the LMIHF during the reporting period. The deposit and withdrawal information must be kept and promptly submitted to HCD upon request and made available to any member of the public upon request. Has your agency made any deposits to or withdrawals from the LMIHF? Yes ❑ No ❑ If yes, identify the document(s) describing the agency's deposits and withdrawals by listing for each document,the following (attach additional pages as necessary): Name of document: Date of document: / / mo day yr Name of Agency Custodian: Custodian telephone number: Where to obtain a copy: Name of document: -Date of document: mo day yr Name of Agency Custodian: Custodian telephone number: Where to obtain a copy: Achievements 14. 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. Provide the following information along with the program or project description: a. Name of Project or Program: b. Contact Person: c. Telephone Number(contact person) d. Description: Owner/Developer: Management Entity: Architect: Contractor: Funds Utilized: (Sources)Type: ❑ Construction ❑ Permanent Loan/Grant ❑ Land Lease ❑ Other California Redevelopment Agencies-Fiscal Year 1998-99 HCD-C Sch C(9/21/99) Page 6 of 8 Agency Name: Arcadia Redevel_ . , nt Agency Development Type: ❑ Rental Nev: Construction, ❑ Rental Rehabilitation Only ❑ Rental Acquisition &Rehabilitation ❑ New Construction of For Sale Units ❑ Owner Occupied Rehabilitation ❑ Mortgage Assistance of For Sale Units: ❑ 1S'Time Homebuyers ❑ Other Assistance ❑ Other Resident Profile (State Income Levels) and Special Needs Designations: Income Range Very-low Income S S Low Income S S Moderate Income S S Above Moderate Income S S • DISABLED (MENTAL) # FARMWORKER (PERMANENT) # TRANSITIONAL HOUSING • DISABLED (PHYSICAL) # FEMALE HEAD OF HOUSEHOLD # ELDERLY # FARMWORKER (MIGRANT) # LARGE HOUSEHOLDS # EMERGENCY SHELTERS (4 or more Bedrooms) Density(units per Acre): Development/Residential (Income Levels)Profile Number of Units: Type Size(sf) Rental Rate VLOW LOW MOD AMOD Total No/Units 1 BR 2 BR 3 BR 4 BR TOTAL Funding: Source=CDBG,HOME,LIHTC,MRB (Specify) Type=Construction,Permanent Loan/Grant Land Lease or Other(Specify) Source Amount Type S S S S S S Construction Type: (e.g., conventional. family. two story,manufactured housing etc.) Development Costs: Property Acquisition S Infrastructure S - Construction S Public Fees S _ Project Reserves S Other Costs S Total Development Costs S California Redevelopment Agencies-Fiscal Year 1998-99 HCD-C Sch C(9/21/99) Page 7 of 8 Agency N'amc: Arcadia Redevel& int Agency e. Services provided: f. Nature and extent of the Agency's role: g. Brief History: Housing need or problem addressed: Successful aspects:; Unusual features: Problems encountered: Lessons learned: Several agencies will be selected to receive a"Director's Award for Housing Development Excellence". This 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 15. Please briefly describe the use of any non-LMIHF 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 16. 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? California Redevelopment Agencies-Fiscal Year 199S-99 HCD-C Sch C(9/21/99) Page 8 of 8 SCHEDULE HCD-D1 r , GENERAL PROJECT INFORMATION A separate Schedule HCD-D1 and all applicable Schedules HCD-D2-D7 must be completed for each Housing Project. Agency: Arcadia Redevelopment Agency Redevelopment Project Area Name, or "Outside": Central (Downtown)/Proj ect Housing Project Name: None Project Address: Street: City: Zia: Owner Name: Total Project Units: Restricted Units: Unrestricted Units: Total Project Bedrooms: # Restricted Bedrooms: # Unrestricted Bedrooms: # For projects with no Agency assistance, do not complete any more of HCD-D1 or any of HCD-D2-D6. Only complete HCD-D7. f For the fiscal year being reported, was the Annual Monitoring Report received?: ❑ YES ❑ NO Was this Project a development identified in Government Code Section 65863.10(a)(2)? ❑ YES ❑ NO Number of Units Not in Compliance (income/# of residents in unit): Number of Bedrooms Not in Compliance (income/# of residents in unit): # Number of Units Restricted for Special Needs: (Note: This number must not exceed"Total Project Units') — Number of Units Restricted That are Serving One or More Special Needs: # ❑ Check, if data not available (Note: A unit may serve more than one of the "Special Needs"listed below, therefore the sum of all "Special Needs"can exceed the "Number of Units Restricted for Special Needs') • DISABLED (Mental) # - FARMWORKER (Permanent) # TRANSITIONAL HOUSING • DISABLED (Physical) # FEMALE HEAD OF HOUSHOLD # ELDERLY # FARMWORKER (Migrant) # LARGE FAMILY # EMERGENCY SHELTERS (4 or more Bedrooms) (allowable use only with "Other Housing Units Provided- Without LMIHF"money) Use Restriction Dates (enter appropriate dates): Replacement Inclusionary Housing Units Other Housing Units Provided Housing Units Inside Project Area Outside Project Area With LMIHF Without LMIHF Inception Termination Funding Sources: Redevelopment Funds: Federal Funds $ State Funds: $ Other Local Funds: $ Private Funds: $ Owner's Equity: $ TCAC/Federal Award: $ TCAC/State Award: $ Total Development/Purchase Cost: Check all appropriate form(s) listed below that will be used to identify all Project Units or Project Bedrooms: ❑ Replacement Housing Units Inclusionary Units: Other Housing Units Provided: (Sch HCD-D2) ❑ Inside Project Area (Sch HCD-D3) ❑ With LMIHF (Sch HCD-D5) ❑ Outside Project Area (Sch HCD-D4) ❑ Without LMIHF (Sch HCD-D6) ❑ Without any Agency Assistance (Sch HCD-D7) California Redevelopment Agencies-Fiscal Year 1998-99 HCD-D1 Crh T11 101)1100\ SCHEDULE HCD-D2 REPLACEMENT HOUSING UNITS Agency: Arcadia Redevelopment Agency Redevelopment Project Area Name, or "Outside": Central (Downtown)/Project Housing Project Name: None Check only one: ❑ Inside Project Area ❑ Outside Project Area Check only one. If both apply, complete a separate form for each: ❑ Aaency Developed ❑ Non-Agency Developed Check only one. If both apply, complete a separate form for each: ❑ Rental ❑ Owner-Occupied Enter the number of replacement units and bedrooms for each applicable activity below: A. New Construction Units: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. 1 Bedroom 2 Bedrooms New Construction Bedrooms: VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. 3 Bedrooms 4 or more Bedrooms Total Bedrooms VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. - B. Substantial Rehabilitation Units: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. L I Substantial Rehabilitation 1 Bedroom 2 Bedrooms Bedrooms: VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. II 3 Bedrooms 4 or more Bedrooms Total Bedrooms VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. C. Non-Substantial Rehabilitation Units: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. I Non-Substantial Rehabilitation 1 Bedroom 2 Bedrooms Bedrooms: VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. I l 3 Bedrooms 4 or more Bedrooms Total Bedrooms VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. i I TOTAL UNITS (Add totals of all shaded "Total Elderly/Non Elderly Units"): If TOTAL UNITS is less than "Total Project Units"shown on HCD Schedule Dl, report the remainder as instructed on the next page California Redevelopment Agencies-Fiscal Year 1998-99 HCD-D2 Page 1 of 2 Sch D2(9/21/99) � Auency Name: 4rcadi a Redeye._rlaent Agency Housing Project N I\one Check all appropriate form(s) listed below that will be used to identify remaining Project Units to be reported: Inclusionary Units Other Housing Units Provided: ❑ Inside Project Area (Sch HCD-D3) ❑ With LMIHF (Sch HCD-D5) ❑ Outside Project Area (Sch HCD-D4) ❑ Without LMIHF (Sch HCD-D6) ❑ Without any Agency Assistance (Sch HCD-D7) Identify the number of Replacement Units which also have been counted as Inciusionary Units: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. • • California Redevelopment Agencies-Fiscal Year 1998-99 HCD-D2 Sch D2(9/21/99) Page 2 of 2 SCHEDULE HCD-D3 INCLUSIONARY HOUSING UNITS (INSIDE PROJECT AREA) Agency: Arcadia Redevelopment Agency Housing Project Name: None Check only one. If both apply, complete a separate form for each: ❑ Agency Developed ❑ Non-Aaency Developed Check only one. If both apply, complete a separate form for each: ❑ Rental ❑ Owner-Occupied Enter the number of units for each applicable activity below: A. New Construction Units: Elderly Units Non Elderly Units Total Elderly &Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. B. Substantial Rehabilitation Units (Jan 1, 1994 - Dec 31, 2000): Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. C. Substantial or Other Rehabilitation Units (Jan 1. 1976 - Dec 31. 1993): Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. D. Acquisition of Covenants (Only Multi-Family and Other Restrictions): Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. TOTAL UNITS (Add totals of all shaded "Total Elderly/Non Elderly Units"): if TOTAL UNITS is less than "Total Project Units"shown on HCD Schedule D1,report the remainder as instructed below. J Check all appropriate form(s) listed below that will be used to identify remaining Project Units to be reported: ❑ Replacement Housing Units ❑ Inclusionary Units (Outside Project Area) Other Housing Units Provided: (Sch HCD-D2) (Sch HCD-D4) j❑ With LMIHF (Sch HCD-D5) ❑ Without LMIHF (Sch HCD-D6) ❑ Without any Agency Assistance (Sch HCD-D7) Identify the number of Inclusionary Units which also have been counted as Replacer.;nt Units: Elderly Units Non Elderly Units Total Elderly &Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. I I I California Redevelopment Agencies-Fiscal Year 1998-99 HCD-D3 Sch D3(9/21/99) r , SCHEDULE HCD-D4 INCLUSIONARY HOUSING UNITS (OUTSIDE PROJECT AREA) Agency: Arcadia Redevelopment Agency Housing Project Name: None Check only one. If both apply, complete a separate form for each: ❑ Agency Developed ❑ Non-Aaency Developed Check only one. If both apply, complete a separate form for each: ❑ Rental ❑ Owner-Occupied Check only one. If both apply, complete a separate form for each: ❑ One-to-One Credit ❑ Two-to-One Credit Enter the number of units for each applicable activity below: A. New Construction Units: Elderly Units Non Elderly Units Total Elderly &Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. B. Substantial Rehabilitation Units (Jan 1, 1994 - Dec 31. 2000): Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. C. Substantial or Other Rehabilitation Units (Jan 1, 1976 - Dec 31, 1993): Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. D. Acquisition of Covenants (Only Multi-Family and Other Restrictions): Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. - I TOTAL UNITS (Add totals of all shaded "Total Elderly/Non Elderly Units"): If TOTAL UNITS is less than "Total Project Units"shown on HCD Schedule DI,report the remainder as instructed below. Check all appropriate forrn(s) listed below that will be used to identify remaining Project Units to be reported: ❑ Replacement Housing Units ❑ Inclusionary Units (Inside Project Area) Other Housing Units Provided: (Sch HCD-D2) (Sch HCD-D3) ❑ With LMIHF (Sch HCD-D5) ❑ Without LMIHF (Sch HCD-D6) ❑ Without any Agency Assistance (Sch HCD-D7) Identify t!-,e number of Inclusionary Units which also have been counted as Replacement Units: Elderly Units Non Elderly Units Total Elderly&Non E lderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. California Redevelopment Agencies-Fiscal Year 1998-99 HCD-D4 Sch D4(9/21/99) SCHEDULE HCD-D5 OTHER HOUSING UNITS PROVIDED (WITH LMIHF) Agency. None _ Redevelopment Project Area Name, or "Outside": Central (Downtown)/Project Housing Project Name: Nnne Check only one: ❑ Inside Project Area ❑ Outside Project Area Check only one. If both apply, complete a separate form for each: ❑ Aaency Developed ❑ Non-Aaencv Developed Check only one. If both apply, complete a separate form for each: ❑ Rental ❑ Owner-Occupied Enter the number of units for each applicable activity below: A. New Construction Units: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. B. Substantial Rehabilitation Units: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. 1 I J - C. Other Non-Substantial Rehabilitation Units: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. I , D. Acquisition Only: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOV,/ MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. E. Mobilehome Owner/ Resident: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW I MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. 1 F. Mobilehome Park Owner/ Resident: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. California Redevelopment Agencies-Fiscal Year 1998-99 HCD-D5 SchD5(9/21/99) Page 1 of 2 Agency Name: Arcadia Rede\ pment Agency Housing Project N: one G. Preservation (H&S 33334.2(e)(11). Rental Only): Elderly Units Non Elderly Units Total Elderly &Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. H. Subsidy (other than specified options here): Elderly Units Non Elderly Units Total Elderly &Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. Other Assistance: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. VLOW LOW MOD TOTAL INELG. . • • TOTAL UNITS (Add totals of all shaded"Total Elderly/Non Elderly Units"): If TOTAL UNITS is less than "Total Project Units"shown on HCD Schedule D1, report the remainder as instructed below. Check all appropriate form(s) listed below that will be used to identify remaining Project Units to be reported: ❑ Replacement Housing Units !nclusionary Units: Other Housing Units Provided: (Sch HCD-D2) ❑ Inside Project Area (Sch HCD-D3) ❑ Without LMIHF (Sch HCD-D6) ❑ Outside Project Area (Sch HCD-D4) ❑ Without any Agency Assistance (Sch HCD-D7) California Redevelopment Agencies-Fiscal Year 1998-99 HCD-D5 Page 2 of 2 Sch D5(9/21/99) • SCHEDULE HCD-D6 OTHER HOUSING UNITS PROVIDED (WITHOUT LMovriF) Agency: Arcadia Redevelopment- Agency Redevelopment Project Area Name, or"Outside": Central (Downtown)/Prof ect Housing Project Name: None Check only one: ❑ Inside Project Area ❑ Outside Project Area Check only one. If both apply, complete a separate form for each: ❑ Agency Developed ❑ Non-Aaencv Developed Check only one. If both apply, complete a separate form for each: ❑ Rental ❑ Owner-Occupied Enter the number of units for each applicable activity below: A. New Construction Units: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW. LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG I B. Substantial Rehabilitation Units: Elderly Units Non Elderly Units Total Elderiy&Non Elderly Units VLOW. LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG • C. Other Non-Substantial Rehabilitation Units: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW. LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG I I D. Acquisition Only: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW. LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG I I E. Mobilehome Owner/ Resident: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW. LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG F. Mobilehome Park Owner/ Resident: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW. LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG I I n California Redevelopment Agencies-Fiscal Year 1998-99 HCD-D6 Sch D6(9/21/99) Page 1 of 2 .•, Arcadia Redevel�-____:nt Agency Housing Project N: None •A_enc.�N�.Z�e: ' G. Preservation (H&S 33334. :`e)(11). Rental OnlyJ: Elderly Units Non Elderly Units Total Elderly &Non Elderly Units VLOV'J. LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG H. Preservation ! Replacement(H&S 33334.3(h): Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW. LOW MOD Atv1OD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG I I. Rental Replacement(H&S 33334.3(f)(1)(A): Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW. LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG 1 l J. Subsidy (other than specified options here): Elderly Units Non Elderly Units Total Elderly«Non Elderly Units VLOW. LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG L l L I l K. Other Assistance: Elderly Units Non Elderly Units Total Elderly&Non Elderly Units VLOW. LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG VLOW LOW MOD AMOD TOTAL INELG L 1 TOTAL UNITS (Add totals of all shaded "Total Elderly/Non Elderly Units"): LIZ TOTAL UNITS is less than "Total Project Units"shown on HCD Schedule DI, report the remainder as instructed below. I Check all appropriate form(s) listed below that will be used to identify remaining Project Units to be reported: ❑ Replacement Housing Units Inclusionary Units: Other Housing Units Provided: (Sch HCD-D2) ❑ Inside Project Area (Sch HCD-D3) ❑ With LMIHF (Sch HCD-D5) ❑ Outside Project Area (Sch HCD-D4) ❑ Without any Agency Assistance (Sch HCD-D7) California Redevelopment Agencies-Fiscal Year 1998-99 HCD-D6 Sch D6(9/21/99) Page 2 of 2 SCHEDULE HCD-D7 OTHER HOUSING UNITS PROVIDED (WITHOUT ANY AGENCY ASSISTANCE) NOTE: Units described on this form cannot be listed on forms HCD-D2 through On this form only report units which have not received any assistance (financial or nonfinancial) from the agency, even though, in some cases, some units in the same project may have been agency assisted. Agency: Arcadia Redevelopment Agency Redevelopment Project Area Name, or "Outside": Central (Downtown)/Project Housing Project Name: None Check only one. ❑ Inside Project Area ❑ Outside Project Area 1. If the project is inside a project area, enter the number of units for each applicable activity below: A. New Construction Units: B. Substantial Rehabilitation Units: C. Total Units: D. If none of the units in the project had . ly financial or nonfinancial assistance from the agency, complete the following: Building Permit Number: Date of Building Permit: mo day yr 2. If the project is outside of a project area, enter the number of units for each applicable activity below: A. New Construction Units: B. Substantial Rehabilitation Units: C. Total Units: Check all appropriate form(s) listed below that will be used to identify remaining Project Units to be reported: ❑ Replacement Housing Units Inclusionary Units: Other Housing Units Provided: (Sch HCD-D2) ❑ Inside Project Area (Sch HCD-D3) ❑ With LMIHF (Sch HCD-D5) ❑ Outside Project Area (Sch HCD-D4) ❑ Without LMIHF (Sch HCD-D6) California Redevelopment Agencies-Fiscal Year 1998-99 HCD-D7 Sell D7(9/21/99) SCHEDULE HCD-E1 CALCULATION OF INCREASE IN AGENCY'S INCLTJSIONARY OBLIGATIONS DURING THE REPORTING YEAR NOTE: The information on this form should be a summary of the totals of all new construction or substantial rehabilitation units from forms IICD-D2 through HCD-D7 which are (a) developed anywhere by the agency and (b) developed in a project area by a person or entity other than the agency. PART I - (H&SC Section 33413(b)(1)) 1. New Units Developed by the Agency 2. Substantially Rehabilitated Units Developed by the Agency 3. Subtotal - Baseline of Units Developed by the Agency (add lines 1 & 2) 4. Subtotal of Inclusionary Obligation Accrued this Year for Units Developed by the Agency (line 3 x 30%) 5. Subtotal of Inclusionary Obligation Accrued This Year for Very-Low Income Units Developed by the Agency (line 4 x 50%) PART II- (H&SC Section 33413(b)(2)) 6. New Units Developed in a Project Area by Any Person or Entity Other Than the Agency 7. Substantially Rehabilitated Units Developed by Any Person or Entity Other Than the Agency 8. Subtotal - Baseline of Units Developed by Any Person or Entity Other Than the Agency (add lines 6 & 7) 9. Subtotal of Inclusionary Obligation Accrued this Year for Units Developed by Any Person or Entity Other Than the Agency (line 8 x 15%) 10. Subtotal of Inclusionary Obligation Accrued This Year for Very-Low Income Units by Any Person or Entity Other Than the Agency (line 9 x 40%) PART ICI - TOTALS 11. Total Increase in Inclusionary Obligations During This Fiscal Year (add lines 4 and 9) 12. Total Increase in Very-Low Income Units Inclusionary Obligation During This Fiscal Year (add Lines 5 and 10) NOTE: LINE 12 IS A SUBSET OF LINE 11 California Redevelopment Agencies-Fiscal Year 1998-99 HCD-E1 Sch El(9/21/99) Supplemental to the Annual Report of Community Redevelopment Agencies Redevelopment Agency ID Number Name of Redevelopment Agency ARCADIA REDEVELOPMENT AGENCY Address PAD. Box 50 City, State, Zip Arcadia, Ca. 91006 The U. S. Bureau of the Census requests the following information about the fiscal activities of your government for the 1998-99 fiscal year. Governments furnishing this information will no longer receive U. S. Bureau of the Census Form F-32, Survey of Local Government Finances. If you have any questions, please contact: U. S. Bureau of the Census Chris Kubacki 1-800-242-4523 A. Personnel Expenditures Report your government's total expenditure for salaries and wages during the year, including amounts paid on force account construction projects. ZOO $ 0.00 B. Mortgage Revenue Bond Interest Payments Report your government's total amount of interest paid on. mortgage revenue bonds during the year. • U20 0.00 C. 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 on deposit and investments in Federal government, Federal agency, State and local government and non-governmental securities. Report all investments at par value. Include in the sinking fund total any mortgages and notes receivable held as offsets to housing and industrial financing loans. Exclude accounts receivable, value of real property and non-security assets. 1. Sinking funds -Reserve held for redemption of long-term debt. Wo1 $ 378,145.00 2. Bond funds -Unexpended proceeds from the sale of bond issues held pending disbursement. W31 $ 0.00 3. Ail other funds -Exclude employee retirement funds. debt. W61 $ 3,630,529.00 US Bureau of Census-Revised 3/99 ANNUAL REPORT OF FINANCIAL TRANSACTIONS COVER SHEE"I' 'ro:STATE CONTROLLER OF COMMUNITY REDEVELOPMENT AGENCIES PAGE ( 0 1 0 DIVISION OF ACCOUNTING AND REPORTING L S'rATE USE UNIX LOCAL GOVERNMENT'REPORTING SECTION COUNTY Los Angeles 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 CIFY I SACRAMENTO,CA.95816 Arcadia Ca. 91006 PHONE EXTENSION PHONE(916)445-5153 - (626)574-5400 { STATE USE ONLY (LOCATION: (STREET ADDRESS) (IF DIFFERENT FROM ABOVE) FISCAL YEAR ENDED BATCH NO a Same Julie 30, 1999 CITY STATE ZIP CODE DUE WITHIN SIX MONTHS OF THE REVIEWED Same Ca. 91006 _ AGENCY'S FISCAL YEAR END AGENCY ORGANIZATION GOVERNING BODY MEMBERSHIP CLEARED X (REDEVELOPMENT AGENCY(II&S CODE 33100) BOARD OF SUPERVISORS COMMUNITY DEVELOPMENT COMMISSION X CITY COUNCIL OTI TER (II&S CODE 34110) --m— ,v o. — MEMBERS OF THE GOVERNING BODY REPORT PREPARED (CONTACT PERSON) PHONE - (CONTACT PERSON) BY: Michael K. Chu (714) 672-0022 CHAIRPERSON MEMBER STREET ADDRESS Gary A. Kovacic 203 N. Brea Blvd. Suite 203 MEMBER MEMBER CITY STATE ZIP CODE Roger Chandler Brea Ca. 92821 MEMBER - MEMBER SIGNATURE OF EX1 W (RECTOR D E ;1 s Robert C. Harbicht ✓ IJ ,----��4 4-1 - � MEMBER MEMBER NAME NA ., TITLE Gail A. Marshall .William R. Kelly. Executive Director ----- MEMBER MEMBER FIRM NAME INDEPENDENT AUDITOR Gino Roncelli AGENCY OFFICIALS Lance,Scll &Lunghard EXECUTIVE OFFICER I'IIONE CONTACT PERSON I1lONE - (CONTACT PERSON) William R. Kelly (626) 574-5400 Michael IC Chu • (714) 672-0022 FISCAL OFFICER PHONE STREET ADDRESS James Dale (626) 574-5400 203 N. Brea Blvd. Suite 203 SECRETARY PHONE CITY STATE 'EU'CODE June L.Alford (626; 574-::1100 Brea Ca. 92821 ACCT-LGRS 80(REV 7/96) ANNUAL REPORT OF FINANCIAL TRANSACTIONS OF COMMUNITY REDEVELOPMENT AGENCIES PAGE o 2 ACHIEVEMENT INFORMATION . (UNAUDITED) FISCAL YEAR ENDED June 30, 1999 AGENCY NAME ARCADIA REDEVELOPMENT AGENCY INDICATE ONLY THOSE ACHIEVEMENTS COMPLETED DURING THE FISCAL YEA OF THIS REPORT AS A DIRECT RESUL OF THE ACTIVITIES OF THE REDEVELOPMENT AGENCY. ENTER THE AMOUNT OF SQUARE SQUARE FOOTAGE COMPLETED PLEASE PROVIDE A DESCRIPTION OF THE AGENCY'S ACTIVITIES/ FOOTAGE COMPLETED THIS YEAR ACCOMPLISHMENTS DURING THE PAST YEAR. USE ADDITIONAL FORMS BY BUILDING TYPE AND f A I 13 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 THE 1'UBLECATION. COMMERCIAL BUILDINGS 1 • INDUSTRIAL BUILDINGS 2 PUBLIC BUILDINGS 3 OTHER BUILDINGS 4 TOTAL SQUARE FOOTAG 5 ENT JOBS BR OF B ENTER TII1; NU ti 1; it CREATED D FROM T T-I E ACT I V I II S .... .... z;: Y EITHER OF THE AGENCY, E • ACTUAL OR ESTIMATED I 6 :::::>::> :::::: > : : ENTER THE APPROPRIATE CODES °::>:::»::»:':':' `;':`:;;'':;:;';:`:::'; :':.'!`:'::: :::". TO INDICATE E EACH TYPE OF COMPLETED PUBLIC FACILITY - ;:. THIS YEAR. ... .. >: A TYPE , 7 _ C011� ETI;DA r ONLY L A=UTILITIES C=LANDSCAPING E=STREETS & ROADS B=RECREATION D=SEWER&STORM F=BUS/TRANSI1' ACCT-LGRS 80(REV 7/96) ANNUAL REPORT OF FINANCIAL TRANSACTIONS OF COMMUNITY REDEVELOPMENT AGENCIES Page 0 31 AUDIT INFORMATION . STATE USE ONLY � A I. WAS THE RI:I'OR'I'PREPARED PROM AUDITED FINANCIAL DATA A.I X I YES B. I I NO AUDIT 1 DID YOU SUBMIT A COPY A.I X J YES B. I I NO OPINION 2 . OF THE AUDIT? COMPLIANCE 3 H. INDICATE FINANCIAL AUDIT OPINION 4 OPINION A. X UNQUALIFIED B. I QUALIFIER C. ADVERSE D. 1 DISCLAIMER E. AUDIT LNCOMPLETE i EXPECTED COMPLETION DATE : IF THE AUDIT OPINION WAS C,THER THAN UNQUiL,IFIED, STATE _ BRIEFLY THE REASON GIVEN III. WAS A COMPLIANCE AUDIT PERFORMED IN ACCORDANCE WITH HEALTH&SAFETY V. IF SECTION IV IS OTHER THAN A OR B, STATE BRIEFLY CODE SECTION 33080.1 AND THE STATE CONTROLLER'S GUIDELINES FOR BELOW THE AREAS OF NON-COMPLIANCE ATTACH ADDITIONAL PAGE IF NECESSARY COMPLIANCE`10E AUDITS'? A. X Yes B. I I No DID YOU SUBMIT A A. X YES B. I HO COPY OF THE AUDIT? IV. INDICATE COMPLIANCE AUDIT OPINION A. X UNQUALIFIED B. I I POSITIVE/NEGATIVE , NO EXCEPTIONS C. ' POSITIVE/NEGATIVE D. I I QUALIFIED WITH EXCEPTIONS E.1 ADVERSE F. I I DISCLAIMER G. COMPLIANCE AUDIT EXPECTED COMPLETION DATE INCOMPLETE ACCT-LGRS 80(REV 7/96) - • BALANCE SHEET AGENCY NAME ARCADIA REDEVELOPMENT AGENCY PAGE _ 0 I 4 1+Iscnl Year Ended June 30,1999 El m ® C - 11531 El CAPITAL DEBT LOW/MODERATE SPECIAL GENERAL GENERAL ASSETS & OTHER DEBITS PROJECTS SERVICE INCOME HOUSING REVENUE/OTHER LONG-TERM FIXED TOTAL FUNDS FUNDS FUNDS FUNDS DEBT ASSETS (MEMORANDUM ONLY) I 3 630 52 9 862 ....................... f 573 667 • 1 056 SII 1. U 2 7 � EST CA. ,' &U 1PR CASH I 37 81 4 S f - 45 378 1 CASII Wl"1'II FISCAL AGENT 2.0 f �� «.»..+» : : :.z`:;.•"':,,."':;::,..,.....w.:.5..,:.,.:. 0 2 143 O1 R]:CEIVAIII,E 3.0 214 214,301 ACCOUNTS •:::::::::.�.�::::.:.:...; TAX INCREMENT _ 22 50 0 AACCOUNTS RECEIVABLE 4.0 22 500 ACCRUED Il`P ELBE S T 3 34 40 120 649 - RECEIV,VILF. 5.0 2 371 26 # � »« � «z«.»................. :: :::::...;:..�;..:.:;; ;" LOANS RECEIVABLE 6•0 CONTRACTS RECEIVABLE 7. LEASE PAYMENTS RECI'sIVABLE 8.0 - - - - ME::::::.::::::::::::::::::::::::::::::::::::::::::::,:::::::::::::::::::: UNEARNED rINANCE CHAR DUE FROM CAPITAL L PROJECTS FUND 10.0 82 - 1 5 82 DEBT 4 FROM D 3 DUE FR 8 4 04 571 5 4 241 f SERVICE FUND 11.0 196 119 `''' «,.» :..:: : ..:.: : :: LOW/MODERATE \V/I�I 1 932 FROM ILO 93 DUE 517 INCOME HOUSING FUND 12.0 517 32 - ? »» ? , DUE I S'IsCle I, FROM [ > r R1sVI3NUFJ0'1'111;It FUNDS 13.( ) NIitiMF1�w'.::�1::•...i1Ni,i.iill�M........:::::::::::::::.::::::.:::::::. 14.0 - - - .......... 1 N1 W \ES7� L OTHER ASSETS 15.0 LAND OO i -LAN 8 O T'vIENT 9 WVLSi ZO f HELD FOR RESALE 16.0 2 098 000 �:::':'» « »».,..��..:.::::::::: :.�::.�::.�::: .:: : LINE W r )sG1.N. 000 '�'F FOR O V N(L U 8 01 A 4J ALLOWANCE 1 zi:ii� 58 000 �:.:::::::::::::::::::::.�::::::::. ; VALUE O F LAND HELD FOR RESALE 16.1 1 4 :•.:.»»<•;;;::>:::::.:::::::•:>:::::::, ' L ...::.ii'iii«'i'i?f?�•��i' 'i� F IXED ASSETS:S: LAN U , STRUCTURES&IMPROVEMENTS 7 :� : :: :o- : : : : : � : m: : :m: `««. RG ' ce Q F uun 18.0 31 9 6 7 31 9 6 7 ........................................ , AMOUNT AV AILABLE SERVICE 19. J DEBT 97 27 3 79 7 Z 7 PROVIDED FOR ' BE 95 TO 3 AMOUNT O O nM 7 9 5 U U 39 ..... 20.0 �> ................................................................................................................. 7 9 DEBT PAYMENT OF LONG-TERM ........... TOTAL ASSETS &OTHER DEBITS 7470 122 31 967 17,182,35 (MUST EQUAL PAGE 04,LINE 40) ..._.21.0 ...• 3 434 657 '..... 620 448.......` 5 625 158 ... .,.. . - . _ .1_ °� ACCT-LGRS 80(REV 7/96) BALANCE SHEET AGENCY NAME ARCADIA REDEVELOPMENT AGENCY PAGE 0 i 4 Fiscal Year Ended June 30,1999 F 1 I A 13 I D I K CAI'rrAL ' DEBT LOW/MODERATE SPECIAL GENERAL GEN ERA I, LIABILITIES E. OTI-TER CREDITS PROJECTS SERVICE INCOME HOUSING REVENUE/OTHER I,ONG-TERM FIXED TOTAL FUNDS FUNDS FUNDS FUNDS DEBT ASSETS (NtEMMORA,NDUa1ONLY) 1 r 6 5. 4J 22.0 ' 15,456 56 — _S AI3LF, r . 'AY $ ACCOUN"1'S 1 INTEREST 1'AYAI3LE 23.0 TAx I' ON ANTIC]A11 NOTES P PAYABLE 24.0 — ,O. ru'VS PAYABLE 25.0 — I '']F.S 26. — — " �,R LIABILITIES UI7 I r DUEJE rsFUAI. 6 119 27.0 196,119 19 YI2C.JF.C'I'S FUND ` DUE EBT SERVICE FUND 5 28.0 1,582 1 Q . �' 'O E I2A'I'F. 4,563,647 647 \/hI D DUE 1'O 1,0W/MODERATE r 4,563,647 ',=;?'`:.,�,-.•-W .. ::.:•.. : ::::::.::.;:::: INCOME SPECIAL FUND 29•() r 'IAL ' S)'LC. 1 )UE10 ItEVENUE/t) IIER FU 3 it 0 r n� ' ION r TAX ALLOCATION rn, _ 3 11 0 00 0 I f BONDS PAYABLE ILA sE REVENUE I 30ND S/( I2"I FI- U\TFSOI ' R'ITCL P \"1O T ' \ 81 : 32.0 _ U 122 i'.•','::i;2:':;:;.::E'<;i33:ii:;'::.isi>••.•isisisi<i::i:ii:i>:ii'.+i#:;?iSi`>:; : 4 3G 3 6U 12 L r O'l'I1h;RLONG'I"F,RI\iLt,I3l 33.0 :.;::........... :. ...,.....:::::::�::::::::::.;::.; _� .� I, LIABl� TIES 12,216,926 Ir0 �A_ _ 7 17 0 12 2 OT1xIt CIZEI?I'i'S 34.0 $ 17,038 1$ 4,759,766 $ $ $ I; U!TIES .: ::>:i:i:3>:s:?i:»?:<:E>:ii:i%:iii;::i%: iis>:::>: >::>:•.;':<:::>:2i:i•;::isi•i:i;::iSS:«>:;::<::r;:>:::>::;.::::>:<i?F ><>:<>::::;::>{:<:><;;;>•>:'%»:;<:>:•::..:::*.:::„.';. .:.. ......... ...... .... .. .......... IN v N TIN c F N. w L F ssIc rs 35. 0 . ; :;•..;:.>;• ..: ... :• : :<. . � 31 9 67 3 1 f r r 9 6 7 43UND BALANCE 2 ESAt '1ll 36.0 64 82 89 $ 4 r 09 5r 7 1 5 4 r 69 04 FUND BALANCE UNRESERVED-DESIGNATED 3 7.0 37 9 ____ I wCE 17 02 72 NDUAr r FUND 4 519 U45 1,579,443 93 30 , 2 76 (4,519,045)38. 0 r UNRESERVED-UNDESIGNATED r r • TOTAL EQUITIES(�SUSTFQIAIPAG EOS,LINE51) 39.0 $ 3,417,619 $ (4,139,318) $ 5,625,158 $ _ ��•�•����•'���"•``•��� �'��� 3 1 f 967 4r 9 35 r 4 26 _ '1 O fAL L1A13. & OTHER. CREDITS & EQUITIES 40.0 $ 3,434,657 $ 620,448 $ 5,625,1.58 ,$_. — _$..- 7,470,122. $ 31,967 $ 17,182,352 ACCT-LGRS 80(REV 7/96) • :k� ;_.A ; _ _ 6 . o �Y /..v�.oi'z ' ✓�'�:/2/ 1-1- I FP a arcadia redevelopment agency ,....,..:„ ..,....„..,'- ,, 240 west huntington drive •p.o. box 60021 • arcadia, ca 91066-6021 • 626-574-5408 • fax 626-447-3309 DATE: December 21, 1999 TO: Aon Arcadia Redevelopment Agency FROM: Penman, Deputy Executive Director ti By: Pete Kinnahan, Economic Development Administrator RE: Public Hearing - Recommendation to Adopt Resolution No. ARA 183 — Approving the Adoption of the Five-Year Implementation Plan (1999-2004) for the Central Redevelopment Project Area Summary This report was continued from the December 7, 1999, meeting. The California Redevelopment Law (Health and Safety Code Section 33490) requires that a public hearing be held for the purpose of reviewing and adopting the Five-Year Redevelopment Implementation Plan for the period 1999-2004. This hearing is to be held not later than five years after the adoption of the original 1994 Implementation Plan or by December 31, 1999. The first plan covered the period 1994-1999 and was updated in 1997. The purpose of this agenda report is to facilitate the required public hearing and adoption of the 1999-2004 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. It was revised and updated by Resolution 180 on December 16, 1997. The current Plan (Attachment 1) is a blueprint for future Agency activities and describes Agency goals and objectives, how the Agency will eliminate blight, details previous, current and proposed projects and programs to address blight, and how the Agency has implemented and will implement its housing responsibilities over the next five years (FY1999-2004). Following is a brief description of key elements of the 1999 Five-Year Implementation Plan: • Introduction (page 1) - This sets forth the purpose and history of the Implementation Plan along with certain basic facts about the Agency Board and Project Area. LASER IMAGED 7969- Pi , • -- Arcadia Development Auu,icy December 21, 1999 Page 2 • Documentation of Blight (page 12) - 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 and as reflected in the broadened definitions allowed by the passage of AB1290 in 1993. • Statement of Goals and Objectives (page 14) — Revisits previously adopted Agency goals and objectives adopted in 1973 and expanded in 1984. • Status of Previous Projects and Programs (pages 20-26) —This section summarizes the status of the several Agency projects and programs adopted in 1994 and revised in 1997. • Identification of Future Agency Projects (page 22) - Table 2B sets forth all of the possible projects, programs, and activities the Agency could work on during the next Five-Year Implementation Plan period. Section 5 of the Plan (page 43) describes in more detail future projects the Agency will pursue in the next two years, provides cost estimates for each and discusses which blighting conditions will be alleviated with the completion of each project. • Housing — Section 8 (page 52) 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. The projected status of the Agency's "Excess Surplus" funds and the housing program the Agency will implement are also provided. The Agency's first priority is the replacement of housing units removed by the Agency. While none have been removed since 1996, the first year the law required such replacement, the Agency has a one-for-one housing replacement requirement in the project area and a two-for-one requirement if the replacement units are outside of the project area. Seventy-five percent of the new units must be reserved for the same income level of the families living in the units which were destroyed. During this Five-Year Implementation Plan (i.e., 1999-2004), the Agency proposes to focus its resources on a 55-unit low/moderate income senior housing project, if the Agency is not required to provide any replacement housing. The Agency Board previously selected 55 units since this was the number removed by Agency action prior to December 1995. The Implementation Plan can be amended at any time after a noticed public hearing and posting of Notice. 4. - i Arcadia Development Ay ii icy December 21, 1999 Page 3 The availability of the Implementation Plan and notice of the public hearing concerning the Plan has been published in the Arcadia Weekly and posted at four locations within the Project Area. The draft Plan has been reviewed by Agency Special Counsel, Best Best and Krieger, for legal sufficiency. Fiscal Impact Contained within the Plan are descriptions and estimates for each of the projects the Agency may pursue over the next five 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 redevelopment property tax increment for debt service. Other revenue sources include land sale proceeds, interest earnings, possible developer fees, land rents, and development participation agreements. Recommendation It is recommended that the Agency approve the Five-Year Implementation Plan (FY 1994-2004) as is, or as amended, by adopting Resolution No. ARA-183 (Attachment No. 2), "A RESOLUTION OF THE ARCADIA REDEVELOPMENT AGENCY APPROVING THE ADOPTION OF THE FIVE-YEAR IMPLEMENTATION PLAN (1999- 2004) FOR THE CENTRAL REDEVELOPMENT PROJECT AREA". Attachments: No. 1 — Implementation Plan (1999-2004) No. 2 — Resolution No. ARA-183 Approved: William R. Kelly, Executive Director PK:bmb //A . ,-- --, _. _____, 1 _ , __, , . .:_•; arcadia redevelopment agency iii240 west huntington drive •p.o. box 60021 • arcadia, ca 91066-6021 • 626-574-5408 • fax 626-447-3309 DATE: December 21, 1999 TO: Arcadia Redevelopment Agency FROM: q3lon Penman, Deputy Executive Director -± By: Pete Kinnahan, Economic Development Administrator RE: Public Hearing - Recommendation to Adopt Resolution No. ARA 183 — Approving the Adoption of the Five-Year Implementation Plan (1999-2004) for the Central Redevelopment Project Area Summary This report was continued from the December 7, 1999, meeting. The California Redevelopment Law (Health and Safety Code Section 33490) requires that a public hearing be held for the purpose of reviewing and adopting the Five-Year Redevelopment Implementation Plan for the period 1999-2004. This hearing is to be held not later than five years after the adoption of the original 1994 Implementation Plan or by December 31, 1999. The first plan covered the period 1994-1999 and was updated in 1997. The purpose of this agenda report is to facilitate the required public hearing and adoption of the 1999-2004 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. It was revised and updated by Resolution 180 on December 16, 1997. The current Plan (Attachment 1) is a blueprint for future Agency activities and describes Agency goals and objectives, how the Agency will eliminate blight, details previous, current and proposed projects and programs to address blight, and how the Agency has implemented and will implement its housing responsibilities over the next five years (FY1999-2004). Following is a brief description of key elements of the 1999 Five-Year Implementation Plan: 0 Introduction (page 1) - This sets forth the purpose and history of the Implementation Plan along with certain basic facts about the Agency Board and Project Area. Arcadia Development F icy December 21, 1999 Page 2 • Documentation of Blight (page 12) - 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 and as reflected in the broadened definitions allowed by the passage of AB1290 in 1993. • Statement of Goals and Objectives (page 14) — Revisits previously adopted Agency goals and objectives adopted in 1973 and expanded in 1984. • Status of Previous Projects and Programs (pages 20-26) —This section summarizes the status of the several Agency projects and programs adopted in 1994 and revised in 1997. • Identification of Future Agency Projects (page 22) - Table 2B sets forth all of the possible projects, programs, and activities the Agency could work on during the next Five-Year Implementation Plan period. Section 5 of the Plan (page 43) describes in more detail future projects the Agency will pursue in the next two years, provides cost estimates for each and discusses which blighting conditions will be alleviated with the completion of each project. • Housing — Section 8 (page 52) 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. The projected status of the Agency's "Excess Surplus" funds and the housing program the Agency will implement are also provided. The Agency's first priority is the replacement of housing units removed by the Agency. While none have been removed since 1996, the first year the law required such replacement, the Agency has a one-for-one housing replacement requirement in the project area and a two-for-one requirement if the replacement units are outside of the project area. Seventy-five percent of the new units must be reserved for the same income level of the families living in the units which were destroyed. During this Five-Year Implementation Plan (i.e., 1999-2004), the Agency proposes to focus its resources on a 55-unit low/moderate income senior housing project, if the Agency is not required to provide any replacement housing. The Agency Board previously selected 55 units since this was the number removed by Agency action prior to December 1995. The Implementation Plan can be amended at any time after a noticed public hearing and posting of Notice. Arcadia Development 1 -icy December 21, 1999 Page 3 The availability of the Implementation Plan and notice of the public hearing concerning the Plan has been published in the Arcadia Weekly and posted at four locations within the Project Area. The draft Plan has been reviewed by Agency Special Counsel, Best Best and Krieger, for legal sufficiency. Fiscal Impact Contained within the Plan are descriptions and estimates for each of the projects the Agency may pursue over the next five 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 redevelopment property tax increment for debt service. Other revenue sources include land sale proceeds, interest earnings, possible developer fees, land rents, and development participation agreements. Recommendation It is recommended that the Agency approve the Five-Year Implementation Plan (FY 1994-2004) as is, or as amended, by adopting Resolution No. ARA-183 (Attachment No. 2), "A RESOLUTION OF THE ARCADIA REDEVELOPMENT AGENCY APPROVING THE ADOPTION OF THE FIVE-YEAR IMPLEMENTATION PLAN (1999- 2004) FOR THE CENTRAL REDEVELOPMENT PROJECT AREA". Attachments: No. 1 — Implementation Plan (1999-2004) No. 2 — Resolution No. ARA-183 Approved: William R. Kelly, Executive Director PK:bmb