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HomeMy Public PortalAboutA2003-08-19LRAw ~~~°d LYNUVOOD REDS VELOPMENT AGENCY °.,~~~ 1[330 BLILLIS ROAD LYNWOOD, CALIFORNIA 90262-3845 (310) 603-0220 Fernando Pedroza, CHAIRMAN Ramon Rodriguez, VICE CHAIRMAN Louis Byrd, MEMBER Arturo Reyes, MEMBER Paul H. Richards, II, MEMBER This Agenda contains a brief genera! description of each item to be considered. Copies of the Staff reports or other written documentation relating to each item of business referred to on the Agenda are on file in the Office of the City Clerk and are available for public inspection. A person who has a question concerning any of the agenda items may call the City Manager at (310) 603-0220, ext. 200. RECEIVED AGENDA CITYOFLYNWOOD CITYCLERKS OFFICE LYNWOOD REDEVELOPMENT AGENCY AUGUST 19, 2003 REGULAR MEETING 6:00 P.M. LYNWOOD CITY HALL, 11330 BULLIS ROAD AUG 14 X003 ~~8191101111121112 314 p6 ~. ~~~~ ,~ FERNANDO PEDROZA CHAIRMAN RAMON RODRIGUEZ VICE CHAIRMAN LOUIS BYRD MEMBER ARTURO REYES MEMBER EXECUTIVE DIRECTOR LORRY HEMPE OPENING CEREMONIES: A. Call Meeting to Order. PAUL H. RICHARDS, II MEMBER AGENCY COUNSEL JAMES CASSO B. Roll Call (BYRD-REYES-RICHARDS-RODRIGUEZ-PEDROZA) C. Certification of Agenda Posting by Secretary PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) PUBLIC ORAL COMMUNICATIONS ITEMS FOR CONSIDERATION MINUTES OF PREVIOUS MEETING Regular Meeting of July 1, 2003 Special Meeting of July 14, 2003 Regular Meeting of July 15, 2003 2. RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF LYNWOOD, CALIFORNIA, ALLOWING AND APPROVING THE DEMANDS AND WARRANTS THEREFORE. REGULAR ITEMS 3. LYNWOOD UTILITY AUTHORITY. Comment: The purpose of this item is to have the Agency Chairman and Board Members approve and authorize staff to take the necessary steps to create the Lynwood Utility Authority. The purpose for creating the Authority is to provide a structure for financing the water and sewer system operation and to provide a structure for financing certain public improvements such as the senior center, street improvements, and water system improvements through a joint powers agreement. Recommendation: Staff respectfully recommends that the Agency and board Members adopt the attached resolution entitled: "A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF THE CITY OF LYNWOOD AUTHORIZING THE CREATION OF THE LYNWOOD UTILITY AUTHORITY AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH." 4. DEVELOPMENT CONCEPT REVIEW OF A PROJECT PROPOSAL TO INSTALL AN UNMANNED WIRELESS TELECOMMUNICATION FACILITY, FIFTY FEET (50') IN HEIGHT AT 11000 WRIGHT ROAD (WASATCH) IN THEM (MANUFACTURING) ZONE. THE PROJECT PROPOSES INSTALLING EITHER A CLOCK TOWER MOUNTED ON THE ROOF OF THE EXISTING BUILDING OR INSTALLING AN ARTIFICIAL PALM TREE. Comments: To have the Agency review the development concept of a proposal submitted by AT&T Wireless c/o Global Telecom Resources for the installation of a wireless telecommunication facility located at 11000 Wright Road. Recommendation: Staff respectfully recommends that the Agency review the proposal, accept testimony from the applicant, and direct staff accordingly. 5. DEVELOPER PRESENTATION . Comment: To have the Agency receive a presentation by Jacobsen Family Holding 1, LLC ("Developer") for the development of Single-Family homes at the northwest corner of Atlantic and Carlin. Recommendation: Staff respectfully requests that after consideration the Agency receive and file the presentation. 6. EXCLUSIVE NEGOTIATING AGREEMENT. Comment: To have the Agency consider an Exclusive Negotiating Agreement ("ENA") with Jacobsen Family Holdings 1, LLC (the "Developer") for the development of a commercial center located at the southeast and southwest corner of Imperial Highway and Duncan Avenue within redevelopment Project Area "A" . Recommendation: Staff respectfully requests that after consideration the Agency approve the Exclusive Negotiating Agreement between the Agency and Affiliated Jacobsen Family Holdings 1, LLC and direct staff to initiate the requisite studies and determine the feasibility of the project and bring back the initial terms for a Disposition and Development Agreement. PUBLIC HEARING NONE INFORMATION ITEM NONE CLOSED SESSION 7. WITH RESPECT TO EVERY ITEM OF BUSINESS TO BE DISCUSSED IN CLOSED SESSION PURSUANT TO SETION 54956.8. CONFERENCE WITH REAL PROPERTY NEGOTIATORS. Property: Agency-owned property located at Fernwood between Atlantic and Bullis Agency Negotiator: Agency, Agency staff, Agency Counsel Negotiating Parties: Agency: Hermilio Franco Under Negotiation: Price and terms 8. WITH RESPECT TO EVERY ITEM OF BUSINESS TO BE DISCUSSED IN CLOSED SESSION PURSUANT TO SECTION 54956.8. CONFERENCE WITH REAL PROPERTY NEGOTIATORS. Property: 6171-023-035,036 and 037 on Long Beach Boulevard Agency Negotiator: Agency, Agency staff, Agency Counsel Negotiating Parties: Agency and Laura Torres Under Negotiation: Price and terms 9 WITH RESPECT TO EVERY ITEM OF BUSINESS TO BE DISCUSSED IN CLOSED SESSION PURSUANT TO SECTION 54956.8. CONFERENCE WITH REAL PROPERTY NEGOTIATORS. Property: Agency/City property on Redwood 6171-012-900 Agency Negotiator: Agency, Agency staff, Agency Counsel Negotiating Parties: Agency and Ray Patel Under Negotiation: Price and terms 10. WITH RESPECT TO EVERY ITEM OF BUSINESS TO BE DISCUSSED IN CLOSED SESSION PURSUANT TO SECTION 54956.8. 4 CONFERENCE WITH REAL PROPERTY NEGOTIATORS. Property: Northwest corner of Long Beach & Martin Luther King Boulevard Agency Negotiator: Agency, Agency staff, Agency Counsel Negotiating Parties: Agency and Manuel Simental Under Negotiation: Price and terms 11. WITH RESPECT TO EVERY ITEM OF BUSINESS TO BE DISCUSSED IN CLOSED SESSION PURSUANT TO SECTION 54956.8 CONFERENCE WITH REAL PROPERTY NEGOTIATORS. Property: Atlantic Avenue &Fernwood Avenue Atlantic Avenue & Josephine Street State Street &Fernwood Avenue Agency negotiator: Agency, Agency Staff and Agency Counsel Negotiating Parties: Bulletin Displays Under Negotiations: Price and terms ADJOURNMENT THE NEXT REGULAR MEETING WILL BE HELD ON SEPTEMBER 2, 2003 AT 6:00 P.M. IN THE COUNCIL CHAMBERS OF CITY HALL, 11330 BULLIS ROAD, LYNWOOD, CALIFORNIA. s ..~ ,.-. L ~.~fWOOD REDEVELOPMENT AGL .CY REGULAR MEETING JULY 1, 2003 The Lynwood Redevelopment Agency of the City of Lynwood met in a Regular Meeting in the Council Chambers, 11330 Bullis Road on the above date at 6:35 p.m. Chairman Pedroza presiding. Members Byrd, Reyes, Richards, Rodriguez and Pedroza answered the roll call. Also present were Executive Director Hempe, Counsel Casso, Secretary Hooper, and Treasurer Pygatt. Secretary Hooper announced that the agenda had been posted in accordance with the Brown Act. Chairman Pedroza requested that all Agencies Public Oral Communications be jointly addressed with City Council public oral communications. It was moved by Member Richards, seconded by Member Byrd to hear all joint public oral communications. PUBLIC HEARING Item #3: PROPOSED BIENNIAL BUDGET FOR F.Y. 2003/04 AND 2004/05 It was moved by Councilman Richards, seconded by Councilman Byrd and carried to open the public hearing. Lorene Reed, 11805 Harris -Commended city staff for their hard work in putting the budget together and for considering City Council's organizational chart. Stated she is concerned that the LRA First Time Home Buyer Program is in desperate need of personnel so that this program can be successful. Questioned the Environmental Services Department organizational chart and feels that vacant/deleted positions should be filled. Feels that the City Treasurer should have a Deputy Treasurer. Questioned the Recreation & Community Services positions of Superintendent 1 and Superintendent 2 and asked the difference in titles. It was moved by Councilman Richards, seconded by Councilman Byrd and carried to close the public hearing. Mayor Pedroza questioned the Deputy Redevelopment position. City Manager Hempe reported that interviews were conducted for this position and the Director of Redevelopment must now select the qualified candidate. City Manager Hempe informed the City Council that a memo has been distributed to them requesting an amendment to the budget for the Engineering Department and is asking to consider approving it as part of the budget. It was moved by Councilman Richards to adopt the resolution with the followi ~ --- modifications; to upgrade the Facility & Maintenance Manager to Assistant AGEidDA I Tyta~ Director/Facility Maintenance Manager, and eliminated the Facility & Mainte ce Manager position and to make the relocation, seconded by Councilman Byrd. City Attorney Casso recommended adopting each agency's budget separately. Councilman Richards stated he is only making recommendations to the proposed amendments, if the budget is adopted. Councilman Reyes stated that he is concerned that atwo-year budget is being proposed since the City is facing too many budget cuts as well as the County. After further discussion, City Attorney Casso clarified that City Council combine the evaluation of each agency's Biennial Budgets jointly but each budget must be adopted separately. It was moved by Councilman Richards, seconded by Councilman Byrd to adopt the resolution approving the Agency's Biennial Operating Budget for FY2003/04 and FY 2004/2005, with the amendments proposed by staff and modifications made by City Council. RESOLUTION N0.2003.026 ENTITLED: "A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF THE CITY OF LYNWOOD ADOPTING THE BIENNIAL OPERATING BUDGET FOR FISCAL YEARS 2003/04 AND 2004/05" ROLL CALL: AYES: MEMBERS BYRD, RICHARDS, AND PEDROZA NOES: MEMBERS REYES AND RODRIGUEZ ABSTAIN: NONE ABSENT: NONE ITEMS FOR CONSIDERATION Item #1: MINUTES OF PREVIOUS MEETING: It was moved by Member Richards, seconded by Chairman Pedroza to approve the following Minutes: • Regular Meeting of April 15, 2003 • Special Meeting of May 12, 2003 • Regular Meeting of May 20, 2003 ROLL CALL: **AYES: MEMBERS BYRD, REYES, RICHARDS, RODRIGUEZ AND PEDROZA NOES: NONE *ABSTAIN: MEMBER REYES ABSENT: NONE *Member Reyes voteu ABSTAIN" on Apri115tn' as he was __.,t present at the meeting, and **"YES" on May 12tH and May 20tH. Item #2: WARRANT REGISTER It was moved by Member Byrd, seconded by Chairman Pedroza to adopt the resolution. RESOLUTION NO. 2003.025 ENTITLED: "A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF LYNWOOD, CALIFORNIA, ALLOWING AND APPROVING THE DEMANDS AND WARRANTS THEREFORE" ROLL CALL: AYES: MEMBERS BYRD, REYES, RICHARDS, RODRIGUEZ, AND PEDROZA NOES: NONE ABSTAIN: NONE ABSENT: NONE REGULAR ITEMS Item #4: DEVELOPMENT CONCEPT REVIEW EXCLUSIVE NEGOTIATING AGREEMENT It was moved by Member Richards, seconded by Chairman Pedroza to approve staff s recommendation. Member Reyes suggested continuing this item to look into options of mixed-use developments such as commercial and residential business that would bring the City sales tax revenue. Vice Chairman Rodriguez commented the City would benefit from the mixed-use developments such as the ones in the City of South Gate. Chairman Pedroza stated the City is in demand of additional housing units and supports the ENA for new housing developments, as the plans would be brought back for the Agency's approval. Member Richards stated that additional housing would bring the City tax increment and utility user's tax benefiting the city's General Fund. After further discussion, the Chairman requested roll call. ROLL CALL: AYES: MEMBERS BYRD, REYES, RICHARDS, RODRIGUEZ AND PEDROZA NOES: NONE ABSTAIN: NONE ABSENT: NONE Agency Counsel Casso, .zquested that the Agency consider disc,__~sing LRA Closed Session Items with City Council Closed Session. It was moved by Vice Chairman Rodriguez, seconded by Member Byrd and carried to recess to City Council. Members recessed at 9:13 p.m. Members reconvened 10:53 p.m. CLOSED SESSION Agency Counsel Casso stated with respect to every item of business to be discussed in Joint Closed Session Pursuant to Section 54956.8: Item #5: CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: 3100 E. Imperial Highway Agency Negotiators: Agency, Agency Staff and Agency Counsel Negotiating Parties: Agency & 3100 E. Imperial, LLC Under Negotiation: Price and Terms It was moved by Vice Chairman Rodriguez, seconded by Chairman Pedroza and carried to recess to Closed Session at 10:55 p.m. Members reconvened at 2:00 a.m. Agency Counsel Casso stated Members met on the aforementioned matters and stated on: Item #5: CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: 3100 E. Imperial Highway Agency Negotiators: Agency, Agency Staff and Agency Counsel Negotiating Parties: Agency & 3100 E. Imperial, LLC Under Negotiation: Price and Terms 5-0 vote -Direction was given to staff - No further reportable action. ADJOURNMENT Having no further discussion, it was moved by Vice Chairman Rodriguez, seconded by Member Reyes and carried to adjourn the Regular Council Meeting at 2:03 a.m., in Memory of Leopoldo Rodriguez, father of Recreation Superintendent Leo Rodriguez. Fernando Pedroza, Chairman Andrea L. Hooper, Secretary L ~ ~~(WOOD REDEVELOPMENT AG>E.~,CY SPECIAL MEETING JULY 14, 2003 The Lynwood Redevelopment Agency of the City of Lynwood met in a Special Meeting in the Council Chambers, 11330 Bullis Road on the above date at 10:20 a.m. Chairman Pedroza presiding. Members Byrd, Reyes, Richards, Rodriguez and Pedroza answered the roll call. Also present were Executive Director Hempe, Agency Counsel Casso, Secretary Hooper, and Treasurer Pygatt. Secretary Hooper announced that the agenda had been posted in accordance with the Brown Act. PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) NONE PUBLIC ORAL COMMUNICATIONS NONE REGULAR ITEM Item #1: UTILITY EASEMENT FOR WATER WELL NO.6 Yadi Farhadi, Director of Environmental Services -Explained that to accommodate the development of the Plaza Mexico Project, Southern California Edison has requested that the City provide a utility easement for this purpose. Staff has reviewed the requested utility easement and has found that this easement is necessary for the continued operation of Water Well No. 6. It was moved by Member Richards, seconded by Chairman Pedroza to adopt the resolution. LRA RESOLUTION N0.2003.027 ENTITLED: A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY GRANTING CERTAIN UTILITY EASEMENT TO SOUTHERN CALIFORNIA EDISON COMPANY FOR PROVIDING ELECTRICAL SERVICES TO WATER WELL NO. 6, AND AUTHORIZING THE CHAIRMAN TO EXECUTE THE GRANT OF EASEMENT DOCUMENTS ROLL CALL: AYES: COUNCILMEN BYRD, REYES, RICHARDS, RODRIGUEZ, AND PEDROZA NOES: NONE ABSTAIN: NONE ABSENT: NONE Member Richards requested that LRA Closed Session Items be jointly discussed with City Council Closed Session. Members recessed at 10:23 a.m. Members reconvened at 11:55 a.m. CLOSED SESSION Agency Counsel Casso stated with respect to every item of business to be discussed in Joint Closed Session Pursuant to Section 54956.8: Item #2: CLOSED SESSION ITEMS CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: 3100 E. Imperial Highway Agency Negotiators: Agency, Agency Staff and Agency Counsel Negotiating Parties: Agency & 3100 E. Imperial, LLC Under Negotiation: Price and Terms Item #3: CONFERENCE WITH REAL PROPERTY NEGOTIATORS. Property: Replacement park -Area bounded by I-105 on the north, Virginia Avenue on the east, First Avenue on the west, Lavinia Avenue on the south. Agency Negotiator: Agency, Agency Staff and Agency Counsel Negotiating Parties: Agency & Various Property owners Under Negotiation: Price and terms Item #4: CONFERENCE WITH REAL PROPERTY NEGOTIATORS. Property: Atlantic Avenue &Fernwood Avenue Atlantic Avenue & Josephine Street State Street &Fernwood Avenue Agency Negotiator: Agency, Agency Staff and Agency Counsel Negotiating Parties: Bulletin Displays Under Negotiations: Price and terms It was moved by Member Byrd, seconded by Vice Chairman Rodriguez and carried to recess to Closed Session at 12:00 p.m. Members reconvened at 2:10 p.m. Agency Counsel Casso stated Members met on the aforementioned matters and stated on: Item #2: CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: 3100 E. Imperial Highway Agency Negotiators: Agency, Agency Staff and Agency Counsel Negotia«~Zg Parties: Agency & 3100 E. Imperia~, LLC Under Negotiation: Price and Terms No Reportable Action Item #3: CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: Replacement Park -Area bounded by I-105 on the north, Virginia Avenue on the east, First Avenue on the west, Lavinia Avenue on the south Agency Negotiator: Agency, Agency Staff and Agency Counsel Negotiating Parties: Agency & Various Property owners Under Negotiating: Price and terms No Reportable Action Item #4: CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: Atlantic Avenue &Fernwood Avenue Atlantic Avenue & Josephine Avenue State Street &Fernwood Avenue Agency Negotiator: Agency, Agency Staff and Agency Counsel Negotiating Parties: Bulletin Displays Under Negotiating: Price and terms No Reportable Action ADJOURNMENT Having no further discussion, it was moved by Member Byrd, seconded by Vice Chairman Rodriguez and carried to adjourn the Special Council Meeting at 2:13 p.m. Fernando Pedroza, Chairman Andrea L. Hooper, Secretary LY ~r WOOD REDEVELOPMENT AGEwCY REGULAR MEETING JULY 15, 2003 The Lynwood Redevelopment Agency of the City of Lynwood met in a Regular Meeting in the Council Chambers, 11330 Bullis Road on the above date at 6:16 p.m. Chairman Pedroza presiding. Members Byrd, Reyes, Richards, Rodriguez and Pedroza answered the roll call. Also present were Executive Director Hempe, Assistant Agency Counsel Duran, Secretary Hooper, and Treasurer Pygatt. Secretary Hooper announced that the agenda had been posted in accordance with the Brown Act. PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) NONE PUBLIC ORAL COMMUNICATIONS (All agencies) NONE ITEMS FOR CONSIDERATION Item #1: MINUTES OF PREVIOUS MEETING: It was moved by Member Richards, seconded by Member Byrd to approve the following Minutes: • Regular Meeting of June 3, 2003 • Special Meeting of June 4, 2003 ROLL CALL: AYES: MEMBERS BYRD, REYES, RICHARDS, RODRIGUEZ, AND PEDROZA NOES: NONE ABSTAIN: NONE ABSENT: NONE Item #2: WARRANT REGISTER RESOLUTION NO. 2003.028 ENTITLED: "A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF LYNWOOD ALLOWING AND APPROVING THE DEMANDS AND ORDERING WARRANTS THEREFORE." ROLL CALL: AYES: MEMBERS BYRD, REYES, RICHARDS, RODRIGUEZ, AND PEDROZA NOES: NONE ABSTAIN: NONE ABSENT: NONE ADJOURNMENT Having no further discussion, it was moved by Member Richards, seconded by Member Byrd and carried to adjourn the Regular Council Meeting at 6:18 p.m. Fernando Pedroza, Chairman Andrea L. Hooper, Secretary FISCAL YEAR 2003-2004 RESOLUTION NO. LRA - ___ __ - ;~ - - ; ! ' a ~ ~ TTON OF THE REDEVEI_OPF1ENT AGENCY OF THE CITY OF LYNWOOD A RESt7LU _ ~°'{ _ __ __ -- - LYNWOOD, CALIFORNIA ALLOWING AND APPROVING THE DEMANDS AND ORDERING ~ WARRANTS THEREFOR (-a -____ _ _ _ _ __ _ W The Redevelopment Agency of the City of Lynwood does hereby resolve as follows: Q Section 1. That the demands presented, having been regularly audited, are hereby allowed and approved, and that warrants ordered drawn therefor by the Agency Treasure to the payee and in the amounts indicated. ' ` ~' WARRANT#/DATE PAYEE DESC AMOUNT AREA A ALAMEDA 349 08-19-03 US BANK TRUST NAT. ASSOC. DEBT SVC PMT 504, 057. 89 504, 057. B9 0. 00 275 08-19-03 US BANK TRUST NAT. ASSOC. DEBT SVC PMT 42, 041. 42 O. 00 _ _ __ 42, 041. 42 ____ --------- BLANK SPACE ----- ----- --- ------------- ------------- ------------ b407 08-19-03 EL CASTiLLO TRUS7 ACCOUNT PROPERTY PURCH/5101-5111 JOSEP 426,902.:75 '0.00 426,902.75 6413 08-19-03 US BANK TRUST NAT. ' ASSOC.. DEBT SVC PMT 13b, 414. iB O. 00 i36, 414. 18 #~ TOTAL 1, 109, 416. 24 504, 057. 89 605, 358. 35 Section 2. That the Agency Secretary shall certify to the adopti _ _ _ on of the resolution and shall _ - _ _ deliver a certified copy to the Agency Treasure and shall retain a copy thereof f or the record. PASSED, APPROVED AND ADOPTED THE day of ~- 2003 __ ~,' ATTEST: <« i __ ANDREA L. HOOPER FERNANDO PEDROZA _ SECRETARY __ CHAIRMAN, Lynwood Redevelopment Agency JIr:' ~~ ~ ~ DATE: August 19, 2003 TO: THE HONORABLE CHAIRMAN AND MEMBERS OF THE AGENCY FROM: Lorry Hempe, Executive Director BY: Alfretta F. Earnest, Finance Director ,t~,~~% SUBJECT: LYNWOOD UTILITY AUTHORITY PURPOSE: The purpose of this item is to have the Agency Chairman and Board Members approve and authorize staff to take the necessary steps to create the Lynwood Utility Authority. The purpose for creating the Authority is to provide oversight of the water and sewer system operation and to provide a structure for financing certain public improvements such as the senior center, street improvements, and water system improvements through a joint powers agreement. BACKGROUND: At its June 17, 2003 meeting, the City Council authorized staff to hire a financing team to assist in reviewing the feasibility of creating a Utility Authority and the concept of leasing the water and sewer system as a financing mechanism. The financing structure will provide funding for certain capital expenditures (i.e. water system improvements, civic center improvements, street improvements, etc.) ANALYSIS: Based on the bond counsel's legal opinion, there are several advantages to creating a Lynwood Utility Authority. These advantages are as follows: 1. Provides for direct oversight and monitoring of the City's water and sewer systems. 2. Residents will be provided with equal or better service by the Authority. 3. Creates a joint powers authority consisting of the City of Lynwood and the Redevelopment Agency that presents a structure for financing infrastructure improvements. 4. Frees up equity in the system, for financing purposes, yet local public operation, ownership and control is maintained. 5. Can result in savings and/or recovery of capital expenditures previously incurred by the City in connection with the water and sewer system. AGENDA ITEM r. In essence, the primary role of the Authority will be to oversee operations of the water and sewer systems, which will include maintenance of the systems, costs and expenses for operating the system, quality of service to customers, and planning for system improvements. RECOMMENDATION: Staff respectfully recommends that the Agency and Board Members adopt the attached resolution entitled: "A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF THE CITY OF LYNWOOD AUTHORIZING THE CREATION OF THE LYNWOOD UTILITY AUTHORITY AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH." RESOLUTION NO. A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY AUTHORIZING THE CREATION OF THE LYNWOOD UTILITY AUTHORITY AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. WHEREAS, the Lynwood Redevelopment Agency of the City of Lynwood (the "Agency") has been advised by its staff and consultants that the lease of the City owned water and sewer system (the "Enterprise") to another locally controlled public entity may have long term benefits to the City; and WHEREAS, the City's staff and consultants have recommended that the Agency consider the lease of the Enterprise to a joint powers authority comprised of the City and the Lynwood Redevelopment Agency (the "Agency"); and WHEREAS, in order to assist the Agency in the leasing of the Enterprise, the City and the Agency intend to form a Joint Powers Authority designated as the "Lynwood Utility Authority" (the "Authority") pursuant to a Joint Exercise of Powers Agreement (the "Joint Powers Agreement"), which Authority will be duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code) including the power to lease a municipal water and sewer system; and WHEREAS, the Lynwood Redevelopment Agency has previously directed staff to prepare a proposal on behalf of the Authority for the lease of the Enterprise; and WHEREAS, the Agency hereby finds and declares that entering into the Joint Powers Agreement will be beneficial to persons residing within the City; and WHEREAS, the Lynwood Redevelopment Agency with the aid of its staff, has reviewed the Joint Powers Agreement of the Authority and the Lynwood Redevelopment Agency wishes to approve the Joint Powers Agreement and matters related thereto; NOW, THEREFORE, the Lynwood Redevelopment Agency of the City of Lynwood does find, determine and resolve as follows: Section T. The Agency hereby approves the creation of the Authority, its membership therein and the Joint Powers Agreement related thereto, substantially in the form annexed hereto, with such revisions, amendments and completions as shall be approved by a Responsible Officer with the advice of Bond Counsel and Counsel to the City. A responsible officer shall include any member of the Agency, the Executive Director, the Secretary, the Finance Director, or any official of the City designated by the Chairman or the Executive Director as a responsible officer. Section 2. City staff has evaluated the proposal and determined (1) the residents of the City will be provided equal or better service by the Authority, (2) the proposal results in savings and/or recovery of capital expenditures previously incurred by the City in connection with the Enterprise, and {3) the Enterprise will continue to be subject to local control, ownership and operation. Section 3. The Chairman, Executive Director, Finance Director, or any other responsible officer, the City and each of them, is hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution. Section 4. The Secretary shall certify to the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect. Notwithstanding the foregoing, such certification and any of the other duties and responsibilities assigned to the City Clerk pursuant to this Resolution may be performed by a Deputy Secretary with the same force and effect as if performed by the Secretary hereunder. PASSED, APPROVED AND ADOPTED this 19T" day of August, 2003, by the following roll call vote: AYES: NOES: ABSENT: ABSTAIN: Fernando Pedroza, Chairman ATTEST: Andrea Hooper, Secretary APPROVED AS TO FORM: APPROVED AS TO CONTENT: City Attorney Lorry Hempe, Executive Director JOINT EXERCISE OF POWERS AGREEMENT CREATING LYNWOOD UTILITY AUTHORITY Dated as of September 1, 2003 45340516.2 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions ........................................................................................................ 1 ARTICLE II GENERAL PROVISIONS Section 2.01 Purpose ............................................................................................................. 3 Section 2.02 Creation of Authority ....................................................................................... 3 ARTICLE III BOARD OF DIRECTORS Section 3.01 Boazd of Directors ............................................................................................ 4 Section 3.02 Powers .............................................................................................................. 4 Section 3.03 Compensation ..................................................:............................:.................. 4 Section 3.04 Meetings of the Board of Directors; Voting .................................................... 4 ARTICLE IV OFFICERS AND EMPLOYEES Section 4.01 Officers ........................................................ 5 .................................................... Section 4.02 Subordinate Officers ................................................... 5 Section 4.03 ..................................... Removal of Officers ......................................................................................... 5 Section 4.04 President ........................................................................................................... 5 Section 4.05 Vice President ........................................................... 5 Section 4 06 ....................................... Executive Director . Section 4 07 ........................................................................................... Secr tar 5 . e y .......................................................................................................... 6 Section 4.08 Treasurer; Finance Director ........................................ 6 Section 4.09 ........... .......................... Officers in Charge of Records, Funds and Accounts ....................................... 6 Section 4.10 Other Employees ........................................ ...................................................... 6 Section 4.11 Conflict of Interest Code .................................................................................. 6 ARTICLE V POWERS Section 5.01 General Powers ....................................................... . 6 Section 5 02 . ....................................... S ecific P . p owers ................................................................................................ 7 Section 5.03 Restrictions on Exercise of Powers .................................................................. 8 Section 5.04 Liability; Contribution ..................................................................................... 8 Section 5.05 Indemnity by Authority for Litigation Expenses of Officer, Board of Directors Member or Employee ....................................................................... 8 Section 5.06 Execution of Contracts ..................................................................................... 9 45340516.2 i TABLE OF CONTENTS (continued) Page ARTICLE VI CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS Section 6.01 Contributions ................................................................................................. .. 9 Section 6.02 Accounts and Reports .................................................................................... .. 9 Section 6.03 Funds .............................................................................................................. 10 Section 6.04 Annual Budget and Administrative Expenses ............................................... 10 ARTICLE VII TERM; ADDITION OF MEMBERS; DISSOLUTION Section 7.01 Term ............................................................................................................... 10 Section 7.02 Addition of Members ..................................................................................... 10 Section 7.03 Withdrawal or Exclusion of a Member .......................................................... 11 Section 7.04 Dissolution ..................................................................................................... 12 ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.01 Notices .......................................................... 12 ................................................. Section 8.02 Section Headings ........................................................................................... 12 Section 8.03 Consent ........................................................ 12 .................................................. Section 8.04 Law Governing .............................................................................................. 12 Section 8.05 Amendments .................................................................................................. 12 Section 8.06 Enforcement by Authority ............................................................................. 12 Section 8.07 Severability .................................................................................................... 13 Section 8.08 Successors and Assigns .................................................................................. 13 Section 8.09 Execution of Counterparts ............................................................................. 13 45340516.2 11 JOINT EXERCISE OF POWERS AGREEMENT CREATING LYNWOOD UTILITY AUTHORITY THIS JOINT POWERS AGREEMENT (the "Agreement"), is made and entered into as of September 1, 2003 by and among the Members (as defined herein); WITNESSETH: WHEREAS, the Members wish to form an agency under the Joint Powers Law, known as the Lynwood Utility Authority, for the purpose of providing an entity to assist in providing financing, for purposes which are authorized by law and which could lease, own, operate and maintain the Utility System (as defined herein); and NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Members do hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions. In addition to the other terms defined herein, the following terms, whether in the singulaz or in the plural, when used herein and initially capitalized shall have the meanings specified. "Agency" means the Lynwood Redevelopment Agency. "Agreement" means this Joint Exercise of Powers Agreement, as originally entered into or as amended from time to time in accordance with Section 8.05 hereof. "Authority" means the Lynwood Utility Authority established pursuant to Section 2.02 hereof. "Board" means the Board referred to in Section 3.01 hereof, which shall be the governing body of the Authority. "Bond Law" means the Mazks-Roos Local Bond Pooling Act of 1985, being Article 4 of the Joint Powers Law (commencing with Section 6584), as amended from time to time, Article 2 of the Joint Powers Law, as amended from time to time, or any other law available for use by the Authority in the authorization and issuance of Indebtedness or to provide for the financing of Indebtedness and/or Public Capital Improvements, as amended from time to time. "Bond Purchase Agreement" means an agreement between the Authority and a Member or a Local Agency, pursuant to which the Authority agrees to purchase Indebtedness from a Member or a Local Agency, as the case may be. "City" means the City of Lynwood. 45340516.2 "Enterprise" means the means the properties and assets, real and personal, tangible and intangible, of the City, now or hereafter existing, used or pertaining to the generation, transmission, distribution and sale of water, and all facilities necessary for the disposal or reuse of wastewater, including sewage treatment plants, intercepting and collecting sewers, outfall sewers, force mains, pumping stations, ejector stations, pipes, valves, machinery and all other appurtenances for the collection, treatment, purification or disposal of sewage, including all additions, expansions, improvements, and betterments thereto and equipping thereof. "Fiscal Year" means the fiscal year of the Authority as established from time to time by the Board, being at the date of this Agreement the period from July 1 in any calendar year to and including June 30 in the succeeding calendar year. "Indebtedness" means bonds, notes or other evidences of indebtedness, and all other obligations, instruments and agreements constituting "Bonds" under the Joint Powers Law, which are issued or incurred by or on behalf of the Authority, a Member or a Local Agency pursuant to the Bond Law or pursuant to any other provision of law to finance the lease, acquisition, construction or improvement of Public Capital Improvements, Working Capital Requirements, or liability or other insurance needs of any Local Agency (the "Local Obligations"). "Joint Powers Law" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code, as amended from time to time. "Liability Share" means, with respect to any Member, the amount of a judgment for damages divided by the number of Members at the time the act or omission occurred, unless any portion of the judgment arises from an act or omission directly related to the studying, planning, financing, developing, acquiring, purchasing, construction, reconstructing, implementing, improving, enlarging, enhancing, operating, maintaining, selling, disposing of, or decommissioning of any project undertaken by the Authority under this Agreement, in which case, with respect to such portion, the term "Liability Share" shall mean, with respect to any Member, the amount of such portion multiplied by a fraction equal to (i) such Member's entitlement or right, if any, to participate in such project at the time the act or omission occurred, divided by (ii) the aggregate amount of all Members' entitlements or rights to participate in such project at the time the act or omission occurred. "Local Agency" means each of the Members, any agency or subdivision of a Member, and any other city, county, authority, district or public corporation of the State of California. "Members" means, collectively, all of the Members that are parties to this Agreement, which Members shall initially consist of the City of Lynwood and the Lynwood Redevelopment Agency, and which shall include all additional Members that become parties hereto pursuant to the provisions of Section 7.02 hereof; provided, however, that the term "Member" shall not include any entity which shall have withdrawn or been excluded from the Authority pursuant to Section 7.03 hereof. "Public Agency" has the meaning given to the term "public agency" in Article 1 of the Joint Powers Law. 45340516.2 2 .,-~, "Public Capital Improvements" has the meaning given such term in Section 6585(8) of the Bond Law, as such provision maybe amended from time to time. "Utility System" means the Enterprise and any other utility system or service leased to the Authority by the City or acquired by the Authority. "Working Capital Requirements" means the requirements of any Local Agency for funds to be used by, or on behalf of, such Local Agency for any purpose for which such Lacal Agency may borrow money pursuant to Section 53852 of the California Government Code, as amended from time to time. ARTICLE II GENERAL PROVISIONS Section 2.01 Purpose. This Agreement is made pursuant to the Joint Powers Law providing for the joint exercise of powers common to two or more Members, and for other purposes as permitted under the Joint Powers Law and the Bond Law. The purpose of this Agreement is to provide for the lease, ownership, operation, management and maintenance of any Utility System or service, the financing of Public Capital Improvements for and Working Capital Requirements and insurance programs of, the Members and any Local Agency, including without limitation, financings relating to any Utility System or service through the lease, acquisition or construction by the Authority of such Public Capital Improvements, the purchase by the Authority of Indebtedness of any of the Members or a Local Agency pursuant to Bond Purchase Agreements, the lending of funds by the Authority to a Member or a Local Agency or the entering into of contractual arrangements by the Authority with a Member or a Local Agency and any other transaction authorized by the Joint Powers Law and other laws; engaging in financings relating to the encouragement of economic development and the stimulation of public revenues in the City through the acquisition and financing by the Authority of such Public Capital Improvements; and to engage in any other transactions authorized by the Joint Powers Law and other laws. Section 2.02 Creation of Authority. Pursuant to the Joint Powers Law, there is hereby created a public entity to be known as the "Lynwood Utility Authority". The Authority shall be a public entity separate and apart from the Members, and shall administer this Agreement. ARTICLE III BOARD OF DIRECTORS Section 3.01 Board of Directors. The Authority shall be governed by a Board of Directors, which shall be comprised of members determined as provided in this Section 3.O1. The Board of Directors shall be called the "Board of Directors of the Lynwood Utility Authority." Notwithstanding anything contained in this Section 3.01 to the contrary, no member of the Board of Directors shall hold membership on the Board of Directors after the expiration of his or her term as a member of the governing body of a Member, or until he or she resigns, is removed or for any other reason no longer serves as a member of the governing body of a 45340516.2 3 Member. The members of the Boazd of Directors shall be the members of the City Council of the City. Section 3.02 Powers. Subject to the limitations of this Agreement and the laws of the State of California, the powers of this Authority shall be vested in and exercised by and its property controlled and its affairs conducted by the Boazd of Directors. The Board of Directors shall have the responsibility for the general management of the affairs, property and business of the Authority and may, from time to time, adopt and modify such By-Laws and other rules and regulations for that purpose and for the conduct of its meetings as it may deem proper. Section 3.03 Compensation. Members of the Board of Directors shall serve with each compensation as shall be established from time to time. Each such member may be reimbursed for necessary and actual expenses, including travel incident to his or her services as member of the Board of Directors, pursuant to resolution of the Board of Directors. Any member of the Board of Directors may elect, however, to decline said compensation or reimbursement. Section 3.04 Meetings of the Board of Directors; Voting. (a) Call, Notice and Conduct of Meetinss. All meetings of the Board of Directors, including without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the Ralph M. Brown Act, being Sections 54950 et seq. of the California Government Code, as amended from time to time. (b) Regulaz Meetings. The Board of Directors shall hold a regular meeting not less than once each calendaz year. Regular meetings of the Board of Directors shall be held at such time as the Board of Directors may fix by resolution from time to time, and if any day so fixed shall fall upon a legal holiday, then, upon the next succeeding business day at the same hour. No notice of any regular meeting of the Board of Directors need be given to the members of the Board of Directors. (c) Special Meetings. Special meetings of the Boazd of Directors shall be held whenever called by the President of the Authority or by a majority of the members of the Board of Directors, in accordance with the provisions of the California Government Code, as amended from time to time. (d) uorum. A majority of the total number of members of the Board of Directors shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. (e) Voting. Each member of the Board of Directors shall have one vote. The affirmative votes of at least a majority of the members of the Board of Directors present at any meeting at which a quorum is present shall be required for the Board of Directors to take any action. Every act or decision done or made by a majority of the members of the Board of Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. 45340516.2 4 ARTICLE IV OFFICERS AND EMPLOYEES Section 4.01 Officers. The officers of the Authority shall be a President, a Vice President, an Executive Director, a Secretary, a Treasurer, a Finance Director and such other officers as the Board of Directors may appoint. The President shall be the Mayor of the City. The Vice President shall be a member of the Board of Directors elected by the Board of Directors. The City Treasurer shall serve as the Treasurer of the Authority. The Director of Finance & Administration shall serve as the Finance Director of the Authority. The City Manager shall serve as the Executive Director of the Authority. The City Clerk shall serve as the Secretary of the Authority. Section 4.02 Subordinate Ofiicers. The Board of Directors may elect or authorize the appointment of such other officers than those herein above mentioned as the business of the Authority may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in this Agreement, or as the Board of Directors, from time to time, may authorize or determine. Section 4.03 Removal of Officers. Any officer may be removed, either with or without cause, by a majority of the members of the Board of Directors at any regular or special meeting of the Board of Directors. Should a vacancy occur in any office as a result of death, resignation, removal, disqualification or any other cause, the Board of Directors may delegate the powers and duties of such office to any officers or to any members of the Board of Directors until such time as a successor for said office has been appointed. Section 4.04 President. The President shall be the presiding officer of the Authority. He or she shall be ex officio member of all standing committees, and shall have the such powers and duties as may be prescribed by the Board of Directors or this Agreement. The President shall preside at all meetings of the Board of Directors. Section 4.05 Vice President. In the absence or disability of the President, the Vice President shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all of the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as may, from time to time, be prescribed for him or her by the Board of Directors or this Agreement. Section 4.06 Executive Director. The Executive Director shall be the chief executive officer of the Authority. He or she shall have the general powers and duties of management of the Authority and shall have such other powers and duties as may be prescribed by the Board of Directors or this Agreement. Section 4.07 Secretary. The Secretary shall keep or cause to be kept a book of minutes at the principal office or at such other place as the Board of Directors may order, of all meetings of the Board of Directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board of Directors meetings and the proceedings thereof. The Secretary shall give or cause to be given 45340516.2 5 notice of all meetings of the Board of Directors. The Secretary shall keep the Authority records in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Boazd of Directors or this Agreement. Section 4.08 Treasurer; Finance Director. Subject to the applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depositary of the Authority to have custody of all the money of the Authority, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 or 6505.6 of the Joint Powers Law. The Finance Director is hereby designated as the auditor of the Authority and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 or 6505.6 of the Joint Powers Law including, without limitation, financial reporting responsibilities asprovided therein. Section 4.09 Officers in Charge of Records, Funds and Accounts. The Treasurer to the extent such officer's duties and responsibilities require, is designated as the public officer or person who has chazge of, handles, or has access to any property of the Authority, and such officer shall file an official bond as required by Section 6505.1 of the Joint Powers Law in the amount of $25,000. Section 4.10 Other Emuloyees. The Boazd of Directors shall have the power to appoint and employ such other officers, employees, consultants and independent contractors as it may deem necessary for the purposes of this Agreement, any of whom may be employees of a Member, and who shall have such powers, duties and responsibilities as aze determined by the Board of Directors. All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. None of the officers, agents, or employees directly employed by the Authority shall be deemed, by reason of their employment by the Authority to be employed by any of the Members or, by reason of their employment by the Authority, to be subject to any of the requirements of any of the Members. Section 4.11 Conflict of Interest Code. The Authority by resolution shall adopt by reference a Conflict of Interest Code as required by the Political Reform Act, commencing with section 81000 of the Government Code of the State of California. ARTICLE V POWERS Section 5.01 General Powers. The Authority shall exercise in the manner herein provided powers common to Members, or as otherwise permitted under the Joint Powers Law, 45340516.2 6 and necessary or convenient to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 5.03 hereof. As provided in the Joint Powers Law, the Authority shall be a public entity separate from the Members. The Authority shall have all of the powers provided in the Joint Powers Law, including but not limited to Article 4 of the Joint Powers Law (commencing with Section 6584), and including the power to issue or incur Indebtedness under the Bond Law. Section 5.02 Suecific Powers. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing powers, including but not limited to, any or all of the following: (a) to make and enter into contracts; (b) to employ agents or employees; (c) to plan, develop, acquire, construct, manage, maintain, repair, replace or operate any Public Capital Improvement, including the common power of the Members to acquire any Public Capital Improvement by the power of eminent domain; (d) to acquire (by the exercise of the power of eminent domain or otherwise), hold, lease, sell or otherwise dispose of any real or personal property, tangible or intangible, and any interests therein, wherever located; (e) to issue or incur Indebtedness and otherwise to incur debts, liabilities or obligations, provided that no such Indebtedness, debt, liability or obligation shall constitute a debt, liability or obligation of any of the Members; (f) to sue and be sued in its own name; (g) to establish a budget and authorize expenditures therefrom; (h) to apply for, accept, receive and disburse grants, loans and other aids from any agency of the United States or of the State of California or from any private sources; (i) to enter into agreements for the creation of separate public entities and agencies pursuant to the Joint Powers Law; (j) to invest any money in the treasury as determined by the Authority, in accordance with applicable provisions of the Joint Powers Law and Section 53601 of the California Government Code, as amended from time to time; (k) to apply for letters of credit or other forms of financial guarantees in order to secure the repayment of Indebtedness and enter into .agreements in connection therewith; (1) to cant' out and enforce all the provisions of this Agreement; (m)to make and enter into Bond Purchase Agreements; 45340516.2 7 (n) to purchase Indebtedness of a Member or any Local Agency; (o) to establish non-profit corporations or for-profit corporations to assist in accomplishing any of its objectives; and (p) to exercise any and all other powers as may be permitted by State law and/or the Joint Powers Law (including Section 6588 of the Joint Powers Law). Section 5.03 Restrictions on Exercise of Powers. The powers of the Authority shall be exercised in the manner provided in the Joint Powers Law and in the Bond Law subject only to the restrictions upon the manner of exercising such powers as aze imposed upon the Members in the exercise of similaz powers. Section 5.04 Liability; Contribution. Pursuant to the Joint Powers Law, the debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of any of the Members, except as provided by Section 895.2 of the California Government Code, as amended from time to time, in the case of injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement. In the event any Member is held liable upon any judgment for damages caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, and pays in excess of its Liability Share of such judgment, such Member shall be entitled to contribution from each other Member and may require each other Member to pay an amount towazds the judgment for damages, but in no event shall any such other Member be required to pay in excess of its Liability Shaze of such judgment. No member, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal of or premium or interest on any obligations of the Authority or be subject to any personal liability or accountability by reason of any obligations of the Authority; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law or by the instruments authorizing the issuance of any obligations of the Authority. Nothing contained in this Agreement shall in any way diminish the liability of any Member or other party with respect to any contract between such Member or other party and the Authority. Section 5.05 Indemnity by Authority for Litigation Expenses of Officer, Board of Directors Member or Employee. In the event any member of the Board of Directors, officer or employee of the Authority be sued, either alone or with others, because he or she is or was a member of the Board of Directors, officer or employee of the Authority, in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out of any alleged wrongful act against the Authority or by the Authority, indemnity to such person for reasonable expenses, including attorneys' fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver by the court in the same or a sepazate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the expenses, including attorneys' fees, incurred in the defense of the proceeding. 45340516.2 8 Section 5.06 Execution of Contracts. The Boazd of Directors, except as otherwise provided in this Agreement, may authorize any officer or officers, agent or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the Authority and such authorization may be in general or confined to specific instances and unless so authorized by the Boazd of Directors, no officer, agent or employee shall have any power or authority to bind the Authority by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. ARTICLE VI CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS Section 6.01 Contributions. In accordance with the California Government Code, the Members may in the appropriate circumstances when required hereunder: (a) make contributions from their treasuries as approved from time to time by the Boazd of Directors, for the purposes set forth herein, (b) make payments of public funds to defray the cost of such purposes, (c) make advances of public funds for such purposes, such advances to be repaid as provided herein, or (d) use their personnel, equipment or property in lieu of other contributions or advances. The provisions of Section 6513 of the Joint Powers Law are hereby incorporated into this Agreement. The Authority may make such arrangements relative to the repayment or return to the Members of such contributions, payments and advances as aze approved from time to time by the Boazd of Directors. Any Member which fails to make or pay when due any required contribution, payment or advance to the Authority, may have its rights under this Agreement terminated and may be excluded from participation in the Authority as provided in Section 7.03(c) hereof. Any such Member shall continue to be liable for its obligations under any contract with the Authority and for any unpaid contribution, payment or advance approved by the Board of Directors prior to such Member's exclusion and not objected to by such Member by written notice to the Authority within thirty (30) days after such approval. Section 6.02 Accounts and Reports. There shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of any resolution, indenture or other instrument of the Authority securing its Indebtedness, except insofaz as such powers, duties and responsibilities are assigned to a trustee appointed pursuant to such resolution, indenture or instrument. The books and records of the Authority shall be open to inspection at all reasonable times by the Members and their representatives. The Authority shall give an unaudited written report of all financial activities for each Fiscal Year to the Members within 210 days after the close of each Fiscal Yeaz. The Finance Director, as auditor of the Authority, shall contract with a certified public accountant or public accountant to make an independent annual audit of the accounts and records of the Authority. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the California Government Code, as amended from time to time, and shall conform to generally accepted. auditing standards. When such an audit of an account and record is made by a certified public accountant or public 45340516.2 (~ accountant, a report thereof shall be filed as public records with each of the Members and with the county auditor of Riverside. Such report shall be filed within 12 months of the end of the Fiscal Year under examination. Any costs of the audit, including contracts with, or employment of, certified public accountants or public accountants, in making an audit pursuant to this Section shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for the purpose. Section 6.03 Funds. Subject to the applicable provisions of any instrument or agreement which the Authority may enter into, which may provide for a trustee to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have the custody of and disburse Authority funds as nearly as possible in accordance with generally accepted accounting practices, and shall make the disbursements required by this Agreement or to carry out any of the provisions or purposes of this Agreement. Section 6.04 Annual Budget and Administrative Expenses. The Board of Directors shall adopt an annual budget to provide for the operation and maintenance of the systems owned and/or operated by the Authority, including, without limitation, amounts to be paid for debt service and lease payments and for contracts entered into by the Authority and administrative expenses, which shall include all expenses not included in any financing issue of the Authority, annually prior to July 1st of each year. ARTICLE VII TERM; ADDITION OF MEMBERS; DISSOLUTION Section 7.01 Term. This Agreement shall become effective as of the date first set forth above, and the Authority shall come into existence, on the date of execution and delivery hereof, and this Agreement shall thereafter continue in full force and effect until the later of July 1, 2058 or the date on which all Indebtedness and other obligations of the. Authority and the interest thereon shall have been paid in full or until adequate provision for such payment shall have been made in accordance with the instruments governing such Indebtedness, and no material contracts to which the Authority is a party remain in effect, unless earlier dissolved pursuant to Section 7.04 hereof. Section 7.02 Addition of Members. (a} Public Agencies possessing one or more of the powers specified in the first paragraph of the recitals to this Agreement may be added as parties to this Agreement, and become Members, upon the filing by such Public Agency with the Board of Directors of an instrument in form and substance satisfactory to the Board of Directors together with a certified copy of a resolution of its governing body, whereby the Public Agency (i) agrees to the provisions of this Agreement and (ii) requests to become a Member. In reviewing an application for membership, the Board of Directors may reject said application based on the creditworthiness of the applicant or on any other matter which has affected or may affect the creditworthiness of the applicant and which may thereby affect the creditworthiness of the Authority. The Board of Directors also reserves the right to reject an applicant if the Board of Directors determines that the membership of such applicant would be detrimental to the 45340516.2 10 effectiveness of the Authority or would interfere with the realization of the Authority's goals and purposes. (b) Notwithstanding Section 7.02(a) hereof, no such Public Agency shall become a Member until (i) its admission is approved by a vote of a majority of the Board of Directors voting on the matter and (ii) such Public Agency deposits or agrees to deposit with the Authority an amount equal to such share of the costs and expenses incurred by the Authority prior to the date of admission of such Public Agency as a Member as shall be determined by the Board of Directors. (c) Upon satisfaction of the provisions of Section 7.02(a) and 7.02(b) hereof, such Public Agency shall be a Member for all purposes of this Agreement, and the instrument provided pursuant to Section 7.02(a) hereof shall become a part of the official records of the Authority. Neither the effectiveness of such membership nor such instrument shall constitute an amendment or modification of this Agreement for purposes of Section 8.05 hereof. Section 7.03 Withdrawal or Exclusion of a Member. (a) Any Member may withdraw from the Authority upon the following conditions: (i) the Member shall have filed with the Board of Directors a certified copy of a resolution of its governing body expressing its desire to so withdraw and (ii) if the Authority, prior to the filing of such resolution, shall have incurred any obligation payable from contributions, payments or advances in accordance with Section 6.01 hereof, which obligation matures after the date of such filing, the withdrawing Member shall have paid, or made arrangements satisfactory to the Board of Directors to pay to the Authority its pro rata portion of such obligation. (b) Upon compliance with the conditions specified in Section 7.03(a) hereof, the withdrawing Member shall no longer be considered a Member for any reason or purpose under this Agreement and its rights and obligations under this Agreement shall terminate. The withdrawal of a Member shall not affect any obligations of such Member under any contract between the withdrawing Member and the Authority. (c) Any Member which has (i) defaulted under a contract with the Authority, or (ii) failed to pay any required contributions, payments or advances in accordance with Section 6.01 hereof, may have its rights under this Agreement terminated and may be excluded from participating in the Authority by a vote of a majority of the members of the Board of Directors voting on the matter (excluding from voting the member(s) of the Board of Directors, if any, representing the defaulting Member}. Any excluded Member shall continue to be liable for its obligations under any contract with the Authority and for any unpaid contribution, payment or advance approved by the Board of Directors prior to such Member's exclusion and not objected to by such Member by written notice to the Authority within thirty (30) days after such approval. No withdrawal from membership pursuant to Sections 7.03(a) and 7.03(b) hereof or exclusion from participation pursuant to Section 7.03(c) hereof shall constitute an amendment or modification of this Agreement for purposes of Section 8.05 hereof. Section 7.04 Dissolution. With the approval of the Board of Directors, the Authority may be dissolved, if at the time of such dissolution the Authority has no Indebtedness 45340516.2 11 outstanding and is not a party to any contract remaining in effect (unless adequate provision shall have been made for the discharge of such contract). Upon the dissolution or termination of the Authority, and after payment or provision for payment, all debts and liabilities, the assets of the Authority shall be distributed to the Members in such manner as shall be determined by the Boazd of Directors. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.01 Notices. (a) Any notice, demand or request to any Member provided for in this Agreement shall be in writing and shall be deemed properly served, given, or made if delivered in person or sent by registered or certified mail, postage prepaid, to the person designated by such Member upon the commencement of its membership in the Authority. (b) A Member may, at any time, by written notice to each other Member and the Authority, designate different persons or different addresses for the giving of notices, demands or requests to it hereunder. (c) Any notice, demand or request to the Authority provided for in this Agreement shall be in writing and shall be deemed properly served, given, or made if delivered in person or sent by registered or certified mail, postage prepaid, to Lynwood Utility Authority, c/o City of Lynwood, 11330 Bullis Road, Lynwood, California 90262, or at the notice address most recently provided by said Member pursuant to this Section 8.01. (d) The Authority may, at any time, by written notice to each Member, designate a different or additional person or a different address for giving notices, demands or requests to it hereunder. Section 8.02 Section Headings. All section headings in this Agreement aze for convenience of reference only and aze not to be construed as modifying or governing the language in the section referred to or to define or limit the scope of any provision of this Agreement. Section 8.03 Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. Section 8.04 Law Governing. This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed. Section 8.05 Amendments. This Agreement may be amended at any time, or from time to time, except as limited by contract with the owners of Indebtedness issued or incurred by the Authority, a Member or a Local Agency or by applicable regulations or laws of any jurisdiction having authority, by one or more supplemental agreements executed by all then current Members either as required in order to carry out any of the provisions of this Agreement or for any other purpose. 45340516.2 12 Section 8.06 Enforcement by Authority. The Authority is hereby authorized to take any or all legal or equitable actions, including but not limited to injunction and specific performance, necessary or permitted bylaw to enforce this Agreement. Section 8.07 Severability. )n the event that any term, covenant or condition of this Agreement or the application of such term, covenant or condition shall be held invalid as to any person or circumstance by any court having jurisdiction in the premises, all other terms, covenants and conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect unless a court holds that the provisions aze not sepazable from all other provisions of this Agreement. Section 8.08 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Members. No Member may assign any right or obligation hereunder without the written consent of the other Members. The immediately preceding sentence shall not affect, in any respect, any right of assignment under any contract between any Member and the Authority. Section 8.09 Execution of Counterparts. This Agreement may be executed in any number of counterparts. All such counterparts shall be deemed to be originals and shall together constitute but one and the same instrument. 45340516.2 13 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, on the day and year first set forth above. ATTEST: CITY OF LYNWOOD By Mayor City Clerk By ATTEST: LYNWOOD REDEVELOPMENT AGENCY Chairman Secretary 45340516.2 14 DATE: August 19, 2003 TO: HONORABLE CHAIRMAN AND MEMBERS OF THE AGENCY FROM: Lorry Hempe, Executive Director BY: Grant Taylor, Special Assistant/Development Services SUBJECT: DEVELOPMENT CONCEPT REVIEW OF A PR07ECT PROPOSAL TO INSTALL AN UNMANNED WIRELESS TELECOMMUINICATION FACILITY, FIFTY FEET (50') IN HEIGHT AT 11000 WRIGHT ROAD (WASATCH) IN THE M (MANUFACUTURING ZONE. THE PR07ECT PROPOSES INSTALLING EITHER A CLOCK TOWER MOUNTED ON THE ROOF OF THE EXISTING BUILDING OR INSTALLING AN ARTIFICIAL PALM TREE. PURPOSE To have the Agency review the development concept of a proposal submitted by AT&T Wireless c/o Global Telecom Resources for the installation of a wireless telecommunication facility located at 11000 Wright Road. FACTS 1) The proposed site, 11000 Wright Road, is currently developed with an existing one-story structure, twenty-nine feet (29~ in height and is owned by the Wasatch Company, wholesale distributors of import motors. 2) The subject parcel is an irregular shaped lot that totals 81,460 square feet or 1.87 acres in area. 3) The subject property is located on the east side of Wright Road, just west of the I-710 (Long Beach) Freeway, between Los Flores Boulevard and Beechwood Avenue. 4) The General Plan Designation is Industrial, that is consistent with the M (Manufacturing) zoning of the property. Lynwood Municipal Code Section 25-16.4 permits wireless telecommunication facilities in all commercial and manufacturing zones subject to a conditional use permit. AGENDA ITEM ANALYSIS & DISCUSSION The applicant proposes to install an unmanned wireless telecommunication facility utilizing a clock tower, mounted on the roof of the Wasatch warehouse that would total fifty feet (50~ in height. The clock tower would be located in the southeast corner of the building and equipment cabinets would be located in the interior of the warehouse. The facility would contain six (6) antennas. If a clock tower is not desirable, the applicant has included a proposal to install an artificial palm tree that would have live palm trees in the vicinity. The Lynwood Municipal Code requires that telecommunication facilities be collocated if possible and/or effectively screened from adjacent properties. Location of such facilities are based on technology and customer demands. The applicant researched the three (3) City water tower sites and they were rejected by the radio frequency analysis. Maps are attached that identify the City's water towers, existing coverage, and proposed coverage. The subject property is located within Redevelopment Project Area A. If the Lynwood Redevelopment Agency determines that collocation is not feasible and the project is consistent with the Redevelopment Plan, the applicant could file for a Conditional Use Permit. RECOMMENDATION Staff respectfully recommends that the Agency review the proposal, accept testimony from the applicant, and direct staff accordingly. Attachments: 1) Project Description 2) Location Map 3) Color Coverage Maps (2) 4) Clock Tower plans 5) Artificial Palm plans 6) Color photos (5) Project Description AT&T Wireless: 4-190-C: 11000 Wright Road, Lynwood, CA 90262. APN.• 6194-029-005 Global Telecom Resources, on behalf of AT&T Wireless, is seeking approval of a Conditional Use Permit to install a new roof-mounted wireless telecommunications facility at an existing Wasatch warehouse facility located at 11000 Wright Road. AT&T's proposal requests the authorization for the construction, use, and maintenance of an unmanned facility, which further enhances AT&T's Southern California wireless network of services. Proiect Desi~ As described in detail below, AT&T proposes to mount antennas behind an new stealth clock tower on the roof Wasatch warehouse in the southeast corner and to install transceiver equipment cabinets and electric/telco cabinets in the interior section of the warehouse. Antennas: Three antenna sectors, each containing two panel antennas (six total antennas), will be installed within a new 50'-0" stealth clock tower at 45'-0" on center in height on the roof of the existing 31'-6" high warehouse building. The new clock tower will be integrated into the existing southeast roofline of the warehouse and will be textured and painted to match the existing building. All Sectors must be located near the building edge in order to transmit a viable signal. If located within the central roof area, the Sectors will not be able to "see" over the roof. The length of the roof will cause shadowing, rendering the antennas useless. (For every 3 feet of roof length, the antenna must be raised 1 foot to "see" over the roof. In this case, the antennas would need to be 20 feet higher than the existing roof in order to shoot a viable signal). Each antenna panel has an approximate dimension of 51" tall x 16" wide. A 2' x 2' microwave panel will be installed within the clock tower at 34'-0" on center in height. A GPS (Global Positioning System) antenna and LMU (E911 system) antenna will be installed on an H Frame post on the roof. Equipment Cabinets: The equipment cabinets will be installed within the existing building and contained behind a 10'- 0' high partition wall. The main structural aspects of the clock tower will extend down into the proposed 18'-0" x 20'-0' interior lease area. The equipment area will also contain one electrical cabinet and one telco cabinet. Operational Overview Once constructed and operational, the proposed facility will operate 24 hours per day, 7 days a week, and will only require routine maintenance approximately once a month. Beyond this intermittent service, AT&T requires 24-hour access to the facility to ensure that technical support is immediately available if and when warranted. 23332 Mill Creek Drive, Suite 230 • Laguna Hills, CA 92653 Fax 949-460-4589 Site Selection The search ring issued by AT&T Wireless radio frequency engineers determines the -site selection process. The search ring is a small geographic area that identifies more or less where a new wireless facility is needed within the network to improve coverage without interfering with other existing sites in the area. Attached is a copy of the search ring issued for this site. AT&T has determined that, based on existing area sites, there is a coverage gap in the area between the 710 freeway and Harris Avenue, south of Imperial Highway and north of Beechwood Avenue. As demonstrated on the attached zoning maps, the center of the search ring falls within an area that is developed mainly with residential land uses and a commercial corridor. In this area there is both a lack of coverage for indoor cell phone use by residents and businesses and a weak outdoor signal for mobile use along Atlantic Avenue and Imperial Highway because the other area sites (4-090B and C 106) are operating at full capacity. The proposed site at 11000 Wright Road is the only viable site in the area due to its height and proximity to the center of the search ring. AT&T's deployment personnel conducted an exhaustive search of the area in and around the ring, and determined that this location will propagate the best signal and cover the most extensive area, thereby improving coverage for residents, businesses, and commuters. The only other potentially viable area for locating this facility is within a small commercial area along Imperial Highway between Atlantic Avenue and Abbott Road. The radio frequency engineer rejected this area due to the fact that the existing building heights were not tall enough to propagate a viable signal to cover the area along Imperial Highway and Atlantic Avenue. In order to make a site work in this area, a 50 to 60 foot tall monopole would be necessary, which is not a preferred structure type for the City of Lynwood. Additionally, the property owner rejected the proposal. The remainder of the search ring core is located within residential zones, where installations are prohibited by the City of Lynwood. Hei hg t Justification Wireless communication is accomplished by linking a wireless network of radio wave transmitting devices such as portable and car phones, to the conventional telephone system through a series of short-range, contiguous cells. Similar to a honeycomb pattern, a cellular system is composed of many neighboring and interconnecting "cell sites," or geographical areas. Each cell site within the system contains transmitting and receiving antennas. As a customer enters one cell and exits another, the call is transferred between the cells by a computer. The distance between antenna sites will normally range from 1/10 mile to 5 miles, depending on the population density, consumer usage, existing vertical elements, and the geographical terrain. In order to have a clear line-of--site; antennas must be mounted high enough to overcome challenges posed by local topography and development. The required height is usually proportional to a combination of the distance antennas can cover and the demand for PCS service within their sphere of influence. The 50-0" height at the proposed location is necessary to meet AT&T's coverage objectives, off-load calls from the capacity sites of similar height in the area, and overcome the obstructions of the area, which hinders signal propagation. 23332 Mill Creek Drive, Suite 230 • Laguna Hills, CA 92653 Fax 949-460-4589 Protect Justi ication The Personal Communications Service (PCS) facility will serve the public in several capacities. The PCS facility will provide improved coverage and off-load capacity of neighboring sites. With the addition of this facility, the residents of this area and commuters who travel through the area will have access to the rapidly expanding communication infrastructure by providing voice and data transmission services not currently available. Since their introduction, wireless telecommunications systems have proved to be an invaluable communications tool in the event of emergencies (traffic accidents, fires, etc.) and natural disasters (earthquakes, floods, etc.) where normal land line communications are often disrupted, overlooked, or inaccessible during and after an event has occurred. This service and similar technology are utilized by numerous governmental and quasi-governmental agencies that provide emergency service. Wireless telecommunications systems, including cellular telephones, have also proved to be invaluable tools in business communications and everyday personal use. In this sense, wireless telecommunications system networks have proved to be desirable in the interest of public convenience, health, safety, and welfare. Unlike other land uses, which can be spatially determined through the General Plan or other land use plans, the location of wireless telecommunications facilities are based on technical requirements which include service area, geographical elevations, alignment with neighboring sites and customer demand components. Placement within the urban geography is dependent on these requirements. Accordingly, wireless telecommunication facilities have been located adjacent to and within all major land use categories including residential, commercial, industrial, open space, etc. proving to be compatible in all locations. The proposed facility at the subject location will be unmanned, have no impact on circulation systems, and generate no noise, odor, smoke, or any other adverse impacts to adjacent land uses. The installation of antenna sectors and transmission equipment will not result in any material changes to the character of the local community. This proposed wireless telecommunications facility will operate in full compliance with all state and federal regulations including the Telecommunications Act of 1996. Conclusion AT&T Wireless strives to be a viable and involved corporate citizen of the City of Lynwood and surrounding communities. Our efforts for this communications site represents AT&T's best efforts to provide efficient and seamless wireless services within the area, and expresses our system development as municipally cooperative and as community compatible as possible. Respectfully, AT&T requests your approval of the submitted Conditional Use Permit application. 23332 Mill Creek Drive, Suite 230 • Laguna Hills, CA 92653 Fax 949-460-4589 1 I I 3~ 1 ~ ~ ~ ~ ~ ~ ~ i1 1i ~ ~ ~ ~ ~ ~ ~ ~ ~2 2~ ~ __Sz_____tl._____~_____8._--__~_____~_____2_____~_____F _____~ R Lynwood Water Tank 1- RF Rejected: 11108 S Alameda St, Lynwood, CA 90: R Lywood Water Tank 2 - RF Rejected: 11240 California Av, Lynwood, CA 90262, R Approximate Location of Zoning Approved AT&T Sife: Never Built, Southern A~ • B of A - RF Accepted, then rejected: 4400 Tweedy Blvd, South Gate, CA 90280, i • Roosevelt Elementary School -Likely Zoning Denial: 705 C6 • Lynwood Water Tank 3 - RF Rejected: 4275 Walnut Av, Lynwood, CA 90262, 73: DATE: TO: FROM: By: Subject: Pur ose: AUGUST 19, 2003 HONORABLE CHAIRMAN AND MEMBERS OF THE AGENCY Lorry Hempe, Executive Director Louis Morales, Deputy Executive Director DEVELOPER PRESENTATION To have the Agency view a presentation by Jacobsen Family Holdings 1, LLC (the "Developer") for the development of Single-Family homes at the northwest corner of Atlantic and Carlin. Facts: 1. Staff had received five unsolicited proposal for the development of housing at the northwest corner of Atlantic and Carlin (the "Site"). In a effort to move the review process and to determine the seriousness of the develops, staff mailed notices to the developers requesting specific information by a certain date. 2. On June 17, 2003, two developers (Southland and Abel-Helou) made presentations to the Agency of their respective projects. 3. The Developer stated that he did not receive the notice and was therefore not aware of the deadline for submittal and subsequent presentation date. Recommendation: Staff respectfully requests that after consideration the Agency receive and file the presentation. H:\W ORDFI LE\REDEV ELP\LMORALES\GastelumAUCarlinPrestn.stf.doc AGENDA I TE1~4 .~, DATE: TO: FROM: By: Subject: Purpose: AUGUST 19, 2003 HONORABLE CHAIRMAN AND MEMBERS OF THE AGENCY Lorry Hempe, Executive Director Louis Morales, Deputy Executive Director EXCLUSIVE NEGOTIATING AGREEMENT To have the Agency consider an Exclusive Negotiating Agreement ("ENA") with Jacobsen Family Holdings 1, LLC (the "Developer") for the development of a commercial center located at the southeast and southwest corner of Imperial Highway and Duncan Avenue within Redevelopment Project Area "A". Facts: 1. Staff received an unsolicited proposal from the Developer to develop a retail project of approximately 25,000 square foot site at the southeast and southwest corners of Imperial Highway and Duncan Avenue. The Site is approximately 177,143 sq. ft. or 4 acres (see attached Map). 2. On May 20, 2003, the Agency approved the development concept and directed staff to initiate the owner participation process and obtain a Statement of Interest from the various business and property owners located within the site of the proposed project. 3. The owner participation period ended in mid July 2003 and staff did not receive counter proposals from any of the various property and business owners. Rather, staff received statements from owners willing to sell their property and from owners wishing not to participate. Since no counter proposals were received the Agency may consider an ENA for the site. 4. Attached for Agency consideration is a draft ENA between the Agency and the Developer. The duration of the ENA shall be for One Hundred Eighty (180) consecutive days. 5. At the time of this report staff had not yet received formal or updated plans from the Developer. The Developer will be presenting the plans for the proposed project at the time of the meeting. H:\WORDFI LE\REDEVELP\LMORALES\Gastelum ImpDuncanENA.stf.doc AGE DA ITEM Analysis: Affiliated Jacobsen Family Holdings 1, LLC is partnering with Art Gastelum and Jeff Timbers {collectively referred to as the "Developer"). The Developer has indicated that the concept for the project shall be retail in nature. The Developer has been utilizing a staff generated site plan as the base model or concept to explore alternative options while integrated the needs of tenants that the Developer would be targeting. Ultimately the design of the project will vary and will b e t enant d riven. A s peculative p roject w ill n of b e p ursued. In the interim, staff has attached the staff generated site plan. The s ite i s currently developed with a mixture of commercial uses and vacant property or abandoned buildings that are not well maintained. The Site also contains approximately twelve (12) homes. The proposed project will clean up the area and will remove the blight that is currently in place. Additionally, the proposed project could bring back economic viability to what is a key entry point to the City of Lynwood. Should the Agency approve the ENA staff will initiate the requisite studies and begin to work with the Developer on the feasibility of the project. The ENA will require a Developer Deposit, which will be used to cover the cost to perform the necessary studies in connection with the project. The estimated cost to perform the studies will be approximately $25,000. Recommendation: Staff respectfully requests that after consideration the Agency approve the Exclusive N egotiating Agreement between the Agency and Affiliated Jacobsen Family Holdings 1, LLC and direct staff to initiate the requisite studies and determine the feasibility of the project and bring back the initial terms for a Disposition and Development Agreement. H:\W ORDFILE\REDEVELPILMORALES\Gastelum I mpDuncanENA.stf.doc ~ . 4: 1yy4 fU Q ~ esl//r ~.. s-cf 9OrtMaB oo~oei-it r-/T~LL f30l43/OOOOOn/•/I j6 P29 J67v ~. ~ y 91Jl2/ ~~ HWY 0 0 IMPERIAL 8 "T ~ 1 • 3 ,eat,., ~ ® ®o~ a Oh O O ~ O 5 4 3 2~ Iq gecat- ~ O ° , " 11 Ip 9 8 6 /s o 16 17 16 15 14 13 12i 20 19 ., 3n a ~~, v 22 - ~ - .. L ~ ~ 9~ IOAb .9~ ~ EO d>71 6417 ~ O ~~~ "~ 23 t .. so /s ss .~o I sa ~ m ,~ ~ 24` ,~ 90 ~ 1 I I 1 I C G ~ ~ 409. tr 2g ~e ~ ~ ~^ O ~ I ~ :e 1 zt 1413 ©4~I2 t 411 410 ~ ~ ,0.~, BOO ~ tesa!e' 3: '3t 3/ ~ ti O O 416 4~5 4h4 1 I '~ K,73n!'~o 28 ~~ 9 "°' 41 B 417 i i I I .~ § 2~ ~ ~D33/ ~ ~ ~sr3 ea - BLVD. LOS FLORES o~~ Q a.~ CODE 608/ / ~Q 6oe9 ss2g ' TRACT NO. 79 84 M.B. 90 -34 - 36 FOR PREY. ASSM"[. SEE: 663 -I - ~ - Z . V Z ~~ CT R`-~~SE L 'MHWYA~ ~~ ~ g WRIGHT AS SESSON'S NAP -.5...4- (~o~t~ ~ p-rl -~ ~A~ DRIVE-THRU 3,500 SF. ss uns / LOS FLORES BOULEVARD b a Z O O r n 3 ®~~~ ~, SIbNAL PROJECT SUMMARY SRE AREA: 36,456 SF (0.84 AC) DRIVE-THRU RESTAURANT 3,500 SF PARKING REQUIRED DRIVE-THRU RESTAURANT (1/100): 35 CARS PARKING PROVIDED: 41 CARS ~..E,'-~ ® SITE PLAN o t~-v~~ ~ 39 38 v v io VIDEO RETAIL 6,500 SF 6,500 SF 93 GARS 89 GARS IMPERIAL HIGHWAY SWC IMPERIAL HIGHWAY & DUNCAN LYNWOOD, CALIFORNIA l I ~ ~_"y"'" ~,°' '~ PROJECT SUMMARY SITE AREA: RETAIL~COMMERGAL: DRIVE-THRU RESTAURANT DRIVE-THRU 2,500 SF. nuns i+ l 140,687 $F (3.23 AC) 15,500 SF 5,000 SF TOTAL BUILDING AREA: 20,500 SF PARKING REQUIRED RETAILiCOMMERCIAL (112001: 78 CARS DRIVE-THRU RESTAURANT (1 /100): 50 CARS TOTAL PARKING REQUIRED: 128 CARS PARKING PROVIDED: 156 CARS EXCLUSIVE NEGOTIATING AGREEMENT This Exclusive Negotiating Agreement, dated as of this _ day of , 2003 (the "Agreement"), is made by and between the Lynwood Redevelopment Agency, a public body, corporate and politic (the "Agency"), and a Corporation (the "Developer"). For and in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows: RECITALS This Agreement is entered into with reference to the following facts: A. In furtherance of the objectives of the California Community Redevelopment Law, the Agency has undertaken a program for the redevelopment of certain areas within the City, and in connection therewith is undertaking and carrying out activities for redevelopment in the Lynwood Redevelopment Project Area "A" (the "Project Area") pursuant to and in furtherance of the Redevelopment Plan for the Project Area. B. The subject matter of this Agreement concerns that certain real property shown on Exhibit A and commonly referred to as - Imperial Highway and - LosFlores Blvd. The subj ect parcels are located within the City of Lynwood, State of California and are collectively referred to herein as the "Site". The Site is comprised of approximately 177,143 sq. ft. or 4 +/- acres in land area. It is anticipated that, prior to the development of the Site as contemplated by this Agreement and/or a subsequent Disposition and Development Agreement ("DDA") as set forth herein below, and all parcels comprising the Site will be acquired by the Developer. The Developer desires to redevelop the Site as a commercial retail center of approximately 25,000 sq. ft. with the Developer to provide all parking on and off-Site as appropriate and necessary for the proposed development of the Site, along with appropriate landscaping, all in accordance with applicable City regulations and standards (the "Activity"). C. As a result of the qualifications, experience and identity of Developer, which are of particular concern to the Agency, the Agency desires to enter into this Agreement with the Developer with the objective of subsequently agreeing upon and entering into a mutually acceptable DDA for the development of the Site consistent with the terms and conditions of this Agreement at the earliest practical date. D. The Agency anticipates that, following execution of this Agreement and through the period of negotiation and preparation of a DDA with respect to the Activity, the staff of the Agency, as well as certain consultants and attorneys of the Agency will devote substantial time and effort in reviewing plans, contacting and meeting with the Developer and various other necessary third parties in connection with the proposed Activity, and in negotiating and preparing a DDA consistent with the basic terms and mutual understandings established in the Agreement. H:word/redevelp/Imorales/GastelumlmpDu ncan.ENA Page 1 of 10 "". E. The Agency and the Developer desire to enter into this Agreement in order to set forth the rights and duties of the Parties during the term of the Exclusive Negotiating Period subj ect to the Owner Participation rules and regulations established for the Project Area. Section 1. Definitions. The following terms shall have the meaning ascribed thereto, unless the context requires otherwise: "Activity" means the Developer's proposed development of improvements upon the Site along with appropriate parking and landscaping, as outlined in Recital B, in accordance with plans and specifications subject to and approved by the City and Agency. "Agency" means the Lynwood Redevelopment Agency, a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Redevelopment Law" (as hereinafter defined). "Agreement" means this Exclusive Negotiating Agreement by and between the Agency and the Developer. "City" means the City of Lynwood, a municipal corporation and California general law city, organized and existing pursuant to the Constitution and laws of the State of California. "Developer" means , a California corporation, or nominee thereof. "Exclusive Negotiating Period" means the period of One Hundred Eighty (180) consecutive days beginning on the date of this Agreement, as shortened or extended by the provisions of Section 4, below. "Party" means any party to this Agreement. "Redevelopment Law" means the California Community Redevelopment Law, as amended from time to time (Health and Safety Code Sections 33000, et se ). "Site" means that certain real property consisting of all parcels generally depicted on Exhibit A, attached hereto and incorporated herein by this reference. Section 2. Obligations of Agency. During the Exclusive Negotiating Period the Agency shall use its good faith efforts to: (i) provide all environment assessment and documentation necessary for the review and approval of the Activity; (ii) diligently process and cause any required zoning or rezoning to be performed by the City of Lynwood to legally accommodate the development of the Activity consistent with the terms of the DDA subject to the discretionary judgement of the City Council and Agency Board; and (iii} provide civil engineering andlor off-site analysis, costing and design work necessary for the development of the Activity. Moreover, during the Exclusive Negotiating Period and subj ect to the Owner Participation rules and requirements established for the H:word/redevelp/I morales/Gastel uml mpDuncan. ENA Page 2 of 10 ~ ,..~ Project Area, the Agency shall not negotiate, discuss or otherwise communicate with any person or entity, other than the Developer regarding a DDA or any other agreement for the development of the Activity and/or the acquisition of the Site. Throughout the Exclusive Negotiating Period, Agency staff shall be available to meet with the Developer to discuss the Activity, the Site P lan a nd architectural renderings, and any other issues pertinent to the preparation of a DDA pertaining to the development of the Activity. Section 3. Obligations of Developer. (a) Prior to the expiration of the Exclusive Negotiating Period, and to the extent construction financing will need to be obtained by the Developer from an institutional lender(s) for the acquisition of the Site and development of the Activity, the Developer shall provide the Agency with a Letter of Intent (in form and substance reasonably acceptable to the Agency) executed by the Developer, indicating to the Agency's reasonable satisfaction that such an institutional lender(s), approved by the Agency, has expressed interest in financing the acquisition, construction and development of the Activity by the Developer, as the case maybe. Such Letter of Intent shall also outline the financial terms pursuant to which it would consider loaning money to the Developer for the Activity. (b) Prior to the expiration of the Exclusive Negotiating Period, the Developer shall provide an equity commitment acceptable to the Agency in a manner specifically identifying the sources of all such equity financing to be used by Developer to finance the development of the Activity. In the event that the Activity is to be financed exclusively by equity financing, such equity commitment shall be in an amount sufficient to provide for the acquisition of the Site and the development of the Activity, as the case maybe. Moreover, such equity commitment may also be in the form of letters of intent from investors of adequate credit-worthiness setting forth their intent to invest the equity required for this Activity. (c) Prior to the expiration of the Exclusive Negotiating Period, the Developer shall provide to the Agency a projected cost proforma, and a projected table describing the sources and uses of funds and cash flow projections and distributions, concerning the Activity, and a narrative describing the fundamental economics of the Activity, all in form and substance acceptable to the Agency. (d) At or prior to 4:30 p.m. on or before the 60th day after the execution date of this Agreement, or if a holiday, on the first succeeding business day, the Developer shall deliver to the Agency a Site Plan and basic architectural renderings of the Activity. The Site Plan and basic architectural renderings shall include a well defined architectural concept for the Activity showing vehicular circulation and access points, amounts and location of parking, location and size of all buildings (including height and perimeter dimensions) pedestrian circulation, landscaping and architectural character of the Activity. However, notwithstanding submission by the Developer as set forth herein, no such Site Plan or architectural renderings shall be deemed final until final approval by the A gency, p ursuant t o a D DA, a nd b y t he C ity. I n n o e vent s hall t he A gency unreasonably withhold its approval of such Site Plan or architectural renderings. H:word/redevel p/Imorales/GastelumlmpDuncan.ENA Page 3 of 10 Section 4. Extension/Exclusive Negotiation Agreement. The Exclusive Negotiating period shall terminate on the date that is one hundred eighty (180) days after the date. This Agreement, notwithstanding that the day may fall on a Holiday. The exclusive negotiating period may be extended by the mutual consent of the parties only for up to two (2) additional periods of ninety (90) days each. The Agency's Executive Director may grant each such extension for and on behalf of the Agency in his sole and absolute discretion, unless otherwise directed by the Agency. Initials: Developer Agency If the Parties have mutually consented to an extension of the term of this Agreement as provided hereinabove, then the Parties shall, within such extended term, continue to negotiate in good faith a DDA with respect to the proposed development of the Activity. Section 5. Disposition and Development Agreement. The Parties hereby acknowledge and agree that, during the term of this Agreement, (as such term maybe extended pursuant to Section 4 above and subject to the applicable Owner Participation rules and regulations established for the Project Area), the Parties shall use their respective good faith efforts to negotiate and enter into a DDA which shall include (but not be limited to) the following: (i) the design of the Activity by the Developer, which design shall be subject to approval by the Agency and the City, (ii) the construction of the Activity by the Developer in accordance with final plans and specifications to be provided by the Developer and approved by the Agency and the City, pursuant to a detailed schedule of performance by the Developer, (iii) the operation and management of the Activity by the Developer in a good and professional manner, and subject to the covenants required by law; (iv) the maintenance of landscaping, buildings and improvements in good condition and satisfactory state of repair so as to be attractive to the residents and to the community, (v) the operation of the Activity by the Developer in compliance with all equal opportunity standards established by Federal, State and local law, (vi) the right of the Agency and the City to review the rent rolls of the Activity (to the extent applicable) and to inspect the Activity from time to time to assure compliance with the foregoing provisions, (vii) provision by the Developer to the Agency upon the Agency's request of concepts, schematics and the final plans and working drawings for the Activity and participation in presentations with respect thereto, (viii) provision by each contractor and/or subcontractor (as the case may require and as appropriate) performing work on the Activity of the requisite performance bond and labor and materials payment bond to assure completion of the Activity free of mechanics' liens, (ix) that the Activity shall be of the highest quality and standard, (x) the terms and conditions upon which Developer shall acquire the parcels, and (xi) the terms and conditions upon which either party may terminate the DDA (e.g., the discovery of environmental issues/hazardous substances on the Site, unexpected development or construction costs, inability to acquire the parcels). Section 6. Deposit: Termination: Concurrent with the execution of this Agreement by the Agency, the Developer shall submit to the Agency a good faith deposit (the "Deposit") in the amount that will be the cost to perform any and all related studies in connection with the project i.e. property H:word/redevelp/lmorales/Gastelu mlmpDuncan.ENA Page 4 of 10 appraisals, relocation studies, Fixture and Equipment appraisals, Phase I ESA, goodwill estimates, etc. The Deposit shall be in the form of cash or irrevocable letter of credit that is satisfactory to Agency Counsel. If the Deposit is paid in cash, the Agency shall deposit it in aninterest-bearing account and such interest, when received by the Agency, shall become part of the Deposit. If the Deposit is in the form of an irrevocable letter of credit, the Developer shall maintain such letter of credit in full force and effect for the entire Exclusive Negotiating Period hereunder with a provision to notify the Agency immediately upon suspension or impairment, and if necessary, the Developer shall extend the letter of credit to the extent this Agreement is extended. In the event the developer has not continued to negotiate diligently and in good faith, the Agency shall give written notice thereof to the Developer, who shall then have ten (10) business days to commence negotiating in good faith. Following the receipt of such notice and the failure of the Developer to thereafter commence negotiating in good faith within such ten (10) business days, this Agreement may be terminated by the Agency/Executive Director. In the event of such termination by the Agency, the Agency shall have the right to retain the Deposit (including any interest accrued thereon) to cover its legal expenses and incidental costs related to the carrying out of this Agreement and negotiating a DDA with the Developer, and neither party shall have any further rights against or liability to the other under this agreement. Developer shall have the right to appeal a termination to the Agency Board. In the event the Agency has not continued to negotiate diligently and in good faith the Developer shall give written notice thereof to the Agency which shall then have ten (10) business days to commence negotiating in good faith. Following the receipt of such notice and the failure of the Agency to thereafter commence negotiating in good faith within such ten (10) business days, this Agreement may be terminated by the Developer. In the event of such termination by the Developer, the Agency shall return the Deposit, and any interest earned thereon, if applicable, and neither party shall have any further rights against or liability to the other under this Agreement. Upon termination of this Agreement at the expiration of the Exclusive Negotiating Period (or such extension thereof) without a DDA being signed or submitted by the Developer, the Agency shall have the right to retain the Deposit (including any interest accrued thereon) to reimburse its legal expenses and incidental costs related to the carrying out of this Agreement and negotiating a DDA with the Developer, and neither party shall have any further rights against or liability to the other under this Agreement. If a DDA is signed and submitted by the Developer but is thereafter not approved by the Agency, then the Deposit with interest, shall be returned to the Developer, and neither party shall have any further rights against or liability to the other under this Agreement. If a DDA is timely signed and submitted by the Developer and is thereafter approved by the Agency, then the Deposit shall be applied toward any deposit required under the DDA. If a DDA has been executed by the parties, the DDA shall supercede this Agreement and thereafter govern the rights and obligations of the parties with respect to the development of the Site. Section 7. Schedule of Performance. It is the intention of the Agency and the Developer that the redevelopment of the Site be completed in a timely and an expeditious manner. H:wordlredevel p/lmorales/Gastelu m ImpDu ncan. ENA Page 5 of 10 Accordingly, the DDA shall provide in reasonable detail the tasks to be completed by the Parties in the development process and the projected date of completion for each such task. Section 8. Environmental. Execution of a DDA by the Agency shall be subject to compliance with the California Environmental Quality Act (California Public Resources Code § 2100 et se . as amended: "CEQA"). Since the Activity constitutes undertakings pursuant to and in furtherance of the Redevelopment Plan for the Project Area, Section 21090 of CEQA and Section 15180 of the State CEQA Guidelines (Title 14, California Code of Regulations § 15000 et seq.) apply to the Activity. However, the Agency will evaluate the proposed Activity in accordance with Section 15168 of the State CEQA Guidelines in order to determine if the Activity is within the scope of the previously certified program environmental impact report ("EIR") prepared in connection with the City's adoption of the Redevelopment Plan or if the Activity requires any additional CEQA documentation to be prepared for any of the reasons specified in Section 15162 of the State CEQA Guidelines. The Developer hereby agrees to provide all reasonable assistance to the Agency necessary for the Agency to carry out its obligations under CEQA but shall be under no obligation to incur any costs or expenses outside the scope of the Developer's proposed Activity under this Agreement. Any and all costs outside the scope of the obligations under this Agreement will be identified as costs to each party under an executed DDA between the Agency and the Developer. Section 9. Nondiscrimination. The Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, national origin, ancestry, handicap or sexual preference, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site in the formulation of the DDA or after its execution, nor shall the Developer establish or permit any such practice or practices of discrimination or segregation in the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub-lessees or vendees of the land. The DDA shall contain all applicable statutory covenants. Section 10. Owner Participation Requirements. This Agreement and the obligations of the Parties set forth in this Agreement, are subject to the applicable Owner-Participation rules and regulations established for the Proj ect Area and it shall be Developer's obligation to become familiar with such requirements. Section 11. Governing Law. This Agreement and the legal relations between the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of California. Hence, for any action by either party shall be in Los Angeles County Section 12. No Other Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subj ect matter hereof. There are no agreements or understandings between the parties and no representations by either party to the other as an inducement to enter into this Agreement, except as expressly set forth herein. Notwithstanding anything provided herein to the contrary, whether expressed or implied, the Agency shall have no obligation to enter into a DDA with the Developer and neither the Agency nor its officers, members, staff or agents have made any promises to the Developer other than to exclusively negotiate a DDA for the Site in good faith with the Developer during the Exclusive Negotiating Period, and no statements of the Agency or its H:wordlredevelp/Imorales/Gastel umlmpDuncan.ENA Page 6 of 10 officers, members, staff or agents as to future obligations shall be binding upon the Agency unless and until a DDA has been approved by the Agency and the City, and duly executed by the Executive Director of the Agency or his designee. Section 13. Assignment. This Agreement shall not be assigned by the Developer to any person or entity without the express written consent of the Agency; provided, however, that the Developer may assign the Agreement to a California business entity that is formed for the purpose of carrying out the Activity and for which the Developer is a member and the manager thereof. Any assignment does not release the Developer from any of its obligation hereunder. Section 14. Notices. Any notice which is required or which may given hereunder maybe delivered or mailed to the party to be notified, as follows: If to the Developer: Affiliated Jacobsen Family Holdings 1, LLC 4733 Westchester Drive Woodland Hills, CA 91364 Attention: Mr. Douglas Jacobsen (818) 340-1965 GSE 300 N. Lake Avenue Pasadena, CA 91101 Attention: Mr. Art M. Gastelum (626) 577-8520 With a copy to the Developer's Legal Counsel: Firm's Name Street Name Number City, CA 90000 Attention: ,Esq. If to the Agency: Lynwood Redevelopment Agency 11330 Bullis Road Lynwood, California 90262 Attention: Executive Director with a copy to the Agency's Legal Counsel: Agency Counsel Lynwood Redevelopment Agency 11330 Bullis Road Lynwood, CA 90262 H:word/redevel p!I moraleslGastel uml mpDu ncan.ENA Page 7 of 10 Section 15. Public Hearing. Any DDA that may be negotiated is subject to consideration and discretion at a public hearing or hearings by the Agency and or the City. Nothing in this Agreement shall commit or be construed as committing the Agency or the City to approve any DDA. Section 16. Counterparts. This Agreement maybe executed in counterparts, each of which when so executed shall be deemed an original, and all of which, together, shall constitute one and the same instrument. Section 17. Attorne. 's~Fees. In the event that either party hereto brings action or proceeding against the other party to enforce or interpret any of the conditions or provisions of this Agreement, the prevailing party shall be entitled to recover all reasonable attorney's fees and expenses and court costs associated with such action or proceeding Section 18. Effect of Agreement. Notwithstanding any other provision of this Agreement to the contrary, the Parties expressly acknowledge and agree as follows: (a) except for those matters expressly set forth in Section 2 above, none of the matters described in this Agreement as a purported commitment or obligation of the Agency with respect to the development of the Activity shall have any effect unless and only to the extent such matters are expressly set forth in a DDA or other subsequent written agreement duly authorized and approved by the Agency and the City; (b} the Agency and Developer shall promptly commence the good faith negotiation of a DDA upon execution of this Agreement; and (c) upon the execution of a DDA by the Parties, this Agreement shall be null and void and of no effect and shall be superseded by the terms and conditions of the DDA. Notwithstanding any other provision of this Agreement to the contrary, the Developer acknowledges and expressly agrees as follows: (a) that this Agreement does not obligate the Agency in any way to approve, in whole or in part, any of the matters described in this Agreement, including, (without limitation) matters pertaining to land use entitlements or approvals, permits, waivers or reduction of fees, development or financing of the Site or any other matters to be acted on by the Agency, as applicable; (b) that all such matters shall be considered and processed by the Agency in accordance with all otherwise applicable Agency and City requirements and procedures; and (c}that the Agency reserves all rights to approve, disapprove or approve with conditions all such matters in their sole discretion. Developer acknowledges that and all expenditures made by it are not recoverable by Developer in the event that a subsequent Agreement is not approved. The Developer further acknowledges and agrees that, during the negotiations, the Parties shall conduct such economic analyses and re-use studies as may be necessary to comply with the requirements of Section 33433 of the Redevelopment Law. IN WITNESS WHEREOF, the Agency and Developer have executed this Agreement in the City of Lynwood, Los Angeles County, California, on the date hereinabove first set out. H:word/redevelp/I morales/Gastel uml mpDu ncan.ENA Page 8 of 10 r w..,, "AGENCY" LYNWOOD REDEVELOPMENT AGENCY, a public body, corporate and politic By: APPROVED AS TO FORM: By: Agency Counsel "DEVELOPER" Lorry Hempe, Executive Director a Corporation By: H:word/redevelp/I morales/Gastel umlmpDuncan. ENA Douglas Jacobsen Its: By: Art M. Gastelum Its: Page 9 of 10