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HomeMy Public PortalAboutA2003-09-02LRA '~,~ LYNWOOD REDEVELOPMENT AGENCY .'U~6" ~~' 11330 BULLIS ROAD LYNWOOD, CALIFORNIA 90262-3845 (310) 603-0220 Fernando Pedroza, cFIAIRMAN Ramon Rodriguez, VICE CHAIRMAN Louis Byrd, MEMBER Arturo Reyes, MEMBER Paul Richards, MEMBER This Agenda contains a brief general descripfion of each ifem to be considered. Copies of the Staff reports or other written documentation relating fo each item of business referred to on the Agenda are on file in the Offrce of the City Clerk and are available for public inspection. A person who has a question concerning any of the agenda items may cal! the Cify Manager of (310) 603-0220, exf. 200. r ~ P~-~ AGENDA LYNWOOD REDEVELOPMENT AGENCY SEPTEMBER 2, 2003 REGULAR MEETING 6:00 P.M. R Ec ~ vE® CITYOF LYNWOQD CITYCLFRI~S ~~F)~E AUG 2 8 2003 = ~~ PM ~'>I$t9t~tut~tlt2t3t415t 6 ~~ `. Q~~ / ' s., ., LYNWOOD CITY HALL, 11330 BULLIS ROAD FERNANDO PEDROZA CHAIRMAN RAMON RODRIGUEZ VICE CHAIRMAN ARTURO REYES MEMBER EXECUTIVE DIRECTOR LORRY HEMPE LOUIS BYRD MEMBER PAUL H. RICHARDS, II MEMBER AGENCY COUNSEL JAMES CASSO OPENING CEREMONIES: A. Call Meeting to Order. B. Roll Call (BYRD-REYES-RICHARDS-RODRIGUEZ-PEDROZA) C. Certification of Agenda Posting by Secretary a. PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) PUBLIC ORAL COMMUNICATIONS ITEMS FOR CONSIDERATION 1. MINUTES OF PREVIOUS MEETING Special Meeting of July 28, 2003 Regular Meeting of August 5, 2003 Recess Meeting of August 5, 2003 2. RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF LYNWOOD, CALIFORNIA, ALLOWING AND APPROVING THE DEMANDS AND WARRANTS THEREFORE. PUBLIC HEARING 3. JOINT PUBLIC HEARING FOR CONSIDERATION OF A PROPOSED THIRD AMENDMENT TO THE AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT ("ARDDA") BETWEEN THE AGENCY AND 3100 E. IMPERIAL HIGHWAY, LLC, AND A SECOND AMENDMENT TO THE COMMERCIAL REHABILITATION LOAN AGREEMENT ("CRLA") BETWEEN THE AGENCY AND LTC DEVELOPMENT. Comments: To have the Lynwood Redevelopment Agency (the "Agency") and the Lynwood City Council (the "City") conduct a joint public hearing to consider the amendments to the DDA and Commercial Rehabilitation Loan Agreement in connection with the Plaza Mexico project. Recommendation: Staff respectfully requests that after consideration that the Agency and City adopt and approve the following resolutions: A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY APPROVING THE THIRD AMENDMENT TO THE AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND 3100 E. IMPERIAL HIGHWAY, LLC AND THE SECOND AMENDMENT TO THE COMMERCIAL REHABILITATION LOAN AGREEMENT BETWEEN THE AGENCY AND LTC DEVELOPMENT. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE THIRD AMENDMENT TO THE AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND 3100 E. IMPERIAL HIGHWAY, LLC AND THE SECOND AMENDMENT TO THE COMMERCIAL REHABILITATION LOAN AGREEMENT BETWEEN THE AGENCY AND LTC DEVELOPMENT. 4. JOINT PUBLIC HEARING FOR CONSIDERATION OF A DISPOSITION AND DEVELOPMENT AGREEMENT. Comments: To have the Agency and City Council conduct a joint public hearing to consider a Disposition and Development Agreement between the Agency and Hermilio Franco for the development of up to thirty (30) single-family Homes on Agency-owned property located along Fernwood Avenue between Atlantic Avenue and Bullis Road. Recommendation: Staff respectfully requests that after consideration the Agency and City close the public hearing and adopt the resolutions approving the Disposition and Development Agreement between the Agency and Hermilio Franco. 5. JOINT PUBLIC HEARING FOR CONSIDERATION OF A DISPOSITION AND DEVELOPMENT AGREEMENT. Comments: To have the Agency and City Council conduct a joint public hearing to consider a Disposition and Development Agreement between the Agency and Ray Patel for the development of up to eight (8) single-family Homes on City-owned property located on the north side of Redwood Avenue east of State Street. Recommendation: Staff respectfully requests that after consideration that the Agency and the City close the public hearing and adopt the resolutions approving the Disposition and Development Agreement between the Agency and Ray Patel. REGULAR ITEMS 6. INVESTMENT POLICY: LYNWOOD REDEVELOPMENT AGENCY Comment: The Statement of Investment Policy has been prepared to establish guidelines for the prudent investment of the City of Lynwood's idle cash. Recommendation: The City Treasurer respectfully recommends that the Lynwood Redevelopment Agency receive and file the attached Quarterly Investment Report. INFORMATION ITEM -[~L~7:I CLOSED SESSION 6. WITH RESPECT TO EVERY ITEM OF BUSINESS TO BE DISCUSSED IN CLOSED SESSION PURSUANT TO SECTION 54956.8. CONFERENCE WITH REAL PROPERTY NEGOTIATORS. Property: Parcel No. 6169-012-016 Agency Negotiator: Agency, Agency staff, Agency Counsel Negotiating Parties: Agency and American Remedial Technologies Under Negotiation: Price and terms ADJOURNMENT THE NEXT REGULAR MEETING WILL BE HELD ON SEPTEMBER 16, 2003 AT 6:00 P.M. IN THE COUNCIL CHAMBERS OF CITY HALL, 11330 BULLIS ROAD, LYNWOOD, CALIFORNIA. 4 LYNWOOD REDEVELOPMENT AGENCY SPE~~AL MEETING JULY 28, 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. Agency Counsel James Casso suggested taking Public Oral Communications first, and then recess L.R.A Closed Session Items with Lynwood City Council. PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) NONE PUBLIC ORAL COMMUNICATIONS NONE Members recessed at 10:22 a.m. It was moved by Member Byrd, seconded by Member Richards and carried to recess to City Council REGULAR ITEM NONE Members reconvened at 2:25 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: AGENDA ITEM Item #1: CLOSED SESSION ITEMS CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: North west corner Atlantic/Carlin Assessor Parcel No. 6186-012-005,006,023,024, 027,032,033, 034,037,038, and 6186-011-083 Agency Negotiator: Agency, Agency Staff and Agency Counsel Negotiating Parties: Lohr-Schmidt, Lozano, Flores & Golriz Under Negotiation: Price and terms Item #2: 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 Item #3: CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: Casa Grande Development (Alameda Triangle) Assessor Parcel No. 6169-001-002,008 and Caltrans property Agency Negotiator: Agency, Agency Staff and Agency Counsel Negotiating Parties: Agency and Casa Grande Development Under Negotiating: Price and terms Item #4: CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: Area under I-105 Freeway at and around Alameda Avenue, Philadelphia Gear Lane and Imperial Highway Agency Negotiator: Agency, Agency Staff and Agency Counsel Negotiating Parties: Agency &Caltrans Under Negotiating: Price and terms It was moved by Member Byrd, seconded by Chairman Pedroza and carried to recess to Closed Session at 2:26 p.m. Members reconvened at 4:23 p.m. Agency Counsel Casso stated Members met on the aforementioned matters and stated on: Item #1: Item #2: CLOSED SESSION ITEMS CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: North west corner Atlantic/Carlin Assessor Parcel No. 6186-012-005,006,023,024, 027,032,033, 034,037,038, and 6186-011-083 Agency Negotiator: Agency, Agency Staff and Agency Counsel Negotiating Parties: Lohr-Schmidt, Lozano, Flores & Golriz Under Negotiation: Price and terms 5-0 Vote -Council gave direction to staff with regards to further negotiations. 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 Council authorize the Mayor to execute an MOU which was approved by City Council and requested City Council take a vote again in open session with regards an MOU with the Lynwood Unified School District. ROLL CALL: AYES: MEMBERS BYRD, REYES, RICHARDS, RODRIGUEZ, AND PEDROZA NOES: NONE ABSENT: NONE ABSTAIN: NONE Item #3: CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: Casa Grande Development (Alameda Triangle) Assessor Parcel No. 6169-001-002,008 and Caltrans property Agency Negotiator: Agency, Agency Staff and Agency Counsel Negotiating Parties: Agency and Casa Grande Development Under Negotiating: Price and terms 5-0 Vote -Council gave direction to staff with regards to further negotiations with Caltrans. Item #4: CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: Area under I-105 Freeway at and around Alameda Avenue, Philadelphia Gear Lane and Imperial Highway Agency Negotiator: Agency, Agency Staff and Agency Counsel Negotiating Parties: Agency & Caltrans Under Negotiating: Price and terms 5-0 Vote -Council gave direction to staff. ADJOURNMENT Having no further discussion, it was moved by Vice Chairman Rodriguez, seconded by Member Reyes and carried to adjourn the Special Council Meeting at 4:25 p.m. Fernando Pedroza, Chairman Andrea L. Hooper, Secretary LYNWOOD REDEVELOPMENT AGENCY REGULAR MEETING AUGUST 5, 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 6:30 p.m. Chairman Pedroza presiding. Members Byrd, Reyes, Richards, Rodriguez and Pedroza answered 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 ADJOURNMENT Having no further discussion, it was moved by Vice Chairman Rodriguez, seconded by Member Byrd and carried to recess the Regular Council Meeting at 6:31 p.m. for the National Night Out Program and continue the meeting to August 6, 2003 at 10:00 a.m. Fernando Pedroza, Chairman Andrea L. Hooper, Secretary LYNWOOD REDEVELOPMENT AGENCY SPECIAL MEETING AUGUST 6, 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 11:10 a.m. Chairman Pedroza presiding. Members Byrd, Reyes, Richards, Rodriguez and Pedroza answered 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 ITEMS FOR CONSIDERATION Item #1: MINUTES OF PREVIOUS MEETING It was moved by Member Richards, second by Member Byrd to approve the following minutes. • Regular Meeting, June 17, 2003 ROLL CALL: AYES: MEMBER BYRD, REYES, RICHARDS, RODRIGUEZ, PEDROZA NOES: NONE ABSTAIN: NONE ABSENT: NONE Item #2: WARRANT REGISTER It was moved by Member Byrd, second by Member Richards to adopt the following Resolution. RESOLUTION N0.2003.029 ENTITLED: A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY OF THE CITY OF LYNWOOD, CALIFORNIA, ALLOWING AND APPROVING THE DEMANDS AND WARRANTS THEREFORE. ROLL CALL: AYES: MEMBER BYRD, REYES, RICHARDS, RODRIGUEZ, PEDROZA NOES: NONE ABSTAIN: NONE ABSENT: NONE REGULAR ITEMS Item #3: TREASURERS QUARTERLY INVESTMENT REPORT The purpose of this item is to have the Lynwood Redevelopment Agency review the Treasurers Quarterly Investment Report as required by recently enacted State Statues. It was moved by Member Richards, second by Vice Chairman Rodriguez and carried to receive and file the attached quarterly Investment Report for the quarter ending March 31, 2003. ROLL CALL: AYES: MEMBER BYRD, REYES, RICHARDS, RODRIGUEZ, PEDROZA NOES: NONE ABSTAIN: NONE ABSENT: NONE Item #4: EXCLUSIVE NEGOTIATING AGREEMENT (CASA GRANDE DEVELOPMENT) To have the Agency consider an Exclusive Negotiating Agreement (ENA) with Casa Grande Development (the Developer) fort he development of up to 120 Single-Family detached homes at the Alameda/Imperial Triangle bounded by Fernwood, Alameda and Imperial Highway. It was moved by Member Richards, second by Member Byrd to approve the attached ENA with Casa Grande Agreement. ROLL CALL: AYES: MEMBER BYRD, REYES, RICHARDS, RODRIGUEZ, PEDROZA NOES: NONE ABSTAIN: NONE ABSENT: NONE Item #5: DEVELOPMENT CONCEPT Director of Redevelopment Louis Morales -Stated that the Agency review the modified development concept proposed by Hermilio Franco (the Developer) for the development of up to 35 Single-Family detached homes on Agency owned property located on the South side of Fernwood Avenue between Atlantic Avenue and Bullis Road. It was moved by Member Richards, second by Member Byrd to approve the Development Concept but to Reserve Five (5) lots for open space and work with Community Access Housing for twenty five (25) homes and five (5) lots for open space. ROLL CALL: AYES: MEMBER BYRD, REYES, RICHARDS, RODRIGUEZ, PEDROZA NOES: NONE ABSTAIN: NONE ABSENT: NONE Item #6: DEVELOPMENT CONCEPT Director of Redevelopment Louis Morales -Stated that the Agency review and consider the development concept submitted by British Petroleum for the Development of an ARCO Service Station, an AM/PM Mini Market with a car wash, and adrive-thru fast food restaurant at the South West quadrant of the I-105 Freeway and Long Beach Boulevard. It was moved by Member Richards, second by Vice Chairman Rodriguez and carried to approve the concept submitted by H&S for the development of an ARCO AM/PM and direct staff to initiate the Owner Participation process and bring back an ENA for Agency consideration. ROLL CALL: AYES: MEMBER BYRD, REYES, RICHARDS, RODRIGUEZ, PEDROZA NOES: NONE ABSTAIN: NONE ABSENT: NONE CLOSED SESSION Agency Counsel Casso stated with respect to every item of business to be discussed in Joint Close Session pursuant to Section 54956.8: Item #7: Conference with Real Property Negotiators Property: 3100 E. Imperial Highway Item #8: Conference with Real Property Negotiators Property: 3000 Imperial Highway (K&K Site) Item #9: Conference with Real Property Negotiators Property: Parcel No. 6169-012-016 It was moved by moved by Member Reyes, second by Vice Chairman Rodriguez and carried to recess to Joint Close Session at 2:00 p.m. Members reconvened at 4:30 p.m. Agency Counsel Casso stated the Members met on the aforementioned matters and stated on: Item #7: Property: 3100 E. Imperial Highway - No reportable action Item #8: Property: 3000 Imperial Highway (K&K Site) - No reportable action Item #9: Property: Parcel No. 6169-012-0 l 6 - No reportable action ADJOURNMENT Having no further discussion, it was moved by Member Richards, seconded by Chairman Pedroza and carried to adjourn the Special Meeting at 4:40 p.m. Fernando Pedroza, Chairman Andrea L. Hooper, Secretary : i ~~ ~ ~ ~, RESOLUTION NO. LRA ` W 3 4 I° _._ _.._.._ _ _ - - - - _ H s 6 ,~ !, ', A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF LYNWOOD Q,' e ~ - - _ _ LYNWOOD, CALIFORNIA AtL[fWING AND A?PRf1ViNG THE DEMANDS- AND CJRflERING ______ _ _ _ _ ~_ _ _ __ _ _-_ s I WARRANTS THEREFOR W w ~~ . i ~ IU , z 13 ~~ 1z The Redevelopment Agency of the City of Lynwood does hereby revolve as follows: +4 Is 13 14 Section 1. That the demands presented, having been regularly audited, are hereby allowed and Is t] le 1° approved, and that warrants ordered drawn th erefor 6y the Agency Treasure to the payee and in the ~ amounts indicated. - 19 zo 1F WARRANT#/DATE _-------- PAYEE ----_.----------------------- ~ DESC AMOUNT -- --._-._-~_.--....------------------_ ____--___------ _-- AREA A _____-_--- -_--.~.. ALAMEDA ~.~-....~.~-... 21 z2 23 '~ I H :o -.. _. __...___.__ ._._._ 6414 09-02-03 -____-.-. -.-_ _-__. __... _.. PATRICIA SHIELDS -- - _._ ._ _- _--_-.__ _- __..-. _____. - _. -___.-.. -_. _. DAYCARE DEV SVGS 2, 500. 00 ___ _____--~- _... 2. 500. p0 ... _.... .._...__.-__ .___ 0. 00 24 ze I: ~ 6415 09-0~-A3 ICSC SPRIN6_CONVENTION AQOTH RENTAL 500. 00 250. 00 250. 00 2] 2 zz 23 24 - . __-._ ___ -_....._..___ .._......~ ## TOTAL 3, 000. 00 c._._~._------- --- _... _____ . _._........_ _.___._...___. ..... _. _ .. ........... .__.._.._ _. -... _... ...... _. _ . 2, 750. 00 ---------~ .-__ _ 250. Ob __- .- __- za 30 31 3 20 26 27 ~ Section ~: That-the Agency Secretary shall certify to the adoption of the resolution and shall 3 35 381 __._~ i~AEb;-~4PFR6tt€H"~NT~'~bHP`ED-fiPt€_._.--_~..__.___--~~y--pf_ __--.~.----------- --.._...,._.2003_.__. __ ... _-- - -_. ----..~~c~~-. .....__........~._.-...__-------------- .~.~._ -__----------- 3] 38 ANDREA L. HOOPER FERNANDO PEDROZA BEGRf-FARY-------------------- ----- -------LfiAIRMAIV;-C~fi1~~o`d"-R"edeveTopment ~ency DATE: SEPTEMBER 2, 2003 TO: HONORABLE CHAIRMAN AND MEMBERS OF THE AGENCY HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Lorry Hempe, Executive Director By: Louis Morales, Deputy Executive Director SUBJECT: JOINT PUBLIC HEARING FOR CONSIDERATION OF A PROPOSED THIRD AMENDMENT TO THE AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT ("ARDDA") B ETWEEN T HE AGENCY AND 3100E .IMPERIAL HIGHWAY, LLC. AND A SECOND AMENDMENT TO THE COMMERCIAL REHABILITATION LOAN AGREEMENT ("CRLA") BETWEEN THE AGENCY AND LTC DEVELOPMENT. Purpose: To have the Lynwood Redevelopment Agency (the "Agency") the Lynwood City Council (the "City") conduct a joint public hearing to consider the amendments to the DDA and Commercial Rehabilitation Loan Agreement in connection with the Plaza Mexico project. Facts: 1. The original DDA and environmental findings were approved at a joint public hearing on November 2, 1999. 2. The DDA was amended in the form of an ARDDA and was subsequently amended via a First Amendment, Second Amendment, and now for consideration a Third Amendment to the ARDDA. 3. The proposed development under the DDA and the ARDDA and its respective amendments thereafter will remain the same and are consistent with the redevelopment goals of the Agency and Redevelopment Project Area "A'. 4. A d raft Third A mendment t o A RDDA a nd Second A mendment t o C RLA have been prepared and are attached for Agency and City review and consideration. AGENDA I T~~~Z i Third Amendment to the ARDDA Summary: The purpose of the proposed Third Amendment to the ARDDA is to effectuate the Redevelopment Plan for the Redevelopment Project Area "A" and to dispose of Agency parcels that were not previous contemplated for disposition when the DDA and subsequent amendments were approved. Additionally, given the design and m odified configuration t hat the project h as undertaken the Agency will be considering accepting other features and upgrades in-lieu of installing permanent amusement rides as was originally provided for in the DDA. The Third Amendment to the ARDDA will also provide a n ew project completion d ate of December 31, 2004. Under the Third Amendment to ARDDA the Agency will convey Agency-owned property to the Developer to be used for parking. The Agency parcels are under- utilized parcels, which have been owned by the Agency for over fifteen years (See attached Assessor's map). Agency ownership of these properties has meant that the parcels have been tax exempt and have not been producing tax increment to the Agency. The Agency, through the proposed Third Amendment to the ARDDA has the opportunity put such parcels back in to circulation under private ownership and begin collecting much needed increment while providing the necessary parking for the project. The parcels are approximately 14,126 sq. ft. and have a value of $113,000. In the addition, and under the original DDA, the Agency-owned former City-Yard was to be conveyed to the Developer at a cost of $300,000. The Agency had an obligation to spend up to $7.55 million for property acquisition, which included the Agency-owned City Yard. A balance of $225,117 remains of the $7.55 million obligation which be applied towards the $300,000 acquisition of the City Yard leaving a shortfall of $74,883. Since the properties are needed for the project and will not be a out of pocket expense to the Agency upon conveyance, the Agency's participation will increase from $7.55 million to $7.74 million. Summary of Second Amendment to the CRIA. The Second Amendment to the CRLA essentially provides that $2 Million may, in addition to rehabilitation, also be used for new construction. The proposed amendment also provides a new completion date of December 31, 2003, which will coincide with the completion date of the improvements under the Third Amendment to the ARDDA. The $2 million will still be secured with a 2"d trust deed which subordinate to a 1St trust deed. The Developer will have to complete all the improvements to the Towne Center and be issued a Certificate of Completion before the 2"d trust deed is conveyed to the Developer. The Second Amendment to the CRlr4 also provides for assignment provided that the assigned entity meet the provision established by the DDA and any and all amendments. Recommendation: Staff respectfully requests that after consideration that the Agency and City adopt and approve the following resolutions: A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY APPROVING THE THIRD AMENDMENT TO THE AMENDED AND RESTATED DISPOSITOIN AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND 3100 E. IMPERIAL HIGWAY, LLC AND THE SECOND AMENDMENT TO THE COMMERCIAL REHABILITATION LOAN AGREEMENT BETWEEN THE AGENCY AND LTC DEVELOPMENT. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE THIRD AMENDMENT TO THE AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND 3100 E. IMPERIAL HIGHWAY, LLC AND THE SECOND AMENDMENT TO THE COMMERCIAL REHABILITATION LOAN AGREEMENT BETWEEN THE AGENCY AND LTC DEVELOPMENT. z 9 ~ g , . ... j~a~or~s 1609/9 NSANBORN ~ s------------------=------ / - ~~9,~ ~ ~ o ~ 7: o3 z.i FE•~' SAN80RN (VAC.) -/ -- AVE. c ~ a ° C s/os,B'80d:i3oez Sp - csa7rss~S- sa - ep SU 77.56 /02. 5 y.9 \ Bso71 y/of.8s ~. ~9 _ 5 / I8.7B 29.05 ' ~ 20 BjOZ090a6 - Si b 0 •n ~ \ rr^^ ~ ill ~ 5 ~ m r ` 8 706/108 00 /o0/ v/ ~ 9pl q O b 6 ~ O~~ hal' D~ ~ ~ 2$ ~ s N BBOCZB0300/OZC 6 / ACT NO 255f ~ O o m 4^ ~ ~ p"" ~ m ~` °~ 449 448 447 446 ~ 445 ~ 444 ` X42 a6 ~°"// ~ 4/4 Z ~a\° h ~ w ~ ^ Nh y° B / 6 i ` `D y m ,`', is / ~^ ~° ' ~^9y so ''k/ta . ""' y 4/S f i5.7 46 441 ° ''~ / `'~ ~ M1 ^6 ~S o ° ~ b v~ / . 6 4 9^ _' is ~~2 / 6 _ ~~ °09 ~ z ~ ,ti s2 l T ~~ ~~ ~ ,~•° ~ e 42i Q ise ~ ~ 4 +' J~ - 4p ~ s~ R3S S./40l.• ~2 C• ' P ~ b ~ ~ -~ 907 ~• 423 GULF 453 \ ~6 g~S a° 9~ • ~ ~r~+ ~ R2~ : 2s 2s q~e RO ~. ,° ~3s?s ^ 434 ~! Q~ a pr ~~ ~S, a RS r p ~ _~3r; 18.6 / G a ' , 1 /v ~9 ° s,~ A , t gs.lc O _ ~. ~, ;. x CODE sQe 4p, a ~~ ~~• \~ r All 900 series parcels on this page are ~ ~ W ~"~ assessed to Lynwood RedevelopRentAgency, _60E9 ~ 3~0* a' x ~ •ye~ 6075 unless otherwise noted. .6075 6p ~ 5 v~('` °; 6:081 ~S 4 GQ 09 14. o O so89 q VF po _ ~ , =, FOR PREY, ASSMT. SEE; 455-4 -~ - ~ ~ ~ ~ ~~ ~ ASSESSOR'S 11AP I 33433 SUMMARY REPORT PURSUANT TO SECTION 33433 OF THE CALIFORNIA HEALTH AND SAFETY CODE FOR THE CONVEYANCE OF REAL PROPERTY TO 3100 E. IMPERIAL HIGHWAY, A CALIFORNIA LIMITED LIABILITY COMPANY. LYNWOOD, CALIFORNIA The Lynwood Redevelopment Agency (Agency) proposes to convey for redevelopment purposes certain real property in the Lynwood Redevelopment Project Area A (the "Site"), pursuant to the California Community Redevelopment Law. The property is owned by the Lynwood Redevelopment Agency (the "Agency") and is proposed to be conveyed to the Developer and is commonly referred to as 6171-006- 902,907, and 909 (the "Property"). The Property is proposed to be transferred to 3100 E. Imperial Highway, LLC (the "Developer") and will be used as parking by the Developer in connection with the development of proposed project. The proposed Agreement calls for the Agency to dispose of the Site, subject to certain terms contained in the proposed Third Amendment to the Amended and Restated Disposition and Development Agreement. The Agency's costs to implement the proposed Agreement include the cost of staff time and value of the parcels. The Agency is being asked to convey the property to the Developer in-lieu of payment. The estimated cost of the Site to the Agency is: Real Property Value $113,000 Difference of Value City Yard $ 74,883 Staff and Attorney time $1,200 TOTAL $189,083 RESOLUTION NO. A RESOLUTION OF CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE PROPOSED THIRD AMENDMENT TO THE AMENDED AND RESTATED DISPOSITION DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND 3100 E. IMPERIAL HIGHWAY, LLC AND THE SECOND AMENDMENT TO THE COMMERCIAL REHABILITATION LOAN AGREEMENT BETWEEN THE AGENCY AND LTC DEVELOPMENT WHEREAS, the Redevelopment Plan for Lynwood Project Area "A" ("Redevelopment Plan"), was duly approved and adopted on July 3, 1973 by Ordinance No. 945 and subsequently amended on December 27, 1973 by Ordinance No. 960, on August 19, 1975 by Ordinance No. 990, on June 1, 1976 by Ordinance No. 1000, on December 7, 1976 by Ordinance No. 1010, on December 16, 1980 by Ordinance No. 1111, July 19, 1988 by Ordinance No. 88-1308, and on March 20, 2001 by Ordinance No. 1504; and WHEREAS, the Lynwood Redevelopment Agency ("Agency") is engaged in activities necessary to execute and implement the Redevelopment Plan for Redevelopment Project Area "A" ("Redevelopment Project") in the City of Lynwood and in order to do so the Agency proposes to approve a Third Amendment to the Amended and Restated Disposition and Development Agreement ("ARDDA") and Second Amendment to the Commercial Rehabilitation Loan Agreement ("CRLA"), collectively referred hereafter as the Amendments, which provides for conveyance of Agency property for the continued development of a retail center; and WHEREAS, the Agency desires to consider the disposition of the Agency property in connection with the development of the Site by the Developer; and WHEREAS, the proposed Amendments contain all the provisions, terms, conditions and obligations required by state and local law; and WHEREAS, the Developer possesses the qualifications and parcels necessary to insure development of the Site proposed in accordance with the purposes and objectives of the Redevelopment Plan; and WHEREAS, the Agency and City Council of the City of Lynwood have held a duly noticed joint public hearing on the proposed Amendments and related agreements; WHEREAS, the Agency and the City Council have duly considered the proposed Amendments and believe that development pursuant thereto is in the best interest of the H:WORD/REDEVELP/LMORALES/PlazaMex3rdAmndDDACCRESO City of Lynwood and in furtherance of the goals and objectives of the Lynwood Redevelopment Agency to reduce blight in the Project Area; NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Lynwood and the Lynwood Redevelopment Agency as follows: Section 1. The Agency and City Council hereby find and determine that the development of the Site pursuant to the Amendments are in the best interest of the City of Lynwood and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law. Section 2. The Agency and City Council hereby find and determine that the development of the Site pursuant to the proposed Amendments are necessary to effectuate the purpose of the Redevelopment Plan for the Redevelopment Project. Section 3. The Agency and the City Council hereby find and determine that the development of the Site pursuant to the proposed Amendments will be consistent with the development permitted at that location by Lynwood's Zoning Ordinance. Section 4. The Agency has held a joint public hearing with the City Council and has received, heard and considered all oral and written objections to the proposed Amendments and to the actions connected therewith, and hereby overrules all such oral and written objections. Section 5. The Executive Director of the Agency is hereby authorized to execute the Amendments. Section 6. The Executive Director of the Agency, or his designee, is hereby authorized, on behalf of the Agency and the City, to sign all documents necessary and appropriate to carry out and implement the Amendments, and to administer and implement the Agency's obligations, responsibilities and duties to be performed under the Amendments. APPROVED AND ADOPTED this 2nd day of September, 2002. FERNANDO PREDROZA, MAYOR ATTEST: H: W ORD/RED EV ELP/LMORALES/PlazaMex3rdAmndDDACCRESO Andrea L. Hooper, City Clerk APPROVED AS TO FORM: James Casso City Attorney Lorry Hempe, City Manager APPROVED AS TO CONTENT: Louis Morales, Director Redevelopment Department H:WORD/REDEVELP/LMORALES/PlazaMex3rdAmndDDACCRESO RESOLUTION NO. A RESOLUTION OF LYNWOOD REDEVELOPMENT AGENCY APPROVING THE PROPOSED THIRD AMENDMENT TO THE AMENDED AND RESTATED DISPOSITION DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND 3100 E. IMPERIAL HIGHWAY, LLC AND THE SECOND AMENDMENT TO THE COMMERCIAL REHABILITATION LOAN AGREEMENT BETWEEN THE AGENCY AND LTC DEVELOPMENT WHEREAS, the Redevelopment Plan for Lynwood Project Area "A" ("Redevelopment Plan"), was duly approved and adopted on July 3, 1973 by Ordinance No. 945 and subsequently amended on December 27, 1973 by Ordinance No. 960, on August 19, 1975 by Ordinance No. 990, on June 1, 1976 by Ordinance No. 1000, on December 7, 1976 by Ordinance No. 1010, on December 16, 1980 by Ordinance No. 1111, July 19, 1988 by Ordinance No. 88-1308, and on March 20, 2001 by Ordinance No. 1504; and WHEREAS, the Lynwood Redevelopment Agency ("Agency") is engaged in activities necessary to execute and implement the Redevelopment Plan for Redevelopment Project Area "A" ("Redevelopment Project") in the City of Lynwood and in order to do so the Agency proposes to approve a Third Amendment to the Amended and Restated Disposition and Development Agreement ("ARDDA") and Second Amendment to the Commercial Rehabilitation Loan Agreement ("CRLA"), collectively referred hereafter as the Amendments, which provides for conveyance of Agency property for the continued development of a retail center; and WHEREAS, the Agency desires to consider the disposition of the Agency property in connection with the development of the Site by the Developer; and WHEREAS, the proposed Amendments contain all the provisions, terms, conditions and obligations required by state and local law; and WHEREAS, the Developer possesses the qualifications and parcels necessary to insure development of the Site proposed in accordance with the purposes and objectives of the Redevelopment Plan; and WHEREAS, the Agency and City Council of the City of Lynwood have held a duly noticed joint public hearing on the proposed Amendments and related agreements; WHEREAS, the Agency and the City Council have duly considered the proposed Amendments and believe that development pursuant thereto is in the best interest of the H: W ORD/REDEVELP/LMORALES/Plaza Mex3rdAmnd DDALRARESO City of Lynwood and in furtherance of the goals and objectives of the Lynwood Redevelopment Agency to reduce blight in the Project Area; NOW, THEREFORE, IT IS RESOLVED by the Lynwood Redevelopment Agency and City Council of the City of Lynwood as follows: Section 1. The Agency and City Council hereby find and determine that the development of the Site pursuant to the Amendments are in the best interest of the City of Lynwood and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law. Section 2. The Agency and City Council hereby find and determine that the development of the Site pursuant to the proposed Amendments are necessary to effectuate the purpose of the Redevelopment Plan for the Redevelopment Project. Section 3. The Agency and the City Council hereby find and determine that the development of the Site pursuant to the proposed Amendments will be consistent with the development permitted at that location by Lynwood's Zoning Ordinance. Section 4. The Agency has held a joint public hearing with the City Council and has received, heard and considered all oral and written objections to the proposed Amendments and to the actions connected therewith, and hereby overnales all such oral and written objections. Section 5. The Executive Director of the Agency is hereby authorized to execute the Amendments. Section 6. The Executive Director of the Agency, or his designee, is hereby authorized, on behalf of the Agency and the City, to sign all documents necessary and appropriate to carry out and implement the Amendments, and to administer and implement the Agency's obligations, responsibilities and duties to be performed under the Amendments. APPROVED AND ADOPTED this 2nd day of September, 2002. FERNANDO PREDROZA, CHAIRMAN ATTEST: H:WORD/RE DEVE LP/LMORALES/PlazaMex3rdAm nd DDALRARESO Andrea L. Hooper, Secretary APPROVED AS TO FORM: James Casso Agency Counsel Lorry Hempe, Executive Director APPROVED AS TO CONTENT: Louis Morales, Deputy Executive Director H: W ORDlRE D EVELPlLMORALES/Plaza Mex3rdAm nd DDALRARESO ---, THIRD AMENDMENT TO THE AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT (3100 E. Imperial Hwy., LLC) THIS THIRD AMENDMENT TO THE AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT (this "Third Amendment") is entered into by and between the LYNWOOD REDEVELOPMENT- AGENCY, a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California (California Health and Safety Code Sections 33000, et seq.) (the "Agency") and 3100 E. IMPERIAL HWY., LLC, a California limited liability company (the "Developer"), with reference to the following: A. The Agency continues to implement the Redevelopment Plan for the Lynwood Redevelopment Project Area A (the "Project Area"), which was approved and adopted on July 3, 1973 by Ordinance No. 945 by the City Council of the City of Lynwood (the "City"); subsequently amended on December 27, 1973 by Ordinance No. 960; on August 1 9, 1 975 b y 0 rdinance N o. 9 90; o n J une 1, 1 976 b y 0 rdinance N o 1000; on December 7, 1976 by Ordinance No. 1010; on December 16, 1980 by Ordinance No. 111; and on July 19, 1988 by Ordinance No. 88-1308 (collectively the "Redevelopment Plan"). Said Ordinance and the Redevelopment Plan are incorporated herein by reference and made a part hereof as though set forth in full. B. The Agency and the Developer entered into a Disposition and Development Agreement on or about December 22, 1999 (the "Original DDA"). On October 18, 2000, the Agency and the Developer entered into an Amended and Restated Disposition and Development Agreement (the "Amended and Restated DDA"), which superseded the Original DDA. On July 24, 2002, the Agency and the Developer entered into a First Amendment to Amended and Restated Disposition and Development Agreement (the "First Amendment"}. On , 2003, the Agency and the Developer entered into a Second Amendment to Amended and Restated Disposition and Development Agreement (the "Second Amendment"), (the Amended and Restated DDA, the First Amendment and the Second Amendment are collectively referred to as the "DDA"). C. Pursuant to the DDA, the Agency provided monies to the Developer for the purpose of acquisition and construction of the Project, as defined in the DDA, in exchange for, among other things, the rehabilitation and improvement of certain buildings, and the provision of specified project enhancements. D. Developer now desires to acquire Agency owned property for the construction of parking and circulation improvements, to provide substitute enhancements and to extend the completion date of the Project to December 31, 2004. ThirdAmToARDDASN8-26-03.doc 1 E. The Agency is prepared to transfer to Developer Agency owned real property consisting of the parcels described in Exhibit "A" attached hereto (the "Agency Parcels", and the parcel described in Exhibit "B" attached hereto (the "City Yard Parcel"). F. The Agency and the Developer wish to clarify and modify their respective rights and obligations under the DDA as set forth in this Third Amendment. NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, the Agency and the Developer agree the DDA is amended to include the following: Agency Fund Balance. Pursuant to the DDA Agency is obligated to expend $7.55 million for the purchase of p roperty a nd related relocation. The balance of Agency funds currently available for this purpose is $328,617. From that amount Agency will pay relocation costs of $103,500 to or on behalf of Instant Whip for the relocation of that business. This leaves a remaining balance of $225,117 (hereinafter "Agency Fund Balance"). The Agency a nd D eveloper a gree t hat t he A gency F and B alance s hall b e a pplied a s s et forth in this Third Amendment. The Agency acknowledges that all relocation obligations arising out of or in connection with the DDA (except the $103,500 payment to Instant Whip to be made by the Agency) have been satisfied. 2. Purchase and Sale of Agency Properties The Agency agrees to sell to the Developer, and the Developer agrees to purchase from the Agency, the Agency Parcels (Exhibit "A") and the City Yard Property (Exhibit "B"). Developer shall accept such transfer of the property from Agency, and shall pay to Agency as consideration for such transfers, an aggregate purchase price of $225,117 for the Agency Parcels and the City Y and P roperty (the " Purchase P rice"). Upon the conveyance to Developer or Developer's nominee of fee simple title to the Agency Parcels and the City Yard Property, the Agency Fund Balance shall be applied to pay the Purchase Price in full. Developer shall have no obligation to pay any amount to the Agency or any third party in connection with the conveyance of the Agency Parcels and the City Yard Property. The Agency shall convey fee simple title to the Agency Parcels and the City Yard Property to Developer or Developer's nominee within five (5) days after the Agency's approval of this Third Amendment. Developer shall have the right to designate LTC Development Corp., a California corporation as the grantee of all or a portion of the Agency Parcels and/or the City Yard Property. ThirdAmToARDDASN8-26-03.doc 2 5. Project Enhancements. Agency will accept the water element feature as more specifically shown on Exhibit "C" attached hereto and the facade improvements developed as a replica of the State of Jalisco Capital Building, as more specifically shown on Exhibit "D" in place of the amusement rides required in the DDA. 6. Completion Date. The completion date for the Project, including this Third Amendment, is extended to December 31, 2004. 7. Attorneys Fees Developer shall be responsible for the payment of attorney fees and costs in the event of any enforcement action necessitated by the Agency regarding any terms and conditions in this Third Amendment. 8. Agency May Terminate Entitlements If Developer materially fails to fulfill its obligations under this Third Amendment and fails to cure such failure within the cure period specified in the DDA, Agency may terminate or modify any entitlements granted under the DDA or this Third Amendment. 9. Integration The remaining terms of the DDA are not affected by this Third Amendment and such terms shall remain in force and effect. This Third Amendment integrates all of the terms and conditions of the Amended and Restated DDA and those mentioned herein or incidental hereto. All waivers of the provisions of this Third Amendment must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Developer. 10. Prospective Application The terms and conditions of this Third Amendment shall apply prospectively only and not retroactively. 11. No Joint Venture It is not the intent of the parties to create a joint venture or partnership; nothing contained herein shall be deemed to create a joint venture or partnership between the parties to this Third Amendment. ThirdAmToARDDASN8-26-03.doc 3 12. Effective Date The Effective Date of this Third Amendment shall be the date when it shall have been signed by the Executive Director of the Lynwood Redevelopment Agency. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the Effective Date. Dated: , 2003 LYNWOOD REDEVELOPMENT AGENCY By: Lorry Hempe, Executive Director Dated: 2003 3100 E. IMPERIAL HWY., LLC, a California Limited Liability Company By: Min Chae Managing Member By: Donald Chae Managing Member APPROVED AS TO FORM: By: Agency Counsel ThirdAmToARDDASN8-26-03.doc 4 EXHIBIT "A" AGENCY PARCELS LEGAL DESCRIPTION ThirdAmToARDDASN8-26-03.doc EXHBIT "B" CITY YARD PROPERTY LEGAL DESCRIPTION ThirdAmToARDDASN8-26-03.doc EXHIBIT "C" DESCRIPTION OF WATER ELEMENT ThirdAmToARDDASN8-26-03.doc Recording Requested by: LYNWOOD REDEVELOPMENT AGENCY When Recorded Return to and Mail Tax Statements to: Lynwood Redevelopment Agency 11330 Bullis Avenue Lynwood, California 90262 Space Above for Recorders Use FREE RECORDING REQUESTED (Government Code Section 6103) EXEMPT FROM TRANSFER TAX GOVERNMENTAL TRANSFER SUBORDINATION, NONDISTURBANCE, AND ATTORNMENT AGREEMENT This Subordination, Nondisturbance, and Attornment Agreement (this "Agreement") is entered into as of , by the LYNWOOD REDEVELOPMENT AGENCY ("Lender"), LTC DEVELOPMENT, INC., a California corporation ("Landlord") and ALPHA BETA COMPANY, a California corporation ("Tenant"). Recitals A. Landlord and Tenant are parties to that certain written Shopping Center Lease dated September 16, 1987 ("Original Lease") originally between LYNWOOD ASSOCIATES, a California general partnership, as landlord ("Original Landlord") and FOODS COMPANY MARKETS, INC., a California corporation, as tenant ("Original Tenant"), as supplemented by that certain Rent Commencement Agreement, Certificate of Tenancy, Lease Addendum, dated November 22, 1988; that certain Letter, dated August 31, 1993, from Original Landlord's agent to Tenant; and that certain Letter, dated September 4, 1998, from Tenant to Original Landlord; that certain First Amendment to Lease dated July 3, 2003 between Landlord and Tenant; and that certain First Agreement for Implementation of First Amendment to Lease dated August _, 2003 between Landlord and Tenant (collectively the "Lease"), with respect to the premises legally described therein and commonly known as 11245 Long Beach Blvd., Lynwood, California (the "Premises"). The Premises are part of the Lynwood Town Center shopping center, which is more particularly described in the Deed of Trust, hereafter defined. B. Lender is the beneficiary under a Deed of Trust dated and recorded on in the Official Records of Los Angeles County, California as instrument number (the "Deed of Trust") encumbering the Property, which secures a note payable to Lender in the original principal amount of $2,000,000.00. 1241 \001 \ATTORN.AGT C. On the terms and conditions in this Agreement, the parties desire to subordinate Tenant's leasehold interest in the Premises to the lien of the Deed of Trust and to assure Tenant possession of the Premises for the entire term of the Lease, even though Lender may foreclose the lien of the Deed of Trust before expiration of the Lease. Therefore, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows: Section 1. Subordination. The Lease shall be subject and subordinate to the lien of the Deed of Trust and to any renewals, modifications, consolidations, replacements and extensions of the Deed of Trust to the full extent of the indebtedness secured by the Deed of Trust. Section 2. Nondisturbance. So long as Tenant is not in default, beyond any period given to Tenant to cure a default, in the payment of rent or in the performance of any of the terms, covenants, or conditions of the Lease, Tenant's possession of the Premises and Tenant's rights and privileges under the Lease, including any extensions or renewals, shall not be diminished or interfered with by Lender during the term of the Lease or any extensions or renewals. So long as Tenant is not in default, beyond any period given Tenant to cure such default, in the payment of rent or in the performance of any of the terms, covenants, or conditions of the Lease, Lender will not join Tenant as a party for the purpose of terminating or otherwise affecting Tenant's interest under the Lease, in any action of foreclosure or other proceeding brought by Lender to enforce any rights arising because of any default under the Deed of Trust unless joinder is necessary under any statute or law to secure the remedies available to Lender under the Deed of Trust, but joinder shall be for that purpose only and not for the purpose of terminating the Lease or affecting Tenant's right to possession of the Premises. Section 3. Attornment. If the Landlord's interest in the Premises is transferred to and owned by Lender or any successor of Lender ("Acquiring Party")because of foreclosure, sale under a private power under a deed of trust, other proceedings brought by Lender, or by any other manner, Acquiring Party shall thereby succeed to Landlord's interest as Landlord under the Lease, and Tenant shall be bound to the Acquiring Party, and Acquiring Party shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease for the balance of the remaining term, including any extensions or renewals thereof. Tenant agrees to attorn to Acquiring Party as the Landlord, with the attornment being effective and self-operable immediately upon Acquiring Party succeeding to the interest of Landlord under the Lease, all without the execution by the parties of any further instruments. However, Tenant shall not be obligated to pay rent to Acquiring Party until Tenant receives written notice from Acquiring Party that Acquiring Party has succeeded to Landlord's interest under the Lease and directing where rent should be mailed. The respective 1241\0011ATTORN.AGT rights and obligations of Tenant and Acquiring Party upon attornment, to the extent of the then remaining balance of the term of the Lease, shall be the same as in the Lease, which is incorporated by reference in this Agreement. If Acquiring Party succeeds to Landlord's interest in the Lease, Tenant shall be bound to Acquiring Party under all the terms, covenants, and conditions of the Lease, and Acquiring Party shall, after Acquiring Party's succession to Landlord's interest under the Lease, have the same remedies against Tenant for the breach of any agreement in the Lease that Landlord might have had against Tenant. Section 4. New Lease and Further Instruments. Immediately upon request by the Acquiring Party, Tenant and Acquiring Party shall enter into a new written lease for the remainder of the original term of the Lease on the same terms and conditions as the Lease, except for any changes made necessary because of the substitution of the Acquiring Party in place of Landlord. Section 5. Definitions. The term Lender or any similar term shall include Lender, and any successors, or assigns of Lender, and shall include any party that succeeds to Landlord's interest in the Premises by foreclosure of the Deed of Trust, a deed in lieu of foreclosure, or a sale under a private power contained in the Deed of Trust, or by any other proceeding. The term Deed of Trust or any similar term shall include the Deed of Trust and any amendments or addenda thereto. The term Landlord shall include Landlord and the successors, heirs, and assigns of Landlord. The term Tenant shall include Tenant and the successors, heirs, and assigns of Tenant. The term Lease shall include the Lease and all amendments, addenda, extensions, and renewals thereto or thereof. Section 6. No Change in Lease. Landlord and Tenant agree not to change, alter, amend, or otherwise modify the Lease without the prior written consent of Lender. Any change, alteration, amendment, or other modification to the Lease without the prior written consent of Lender shall be void as to Lender and Acquiring Party. Section 7. Modification. This Agreement may not be modified other than by an agreement in writing signed by the parties hereto, or by their respective successors in interest. Section 8. Attorney Fees. If any party commences any action against any other party based on this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees, expenses, and costs of suit. 1241 \001 \ATTORN.AGT Section 9. Notices. In this Agreement, wherever it is required or permitted that notice or demand be given by any party to another party, that notice or demand shall be given in writing and forwarded by certified mail, return receipt requested, addressed as follows: For Landlord: LTC Development, Inc. 3100 East Imperial Highway Lynwood, California 90262 Attention: President For Tenant: Alpha Beta Company c/o Ralphs Grocery Company 1100 West Artesia Boulevard Compton, CA 90220 For Lender: Lynwood Redevelopment Agency 11330 Bullis Avenue Lynwood, California 90262 Attention: Executive Director Any party may change an address given for notice by giving written notice of that change by certified mail to all other parties. Section 10. Successors. This Agreement shall be binding on and inure to the benefit of the parties and their respective heirs, successors, and assigns. Section 11. Authority. If any party is a corporation, partnership, or other entity, all individuals executing this Agreement on behalf of such corporation, partnership, or other entity hereby represent and warrant that they are authorized to do so and that this Agreement is binding upon such corporation, partnership or other entity. Section 12. Headings. The headings of this Agreement are for reference only and shall not limit or define any meaning of this Agreement. Section 13. Counterparts. 1241 \001 \ATTORN.AGT This Agreement maybe executed in one or more counterparts, each of which is an original, but all of which shall constitute one and the same instrument. Section 14. Governing Law. This Agreement shall be construed in accordance with and governed by California law. The parties have duly executed this Agreement as of the date first above written. LENDER: LYNWOOD REDEVELOPMENT AGENCY, a public body corporate and politic By: Its: LANDLORD: LTC DEVELOPMENT, INC., a California corporation By: Its: TENANT: ALPHA BETA COMPANY, a California corporation By: Its: STATE OF CALIFORNIA COUNTY OF On before me, personally appeared 1241 \0011ATTORN.AGT personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures} on the instrument the person(s), or the entity upon behalf of which the person{s) acted, executed the instrument. WITNESS my hand and official seal. Signature (Seal) STATE OF CALIFORNIA COUNTY OF On before me, ,personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (Seal) STATE OF CALIFORNIA COUNTY OF On before me, ,personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (Seal) 1241 \001 \ATTORN.AGT SECOND AMENDMENT TO COMMERCIAL REHABILITATION LOAN AGREEMENT (LTC Development Corp.) THIS SECOND AMENDMENT TO COMMERCIAL REHABILITATION LOAN AGREEMENT (this "Second Amendment") is entered into by and between the LYNWOOD REDEVELOPMENT AGENCY, a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California (California Health and Safety Code Sections 33000, et seq.) (the "Agency") and LTC DEVELOPMENT CORP., a California corporation (the "Owner"), with reference to the following: A. The Agency continues to implement the Redevelopment Plan for the Lynwood Redevelopment Project Area A (the "Project Area"}, which was approved and adopted on July 3, 1973 by Ordinance No. 945 by the City Council of the City of Lynwood (the "City"); subsequently amended on December 27, 1973 by Ordinance No. 960; on August 1 9, 1 975 b y 0 rdinance N o. 9 90; o n J une 1, 1 976 b y 0 rdinance N o 1000; on December 7, 1976 by Ordinance No. 1010; on December 16, 1980 by Ordinance No. 111; and on July 19, 1988 by Ordinance No. 88-1308 (collectively the "Redevelopment Plan"). Said Ordinance and the Redevelopment Plan are incorporated herein by reference and made a part hereof as though set forth in full. B. The Agency and the Owner have entered into that certain Commercial Rehabilitation Loan Agreement dated April 17, 2000, as amended by that certain First Amendment to Commercial Rehabilitation Loan Agreement (the "CRLA"). Unless otherwise defined in this Second Amendment, all capitalized terms shall have the meanings ascribed to such terms in the CRLA. C. Pursuant to the CRLA, the Agency made a "vanishing" loan to Owner in the original principal amount of $2,000,000 (the "Agency Loan"). The CRLA provides for the loan to be forgiven upon Owner's expenditure of $2,000,000 for improvements on the Site as more particularly described in the CRLA. D. During the planning process, the parties have become aware of opportunities for improving the Site which the parties believe will more effectively promote the redevelopment of the Site and the Project Area than the measures set forth in the CRLA. This Second Amendment amends the Scope of Development to conform to the refined development concept for the Site which has emerged from the planning process. E. The only feasible method of financing the improvements desired by Agency and Owner requires that (a) Owner's obligations to the Agency in connection with the Agency Loan be made junior and subordinate to Owner's private acquisition and construction financing (collectively the "Bank Loan"); and (b) the conditions for SecondAmtoCRLASn8-26-03.doc discharge of Owner's obligations under the Agency Note be modified as provided hereafter. F. The Agency and the Owner wish to clarify and modify their respective rights and obligations under the CRLA as set forth in this Second Amendment. NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, the Agency and the Owner agree the CRLA is amended to include the following: 1. Scope of Development The Scope of Development attached to the Agreement as Attachment No. 4 is hereby deleted in its entirety and replaced with the following: "Owner shall spend not less than $2,000,000 on the improvements described in Exhibit A to this Scope of Development or such other improvements as may be approved in writing by the Agency's Executive Director." The new Exhibit A to the Scope of Development is attached to this Second Amendment as Exhibit A. 2. Owner's Expenditure of Funds Upon 9weeFSAgency's furnishing of a Certificate of Completion pursuant to Section 213 of the CRLA, , ~este~ Owner's obligations under the Agency Note shall be deemed fully performed and discharged in their entirety, and, within five (5) days after Agency furnishes the Certificate of Completion, ,the Agency shall return the original Note to Owner and shall cause the Agency Deed of Trust to be reconveyed to Owner. Upon Owner's request, Agency shall promptly execute all documents and perform all acts reasonably necessary or desirable to carry out or acknowledge the effectiveness of the foregoing provisions of this Section 2. 3. Subordination Agreement Agency hereby agrees to subordinate the Agency Loan to private financing to be obtained by Owner in the approximate amount of $13,500,000, which will serve as a construction loan and a refinancing of Owner's acquisition loan. Without need for further approval from the Agency, the Agency's Executive Director shall promptly execute on behalf of the Agency a subordination agreement in a form reasonably requested by Owner's lender. 4. Completion Date. The completion date for the Project, including this Second Amendment, is extended to December 31, 2004. 2 SecondAmtoCRLASn8-26-03.doc 5. Attorneys Fees Owner shall be responsible for the payment of attorney fees and costs in the event of any enforcement action necessitated by the Agency regarding any terms and conditions in this Second Amendment. 6. Agency May Terminate Entitlements If Owner materially fails to fulfill its obligations under this Second Amendment and fails to cure such failure within the cure period specified in the CRLA, Agency may terminate or modify any entitlements granted under the CRLA or this Second Amendment. 7. I ntegration The remaining terms of the CRLA are not affected by this Second Amendment and such terms shall remain in force and effect. This Second Amendment integrates all of the terms and conditions of the CRLA and those mentioned herein or incidental hereto. All waivers of the provisions of this Second Amendment must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Owner. 8. Prospective Application The terms and conditions of this Second Amendment shall apply prospectively only and not retroactively. 9. No Joint Venture It is not the intent of the parties to create a joint venture or partnership; nothing contained herein shall be deemed to create a joint venture or partnership between the parties to this Second Amendment. 10. Effective Date The Effective Date of this Second Amendment shall be the date when it shall have been signed by the Executive Director of the Lynwood Redevelopment Agency. 3 SecondAmtoCRLASn8-26-03.doc IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the Effective Date. Dated: , 2003 LYNWOOD REDEVELOPMENT AGENCY By: Lorry Hempe, Executive Director Dated: 2003 LTC DEVELOPMENT CORP., a California corporation By: APPROVED AS TO FORM: By: Agency Counsel 4 SecondAmtoCRLASn8-26-03.doc EXHIBIT "A" PRE-APPROVED IMPROVEMENTS SecondAmtoCRL,ASn8-26-03.doc Recording Requested by: LYNWOOD REDEVELOPMENT AGENCY When Recorded Retum to and Mail Tax Statements to: Lynwood Redevelopment Agency 11330 Bullis Avenue Lynwood, California 90262 Attention: Executive Director Space Above for Recorders Use FREE RECORDING REQUESTED (Government Code Section 6103) EXEMPT FROM TRANSFER TAX GOVERNMENTAL TRANSFER GRANT DEED For v aluable c onsideration, receipt of which is hereby acknowledged, the LYNWOOD REDEVELOPMENT AGENCY, a public body, corporate and politic, herein called "Grantor," acting under the Community Redevelopment Law (California Health and Safety Code §§ 33000, et seq.) of the State of California, hereby grants to 3100 E. IMPERIAL HWY., LLC, a California limited liability company, herein called "Grantee," the real property described in the "Legal Description of Property" provided as Exhibit A, and shown on the "Property Map" provided as Exhibit B (the "Property"), both of which exhibits are attached hereto and incorporated herein by this reference. The Property is within Redevelopment Project Area "A" o f t he C ity o f L ynwood (the "Project Area") in the County of Los Angeles, and is conveyed in accordance with and subject to the provisions of the Redevelopment Plan for the Project Area adopted by the City Council of the City of Lynwood on July 3, 1973 by Ordinance 945; subsequently amended December 27, 1973 by Ordinance No. 960 and on August 19, 1975 by Ordinance No. 990, and on June 1, 1976 by Ordinance No. 1000, and on December 7, 1976 by Ordinance No. 1010, and on December 16, 1980 by Ordinance No. 1111, on July 19, 1988, by Ordinance No.88-1308. Said Ordinances and the Redevelopment Plan as amended are incorporated herein by reference and made a part thereof as though set forth in full. The Redevelopment Plan as amended is hereinafter referred to as the "Redevelopment Plan." All of the terms, covenants and conditions of this Grant Deed shall be binding upon and shall inure to the benefit of the Grantee and the permitted successors and assigns of the Grantee. Wherever the term "Grantee" is used herein, such term shall include any permitted nominee, assignee or successor in interest as herein provided. 1. Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof, that in t he c onstruction o f t he improvements on the Property pursuant to that certain Commercial Rehabilitation Loan Agreement between Grantor and Grantee, as amended, Grantee will not discriminate against any ImperialGrantDeed.doc employee or applicant for employment because of sex, marital status, race, color, creed, religion, national origin, or ancestry. 2. Grantee covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, creed, religion, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. 3. Grantee shall refrain from restricting the rental, sale, or lease of the Property on the basis of sex, marital status, race, color, creed, religion, a ncestry o r n ational o rigin o f a ny person. All such deeds, leases or contracts shall contain or be subject to the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through him or herself, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sect, marital status, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself or herself, of any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein leased." (c) In contracts: "There shall be no discrimination against or segregation of, any p erson, o r g roup o f p ersons o n a ccount o f r ace, c olor, c reed, religion, sex, ImperialGrantDeed.doc marital status, national origin or ancestry in the sale, lease, sublease, transfer, or use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land." 4. This Grant Deed shall not merge any other agreement between Grantor and Grantee. 5. The covenants and restrictions contained in this Grant Deed shall not benefit nor be enforceable by any owner of any other real property within or outside the Project Area except the Grantor, the Grantee, the City of Lynwood (the "City") and their respective assigns and successors in interest. 6. The covenants established herein shall, without regard to technical classification and designation, be binding on Grantee and any successor in interest to the Property or any part thereof for the benefit and in favor of the Grantor, its successors and assigns, and the City. 7. Breach of any of the covenants, conditions, restrictions, or reservations contained in this Grant Deed shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value as to the Property, whether or not said mortgage or deed of trust is subordinated to this Grant Deed, but unless otherwise herein provided, the terms, conditions, covenants, restrictions and reservations of this Grant Deed shall be binding and effective against the holder and any owner of the Property, or any part thereof, whose title thereto is acquired by foreclosure, trustee's sale, or otherwise. 8. The covenants against discrimination as set forth in paragraphs 1, 2, and 3 above shall remain in effect in perpetuity. IN WITNESS WHEREOF, Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized, this day of September, 2003. LYNWOOD REDEVELOPMENT AGENCY a public body, corporate and politic ("Grantor") Date: By: Executive Director ImperialCrrantDeed.doc ACKNOWLEDGMENT AND ACCEPTANCE Grantee hereby accepts and approves each of the conditions, covenants and restrictions set forth in this Grant Deed. 3100 E. IMPERIAL HWY., LLC, a California limited liability company ("Grantee") Date: By: 4 ImperialGrantDeed.doc EXHIBIT A LEGAL DESCRIPTION OF PROPERTY [To Be Added] ImperialGrantDeed.doc EXHIBIT B PROPERTY MAP [To Be Added] ImperialCrrantDeed.doc State of California County of On ,before me, , personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Notary's Signature IrnperialGrantDeed.doc EXHIBIT "D" REPLICA FACADE DESCRIPTION ThirdAmToARDDASN8-26-03.doc DATE: SEPTEMBER 2, 2003 TO: HONORABLE CHAIRMAN AND MEMBERS OF THE AGENCY HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Lorry Hempe, Executive Director By: Louis Morales, Deputy Executive Direct SUBJECT: JOINT PUBLIC HEARING FOR CONSIDERATION FOR CONSDERATION OF A PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT ("DDA"). Pur ose: To have the Lynwood Redevelopment Agency (the "Agency") the Lynwood City Council (the "City") conduct a joint public hearing to consider a DDA between the Agency and Hermilio Franco for the development of up to Thirty (30) Single- Family homes on Agency-owned property located along Fernwood Avenue between Atlantic Avenue and Bullis Road. Facts: 1. The Agency currently owns the property (the"Property"), which is the subject of the proposed project and DDA. The Agency recently purchased the Property from CalTrans in the amount of $3,000. 2. The Property is able to accommodate up to 35 homes. 3. The Agency approved the development concept that included the development of Thirty (30) homes. The Agency also approved the incorporation of five open space areas of up to 5,000 sq. ft. each at the respective corners of the project. The Agency also approved that Five (5) of the Homes be set aside to be developed by Access Community Housing. 3. The Developer agreed to the conditions set by the Agency and the project will be subject to, where applicable, Section 25-14.7 Trip Reduction and Travel Demand provisions. AGENDA ITEM DDA Summary: The purpose of the DDA is to effectuate the Redevelopment Plan for the Redevelopment Project Area "A" and to dispose of Agency parcels that normally without Agency assistance could not be developed. The Developer proposes to construct Twenty-five (25) Single-Family Homes that will be comprised of three and four bedroom units. Five will be disposed to Access Family Housing for Development and will be made to match the architectural design of the project. The Homes will be for sale units and will have a price range of $265,000 - $280,000. As previously mentioned the Agency purchased the Property in the amount of $3,000. The Property could accommodate the proposed units, however will require the installation of new sewer lines, which will could cost between $150,000 - $200,000. The DDA contemplates that the Developer will be responsible for all costs associated with the project. The Developer will pay the City a Parkland Impact Fee of $3,000 per lot or $75,000 upon the sale of the homes. The DDA also contemplates the all City permits will be differed until such time that the homes are complete and sold. The Developer will pay 100% of the fees that are due to the City. The City and Agency will not incur any costs as a result of the project. The only item that will require Agency/City consideration will the disposition of the Property. The disposition also contemplates a differed arrangement for payment due upon the sale of the homes. Thus, given that the Agency only paid $3,000 for the property, the Agency may opt to do any of the following: 1. Recoup only its initial investment $3,000 for the property. 2. Accept $3,000 for each home and recover the Agency investment upon the sale of each home. 3. Take a percentage of the sales cost in exchange for the Property. 4. Accept market rate value for the Property. Market rate value could be between $30,000 to $45,000 per lot. The Developer was proposing to develop the project in phases and had initially requested that the Agency fund the first phase in the form of a low interest loan, which would be paid back to the Agency upon the sale of the homes under the first phase. Staff recommends that the Agency select the o ptimum return of t he Agency's invest of $3,000 (option 4) and approve to enter into DDA with the Developer. Recommendation: Staff respectfully requests that after consideration that the Agency and City close the Public Hearing and adopt the resolutions approving the Disposition and Development Agreement between the Agency and Hermilio Franco. 33433 SUMMARY REPORT PURSUANT TO SECTION 33433 OF THE CALIFORNIA HEALTH AND SAFETY CODE FOR THE CONVEYANCE OF REAL PROPERTY TO HERMILIO FRANCO The Lynwood Redevelopment Agency (Agency) proposes to convey for redevelopment purposes certain real property located just outside Lynwood Redevelopment Project Area A (the "Site"), pursuant to the California Community Redevelopment Law. The property is owned by the Lynwood Redevelopment Agency (the "Agency") and is proposed to be conveyed to the Developer and is located on the south side of Fernwood Avenue between Atlantic Avenue and Bullis Road (the "Property"). The Property is proposed to be transferred to the Developer and will be used for the development of 30 Single-Family homes. The proposed Agreement calls for the Agency to dispose of the Property, subject to certain terms contained in the proposed Disposition and Development Agreement. The Agency's costs to implement the proposed Agreement include the cost of staff time. The Agency will at minimum receive the cost of its initial investment. The estimated cost of the Site to the Agency is: Real Property cost $3,000 Sale of Land $3,000 Staff and Attorney time $1,200 TOTAL $1,200 RESOLUTION NO. A RESOLUTION OF CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE PROPOSED DISPOSITION DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND HERMILIO FRANCO FOR THE DEVELOPMENT OF SINGLE-FAMILY HOMES ON AGENCY PROPERTY LOCATED ON FERNWOOD AVENUE WHEREAS, the Redevelopment Plan for Lynwood Project Area "A" ("Redevelopment Plan"), was duly approved and adopted on July 3, 1973 by Ordinance No. 945 and subsequently amended on December 27, 1973 by Ordinance No. 960, on August 19, 1975 by Ordinance No. 990, on June 1, 1976 by Ordinance No. 1000, on December 7, 1976 by Ordinance No. 1010, on December 16, 1980 by Ordinance No. 1111, July 19, 1988 by Ordinance No. 88-1308, and on March 20, 2001 by Ordinance No. 1504; and WHEREAS, the Lynwood Redevelopment Agency ("Agency") is engaged in activities necessary to execute and implement the Redevelopment Plan for Redevelopment Project Area "A" ("Redevelopment Project") in the City of Lynwood and in order to do so the Agency proposes to enter into a Disposition and Development Agreement ("DDA") with Hermilio Franco ("Developer"), which provides for the development of aSingle-Family homes on Agency-owned property; and WHEREAS, the Agency desires to consider the disposition of the Agency property in connection with the development of the Site by the Developer; and WHEREAS, the proposed DDA contains all the provisions, terms, conditions and obligations required by state and local law; and WHEREAS, the Developer possesses the qualifications and parcels necessary to insure development of the Site proposed in accordance with the purposes and objectives of the Redevelopment Plan; and WHEREAS, the Agency and City Council of the City of Lynwood have held a duly noticed joint public hearing on the proposed DDA and related agreements; WHEREAS, the Agency and the City Council have duly considered the proposed DDA and believe that development pursuant thereto is in the best interest of the City of Lynwood and in furtherance of the goals and objectives of the Lynwood Redevelopment Agency to reduce blight in the Project Area; H: W ORD/REDEYE LP/LMORALES/Fernwd EstatDDACCRESO NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Lynwood and the Lynwood Redevelopment Agency as follows: Section 1. The Agency and City Council hereby find and determine that the development of the Site pursuant to the DDA is in the best interest of the City of Lynwood and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law. Section 2. The Agency and City Council hereby find and determine that the development of the Site pursuant to the proposed DDA is necessary to effectuate the purpose of the Redevelopment Plan for the Redevelopment Project. Section 3. The Agency and the City Council hereby find and determine that the development of the Site pursuant to the proposed DDA will be consistent with the development permitted at that location by Lynwood's Zoning Ordinance. Section 4. The Agency has held a joint public hearing with the City Council and has received, heard and considered all oral and written objections to the proposed DDA and to the actions connected therewith, and hereby overrules all such oral and written objections. Section 5. The Executive Director of the Agency is hereby authorized to execute the DDA. Section 6. The Executive Director of the Agency, or his designee, is hereby authorized, on behalf of the Agency and the City, to sign all documents necessary and appropriate to carry out and implement the DDA, and to administer and implement the Agency's obligations, responsibilities and duties to be performed under the DDA. APPROVED AND ADOPTED this 2"d day of September, 2003. ATTEST: Andrea L. Hooper, City Clerk FERNANDO PEDROZA, MAYOR Lorry Hempe, City Manager H:WORD/REDEVELP/LMORALES/FemwdEstatDDACCRESO APPROVED AS TO FORM: James Casso City Attorney APPROVED AS TO CONTENT: Louis Morales, Director Redevelopment Department H:WORD/REDEV E LP/LMORALES/Fernwd EstatD DACCRESO RESOLUTION NO. A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY APPROVING THE PROPOSED DISPOSITION DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND HERMILIO FRANCO FOR THE DEVELOPMENT OF SINGLE-FAMILY HOMES ON AGENCY PROPERTY LOCATED ON FERNWOOD AVENUE WHEREAS, the Redevelopment Plan for Lynwood Project Area "A" ("Redevelopment Plan"), was duly approved and adopted on July 3, 1973 by Ordinance No. 945 and subsequently amended on December 27, 1973 by Ordinance No. 960, on August 19, 1975 by Ordinance No. 990, on June 1, 1976 by Ordinance No. 1000, on December 7, 1976 by Ordinance No. 1010, on December 16, 1980 by Ordinance No. 1111, July 19, 1988 by Ordinance No. 88-1308, and on March 20, 2001 by Ordinance No. 1504; and WHEREAS, the Lynwood Redevelopment Agency ("Agency") is engaged in activities necessary to execute and implement the Redevelopment Plan for Redevelopment Project Area "A" ("Redevelopment Project") in the City of Lynwood and in order to do so the Agency proposes to enter into a Disposition and Development Agreement ("DDA") with Hermilio Franco ("Developer"), which provides for the development of aSingle-Family homes on Agency-owned property; and WHEREAS, the Agency desires to consider the disposition of the Agency property in connection with the development of the Site by the Developer; and WHEREAS, the proposed DDA contains all the provisions, terms, conditions and obligations required by state and local law; and WHEREAS, the Developer possesses the qualifications and parcels necessary to insure development of the Site proposed in accordance with the purposes and objectives of the Redevelopment Plan; and WHEREAS, the Agency and City Council of the City of Lynwood have held a duly noticed joint public hearing on the proposed DDA and related agreements; WHEREAS, the Agency and the City Council have duly considered the proposed DDA and believe that development pursuant thereto is in the best interest of the City of Lynwood and in furtherance of the goals and objectives of the Lynwood Redevelopment Agency to reduce blight in the Project Area; H:WORD/REDEVELP/LMORALES/Fernwd EstatDDALRARESO NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Lynwood and the Lynwood Redevelopment Agency as follows: Section 1. The Agency and City Council hereby find and determine that the development of the Site pursuant to the DDA is in the best interest of the City of Lynwood and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law. Section 2. The Agency and City Council hereby find and determine that the development of the Site pursuant to the proposed DDA is necessary to effectuate the purpose of the Redevelopment Plan for the Redevelopment Project. Section 3. The Agency and the City Council hereby find and determine that the development of the Site pursuant to the proposed DDA will be consistent with the development permitted at that location by Lynwood's Zoning Ordinance. Section 4. The Agency has held a joint public hearing with the City Council and has received, heard and considered all oral and written objections to the proposed DDA and to the actions connected therewith, and hereby overrules all such oral and written objections. Section 5. The Executive Director of the Agency is hereby authorized to execute the DDA. Section 6. The Executive Director of the Agency, or his designee, is hereby authorized, on behalf of the Agency and the City, to sign all documents necessary and appropriate to carry out and implement the DDA, and to administer and implement the Agency's obligations, responsibilities and duties to be performed under the DDA. APPROVED AND ADOPTED this 2nd day of September, 2003. ATTEST: FERNANDO PEDROZA, CHAIRMAN Andrea L. Hooper, Secretary Lorry Hempe, Executive Director H:WORD/REDEVELPlLMORALES/FernwdEstatDDALRARESO APPROVED AS TO FORM: James Casso Agency Counsel APPROVED AS TO CONTENT: Louis Morales, Deputy Executive Director H:WORD/REDEV E LP/LMORALES/Fernwd EstatDDALRARESO RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD MAKING CERTAIN ENVIRONMENTAL FINDINGS WITH RESPECT TO THE PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND HERMILIO FRANCO WHEREAS, the Lynwood Redevelopment Agency {the "Agency")wishes to consider the approval of a Disposition and Development Agreement ("DDA") by and between the Agency and Hermilio Franco (the "Developer")for the disposition of certain real property located on Fernwood Avenue between Atlantic Avenue and Bullis Road (the "Site"); and WHEREAS, a Project Environmental Impact Report was prepared for the 1980 Amendment to Redevelopment Project Area "A" ("1980 EIR"); and WHEREAS, the development advances the goals of the 1980 Amendment to Lynwood Redevelopment Project Area "A" ("1980 Amendment") described in the 1980 EIR which goals are to (1) arrest the decline and decay and the spread of blight throughout the project area, (2) restore and revitalize existing residential, commercial and industrial areas to viable centers serving community and regional needs, and (3) stimulate and attract private investment thereby improving the City's economic health, employment opportunities and tax base; and WHEREAS, the 1980 EIR addresses the environmental impacts of the development pursuant to the proposed DDA; and WHEREAS, the Agency has prepared an Initial Study and found and determined that a subsequent EIR is not needed because none of the following condition of Section 15162 of Guidelines for the Implementation of the California Environmental Quality Act ("CEQA Guidelines") has occurred: Subsequent changes are proposed in the project which will require important revisions to the 1980 EIR due to the involvement of new significant impacts not considered in the 1980 EIR; and Substantial changes occurred with respect to the circumstances under the project was undertaken due to the involvement of the new significant impacts not covered in the 1980 EIR; and H:WORD/REDEVELPlLMORALESlURBANDDACCENVRESO New information of substantial importance to the project has become available. NOW, THEREFORE, the Lynwood City Council hereby resolves as follows: Section 1. The redevelopment of the Site provided for by the DDA is covered by the 1980 EIR which serves as the Final Environmental Impact Report for the entire Amendment, which Amendment constitutes the "Project". Section 2. The redevelopment of the Site provided for by the DDA was considered in the 1980 EIR as part of the Project. Section 3. The 1980 EIR was considered prior to the approval of the DDA. The Agency hereby finds: the redevelopment pursuant to the proposed DDA is within the scope of the 1980 Amendment previously approved; the effects of the redevelopment pursuant to the proposed Final Environmental Impact Report together with all other development. All feasible mitigation measures and alternatives developed in the previous Final Environmental Impact Report for the Project are incorporated in this Development. No new information of substantial importance to the Project has become available. The final Environmental Impact report, therefore, is determined to be adequate to serve as the environmental impact report for the Development and satisfies all the requirements of CEQA. Section 4. Applicable mitigation measures identified in the Final Environmental Impact Report have been incorporated into this Development which mitigate any potential significant environmental impacts thereof. Section 5. The Final Impact Report incorporates certain mitigation measures which are to mitigate or avoid significant effects on the environment, and the Agency hereby adopts the following program for reporting and monitoring the implementation of such mitigation measures pursuant to Public Resources Code Section 21081.6: A. The Developer selected by the Agency shall enter into an Agreement with the Agency to submit all plans and specifications for the Development to the Agency for its approval, at which time the Agency shall review the plans and specifications for compliance with such mitigation measures as are the responsibility of the Developer; B. The Agency shall comply with all requirements of the City of Lynwood (the "City") and all public agencies having jurisdiction in any demolition and construction of public works are to be constructed by the Agency; H:WORD/REDEVELP/LMORALES/URBANDDACCENVRESO C. The Agency will report to the City Council of the City not less than annually on the implementation of the mitigation measures and make any recommendations it deems necessary to further implement said measures, such report to be included in the Agency's annual report pursuant to California Health and Safety Code Section 33089.5 and 33080.4; D. The City hereby authorizes and directs that a Notice of Determination with respect to the acquisition and development of the Site pursuant to the proposed DDA, and all other Agency actions taken in furtherance thereof, be filed. APPROVED AND ADOPTED this 2"d day of September, 2003. ATTEST: Andrea L. Hooper, City Clerk APPROVED AS TO FORM: James Casso, City Attorney FERNANDO PEDROZA, MAYOR Lorry Hempe, City Manager APPROVED AS TO CONTENT: Louis Morales, Director Redevelopment Department H:WORD/REDEVELP/LMORALES/U RBAN DDACCENV RESO RESOLUTION NO. A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY MAKING CERTAIN ENVIRONMENTAL FINDINGS WITH RESPECT TO THE PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND HERMILIO FRANCO WHEREAS, the Lynwood Redevelopment Agency (the "Agency") wishes to consider the approval of a Disposition and Development Agreement ("DDA") by and between the Agency and Hermilio Franco (the "Developer") for the disposition of certain real property located on Fernwood Avenue between Atlantic Avenue and Bullis Road (the "Site"); and WHEREAS, a Project Environmental Impact Report was prepared for the 1980 Amendment to Redevelopment Project Area "A" ("1980 EIR"); and WHEREAS, the development advances the goals of the 1980 Amendment to Lynwood Redevelopment Project Area "A" ("1980 Amendment"} described in the 1980 EIR which goals are to (1) arrest the decline and decay and the spread of blight throughout the project area, (2) restore and revitalize existing residential, commercial and industrial areas to viable centers serving community and regional needs, and (3) stimulate and attract private investment thereby improving the City's economic health, employment opportunities and tax base; and WHEREAS, the 1980 EIR addresses the environmental impacts of the development pursuant to the proposed DDA; and WHEREAS, the Agency has prepared an Initial Study and found and determined that a subsequent EIR is not needed because none of the following condition of Section 15162 of Guidelines for the Implementation of the California Environmental Quality Act ("CEQA Guidelines") has occurred: Subsequent changes are proposed in the project which will require important revisions to the 1980 EIR due to the involvement of new significant impacts not considered in the 1980 EIR; and Substantial changes occurred with respect to the circumstances under the project was undertaken due to the involvement of the new significant impacts not covered in the 1980 EIR; and H:WORD/REDEVELP/LMORALES/URBANDDACCENVRESO New information of substantial importance to the project has become available. NOW, THEREFORE, the Lynwood Redevelopment Agency hereby resolves as follows: Section 1. The redevelopment of the Site provided for by the DDA is covered by the 1980 EIR which serves as the Final Environmental Impact Report for the entire Amendment, which Amendment constitutes the "Project". Section 2. The redevelopment of the Site provided for by the DDA was considered in the 1980 EIR as part of the Project. Section 3. The 1980 EIR was considered prior to the approval of the DDA. The Agency hereby finds: the redevelopment pursuant to the proposed DDA is within the scope of the 1980 Amendment previously approved; the effects of the redevelopment pursuant to the proposed Final Environmental Impact Report together with all other development. All feasible mitigation measures and alternatives developed in the previous Final Environmental Impact Report for the Project are incorporated in this Development. No new information of substantial importance to the Project has become available. The final Environmental Impact report, therefore, is determined to be adequate to serve as the environmental impact report for the Development and satisfies all the requirements of CEQA. Section 4. Applicable mitigation measures identified in the Final Environmental Impact Report have been incorporated into this Development which mitigate any potential significant environmental impacts thereof. Section 5. The Final Impact Report incorporates certain mitigation measures which are to mitigate or avoid significant effects on the environment, and the Agency hereby adopts the following program for reporting and monitoring the implementation of such mitigation measures pursuant to Public Resources Code Section 21081.6: A. The Developer selected by the Agency shall enter into an Agreement with the Agency to submit all plans and specifications for the Development to the Agency for its approval, at which time the Agency shall review the plans and specifications for compliance with such mitigation measures as are the responsibility of the Developer; B. The Agency shall comply with all requirements of the City of Lynwood (the "City") and all public agencies having jurisdiction in any demolition and construction of public works are to be constructed by the Agency; H:WORD/REDEVELP/LMORALES/URBAN DDACCENVRESO C. The Agency will report to the City Council of the City not less than annually on the implementation of the mitigation measures and make any recommendations it deems necessary to further implement said measures, such report to be included in the Agency's annual report pursuant to California Health and Safety Code Section 33089.5 and 33080.4; D. The City hereby authorizes and directs that a Notice of Determination with respect to the acquisition and development of the Site pursuant to the proposed DDA, and all other Agency actions taken in furtherance thereof, be filed. APPROVED AND ADOPTED this 2"d day of September, 2003. ATTEST: Andrea L. Hooper, Secretary APPROVED AS TO FORM James Casso, Agency Counsel FERNANDO PEDROZA, CHAIRMAN Lorry Hempe, Executive Director APPROVED AS TO CONTENT: Louis Morales, Deputy Executive Director H: W ORDlREDEVELP/LMORALES/URBAN DDACCENVRESO DATE: SEPTEMBER 2, 2003 TO: HONORABLE CHAIRMAN AND MEMBERS OF THE AGENCY HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Lorry Hempe, Executive Director By: Louis Morales, Deputy Executive Direct r SUBJECT: JOINT PUBLIC HEARING FOR CONSIDERATION FOR CONSDERATION OF A PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT ("DDA"). Purpose: To have the Lynwood Redevelopment Agency (the "Agency") the Lynwood City Council (the "City") conduct a joint public hearing to consider a DDA between the Agency and Ray Patel for the development of up to Eight (8) Single-Family homes o n C ity-owned p roperty I ocated o n t he n orth s ide o f R edwood Avenue east of State Street. Facts: The City currently owns the property (the"Property"), which is the subject of the proposed project and DDA. The City has owned the Property for over fifteen years. 2. The Property is able to accommodate up to 8 homes. 3. The Agency met in closed session and directed staff to established terms for DDA for the development of eight (8) homes. The Agency also approved the use of homes funds to make two of the homes affordable at 80% of County median income. 3. The Developer agreed to the conditions set by the Agency and the project will be subject to, where applicable, to Section 25-14 Trip reduction and Travel Demands . AGENDn IT~ti~ .t~: ~,. DDA Summary: The purpose of the DDA is to effectuate the Redevelopment Plan for the Redevelopment Project Area "A" and to dispose of City Property through the Agency. The Developer proposes to construct Eight (8) Single-Family Homes that will be comprised of three and four bedroom units. Two of the homes will affordable units. The Homes will be for sale units and will have a price range of $265,000 - $280,000 with the exception of the affordable units, which will sell at $205,000. The City has owned the Property for over Fifteen years and has been exempt since the City has own the. Property. The Property could accommodate the proposed units The DDA contemplates that the Developer will be responsible for all costs associated with the project. The DDA contemplates the all City permits will be differed until such time that the homes are complete and sold. The DDA contemplates the use of HOME funds in the amount of $280,000 that will be used to make two of the home affordable. The Developer will pay 100% of the fees that are due to the City. The City and Agency will not incur any costs as a result of the project with the exception of the use of HOME Funds. The Developer will pay the City $280,000 for the Property which is proposed to differed until such time that the Homes are sold. Recommendation: Staff respectfully requests that after consideration that the Agency and City close the Public Hearing and adopt the resolutions approving the Disposition and Development Agreement between the Agency and Ray Patel. 33433 SUMMARY REPORT PURSUANT TO SECTION 33433 OF THE CALIFORNIA HEALTH AND SAFETY CODE FOR THE CONVEYANCE OF REAL PROPERTY TO RAY PATEL The Lynwood Redevelopment Agency (Agency) proposes to convey for redevelopment purposes certain real property located just outside Lynwood Redevelopment Project Area A (the "Site"), pursuant to the California Community Redevelopment Law. The property is owned by the city of Lynwood (the "City") and is proposed to be conveyed to the Developer and is located on the north side of Redwood Avenue just east of State Street (the "Property"). The Property is proposed to be transferred to the Developer and will be used for the development of 8Single-Family homes. The proposed Agreement calls for the Agency to dispose of the Property, subject to certain terms contained in the proposed Disposition and Development Agreement. The Agency's costs to implement the proposed Agreement include the cost of staff time. The Agency will at minimum receive the cost of its initial investment. The estimated cost of the Site to the Agency is: Real Property cost $240,000 Sale of Land $280,000 Staff and Attorney time $1,200 TOTAL $38,800 surplus RESOLUTION NO. A RESOLUTION OF CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE PROPOSED DISPOSITION DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND RAY PATEL FOR THE DEVELOPMENT OF SINGLE-FAMILY HOMES ON AGENCY PROPERTY LOCATED ON FERNWOOD AVENUE WHEREAS, the Redevelopment Plan for Lynwood Project Area "A" ("Redevelopment Plan"), was duly approved and adopted on July 3, 1973 by Ordinance No. 945 and subsequently amended on December 27, 1973 by Ordinance No. 960, on August 19, 1975 by Ordinance No. 990, on June 1, 1976 by Ordinance No. 1000, on December 7, 1976 by Ordinance No. 1010, on December 16, 1980 by Ordinance No. 1111, July 19, 1988 by Ordinance No. 88-1308, and on March 20, 2001 by Ordinance No. 1504; and WHEREAS, the Lynwood Redevelopment Agency ("Agency") is engaged in activities necessary to execute and implement the Redevelopment Plan for Redevelopment Project Area "A" ("Redevelopment Project") in the City of Lynwood and in order to do so the Agency proposes to enter into a Disposition and Development Agreement ("DDA") with Ray Patel ("Developer"), which provides for the development of a Single-Family homes on City-owned property; and WHEREAS, the Agency desires to consider the disposition of the City property in connection with the development of the Site by the Developer; and WHEREAS, the proposed DDA contains all the provisions, terms, conditions and obligations required by state and local law; and WHEREAS, the Developer possesses the qualifications and parcels necessary to insure development of the Site proposed in accordance with the purposes and objectives of the Redevelopment Plan; and WHEREAS, the Agency and City Council of the City of Lynwood have held a duly noticed joint public hearing on the proposed DDA and related agreements; WHEREAS, the Agency and the City Council have duly considered the proposed DDA and believe that development pursuant thereto is in the best interest of the City of Lynwood and in furtherance of the goals and objectives of the Lynwood Redevelopment Agency to reduce blight in the Project Area; H:WORD/REDEV ELP/LMORALES/Fernwd EstatDDACCRESO NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Lynwood and the Lynwood Redevelopment Agency as follows: Section 1. The Agency and City Council hereby find and determine that the development of the Site pursuant to the DDA is in the best interest of the City of Lynwood and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law. Section 2. The Agency and City Council hereby find and determine that the development of the Site pursuant to the proposed DDA is necessary to effectuate the purpose of the Redevelopment Plan for the Redevelopment Project. Section 3. The Agency and the City Council hereby find and determine that the development of the Site pursuant to the proposed DDA will be consistent with the development permitted at that location by Lynwood's Zoning Ordinance. Section 4. The Agency has held a joint public hearing with the City Council and has received, heard and considered all oral and written objections to the proposed DDA and to the actions connected therewith, and hereby overrules all such oral and written objections. Section 5. The Executive Director of the Agency is hereby authorized to execute the DDA. Section 6. The Executive Director of the Agency, or his designee, is hereby authorized, on behalf of the Agency and the City, to sign all documents necessary and appropriate to carry out and implement the DDA, and to administer and implement the Agency's obligations, responsibilities and duties to be performed under the DDA. APPROVED AND ADOPTED this 2"d day of September, 2003. ATTEST: FERNANDO PEDROZA, MAYOR Andrea L. Hooper, City Clerk Lorry Hempe, City Manager H:WORD/REDEVELP/LMORALES/Femwd EstatDDACCRESO -•,.. APPROVED AS TO FORM: James Casso City Attorney APPROVED AS TO CONTENT: Louis Morales, Director Redevelopment Department H:WORD/REDEVELP/LMORALES/FernwdEstatDDACCRESO RESOLUTION NO. A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY APPROVING THE PROPOSED DISPOSITION DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND RAY PATEL FOR THE DEVELOPMENT OF SINGLE-FAMILY HOMES ON AGENCY PROPERTY LOCATED ON FERNWOOD AVENUE WHEREAS, the Redevelopment Plan for Lynwood Project Area "A" ("Redevelopment Plan"), was duly approved and adopted on July 3, 1973 by Ordinance No. 945 and subsequently amended on December 27, 1973 by Ordinance No. 960, on August 19, 1975 by Ordinance No. 990, on June 1, 1976 by Ordinance No. 1000, on December 7, 1976 by Ordinance No. 1010, on December 16, 1980 by Ordinance No. 1111, July 19, 1988 by Ordinance No. 88-1308, and on March 20, 2001 by Ordinance No. 1504; and WHEREAS, the Lynwood Redevelopment Agency ("Agency") is engaged in activities necessary to execute and implement the Redevelopment Plan for Redevelopment Project Area "A" ("Redevelopment Project") in the City of Lynwood and in order to do so the Agency proposes to enter into a Disposition and Development Agreement ("DDA") with Ray Patel ("Developer"), which provides for the development of a Single-Family homes on City-owned property; and WHEREAS, the Agency desires to consider the disposition of the City property in connection with the development of the Site by the Developer; and WHEREAS, the proposed DDA contains all the provisions, terms, conditions and obligations required by state and local law; and WHEREAS, the Developer possesses the qualifications and parcels necessary to insure development of the Site proposed in accordance with the purposes and objectives of the Redevelopment Plan; and WHEREAS, the Agency and City Council of the City of Lynwood have held a duly noticed joint public hearing on the proposed DDA and related agreements; WHEREAS, the Agency and the City Council have duly considered the proposed DDA and believe that development pursuant thereto is in the best interest of the City of Lynwood and in furtherance of the goals and objectives of the Lynwood Redevelopment Agency to reduce blight in the Project Area; H:WORD/REDEVELP/LMORALES/Fernwd EstatDDALRARES0 NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Lynwood and the Lynwood Redevelopment Agency as follows: Section 1. The Agency and City Council hereby find and determine that the development of the Site pursuant to the DDA is in the best interest of the City of Lynwood and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law. Section 2. The Agency and City Council hereby find and determine that the development of the Site pursuant to the proposed DDA is necessary to effectuate the purpose of the Redevelopment Plan for the Redevelopment Project. Section 3. The Agency and the City Council hereby find and determine that the development of the Site pursuant to the proposed DDA will be consistent with the development permitted at that location by Lynwood's Zoning Ordinance. Section 4. The Agency has held a joint public hearing with the City Council and has received, heard and considered all oral and written objections to the proposed DDA and to the actions connected therewith, and hereby overrules all such oral and written objections. Section 5. The Executive Director of the Agency is hereby authorized to execute the DDA. Section 6. The Executive Director of the Agency, or his designee, is hereby authorized, on behalf of the Agency and the City, to sign all documents necessary and appropriate to carry out and implement the DDA, and to administer and implement the Agency's obligations, responsibilities and duties to be performed under the DDA. APPROVED AND ADOPTED this 2"d day of September, 2003. ATTEST: FERNANDO PEDROZA, CHAIRMAN Andrea L. Hooper, Secretary Lorry Hempe, Executive Director H:WORD/REDEVELP/LMORALES/FemwdEstatDDALRARESO ,~.,. APPROVED AS TO FORM: James Casso Agency Counsel APPROVED AS TO CONTENT: Louis Morales, Deputy Executive Director H:WORD/REDEV E LP/LMORALES/Fernwd EstatDDALRARESO RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD MAKING CERTAIN ENVIRONMENTAL FINDINGS WITH RESPECT TO THE PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND RAY PATEL WHEREAS, the Lynwood Redevelopment Agency (the "Agency") wishes to consider the approval of a Disposition and Development Agreement ("DDA") by and between the Agency and Ray Patel (the "Developer") for the disposition of certain real property located on the northside of Redwood Avenue just east of State Street (the "Site"); and WHEREAS, a Project Environmental Impact Report was prepared for the 1980 Amendment to Redevelopment Project Area "A" ("1980 EIR"); and WHEREAS, the development advances the goals of the 1980 Amendment to Lynwood Redevelopment Project Area "A" ("1980 Amendment") described in the 1980 EIR which goals are to (1) arrest the decline and decay and the spread of blight throughout the project area, (2) restore and revitalize existing residential, commercial and industrial areas to viable centers serving community and regional needs, and (3) stimulate and attract private investment thereby improving the City's economic health, employment opportunities and tax base; and WHEREAS, the 1980 EIR addresses the environmental impacts of the development pursuant to the proposed DDA; and WHEREAS, the Agency has prepared an Initial Study and found and determined that a subsequent EIR is not needed because none of the following condition of Section 15162 of Guidelines for the Implementation of the California Environmental Quality Act ("CEQA Guidelines") has occurred: Subsequent changes are proposed in the project which will require important revisions to the 1980 EIR due to the involvement of new significant impacts not considered in the 1980 EIR; and Substantial changes occurred with respect to the circumstances under the project was undertaken due to the involvement of the new significant impacts not covered in the 1980 EIR; and New information of substantial importance to the project has become available. H:WORDlREDEVELPlLMORALESlURBAN DDACCENVRESO NOW, THEREFORE, the Lynwood City Council hereby resolves as follows: Section 1. The redevelopment of the Site provided for by the DDA is covered by the 1980 EIR which serves as the Final Environmental Impact Report for the entire Amendment, which Amendment constitutes the "Project". Section 2. The redevelopment of the Site provided for by the DDA was considered in the 1980 EIR as part of the Project. Section 3. The 1980 EIR was considered prior to the approval of the DDA. The Agency hereby finds: the redevelopment pursuant to the proposed DDA is within the scope of the 1980 Amendment previously approved; the effects of the redevelopment pursuant to the proposed Final Environmental Impact Report together with all other development. All feasible mitigation measures and alternatives developed in the previous Final Environmental Impact Report for the Project are incorporated in this Development. No new information of substantial importance to the Project has become available. The final Environmental Impact report, therefore, is determined to be adequate to serve as the environmental impact report for the Development and satisfies all the requirements of CEQA. Section 4. Applicable mitigation measures identified in the Final Environmental Impact Report have been incorporated into this Development which mitigate any potential significant environmental impacts thereof. Section 5. The Final Impact Report incorporates certain mitigation measures which are to mitigate or avoid significant effects on the environment, and the Agency hereby adopts the following program for reporting and monitoring the implementation of such mitigation measures pursuant to Public Resources Code Section 21081.6: A. The Developer selected by the Agency shall enter into an Agreement with the Agency to submit all plans and specifications for the Development to the Agency for its approval, at which time the Agency shall review the plans and specifications for compliance with such mitigation measures as are the responsibility of the Developer; B. The Agency shall comply with all requirements of the City of Lynwood (the "City") and all public agencies having jurisdiction in any demolition and construction of public works are to be constructed by the Agency; C. The Agency will report to the City Council of the City not less than annually on the implementation of the mitigation measures and make any recommendations it deems necessary to further implement said measures, such H:WORD/REDEVELPlLMORALESlURBANDDACCENVRESO ...,.. report to be included in the Agency's annual report pursuant to California Health and Safety Code Section 33089.5 and 33080.4; D. The City hereby authorizes and directs that a Notice of Determination with respect to the acquisition and development of the Site pursuant to the proposed DDA, and all other Agency actions taken in furtherance thereof, be filed. APPROVED AND ADOPTED this 2"d day of September, 2003. ATTEST: Andrea L. Hooper, City Clerk APPROVED AS TO FORM: James Casso, City Attorney FERNANDO PEDROZA, MAYOR Lorry Hempe, City Manager APPROVED AS TO CONTENT: Louis Morales, Director Redevelopment Department H:WORDlREDEVELPlLMORALES/URBANDDACCENVRESO .'--- -~. RESOLUTION NO. A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY MAKING CERTAIN ENVIRONMENTAL FINDINGS WITH RESPECT TO THE PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND RAY PATEL WHEREAS, the Lynwood Redevelopment Agency (the "Agency") wishes to consider the approval of a Disposition and Development Agreement ("DDA") by and between the Agency and Ray Patel (the "Developer") for the disposition of certain real property located on the northside of Redwood Avenue just east of State Street (the "Site"); and WHEREAS, a Project Environmental Impact Report was prepared for the 1980 Amendment to Redevelopment Project Area "A" ("1980 EIR"); and WHEREAS, the development advances the goals of the 1980 Amendment to Lynwood Redevelopment Project Area "A" ("1980 Amendment") described in the 1980 EIR which goals are to (1) arrest the decline and decay and the spread of blight throughout the project area, (2) restore and revitalize existing residential, commercial and industrial areas to viable centers serving community and regional needs, and (3) stimulate and attract private investment thereby improving the City's economic health, employment opportunities and tax base; and WHEREAS, the 1980 EIR addresses the environmental impacts of the development pursuant to the proposed DDA; and WHEREAS, the Agency has prepared an Initial Study and found and determined that a subsequent EIR is not needed because none of the following condition of Section 15162 of Guidelines for the Implementation of the California Environmental Quality Act ("CEQA Guidelines") has occurred: Subsequent changes are proposed in the project which will require important revisions to the 1980 EIR due to the involvement of new significant impacts not considered in the 1980 EIR; and Substantial changes occurred with respect to the circumstances under the project was undertaken due to the involvement of the new significant impacts not covered in the 1980 EIR; and New information of substantial importance to the project has become available. H:WORD/REDEVELP/LMORALESlU RBAN DDACCE NV RESO NOW, THEREFORE, the Lynwood Redevelopment Agency hereby resolves as follows: Section 1. The redevelopment of the Site provided for by the DDA is covered by the 1980 EIR which serves as the Final Environmental Impact Report for the entire Amendment, which Amendment constitutes the "Project". Section 2. The redevelopment of the Site provided for by the DDA was considered in the 1980 EIR as part of the Project. Section 3. The 1980 EIR was considered prior to the approval of the DDA. The Agency hereby finds: the redevelopment pursuant to the proposed DDA is within the scope of the 1980 Amendment previously approved; the effects of the redevelopment pursuant to the proposed Final Environmental Impact Report together with all other development. All feasible mitigation measures and alternatives developed in the previous Final Environmental Impact Report for the Project are incorporated in this Development. No new information of substantial importance to the Project has become available. The final Environmental Impact report, therefore, is determined to be adequate to serve as the environmental impact report for the Development and satisfies all the requirements of CEQA. Section 4. Applicable mitigation measures identified in the Final Environmental Impact Report have been incorporated into this Development which mitigate any potential significant environmental impacts thereof. Section 5. The Final Impact Report incorporates certain mitigation measures which are to mitigate or avoid significant effects on the environment, and the Agency hereby adopts the following program for reporting and monitoring the implementation of such mitigation measures pursuant to Public Resources Code Section 21081.6: A. The Developer selected by the Agency shall enter into an Agreement with the Agency to submit all plans and specifications for the Development to the Agency for its approval, at which time the Agency shall review the plans and specifications for compliance with such mitigation measures as are the responsibility of the Developer; B. The Agency shall comply with all requirements of the City of Lynwood (the "City") and all public agencies having jurisdiction in any demolition and construction of public works are to be constructed by the Agency; C. The Agency will report to the City Council of the City not less than annually on the implementation of the mitigation measures and make any recommendations it deems necessary to further implement said measures, such H:WORD/REDEVELP/LMORALES/U RBANDDACCENVRESO ~.,. report to be included in the Agency's annual report pursuant to California Health and Safety Code Section 33089.5 and 33080.4; D. The City hereby authorizes and directs that a Notice of Determination with respect to the acquisition and development of the Site pursuant to the proposed DDA, and all other Agency actions taken in furtherance thereof, be filed. APPROVED AND ADOPTED this 2"d day of September, 2003. ATTEST: Andrea L. Hooper, Secretary APPROVED AS TO FORM James Casso, Agency Counsel FERNANDO PEDROZA, CHAIRMAN Lorry Hempe, Executive Director APPROVED AS TO CONTENT: Louis Morales, Deputy Executive Director H:WORD/REDEVELP/LMORALES/URBANDDACCENVRESO ,~.. DATE: AUGiJST I, 2003 TO: HONORABLE CHAIRMAN AND AG ;CY BOARD MEMBERS FROM: IRIS PYGATT, CITY TREASURER r 1 SUBJECT: INVESTMENT POLICY: LYNWOOD REDEVELOPMENT AGENCY INTRODUCTION: The investment policies and practices of the City of Lynwood are based on state laws and principles of prudent money management. This statement is intended to provide guidelines for the prudent investment of the City's temporarily idle and surplus cash, while meeting the short and long-term cash flow demands of the City, and it is submitted annually for City review. The primary goals of these policies are: 1, To assure compliance with all federal, state, and local laws governing the investment of Monies under the control of the City Treasurer. 2. To protect the principal and asset holdings of the City's portfolio. 3. To generate the maximum amount of investment income within the parameters of these Investment policies and guidelines for suitable investments. 4, To ensure that adequate liquidity is provided for the prompt and efficient handling of City disbursements, POLICY: Annually, in accordance with California Government Code (CGC) Section 53646, the Treasurer will render to the City Council a Statement of Investment Policy for consideration and approval at a public meeting. Any investments currently held at that time that does not meet the guidelines of this policy, as charged from time to time by the City Council, shall be exempt from the requirements of this policy. However, at the investment maturity or liquidation, such funds shall be reinvested only as provided by this policy, which offer guidance to brokers and any external investment advisors on the investment of City funds. This investment policy applies to all investment activities of the City, except for the Employees Retirement and Deferred Compensation Funds are excluded because it is separately managed by a third party administrator. This policy applies to all City funds, except for bond proceeds that are managed by trustees. Trustees must comply with the provisions of bonds indenture agreements. AGEL~IDA ITEM ~-~, SCOPE: Policy statements outlined in this document apply to the City's pooled funds, as well as other financial assets under the City Treasurer's control unless exempted by resolution or by statue. These funds are accounted for in the City of Lynwood Comprehensive Annual Financial Report and include: 3.1 Fund: 3.1.1 General Fund 3.1.2 Special Revenue Funds 3.1.3 Capital Project Funds 3.1.4 Enterprise Funds 3.1.5 Trust and Agency Funds 3.1.6 Retirement Pension Funds 3.1.7 Internal Service Funds PRUDENCE: The standard of prudence to be used by investment officials shall be the "prudent investor" standard (CGC Section 53600.3) and shall be applied in the context of managing an overall portfolio which states that: "Investments shall be made with judgement and care, under circumstances then prevailing, which persons of prudence, discretion, and intelligent exercise in the management of (heir own affairs, not for speculation, buf for investment, considering the probable income fo be derived" at the time of purchase, it is the City's intent to hold all investments until maturity to ensure the return of all invested principal. However, it is recognized that market prices of securities will vary depending on economic and interest rate condition at any point in time. The City Treasurer, and other individuals who maybe designated to manage the City's investment portfolio, when acting within the intent and scope of this investment policy and other authorized written procedures, and when exercising due diligence, are relieved of personal liability for the individuals security's credit risk or market price change of a security or other investment, provided that deviations from expectations are reported to the City of Lynwood in a timely manner and that appropriate action is taken to mitigate unforeseen adverse conditions. 2 --~•. GOALS AND OBJECTIVES: Within the overriding requirement of compliance with all Federal, State and local laws governing the investment of moneys under the control of the Treasurer, and as specified in the (CGC Section 53600.5), when investing, reinvesting, purchasing, acquiring, exchanging, selling and managing public funds. Taking into account the City's daily and periodic cash-flow needs, the City desires to invest all temporarily idle funds at a close to 100% as is reasonable possible. The Major portion of the City's investment portfolio will consist of investment securities having maturates of one year or less. Longer term maturates are authorized, but may not generally exceed 15 % of the investment portfolio. The basis goal of the City's investment policy is to ensure safety and availability of temporarily idle funds when they are needed. The primary objectives, in priority order, of the investment activities shall be: a) Safety: Safety of principal is the foremost objective of the investment program. Each investment transaction must seek to ensure that capital losses are avoided, whether from securities default, broker-dealer default, or erosion of market value. The City will endeavor to preserve principal by mitigating both credit risk and market risk, as specified below. Credit risk, which is defined as the risk of loss due to insolvency or other failure of the issuer of a security, must be mitigated by purchasing investment grade securities and by diversifying the investment portfolio so that the failure of any one issuer does not unduly harm the City's capital base and cash flow. Market risk, which is defined as market value fluctuations, must be mitigated by limiting the average maturity of the City's investment portfolio to one year, limiting the maximum maturity of anyone security to one year, structuring the portfolio to take into account historic and current cash flow analysis, eliminating the need to sell securities for the sole purpose of short term speculation, b) Liquidity: Because the City operates its own water utility and bills monthly for utility services, cash flow is generated on a daily basis. Historical cash flow trends must be compared to current cash flow requirements on an ongoing basis to ensure that the City's investment portfolio will remain sufficiently liquid to enable the City to meet all reasonable anticipated operating requirements. c) Return on the Investment: The investment portfolio shall be designed and managed with the objective of attaining a benchmark rate of return throughout budgetary and economic 3 cycles, taking into account the investment objectives, authorized investments and the cash flow needs of the City. DELEGATION OF AUTHORITY: In accordance with Section 53607 of the Government Code, the City of Lynwood management responsibility for the investment program is hereby delegated to the Treasurer, who shall be responsible for all transactions undertaken and shall establish a system of control to regulate the activities of subordinate officials, and their procedures in the absence of the Treasurer. Under the ,provision of CGC Section 53600.3, the Treasurer is a trustee and a fiduciary subject to the prudent investor standard, The City may delegate to the City Treasurer the authority to invest or reinvest City funds for aone-year period. The Treasurer may delegate all, or a portion of his/her investment authority to a Deputy City Treasurer. Prior to the delegation of the investment authority to a Deputy City Treasurer, the Treasurer shall notify the City Council and request confirmation of the delegation. Delegation of investment authority will not remove or abridge the Treasurer's investment responsibility. INVESTMENT PROCEDURES: The Treasurer shall establish written investment policy procedures for the operation of the investment program consistent with this policy. The procedures should include reference to: safekeeping, wire transfer agreements, banking service contracts and collateral/depository agreements. Such procedures shall include explicit delegation of authority to persons responsible for investment transactions. No person may engage in an investment transaction except as provided under the terms of this policy and the procedures established by the Treasurer. ETHICS: Elected officials, City officers and employees and any other individual involved in the investment operations are prohibited from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions, or which could give the appearance thereof Furthermore, these same individual shall disclose any material financial interests in financial institutions that conduct business within their jurisdiction, and they shall further disclose any large personal financial/investment positions that could be related to the performance of the City. QUALIFIED DEALERS AND INSTITUTIONS: The City may transact business only with banks, savings and loans associations, and registered investment dealers. Any investments other than those purchased directly from an issuer must be 4 l~ /Aq purchased from (i) an individual or entity licensed by the State as abroker-dealer, as defined in Section 25004 of the Corporations Code, and which is a member of the National Association of Securities Dealers, or (ii) from a member of afederally-regulated securities exchange, or (iii) a national or state- chartedbank; or (iv) a federal or state association (as defined by Section 5102 of the Financial Code). Or (v) a brokerage firm designated as a primary government dealer by the Federal Reserve Bank. The City Treasurer must investigate and evaluate all financial institutions that desire to do business with the City in order to determine whether they are adequately capitalized, whether they make markets in securities that are appropriate to the City's needs, and whether they will agree to abide by the conditions and limitations set forth in the City's investment policy. This maybe accomplished by the following: a financial institution tQ_complete and return an appropriate questionnaire, audited financial statements, proof of National Association of Security Dealers certification. AUTHORIZED AND SUITABLE INVESTMENTS: General, investments must be made in accordance with the "prudent investor rule" that is cited under the heading "Prudence." The City is subject to California Government Code, Sections 53600 et seq. Within the context of these limitations, the following investments are authorized, subject to the restrictions noted below: A. United States treasury bills, notes, and bonds, or similar instruments for which the full faith and credit of the United States is pledged for payment of principal and interest. There is no limitation on the percentage of the City's surplus funds that can be invested in these instruments. The maximum maturity period may not exceed 5 years, B. Obligation issued by banks for cooperatives, Federal land banks, federal intermediate credit banks, the Federal Home Loan Board (FHLB), and the Federal National Mortgage Association (FNMA). Although there is no percentage limitation on investments in these obligations, the "prudent investor rule" applies to obligations issued by any of these agencies, because U.S. Government backing is implied rather than guaranteed. C. Commercial paper rated "PI°' by Moody's Investor Services and "AL+" by Standard & Poor, and issued by a domestic corporation having assets in excess of $500,000,000 and having an "AA" or better rating on its long-term debt as determined by Moody's or by Standard and Poor. The purchase of eligible commercial paper may not exceed 180 days maturity nor represent more than 1 0% of the outstanding paper of an issuing corporation. The purchase of commercial paper not to exceed 15% of the City's surplus funds. D. Negotiable certificates of deposit issued by a national or state-charted bank or a state or federal saving and loan association. Negotiable certificates of deposit may not exceed 30% of The City's total portfolio. Certificates purchased from a bank may not exceed the shareholder's equity in the bank. Certificates over $500,000 purchased from savings and loan association may not exceed the net worth of the association. A maturity limitation of 5 years is applicable. E. State of California Local Agency Investment Fund (LAIF) is permitted, with the knowledge that the fund may invest in some vehicles allowed by statue but not otherwise authorized by the City Council in this (SIP). The Treasurer shall obtain from the State treasurer, no less than quarterly reports providing sufficient detail to adequately judge the risk inherent in the LAIF portfolio, and shall inform the City Council immediately of any risk noted that may warrant reconsideration of this investment vehicle. (Limits: Maximum concentration $30 million combined limit for all accounts.) F. Investment in new Government sponsored pools will be subject to due diligence. A thorough investigation of the pool is required prior to investing, and on a continual basis. G. Funds held under the terms of a Trust Indenture or other contract or debt issuance agreement may be invested according to the provisions of those indentures agreements. H. The City may invest in non-negotiable time deposits that are collateralized as required by the California Government Code, and that are maintained in banks and savings and loans associations that meet the requirement for accepting deposits of public funds. Because time deposits are not liquid, no more than 25% of the City's temporarily idle funds may be invested in this category. I. Medium term corporate notes with a maximum maturity of 5 years my be purchased Securities eligible for investment must be rated AA or better by Moody's or Standard & Poor's rating services. Medium term notes may not exceed 305 of the market value of the City's portfolio, and not more than 15% of the market value of the portfolio may be invested in notes issued by anyone corporation. Commercial paper holdings must be included when calculating this 15% limitation. PROHIBITED INVESTMENTS: The City Treasurer is prohibited from the following: a) Corporate share of stocks, corporate bonds and reverse purchase agreements. b) Borrowing for investment purposes ("Leverage") is prohibited. c) Buying or selling securities "on Margin" is prohibited. d) Investing in any instrument, which is commonly known as a "derivative" instrument (options, Futures, swap, caps, floors, collars, U.S. Treasury strips, interest only bonds, interest only strips derived from mortgage pools), or any investment that may result in a zero interest accrual, even if held to maturity, is prohibited. e) Under the provision of CGC Sections 53601.6 and 53631.5, the City shall not invest any funds covered by this SIP in instruments known as Structured Notes (e.g. inverse floaters, leverage Floaters, structured CD's range notes, equity-linked securities). Any such investment are 6 Prohibited. f) Trading securities for the sole purpose of speculating on the future direction of interest rates is prohibited. COLLATERAL REQUIREMENTS: - Collateral is required for investments in certificates of deposit and repurchases agreements. In order to reduce market risk and provide a level of security for all funds, the collateralization level will be (102%) 0 market value of principal and accrued interest. In conformity with the provisions of the Federal Bankruptcy Code that provide for the liquidation of securities held as collateral, the only securities acceptable as collateral are certificates of deposit, commercial paper, eligible bankers acceptances, and medium term notes or securities that are the direct obligation of, or are fully guaranteed as to principal and interest by, the United States or any City of the United States. Collateral will always beheld by an independent third parry with whom the City has a current custodial agreement. The right of collateral substitution is granted. DIVERSIFICATION: The Treasurer shall maintain a diversified portfolio to minimize the risk of loss resulting from over concentration of assets in a specific maturity, issuer, or security type. With the exception of U. S. Treasury securities and authorized pools, no more than 50% of the City's total investment portfolio will be invested in a single security type or with a single financial institution. MAXIMUM MATURITIES: Every effort will be made to match investment maturities to cash flow needs. Matching maturities with cash flow dates will reduce the need to sell securities prior to maturity, thus reducing the market risk. Unless matched to a specific cash flow, the portfolio will not directly invest in securities maturing more than one year or less from the date of purchase (excluding LAIF). Reserve funds maybe invested in securities exceeding one year if the maturity of such investments is made to coincide as nearly as practicable with the expected use of the funds. No portion of the portfolio may exceed five years. INTERNAL CONTROL: 7 Internal policies and procedures shall be developed to assure that appropriate controls are in place to document and confirm all transactions. The Treasurer shall recommend establishing an annual process of independent review by an external auditor. This review will provide internal control by assuring compliance with policies and procedures. PERFORMANCE STANDARDS: The investment portfolio shall be designed with the objective of obtaining a rate of return throughout budgetary and economic cycles, commensurate with investment risk constraints and cash flow needs a) Investment Strategy: The Portfolio's basis investment strategy is to buy and hold investments until maturity. However, the Treasurer may sell a security due to adverse changes in credit risk or due to unexpected cash flow needs. b) Market Yield (Benchmark): Market average will be determined by year-end average rates of return from a combination of indices: Local Agency Investment Fund (LAIF), 3-month and 6- month Treasury Bills. REPORTING: In compliance with Government Code Sections 53607 and 53646, the Treasurer shall provide the City Council quarterly investment reports which provide a clear picture of the status of the current investment portfolio. The management report should provide a condensed summary of the most important information in the report, plus a detailed report covering the following elements: 1. A listing of individual securities held at the end of the reporting period by authorized investment category. 2. Average life and final maturity of all investments listed. 3. Coupon, discount or earnings rate. 4. Par value, Amortized Book Value and Market Value. 5. Percentage of the Portfolio represented by each investment category. INVESTMENT POLICY ADOPTION: The Treasurer shall annually render to the City Council a Statement of Investment policy as required in Section 53646(a) of the Government Code. The City's investment policy shall be adopted by resolution of the City Council and shall be reviewed annually, any modification made thereto must be approved by the legislative body. 8 Glossary Active Deposits. Funds which are immediately required for disbursement. Active investment management. An investment strategy that involves the active trading of securities in an attempt to earn above-average returns on a portfolio. Active investment management requires frequent monitoring of financial markets. Agency. A debt security issued by a federal or federally sponsored agency. Federal agencies are backed by the full faith and credit of the U.S. Government. Federally sponsored agencies (FSAs) are backed by each particular agency with a market perception that there is an implicit government guarantee. An example of federal agency is the Government National Mortgage Association (GNMA). An example of an FSA is the Federal National Mortgage Association (FNMA). Arbitrage. Generally, transactions by which securities are bought and sold in different markets at the same time for the sake of the profit arising from a difference in prices in the two markets. Bankers' Acceptances (BA's). Time drafts or bills of exchange that are accepted payment by banks engaged in the financing of international trade. BA's finance the importation, exportation, shipment or storage of foreign and domestic goods. BA's are usually backed by documentation such as invoices, bills of lading, or warehouse receipts. Upon acceptance by a bank-, a BA becomes an irrevocable and unconditional obligation of the accepting bank, while it is also an obligation of the drawer as well as any endorser thereof. Basis point. By common agreement, 0.01% of yield on a fixed income security (1/100 of 1 %). Bond Equivalent Yield (BEY)a An annual yield, expressed as a percentage, describing the rectum provided to bond holders. A bond equivalent yield is double simple interest, semiannual yield. Since Treasury and agency notes and bonds pay interest semiannually, the bond equivalent yield is a way to compare yields from discount securities, such as Treasury bills and bankers' acceptances with yields available from coupon securities. From that usage, this yield measure is also known as the coupon yield equivalent, For securities that pay daily, monthly or quarterly interest, the bond equivalent yield understates the benefits obtained from the compounding of those investments. Book-entry clearance. A system for the transfer of ownership of securities through entries on the records of a centralized agency. The centralized agency holds securities on behalf of their owners; A4ien the securities are sold, ownership is transferred by bookkeeping entry from the seller to the purchaser. In the case of U.S government, securities, securities certificates are not issued, and ownership of the securities is evidenced in computer records maintained by the Federal Reserve System. For other types of securities, book entry clearance is made available through linked or interfaced systems maintained by four securities depositories, which hold securities and act on behalf of their participants. Book-entry security. A security which is not available to purchasers in physical form. Such a security may be held either as a computer entry on the records of a central holder (as is the case with U.S. certain government securities) or in the form of a single, global certificate. 9 Book value. The value at which a security is carried on the inventory lists or other financial records of an investor. This value may be the original cost of acquisition of the security, or original cost adjusted by the amortization of a premium, or accretion of a discount. The book value may differ significantly from the security's current value in the market. Broker. A broker brings buyers and sellers together for a commission paid by the initiator of the transaction or by both sides; he does not position or take ownership of the security. Certificate of Deposit (CD). A deposit of funds, in a bank or savings and loan association, for a specified term that earns interest at a specified rate or rate formula. Collateralization. Process by which a borrower pledges securities, property or other deposits for the purpose of securing the repayment of a loan and/or security. Commercial Paper. Unsecured short-term promissory notes issued by corporations, with maturities ranging from 2 to 270 days. Maybe sold on a discount basis or may bear interest. Firms with lower ratings or without well known names usually back their commercial paper with guarantees or bank letters of credit. Coupon rate. Interest rate, expressed as a percent4ge of par or face value, that issuer promises to pay over lifetime of debt security. Credit Risk. The risk to an investor that an issuer will default in the payment of interest and/or principal on a security. Current Yield (Current Return). A measure of the simple interest annual yield for interest-bearing investments with maturities of one year or more. To calculate the current yield, the annual coupon interest income is divided by the amount paid to acquire the investment. It is important to note that the current yield is only accurate for investments purchased at par. The current yield calculation includes just one income cash flow. the annual interest income. It ignores the profit or loss resulting from discounts and premiums. Custody. The service of an organization, usually a financial institution, of holding (and reporting) a customer's securities for safekeeping. The financial institution is known as the custodian. Dealer. An individual or firm who, as a matter of regular business, purchases or sells securities for his account and risk. Delivery versus payment (DVP). A settlement procedures where payment for a securities purchase is made simultaneously with the transfer of the purchased securities. The same procedure applies for a securities sale; the securities are transferred as payment is made. Derivative instrument. A security that derives its value from an underlying asset, group of assets, reference rate, or an index value. Some derivative instruments can be highly volatile and result in a loss of principal in changing interest rate environments. 10 Discount. The amount by which a bond sells under its par (face) value. Discount securities. Securities that do not pay periodic interest. Investors earn the difference between the discount issue price and the full face value paid at maturity. Treasury bills, bankers' acceptances and most commercial paper are issued at a discount. Diversification. Dividing investment funds among a variety of securities, offering independent returns, to reduce risk inherent in particular securities. Effective Annual Yield. A seldom used expression to refer to the yield on an investment expressed on a compound interest basis. Fed Wire. Computerized network linking the Fed with its district banks, member banks, and primary dealers in government securities. Federal Agency Securities. A variety of securities issued by several Federally sponsored agencies. Some are issued on a discount basis and some are issued with coupons. Several have the full faith and credit guarantee of the U.S. government, although others do not. Federal Deposit Insurance Corporation (FDIC). A federal agency that insures bank deposits, Currently up to $ 100,000 per deposit. Federal funds (Fed Funds). Funds placed in Federal Reserve banks by depository institutions in excess of current reserve requirements. These depository institutions may lend fed funds to each other overnight or on a longer basis. They may also transfer funds among each other on a same-day basis through the Federal Reserve banking system. Fed funds are considered to be immediately available funds. Fed Funds Rate -Interest rate charged by one institution lending federal funds to another. Floater. A floating rate security with an interest rate that resets at specified intervals according to an underlying index, such as LIBOR (the London Interbank Offered Rate), and is based on a predetermined formula. The value of a floater will fluctuate as interest rates change and therefore can be very volatile. Inactive deposits. Funds not immediately needed to disbursement. Interest rate risk. The risk associated ), with declines or rises in interest rates which cause an investment in affixed-income security to increase or decrease in value. Inverse floater. A security that reacts inversely to the direction of interest rates. These securities can be very volatile and can lose value in a rising interest-rate environment. Leverage. An attempt to increase the rate of return on an investment by buying securities on margin or using borrowed funds for investment purposes. This practice can be risky if interest rates rise or if investment yields are lower than expected. 11 ,,r..,, ~-~. Liquidity. The quality of an asset that permits it to be converted quickly into cash without a significant loss of value. Local Agency Investment Fund (LA1F). A special fund in the State Treasury which local agencies may use to deposit funds for investment and for reinvestment. There is no minimum investment period and the minimum transaction is $5,000, in multiples of $1,000 above that, with a maximum of $20 million for any agency. It offers high liquidity because deposits can be converted to cash in 24 hours and no interest is lost. All interest is distributed to those agencies participating on a proportionate share determined by the amounts deposited and the length of time they are I deposited. Interest is paid quarterly via a check, warrant, or direct deposit to the agency's State !Pooled Fund account. The State keeps an amount for reasonable costs of making the investments, not to exceed 1 /4 of a percent of the earnings. Marketability. The measure of ease with which a security can be sold in the secondary market. Mark-to-Market. The practice of valuing a security of portfolio according to its market value, rather than its cost or book value. Market Rate of Return. The average yield of the 3-month U.S. Treasury Bill or other index that closely, matches the average maturity of the portfolio. Market Value. The price at which the security is trading and could presumably be purchased or sold. Maturity Date. The specified day on which the issuer of a debt security is obligated to repay the principal amount, or face value of, a security. Money Market Mutual Fund. Mutual funds that invest solely in money market instruments (short- term debt instruments, such as Treasury bills, commercial paper, bankers' acceptances, repos and federal funds). Mutual Fund. An investment company that pools money and can invest in a variety of securities, including fixed-income securities and money market instruments. Mutual funds are regulated by the Investment Company Act of 1940 and must abide by the following Securities and Exchange Commission (SEC) disclosure guidelines. Negotiable. Salable. Par. Face value or principal value of a bond, typically $1,000 per bond. Passive investment management. An investment strategy where securities are bought with the intention of holding them to maturity or investments in benchmark products designed to yield a market rate of return. Principal. The face amount or par value of a debt instrument. 12 Primary Dealer. A small group of large banks and brokers that have pledged to make a market for any Treasury securities at any time. The are required to report their inventory positions and volume of activities to the Federal Reserve. Because of this, they are given the right to deal directly with the Federal Reserve in their daily operations. Prudent Investor Standard. A standard of conduct where a person acts with care, skill, prudence, and diligence when investing; reinvesting, purchasing, acquiring, exchanging, selling and managing funds. The test of whether the standard is being met is if a prudent person acting in a similar situation would engage in similar conduct to ensure that investments safeguard principal and maintain liquidity. Rate of return. The amount of income received from an investment, expressed as a percentage. A market rate of return is the yield that an investor can expect to receive in the current interest-rate environment utilizing abut'-and-hold to maturity investment strategy. Public Securities Association. The bond market trade association, which publishes a Master Repurchase Agreement that is widely accepted as the industry standard. Rating. Judgment of creditworthiness of an issuer made by an accepted rating service. Repurchase Agreement (Repo). A form of secured, short-term borrowing in which a security is sold with a simultaneous agreement to buy it back from the purchaser at a future date. A master repurchase agreement is a written contract governing all future transactions between the parties and seeks to establish each party's rights in the transaction. Reverse Repurchase Agreement. A form of secured, short-term investment in which a security is purchased with a simultaneous agreement to sell it back to the seller at a future date. Safekeeping. A procedure where securities are held by a third party acting as custodian for a fee. Secondary Market, Markets for the purchase and sale of any previously issued financial instrument. The first sale of a financial instrument by the original issuer is said to be done a Primary market. All subsequent trades are said to be secondary market. Securities Investors Protection Corporation (SIPC). A private corporation providing insurance to brokerage firms to cover customer accounts up to $500,000 in securities (including (100,000 in cash). Swap. The trading of one asset, or cash flows, for another. Sometimes used in active portfolio management to increase investment returns by "swapping" one type of security for another. Also used to manage risk; for example, swapping fixed interest rate payments for floating rate payments. Total return. Interest income paid on the invested principal, plus interest income earned from the successive reinvestment of that interest income, plus projected capital gains (or minus losses) on the investment, Differs from yield to maturity because (1) it can include gains or losses from sales prior to maturity, and (2) it permits the assumption of a reinvestment rate different from the yield earned on the underlying principal. 13 Treasury Bills. Short-term U.S. government non-interest bearing debt securities with maturities of no longer than one year and issued in minimum denominations of $10,000. Auctions of three- and six month bills are weekly, while auctions of one-year bills are monthly. The yields on these bills are monitored closely in the money markets for signs of interest rate trends. Treasury Notes. Intermediate U.S. government debt securities with maturities of one to 10 years and issued in denominations ranging from $ 1,000 to $1 million or more. Treasury Bonds. Long-term U.S. government debt securities with maturities often years or longer and issued in minimum denominations of $1,000. Currently, the longest outstanding maturity for such securities is 30 years. - Uniform Net Capital Rule. Securities and Exchange Commission 15C3-1 outlining capital requirements for brokers. Weighted Average Maturity (W AM). The average maturity of all the securities that comprise a portfolio. Yield. Loosely refers to the annual return on an investment expressed as a percentage on an annual basis. For interest-bearing securities, the yield is a function of the rate, the purchase price, the income that can be earned from the reinvestment of income received prior to maturity, call or sale and the time from purchase to maturity, call or sale. Different formulas or methods are used to calculate yield. See Yield to Maturity and Total Return Analysis. Yield-to-maturity. The rate of return yielded by a debt security held to maturity when both the interest payments and the investor's potential capital gain or loss are included in the calculation of the return. 14 RESOLt1TtON NO. A RESOLtTTION OF THE CITY COtJNCiL OF THE CITY OF Ll'N--'OOD APYitO-"I,ti(; "IHE TREA,IiRER'S 5TA'I~E111ElrT OF }N-'ESTAIENT POI.ICI' WHEREAS, the Lynwood City Treasurer is responsible for the City's cash flow whereby funds arc transferred from various accounts to meet operating oblibations, and WIiEREAS, the Treasurer is also responsible for the investment of idle cash, acid --~t1ERE:~S, the City Treasurer has prepared guidelines fur a prudent investment policy; and -- iIERE.~S, the pulic}~ contains certain imestment criteria, and H~}}EREAS, the basic premise of tl~e policy is to ensure the safety of funds and assure that the City ~s .:ash nc:~-ls are rnet hU--, 7 HEREI•"ONE, the Cn}• Council does herr~y find, proclaim, order and resolve as follows. Section 1 That the City l~reasurer"s Statement ut lif~c:~t;,,~nt i'olic} is iicarby appro~•ed Sertiun 2 Phis resolution shall go into etlect inun~diately upon its aduptiuu P.~SSED, :-i'YKO-~ED and ADOi'~TE:U this day of • 2003. AGENCY CHAIRMAN APPROVED AS TO FORAi. ;AGENCY COUNSEL .~T1"EST. ANDRE4~ L HOOPER SECRETARY APPRUVED AS 'TO CON'TEN'T. IRIS PYGATT Citv Treasurer