Loading...
HomeMy WebLinkAbout2009-07-07; Housing & Redevelopment Commission; 19885; Village Redevelopment Area agreementsHOUSING AND REDEVELOPMENT COMMISSION AND CITY COUNCIL 1 2 JOINT AGENDA BILL AB# MTG. DEPT. 19,885 07/07/09 HRED AGREEMENT AMENDMENTS FOR PROVISION OF STAFF SUPPORT AND PROJECT MANAGEMENT, AND REIMBURSEMENT OF RELATED COSTS FOR THE VILLAGE REDEVELOPMENT AREA DEPT. HEAD/ CITYATTY. CITY MGR. RECOMMENDED ACTION: 1. Adopt City Council Resolution No. 2009-174 APPROVING amendments to the Cooperation, Reimbursement and Repayment Agreements between the City of Carlsbad and the Carlsbad Housing and Redevelopment Commission for staff support and project management as well as reimbursement of administrative costs, and provision and repayment of financial assistance for continued implementation of incomplete or unfinished redevelopment activities/projects in the Village Redevelopment Area. 2. Adopt Housing and Redevelopment Commission Resolution No. 472 APPROVING amendments to the Cooperation, Reimbursement and Repayment Agreements between the City of Carlsbad and the Carlsbad Housing and Redevelopment Commission for staff support and project management as well as reimbursement of administrative costs, and provision and repayment of financial assistance for continued implementation of incomplete or unfinished redevelopment activities/projects in the Village Redevelopment Area. ITEM EXPLANATION: On October 16, 1979, the City Council declared a need for a Community Development Commission to implement redevelopment activities within the City of Carlsbad. The Commission was activated as the Carlsbad Housing and Redevelopment Commission, and the City Council declared itself to constitute the Commission. The City of Carlsbad and the newly created Housing and Redevelopment Commission entered into a Cooperative Agreement on February 8, 1980 for the purposes of implementing redevelopment activities. At that time, the Cooperative Agreement was specifically related to reimbursement of administrative costs and provisions of financial assistance for implementation of redevelopment activities within the Village Redevelopment Area which was established on July 21, 1981. DEPARTMENT CONTACT: Debbie Fountain 760-434-2815, debbie.fountain@carlsbadca.gov FOR CITY CLERKS USE ONLY. COMMISSION ACTION: APPROVED DENIED CONTINUED WITHDRAWN AMENDED D D D D CONTINUED TO DATE SPECIFIC D CONTINUED TO DATE UNKNOWN D RETURNED TO STAFF D OTHER - SEE MINUTES D Page 2 In July, 2000, the City Council and Housing and Redevelopment Commission took action to establish a second redevelopment area in Carlsbad, which is known as the South Carlsbad Coastal Redevelopment Area. The noted Cooperation Agreement was subsequently amended and updated in August, 2001 to include references to both the Village and South Carlsbad Coastal Redevelopment Areas. Consistent with the Cooperation Agreement, the City has been providing funding to the Agency for redevelopment activities and/or projects within the Village Area, as needed, and providing the administrative support and other resources for redevelopment activity implementation since July, 1981. The City advanced the Agency approximately $4.2 million during the period from 1976 to 1990. As of 1990, the Agency was able to adequately support the administrative and project costs with tax increment revenue with no further advances required from the City. The Agency has an outstanding obligation to repay the City for all loans with interest. In December, 2003, the City Council agreed to loan the Agency up to an additional $14.4 million for additional redevelopment projects and/or activities in the Village Area. These funds have not been expended by the Agency as of this date. However, it is important to note that this debt must be repaid in full to the City, with interest, no later than July, 2019. Payments on the previously incurred debt to the City will begin in fiscal year 2020, once the additional $14.4 million is repaid. It is anticipated at this time that the entire debt of the Agency for Village redevelopment will be paid in full as of the end of fiscal year 2034, assuming the entire $14.4 million is loaned to the Agency, a certain level of tax increment is received and it also assumes the State of California continues to take ERAF payments from the Agency. In order to adequately document the financial obligations of the Redevelopment Agency as related to the Village Area, the Council and Commission approved two additional agreements in December, 2003 - a Repayment Schedule Agreement and a Reimbursement Agreement. These two agreements documented the debt to the City, its intended redevelopment purpose and indicated the intended schedule for repayment of the debt. These documents require amendments at this time to reconfirm and update the project list and debt repayment schedule. The previously noted Cooperation Agreement is also being presented for an amendment to reconfirm the City's intent to provide administrative support and resources and initial funding to complete a number of unfinished projects and/or redevelopment activities for the Village Area over the next approximately ten (10) years. The noted amendments are necessary at this time because the Carlsbad Village Redevelopment Plan's effectiveness date will expire on July 21, 2009, but there remains a number of redevelopment activities and/or projects to be completed for the Village Area and resources need to be recommitted to allow for completion of these projects. Even though the plan is expiring, the Agency may continue to pay for previously incurred debt (including the noted $14.4 million) and enforce existing contracts or agreements. The noted agreements are existing contracts which the Agency may continue to enforce beyond July 21, 2009, and which require the City to complete the noted Village projects on behalf of the Agency and to provide the administrative support and related resources needed to complete said projects. The Agency may pay for the costs of these projects and the related staff to ensure completion, per the Agreement. The subject projects, however, must be completed and full payment of the related debt must be made no later than July 21, 2019 (no later than ten years following expiration of the plan). Page3 Staff is recommending approval of the amendments to the Cooperation, Reimbursement and Repayment Schedule Agreements to update and confirm the projects/activities to be administratively supported and implemented by the City on behalf of the Agency, but to be paid for by the Agency with future tax increment revenue. FISCAL IMPACT: The Carlsbad Redevelopment Agency currently receives approximately $3.5 million in total tax increment proceeds and other revenue for the annual operation of the existing Village Redevelopment Area, administration of contracts as well as payment of debt. A total of 20% of these revenues, or approximately $700,000, per year is set-aside for affordable housing. The remainder is used for operational costs, contract implementation and debt repayment, as appropriate. With the assumption that the City will provide up to $14.4 million in loan proceeds (as approved in 2003) to the Agency to complete redevelopment projects and/or activities over the next approximately 10 years, it is anticipated that the Agency will not entirely repay all of its debt until the end of fiscal year 2033-34. Upon its final payment, the Agency will have repaid approximately $18.6 million in principal loan payments to the City and nearly $18.9 million in interest payments. In addition to City loans, the Agency issued bonds for public improvement (capital) projects in the total amount of $15.5 million. With principal and interest payments, it is estimated that the Agency will have repaid approximately $37.3 million total in bond debt. The Agency's total bond and loan debt which is best viewed as a financial investment in the Village, therefore, will exceed $74.8 million. Additional costs to support administration and project management are also part of this investment. Although the City has agreed to loan the Agency up to $14.4 million in loan proceeds for completion of Village redevelopment projects, it is important to note that this loan of funds equates to approximately $10.2 million in actual funding available for new projects. The reason for this reduced project specific funding is related to the requirement that the loan be repaid within 10 years maximum. Therefore, some funds will need to be used to pay for operating costs, including related loan payments. In addition, with an assumption that the State will take, and continue to take, funding from the Redevelopment Agency through the Education Revenue Augmentation Fund (ERAF) payments, there is more limited revenue from the Agency to repay the loans. Therefore, the actual amount of financial capital for projects is reduced. Within the approved CIP budget for 2009-10, there is currently $1.4 million in projects to be funded through the Agency. An additional $10.2 million in new project costs are anticipated for future CIP budgets, if the City agrees to loan the Agency the funds. The past, present and future financial investment by the Redevelopment Agency has been substantial in the Village Area. However, the success has also been substantial with current assessed property values in the Village estimated at over $386 million. In 1981, the assessed property value for all properties within the Village was $45 million. The total assessed property value for Village properties has increased by approximately $341 million, or 758% since 1981. Sales tax generated in the area has also increased over time, and new hotels have been constructed which have provided additional transient occupancy tax revenue to the City. 3 Page 4 Commercial vacancy rates have declined substantially (from over 50% to 5 to 7%), and a variety of new businesses have opened through the years together with many new developments. Although there are still a number of projects to be completed before the formal "redevelopment" efforts come to an end in the Village, the information noted above provides confidence for the statement that "redevelopment efforts in the Village have been very successful to date in Carlsbad" from both a financial and blight elimination perspective. ENVIRONMENTAL IMPACT: For the purposes of environmental review, the proposed agreements represent organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. Therefore, the action is not a "project" under the California Environmental Quality Act (CEQA 15378(b)(5)). All projects listed within the (Cost) Reimbursement Agreement will require separate environmental review and approval, as stated in the agreement, and will not be approved for implementation until environmental review has been completed and mitigation measures have been adopted, as appropriate. EXHIBITS: 1. City Council Resolution No. 2009-174 approving amendments to the Cooperation, Reimbursement and Repayment Schedule Agreements between the City of Carlsbad and the Carlsbad Housing and Redevelopment Commission for costs and support services related to the Village Redevelopment Area. 2. Housing and Redevelopment Commission Resolution No. 472 approving amendments to the Cooperation, Reimbursement and Repayment Schedule Agreements between the City of Carlsbad and the Carlsbad Housing and Redevelopment Commission for costs and support services related to the Village Redevelopment Area. 3. Cooperation Agreement between City of Carlsbad and Carlsbad Housing and Redevelopment Commission. 4. Reimbursement Agreement between City of Carlsbad and Carlsbad Housing and Redevelopment Commission. 5. Repayment Schedule Agreement between City of Carlsbad and Carlsbad Housing and Redevelopment Commission. 6. Redline and Strikeout versions of amendments to Cooperation, Reimbursement and Repayment Schedule Agreements. 1 CITY COUNCIL RESOLUTION NO. 2009-174 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AMENDMENTS TO THE COOPERATION, 3 REIMBURSEMENT AND REPAYMENT SCHEDULE AGREEMENTS BETWEEN THE CITY OF CARLSBAD AND THE CARLSBAD HOUSING AND REDEVELOPMENT 4 COMMISSION FOR REIMBURSEMENT OF ADMINISTRATIVE COSTS AND PROVISION OF FINANCIAL ASSISTANCE FOR IMPLEMENTATION OF 5 REDEVELOPMENT ACTIVITIES. 6 WHEREAS, the City of Carlsbad and the Housing and Redevelopment Commission previously 7 entered into a cooperative agreement to set forth the relationships between the City and the Commission 8 which was adopted on February 8, 1980 for the purposes of implementing redevelopment activities within 9 the City of Carlsbad, including both the Village and South Carlsbad Coastal Redevelopment Areas; and, 10 WHEREAS, the City of Carlsbad and the Housing and Redevelopment Commission previously 11 entered into a reimbursement agreement and a repayment schedule agreement, approved December 2, 12 2003, for the purposes of appropriately documenting the debt of the Carlsbad Redevelopment Agency and 13 the requirements to repay said debt to the City of Carlsbad for implementation of redevelopment activities 14 within the Village Redevelopment Area; and, 15 WHEREAS, the City and the Housing and Redevelopment Commission desire to continue their 16 relationships as set forth in the previously approved Cooperative, Reimbursement and Repayment 17 Schedule Agreements for the completion of redevelopment implementation activities for the Village 18 Redevelopment Area following expiration of the effectiveness date for the Village Redevelopment Plan on 19 July 21,2009; and 20 WHEREAS, the City of Carlsbad has previously agreed, and agrees to continue, to provide the 21 Housing and Redevelopment Commission, on behalf of the Carlsbad Redevelopment Agency, access to 22 staff and other administrative services and facilities of the City, and to provide financial assistance, as 23 needed, to complete redevelopment activities and/or projects identified specifically for the Village 24 Redevelopment Area; and, 25 WHEREAS, the City of Carlsbad and Housing and Redevelopment Commission have a need to 26 amend and update their agreements as related to the establishment of an Administrative Fund with funds 27 appropriated by the City of Carlsbad as a loan to be repaid by the Housing and Redevelopment 28 , ...-. 1 2 3 4 5 6 7 9 10 11 12 Commission as funds are available for such purposes, and to establish a Revolving Fund for the purposes of depositing any loan proceeds provided by the City to the Commission for continuing redevelopment activities, and to re-establish the amount of the debt of the Commission to the City and the repayment schedule for said debt. NOW, THEREFORE, BE IT RESOLVED by the Carlsbad City Council, as follows: 1. That the above recitations are true and correct. 2. The City Council does hereby approve the amended Cooperation, Reimbursement, and Repayment Schedule Agreements between the City of Carlsbad and the Carlsbad Housing and Redevelopment Commission for the provision of staff services and facilities and/or other resources, as necessary, and to reconfirm the reimbursement of administrative costs and provision of financial assistance for continued implementation of redevelopment activities in the Village Redevelopment Area following expiration of the Village Redevelopment Plan on July 21, 2009. 3. The Mayor is hereby authorized to execute said amended Cooperation, Reimbursement and Repayment Schedule Agreements in substantially the form approved by the City Council and with prior approval by the City Attorney. 16 17 18 19 20 21 22 23 24 25 26 27 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting of the Carlsbad City Council and Carlsbad Housing and Redevelopment Commission held on the 7th day of July, 2009, by the following vote to wit: AYES: Council Members Lewis, Kulchin, Hall, Packard and Blackburn. NOES: None. ABSENT: None. 1AUDE A LEWIS, Mayor ATTEST: 1 HOUSING AND REDEVELOPMENT COMMISSION RESOLUTION NO. 472 2 A RESOLUTION OF THE HOUSING AND REDEVELOPMENT COMMISSION OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AMENDMENTS TO THE 3 COOPERATION, REIMBURSEMENT AND REPAYMENT SCHEDULE AGREEMENTS BETWEEN THE CITY OF CARLSBAD AND THE CARLSBAD HOUSING AND 4 REDEVELOPMENT COMMISSION FOR REIMBURSEMENT OF ADMINISTRATIVE COSTS AND PROVISION OF FINANCIAL ASSISTANCE FOR IMPLEMENTATION OF 5 REDEVELOPMENT ACTIVITIES. 6 WHEREAS, the City Council of the City of Carlsbad activated the Housing and Redevelopment 7 Commission on October 16, 1979 and declared itself to constitute the Commission for the purposes of 8 implementing redevelopment activities within the City of Carlsbad; and, 9 WHEREAS, the City of Carlsbad and the Housing and Redevelopment Commission previously 10 entered into a cooperative agreement to set forth the relationships between the City and the Commission 11 which was adopted on February 8,1980 for the purposes of implementing redevelopment activities within 12 the City of Carlsbad; and, 13 WHEREAS, the City of Carlsbad and the Housing and Redevelopment Commission previously 14 entered into a reimbursement agreement and a repayment schedule agreement, approved December 2, 15 2003, for the purposes of appropriately documenting the debt of the Carlsbad Redevelopment Agency and 16 the requirements to repay said debt to the City of Carlsbad for implementation of redevelopment activities 17 within the Village Redevelopment Area; and, 18 WHEREAS, the City and the Housing and Redevelopment Commission desire to continue their 19 relationships as set forth in the previously approved Cooperative, Reimbursement and Repayment 20 Schedule Agreements for the completion of redevelopment implementation activities for the Village 21 Redevelopment Area following expiration of the effectiveness date for the Village Redevelopment Plan on 22 July 21,2009; and 23 WHEREAS, pursuant to the Community Redevelopment Law and previously approved 24 Cooperative Agreement, the Housing and Redevelopment Commission is continuing to perform a public 25 function of the City of Carlsbad and may have access to staff and other administrative services and 26 facilities of the City, and may accept financial assistance from the City to complete the identified 27 redevelopment activities and/or projects for the Village Redevelopment Area; and, 28 > 1 2 3 4 5 6 7 9 10 11 12 13 14 15 16 17 WHEREAS, the City of Carlsbad and Housing and Redevelopment Commission have a need to amend and update their agreements as related to the establishment of an Administrative Fund with funds appropriated by the City of Carlsbad as a loan to be repaid as funds are available to the Housing and Redevelopment Commission for such purposes, and to establish a Revolving Fund for the purposes of depositing any loan proceeds provided by the City to the Commission for continuing redevelopment activities, and to re-establish the amount of the debt of the Commission to the City and the repayment schedule for said debt. NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Housing and Redevelopment Commission, as follows: 1. That the above recitations are true and correct. 2. The Housing and Redevelopment Commission does hereby approve the amended Cooperation, Reimbursement, and Repayment Schedule Agreements between the City of Carlsbad and the Carlsbad Housing and Redevelopment Commission for the provision of staff services and facilities and/or other resources, as necessary, and to reconfirm the reimbursement of administrative costs and provision of financial assistance for continued implementation of redevelopment activities in the Village Redevelopment Area following expiration of the Village Redevelopment Plan on July 21, 2009. 1 O 3. The Chairman of the Commission is hereby authorized to execute said amended Cooperation Reimbursement and Repayment Schedule Agreements in substantially the form approved by the 20 Housing and Redevelopment Commission and with prior approval by the City Attorney, as 21 Commission Counsel. 22 23 24 25 26 27 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting of the Carlsbad Housing and Redevelopment Commission and Carlsbad City Council held on the 7th day of July, 2009, by the following vote to wit: AYES: Commission Members Lewis, Kulchin, Hall, Packard and Blackburn. NOES: None. ABSENT: None. EXHIBIT 3 COOPERATION AGREEMENT CITY OF CARLSBAD AND CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION A COOPERATION AGREEMENT BETWEEN THE CITY OF CARLSBAD AND THE CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION FOR REIMBURSEMENT OF ADMINISTRATIVE COSTS AND PROVISION OF FINANCIAL ASSISTANCE FOR IMPLEMENTATION OF REDEVELOPMENT ACTIVITIES This AMENDED AGREEMENT is entered into as of the & ^ day o _, 2009, by and between the CITY OF CARLSBAD, a municipal corporation, (the "City") and the CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION, a body corporate and politic, (the "Commission"). RECITALS A. The City Council of the City of Carlsbad, acting pursuant to the provisions of the California Community Redevelopment Law (California Heath and Safety Code §3300, et seq.), declared a need for a Community Development Commission, by Ordinance No. 1223, and activated the Commission, as the Housing and Redevelopment Commission, on October 16, 1979. B. The City Council of the City of Carlsbad previously declared itself to constitute the Commission for purposes of implementing redevelopment activities within the City of Carlsbad. C. The City of Carlsbad and the Carlsbad Housing and Redevelopment Commission previously entered into a cooperative agreement to set forth the relationships between the City and the Commission which was adopted on February 8, 1980 for the purposes of implementing redevelopment activities within the City of Carlsbad. Cooperation Agreement Page 1 6/19/09 D. The Cooperative Agreement adopted on Februray 8, 1980, which is incorporated herein by this reference, sets forth the City-Commission relationship with respect to the implementation of redevelopment activities and shall by restated within this Agreement and apply to both the Village Redevelopment Project Area and the South Carlsbad Coastal Redevelopment Area, adopted in July, 1981 and July, 2000, respectively. E. Pursuant to and in accordance with the powers and authorization provided to public bodies in California Health and Safety Code §33000, the City and the Commission desire to continue their relationship as set forth in the previously approved Cooperative Agreement for the implementation of activities both within the Village Redevelopment Project Area, during and after plan effectiveness to complete said activities as necessary, and within the South Carlsbad Coastal Redevelopment Area whereby the City has agreed and will provide the Commission on an as-needed basis, with loan proceeds, staff and other administrative services and facilities, and make expenditures on behalf of the Commission. F. Pursuant to the Community Redevelopment Law and previously approved Cooperative Agreement, the Commission is performing a public function of the City and may have access to staff and other administrative services and facilities of the City, and may accept financial assistance from the City. G. The City and the Commission desire to amend this Cooperative Agreement at this time for the following purposes: 1. To reaffirm the City and Commission's cooperative agreement whereby the City will provide staff, services and facilities to the Commission in Cooperation Agreement Page 2 6/19/09 furtherance of the activities and functions of the Commission under the Community Redevelopment Law for the Village Redevelopment Project Area as it currently exists and for an additional approximately ten (10) years following expiration of the Village Redevelopment Plan to complete redevelopment projects and/or activities and for the South Carlsbad Coastal Redevelopment Project Area for the remaining life of the project. 2. To reaffirm that the Commission will reimburse the City for actions undertaken and all costs and expenses incurred by it for and on behalf of the Commission, and will repay loans advanced to the Commission, according to applicable Community Redevelopment Law, for the Village Redevelopment Project Area as it currently exists and for an additional approximately ten (10) years following expiration of the Village Redevelopment Plan to complete redevelopment projects and/or activities as appropriate, and for the South Carlsbad Coastal Redevelopment Area for the remaining life of the project, and subject to the terms of any subsequent loan agreements. 3. To establish Administrative Funds for operation and support of the existing Village Redevelopment Project Area and for projects/activities implemented pursuant to approved contracts and/or agreements following expiration of the effectiveness date for the Village Redevelopment Plan as well as for operation and support of the South Carlsbad Coastal Redevelopment Project Area, as appropriate, with funds appropriated by the City Council to the Commission as a loan to be repaid as funds are available to the Commission for such purpose, and to establish a Revolving Fund for the purposes of depositing any loan proceeds provided by the City to the Commission. These Funds are to be established by the City and held in the City Treasury. Cooperation Agreement Page 3 6/19/09 SECTION 1. PURPOSE OF CITY ASSISTANCE Upon the written request of the Commission's Executive Director, and as authorized by the Commission, the City agrees to loan to the Commission an amount equal to those costs incurred by the Commission in connection with the preparation and implementation of redevelopment plans and related projects and/or activities pursuant to the Community Redevelopment Law; which costs include, but shall not be limited to: the costs of surveys, planning, studies, and environmental assessments for the adoption of a redevelopment plan; the costs of acquisition of properties acquired, building and site preparation; public improvements; relocation assistance to displaced residential and nonresidential occupants as required by law; financial assistance provided to developers; and, other costs incurred by the Commission in increasing, improving and preserving the City's supply of low and moderate income housing availability at affordable housing costs both inside and outside redevelopment project areas, in accordance with Health and Safety Code Section 33334.2 et seq. SECTION 2. FORM OF CITY ASSISTANCE The City's assistance may take the form of: a) provision of services (through City employees, officers and/or special consultants), supplies, or facilities to the Commission, b) expenditure of City funds by the City on behalf of the Commission, and/or c) the loan of City funds to the Commission, or any combination thereof as determined and authorized by the City, and accepted by the Commission. In order to implement the loan of City funds to the Commission for services, facilities and other redevelopment purposes, the City will establish a community redevelopment agency Administrative Fund pursuant to California Health and Safety Code Sections 33610- 33615, and a redevelopment Revolving Fund pursuant to California Health and Safety Cooperation Agreement Page 4 6/19/09 Code Sections 33620-33626 in which such loan proceeds shall be deposited. The aggregate amount of such City assistance, (including the provision of services, the cost of which shall be determined by the City) will be paid to the Commission as requested by the Executive Director and shall be repaid to the City as further described in Section 4 of this Agreement. SECTION 3. INDEBTEDNESS CREATED The obligations of the Commission under this Agreement, whether to repay funds advanced or to reimburse the City for services rendered or expenditures made on the Commission's behalf, shall constitute an indebtedness of the Commission within the meaning of California Health and Safety Code §33000, et seq. for the South Carlsbad Coastal Redevelopment Project Area. The debt of the South Carlsbad Coastal Redevelopment Project Area will be due and payable by the Commission in accordance with the terms of this Agreement. The debt of the Village Redevelopment Project Area will be repaid according to a separate loan agreement, or agreements, to be approved separately. SECTION 4. REPAYMENT OF DEBT The Commission agrees to repay the City for all assistance rendered hereunder. On the basis of procedures to be established by the City Manager, the City shall compute the costs of the services and facilities provided hereunder, the amount of funds expended on the Commission's behalf and/or advanced to the Commission for services and facilities provided. Such costs and expended funds shall include a proration of the City's administrative and salary expense attributable to the rendition of services by City officials, employees and departments on behalf of the Commission, provided, however, that no City officer or employee shall be paid extra compensation for Cooperation Agreement PageS 6/19/09 any work performed for the Commission unless such compensation is expressly authorized and provided by the City Council. SECTION 5. TERMS OF REPAYMENT The Commission agrees to repay the City together with accrued interest calculated at a variable rate based upon the annual average rate of return earned on the City's investment portfolio as determined by the City's Treasurer, compounded annually, and to the extent that the Commission has funds available pursuant to California Health and Safety Code Section 33670 or from other sources, which are not otherwise needed to carry out the Commission's redevelopment projects. Interest shall be calculated annually by the City for the Commission. The parties agree, however, that the indebtedness of the Commission to the City created by this Agreement is subordinate to any pledge of tax increments made in connection with the issuance and sale of bonds which are or may be issued by the Commission or another public entity under contract with the Commission. SECTION 6. INCLUSION IN INSURANCE POLICY The City agrees to include the Commission within the terms of the City's insurance policy at a rate similar to charges made to other departments/districts of the City. SECTION 7. REMEDIES If either party defaults with regard to any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within ninety (90) days after service of notice of default, or if the default is not commenced to be cured within thirty (30) days after service of the notice of default and is not cured promptly within a Cooperation Agreement Page 6 6/19/09 reasonable period of time after commencement, the defaulting party shall be liable to the other party for damages caused by such default. SECTION 8. PRIOR AGREEMENTS This Agreement constitutes the entire Agreement between the parties pertaining to the subject matter contained herein, and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. SECTION 9. SEVERABILITY The provisions of this Agreement are severable. If any portion of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unless amended or modified by the mutual consent of the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. APPROVED AS TO FORM: RONALD R. BALL City Attorney APPROVED AS TO FORM: Mayor CARLSBAD HOUSING AND REDEVELOPMEMT COMMISSION A Body/C"ox5jiJrate and Politic/ RONALD R. BALL Attorney to the Commission By: LORRAIN CityCderk OOD o / ESTABLISHED \f '". Cooperation Agreement 11 ll= Pa§e7 •. 1970 ; Z 6/19/09 \*''"- •••'"*/ EXHIBIT 4 REIMBURSEMENT AGREEMENT CITY OF CARLSBAD AND CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION REIMBURSEMENT AGREEMENT (Public Improvements) (Community Redevelopment Law Section 33445) This AMENDED REIMBURSEMENT AGREEMENT ("Agreement") is entered into by and between the CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION ("Commission"), a body corporate and politic, and the City of Carlsbad, a municipal corporation ("City") as of the P"" day of £XujU* 2009. RECITALS A. The City Council of the City of Carlsbad ("City Council"), acting pursuant to the provisions of the California Community Redevelopment Law (California Health and Safety Code Section 33300, et seq.) ("CRL.,"), declared a need for a Community Development Commission, by Ordinance No. 1223, and activated the Commission, as the Housing and Redevelopment Commission, on October 16,1979. B. The City Council previously declared itself to constitute the Commission for the purposes of implementing redevelopment activities within the City of Carlsbad. C. The Commission is engaged in activities necessary to execute and implement the development Plan for the Village Redevelopment Project Area ("Project Area"), which includes continued implementation of unfinished/incomplete redevelopment projects and program as of the Village Redevelopment Plan effectiveness expiration date of July 21, 2009. D. Pursuant to Section 33445(a) of the CRL, the Commission may, with the consent of the City Council, pay all or part of the value of the land for and the cost of the installation and construction of any building, facility, structure, or other improvements which is publicly owned either within or outside a project area, if the City Council makes certain determinations and appropriate environmental review has been completed for each project. E. Further, pursuant to Section 33445(c) of the CRL, when the value of the land or the cost of the installation and construction of the building, facility, structure or other improvement, or both, has been, or will be, paid or provided for initially by the City, the Commission may enter into a contract with the City under which the Commission agrees to reimburse the City for all or part of the value of the land or all or a part of the cost of the building, facility, structure, or other improvement, or both. F. Pursuant to Section 33678 of the CRL, the Commission may pay for employee or contractual services of the City if the services are directly related to the purposes of redevelopment, as set forth in Sections 33020 and 33021 of the CRL, and primarily benefit the Project Area ("Redevelopment Activity Costs"). G. The City Council has determined that it is in the best interests of the City and for the common benefit of citizens residing in the City to provide for, among other things, the reimbursement to the City for the following: (1) Redevelopment Activity Costs, and (2) the value of the land for and the cost of the installation and construction of any building, facility, structure, or other improvements which is publicly owned either within or outside the Project Area ("Development Costs"), specifically including, but not limited to the Redevelopment Activity Costs and the Development Costs in connection with the acquisition and construction of certain improvements, as more specifically described in Section No. 1 below REIMBURSEMENT AGREEMENT Page 1 of 6 (the "Project"). Redevelopment Activity Costs and Development Costs shall collectively be referred to herein as the "Costs". H. The Project consists of one or more buildings, facilities, structures, or other improvements which are or will be publicly owned and which are located both within and outside of the Project Area. The City Council and Commission have determined that the Project is of benefit to the Project Area. I. In accordance with Sections 33445 and 33678 of the CRL, the Commission desires to amend this Agreement to provide for the continued reimbursement to the City of the Costs, specifically including, but not limited to, the Costs of the unfinished and/or incomplete Redevelopment Projects and/or Programs, to the extent paid or provided for initially by the City and as agreed to within this Agreement and following completion of environmental review for each project and adoption of appropriate mitigation plans TERMS 1. Project/Program Descriptions. The Project/Program is comprised of the following list of potential improvements and services which were intended for completion but remain unfinished or incomplete as of the expiration of the effectiveness date for the Village Redevelopment Plan, and which the City and Commission agree to complete by no later July 21, 2019 and to be initially provided by or paid for by the City, to be reimbursed by the Commission as tax increments or other funds are available to the Commission. The following projects/programs shall I be Implemented in a cost manner which does not exceed the maximum debt capacity of the Village Redevelopment Plan, and only after environmental review has been completed for the subject projects/programs and mitigation plans adopted, as appropriate, and as set forth in separate loan repayment agreement(s): a. Grand and State Business/Arts Incubator - Commission/Agency owned property and related improvements, as appropriate, will be used to support new business development, including, but not limited to restaurants, retail, arts, culture and entertainment, as well as public parking and area beautification improvements. b. Project on Roosevelt Street - Proposed improvements will consist of a multi-story parking structure flanked on up to three sides by ground floor retail uses with residential and/or office uses above. The parking structure will provide parking for the on-site uses, as well as additional public parking for the downtown area. The proposed location of this project is located on the east side of Roosevelt Street between Grand Avenue and Carlsbad Village Drive. c. Public Parking Structure -One or more multi-level or surface parking structures or lots to be located within or in close proximity to the Redevelopment Project (Village) area, including within the transportation corridor, which will provide additional public parking to the downtown area. d. Enhanced Streetscape Improvements to North State Street -Proposed improvements will include the design and construction of an enhanced Streetscape plan to promote greater pedestrian activity north of Grand Avenue, including, but not limited to, the following: acquisition of additional right-of-ways where needed, installation of street trees, root barriers, tree grates, drip irrigation systems, electrical conduits for outdoor REIMBURSEMENT AGREEMENT Page 2 of 6 lighting, additional decorative lighting, decorative paving, and new curbs, gutters, and sidewalks. e. Enhanced Streetscape Improvements on other streets within the Village Redevelopment Area as appropriate. - Proposed improvements will include the design and construction of an enhanced streetscape plan to promote greater pedestrian activity, including the following; installation of street trees, root barriers, tree grates, drip irrigation systems, electrical conduits for outdoor lighting, additional decorative lighting, decorative paving, and new curbs, gutters, and sidewalks. f. Right of Way Analysis and Conceptual Streetscape Plan -A comprehensive right-of-way analysis will be conducted by the City to determine how to maximize on-street parking in the Project (Village) Area. The analysis will identify existing right-of-way and potential right-of-way to be obtained from future development in order to maximize on-street parking, or to be retained for the purposes of providing on-street public parking. The analysis will also include drawings depicting design standards for maximizing utilization of right-of-ways for purposes of providing additional public parking (either diagonal and/or parallel) and enhanced landscaping. g. Miscellaneous Street Improvements -Proposed improvements may include street widening and curb, gutter, and sidewalk improvements at all locations within the Project (Village) Area where standard road improvements do not currently exist, including, but not limited to the following locations: Madison Street between Arbuckle and Laguna Drive and portions of Grand Avenue east of Jefferson Street. The street improvements will also include the acquisition of additional right-of-ways where needed. h. Enhanced Entrvwav Treatment -An engineering analysis will be conducted by the City and a design solution will be developed by the City to modify the intersection of Carlsbad Boulevard and State Street, which serves as the northernmost entrance to the Village. The modifications may include a realignment of southbound Carlsbad Boulevard, the installation of a traffic signal or a roundabout, and the installation of a pedestrian pathway on State Street and Carlsbad Boulevard to the intersection at Oceanside, providing that the City determines that the pathway is feasible from both a physical and financial standpoint. i. Business Revitalization Grant Program - The program will provide financial assistance to support services and/or programs, as determined to be appropriate by the Commission, for business support, revitalization, development and redevelopment. These programs/services may include, but are not limited to, business storefront improvements, enhanced exterior building lighting to encourage businesses to remain open in the evening and/or attract customers, promotional activities including special events, "shop the Village" campaigns, and other related activities. Oak Yard - Arts. Culture and Entertainment Center - Development Strategy and construction of an Arts, Culture and Entertainment Center on the Oak Yard property owned by the Agency to eliminate blight and/or blighting influences and to create a community amenity that will assist in the effort to further revitalize the Village Area. This project may include, but is not limited to, a private-public partnership to develop "artist in action" space, retail sales of artist products, performing arts center, culture/art center, artist lofts, a permanent location for the Farmer's Market, additional public parking, etc. REIMBURSEMENT AGREEMENT Page 3 of 6 2. Development Costs. In addition to the Development/Activity Costs of the Project, the Commission hereby agrees that the following, for purposes of this Agreement, shall constitute Development/Activity Costs for which the Commission will reimburse the City, to the extent such Development/Activity Costs are paid or provided for initially by the City: (a) the value of the land for and the cost of the installation and construction of any building, facility, structure, or other improvements which are publicly owned either within or without the Project Area, and (b) the cost of the activity and/or construction, expansion, addition to, or reconstruction of, buildings, facilities, structures or other improvements which are publicly owned. "Development Costs", for purposes of this Agreement, shall not include the normal maintenance or operation of buildings, facilities, structures or other improvements which are publicly owned. 3. Redevelopment Activity Costs. In addition to the Redevelopment Activity Costs of the Project, the Commission hereby agrees that, for purposes of this Agreement, Redevelopment Activity Costs for which the Commission will reimburse the City shall include the cost of employee or contractual services provided by the City, to the extent such services are paid for initially by the City and are directly related to the following: (a) the planning, development, replanning, redesign, clearance, reconstruction, or rehabilitation, or any combination of these, of all or part of a survey area, and the provision of those residential, commercial, industrial, public, or other structures or spaces as may be appropriate or necessary in the interest of the general welfare, including recreational and other facilities incidental or appurtenant to them, (b) the alteration, improvement, modernization, reconstruction, or rehabilitation, or any combination of these, of existing structures in the Project Area, (c) the provision for open-space types of use, such as streets and other public grounds and space around buildings, and public or private buildings, structures and improvements, and improvements of public or private recreation areas and other public grounds, (d) the replanning or redesign or original development of undeveloped areas as to which either of the following conditions exist: (1) the areas are stagnant or improperly utilized because of defective or inadequate street layout, faulty lot layout in relation to size, shape, accessibility, or usefulness, or for other causes; or (2) the areas require replanning and land assembly for reclamation or development in the interest of the general welfare because of widely scattered ownership, tax delinquency, or other reasons. 4. Reimbursement. To the extent the City pays or provides initially for any Costs, the Commission agrees to reimburse the City from and to the extent of taxes levied in the Project Area and allocated to the Commission under subdivision (b) of Section 33670 of the CRL for all such Costs, with interest, from the date of expenditure by the City until reimbursed, at the rate of interest earned from time-to-time by the City on its portfolio of investments. The Commission's obligation under this Agreement shall constitute an indebtedness of the Commission for the purpose of carrying out the redevelopment of the Project Area. 5. Binding on Successors. This Agreement shall be binding on the Commission and the City, and their successors and assigns. 6. Further Action. The parties shall execute such other documents and shall take such other action as may be reasonably necessary to further the purposes of this Agreement. 7. Invalidity. If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid or enforceable, such provision will be deemed to be severed and deleted from the Agreement as a whole and neither such provision, nor its severance REIMBURSEMENT AGREEMENT Page 4 of 6 and deletion shall in any way affect the validity of the remaining provisions of this Agreement. [The remainder of this page intentionally left blank.] REIMBURSEMENT AGREEMENT Page 5 of 6 Approved as tojorm: Attorney to the CJonTTntesion CARLSEJAD HOUSING AND REDEyEL/p^MENT CQMMISSION^ public bodyj (Signatures continue on following page.) REIMBURSEMENT AGREEMENT Page 6 of 6 municig^corporation City Attorney REIMBURSEMENT AGREEMENT EXHIBIT 5 REPAYMENT SCHEDULE AGREEMENT CITY OF CARLSBAD AND CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION REPAYMENT SCHEDULE AGREEMENT This AMENDED REPAYMENT SCHEDULE AGREEMENT ("Agreement") is entered into by and between the CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION, a body corporate and politic ("Commission") and the CITY OF CARLSBAD, a municipal corporation ("City") as of 'Jol^f ^9 , 2009. RECITALS A. The Commission and the City entered into a Cooperation Agreement dated February 8, 1980, pursuant to which the City agreed to incur certain costs and the Commission agreed to reimburse the City for such costs, including costs incurred by the City both before and after the date of the such agreement for redevelopment activities within the Village Redevelopment Project Area; and B. The Commission and the City updated and restated the Cooperation Agreement on August 20, 2001 to include redevelopment activities within both the Village Redevelopment and South Carlsbad Coastal Redevelopment Project Areas; and C. The Commission and the City updated and amended the Cooperation Agreement on July 7, 2009 to include completion of unfinished and/or incomplete projects and/or activities within the Village Redevelopment Area following expiration of the Village Redevelopment Plan expiration date on July 21, 2009 with completion of said projects and/or activities no later than July 21, 2019. D. The City has made numerous loans and advances to and for the benefit of the Commission to pay capital and operating expenses of the Commission for development projects and programs within the Village Redevelopment Project Area, including but not limited to loans and advances described in the following resolutions and instruments (collectively referred to as the "Resolutions"): Commission Resolution No. 3 dated September 21, 1976; City Council Resolution No. 3958 dated July 6, 1976; Redevelopment Agency Resolution No. 4 accepting the City Council's Allocation of Funds for Redevelopment Agency Operation Fiscal Year 1977-78; Commission Resolution No. 15 dated September 28, 1982; City Council Resolution No. 7023 dated September 28, 1982; Commission Resolution No. 031 dated August 16, 1983; Commission Resolution No. 55 dated August 20, 1985; Commission Resolution No. 52 dated July 30, 1985; Commission Resolution No. 091 dated October 20, 1987; City Council Resolution No. 7897 dated February 5, 1985; City Council Resolution No. 8 183 dated September 17, 1985; City Council Resolution No. 88-278 dated August 9, 1988; Agreement between the City and the Carlsbad Redevelopment Agency for a Loan of Funds for Property Acquisition dated September 29, 1999; Commission Resolution No. 041 dated August 2 1, 1984; Commission Resolution NO. 058 dated September 17, 1985; Commission Resolution No. 48 dated June 18, 1985; City Council Resolution No. 8070 dated June 18, 1985; Commission Resolution No. 063 dated February 18, 1986; City Council Resolution No. 8329 dated January 7, 1986; Commission Resolution No. 102 dated April 5, 1988; City Council Resolution No. 88-115 dated April 5, 1988; Commission Resolution No. 115 dated August 16/1988; and City Council Resolution No. 88-224 dated July 5, 1988. E. The City agreed to loan the Commission up to an additional $14.4 million for non-housing redevelopment projects/programs on December 2, 2003, and the Commission agreed to repay said loan funds with tax increment revenue as made available to Commission for said repayment. F. The City and Commission entered into a Reimbursement Agreement on December 2, 2003 which set forth the list of projects/programs to be financed initially by the City and subsequently reimbursed by the Commission, and updated and amended said Agreement on July 7, 2009. G. The loans and advances made by the City to or for the benefit of the Village Redevelopment Project Area through the Commission pursuant to the Cooperation and Reimbursement Agreements and subsequent Resolutions shall be referred to collectively as the "Commission Indebtedness". H. The Commission and the City mutually desire to implement the Cooperation and Reimbursement Agreements and the subsequent Resolutions (collectively - referred to as the "City-Commission Agreements") by setting forth (1) a final accounting of the Commission Indebtedness to the City pursuant to the City- Commission Agreements for the Village Redevelopment Project Area; and (2) a payment schedule by which the Commission shall repay the Commission Indebtedness to the City in satisfaction of the City-Commission Agreements for the Village Redevelopment Project Area. Now, therefore, it is agreed by and between the parties to this Agreement as follows: 1. Pursuant to the Cooperation and Reimbursement Agreements and the subsequent Resolutions, the Commission is obligated to reimburse the City the full principal and all accrued interest on the existing Commission Indebtedness, which the parties estimate to be the sum of $15,215,571 as of June 30, 2009 (the "Commission Indebtedness Amount") for Redevelopment activities within the Village Redevelopment Project Area as of June 30, 2009. 2. Pursuant to the Cooperation and Reimbursement Agreements and the subsequent Resolutions, the Commission shall be obligated to reimburse the City the full principal and all accrued interest on the additional Commission Indebtedness, which the parties estimate will be the total sum of $19,068,441 as of June 30, 2019. This total sum of indebtedness may be more or less depending upon the total amount ultimately borrowed from the City and the payments actually made to the City by the Commission in any given year for projects/programs to be implemented between 2009 and 2019. 3. The Commission shall repay to the City the full amount of the Commission Indebtedness Amount, with interest equal to the annual average rate of return earned on the City's investment portfolio as determined by the City Treasurer, compounded annually, until paid, generally in accordance with the Repayment Schedule attached to this Agreement as Exhibit "A", with variations permitted to reflect the actual amount of funds legally available to the Commission for said Village Redevelopment Project Area. The parties hereto acknowledge that the Commission Indebtedness Amount consists of the sum of the following: (a) $15,215,571, which the parties estimate to be the principal and accrued interest as of June 30, 2009 on costs incurred by the City pursuant to the Cooperation Agreement and subsequent Reimbursement Agreement and/or Resolutions; plus (b) $19,068,441, which is the estimate of the principal and interest on costs to be incurred by the City pursuant to the Cooperation Agreement and subsequent Reimbursement Agreement and/or Resolutions for all projects initially funded by the City on behalf of the after December 31,2003 and extending to June 30, 2019. 4. The Commission shall reimburse the City the full amount of all Indebtedness related to fees and services provided by the City to the Commission for implementation of redevelopment projects/programs up and until June 30, 2019. 5. Except as expressly amended hereby, the Cooperation, Reimbursement and Repayment Schedule Agreements and the subsequent Resolutions shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. CITY QFJCARLSBAD, a municipal corpo/ati/ Attest: By: Lo/raine M. Wood, Ctty Clerk7 Ronald R. Ball, City Attorney Kecutive Director/Secretary Approved Ronald R. Ball, Commission General Counsel CARLSBAD HOUSING AND REDEVELOPMENT COMMIS^ON body/^fprate and/politic /S \^/ . Lewis, Chairman = o! ESTABLISHED \%iz z ; ; w - ~-\\ 1910 /| 5 , a Village Redevelopment - Debt Service/Loan Repayment Schedule (+$14.4 million) - July, 2009 Year 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2024-25 2025-26 2026-27 2027-28 2028-29 2029-30 2030-31 2031-32 2032-33 2033-34 Total Tl $ 2,300,230 $ 2,970,662 $ 3,330,530 $ 3,324,432 $ 3,457,409 $ 3,491,983 $ 3,610,711 $ 3,733,475 $ 3,860,413 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 4,000,000 $ 669,581 Set- Aside $ 460,046 $ 594,132 $ 666,106 $ 664,886 $ 691,482 $ 698,397 $ 722,142 $ 746,695 $ 772,083 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 800,000 $ 133,916 County Fee $ 15,958 $ 14,822 $ 18,429 $ 18,392 $ 19,361 $ 19,555 $ 20,220 $ 20,907 $ 21,618 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 22,400 $ 3,750 Debt Svc $1,045,977 $1,040,634 $ 1 ,044,240 $1,041,665 $1,042,909 $1,042,840 $1,041,459 $1,038,765 $1,039,628 $1,038,915 $1,036,628 $1,037,634 $1,036,803 $1,034,134 $1,034,496 $1,032,759 $1,028,706 $1,027,200 $1,028,175 $1,026,500 $ $ $ $ $ $ $ $ $ $ $ Other Income $ 125,668 $ 132,947 $ 168,526 $ 25S,«16 $ 150,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 8,370 ERAF $ 202,778 $ 293,376 $ $ $ 278,000 $ 314,279 $ 324,964 $ 336,013 $ 347,437 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 360,000 $ 60,262 Ops/ Admin $ 374,308 $ 468,458 $ 579,527 $ 509,787 $ 672,794 $ 458,727 $ 474,782 $491,400 $ 508,599 $ 526,400 $ 544,824 $ 563,893 $ 583,629 $ 604,056 $ 625,323 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Major Acq $2,201,717 $ 24,577 $ 336,313 $ 836,311 $ 431,563 $2,300,000 $2,000,000 $2,000,000 $1 ,850,000 $1 ,500,000 $1,500,000 $ 457,000 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Change Asset/ Liabilities $ (59,034) $ (18,068) $ 251,294 $ (102,785) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Ending Cash $ 1,319,762 $ 1,969,284 $ 3,075,019 $ 3,481,240 $ 4,875,000 $17,483,186 $15,060,329 $ 12,710,024 $10,581,072 $ 8,783,358 $ 6,969,506 $ 5,778,579 $ 5,025,747 $ 3,255,158 $ (0) $ (0) $ (0) $ (0) $ (0) $ (0) $ (0) $ (0) $ (0) $ (0) $ (0) $ (0) $ (0) $ (0) $ (0) $ (0) $ (0) City Advance/Debt $ $ $ $ $ $ 14,400,000 $ 14,476,000 $ 13,699,800 $ 12,884,790 $ 12,029,030 $ 11,030,481 $ 9,982,005 $ 8,481,105 $ 6,905,161 $ 4,250,419 $ 25,530,459 $ 24,972,141 $ 24,381,854 $ 23,760,547 $ 23,109,149 $ 22,423,506 $ 20,677,082 $ 18,843,336 $ 16,917,903 $ 14,896,198 $ 12,773,408 $ 10,544,478 $ 8,204,102 $ 5,746,707 $ 3,166,442 $ 457,165 Interest $ $ $ $ $ $ 576,000 $ 723,800 $ 684,990 $ 644,240 $ 601,451 $ 551,524 $ 499,100 $ 424,055 $ 345,258 $ 212,521 $1,276,523 $1,248,607 $1,219,093 $1,188,027 $ 1,155,457 $1,121,175 $ 1,033,854 $ 942,167 $ 845,895 $ 744,810 $ 638,670 $ 527,224 $ 410,205 $ 287,335 $ 158,322 $ 22,858 Loan Payment $ $ $ $ $ 500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,600,000 $ 1,600,000 $ 2,000,000 $ 2,000,000 $ 3,000,000 $ 4,462,939 $ 1,834,841 $ 1,838,894 $ 1 ,840,400 $ 1 ,839,425 $ 1,841,100 $ 2,867,600 $ 2,867,600 $ 2,867,600 $ 2,867,600 $ 2,867,600 $ 2,867,600 $ 2,867,600 $ 2,867,600 $ 2,867,600 $ 2,867,600 $ 480,023 Loan Balance $ $ $ $ $ $14,476,000 $13,699,800 $12,884,790 $12,029,030 $11,030,481 $ 9,982,005 $ 8,481,105 $ 6,905,161 $ 4,250,419 $ 0 $24,972,141 $24,381,854 $23,760,547 $23,109,149 $22,423,506 $20,677,082 $18,843,336 $16,917,903 $14,896,198 $12,773,408 $10,544,478 $ 8,204,102 $ 5,746,707 $ 3,166,442 $ 457,165 $ 0 Notes/Assumptions: 1. A 1 % growth in tax increment is projected for FY 2009-10, a 3.4% growth in tax increment is projected from FY 2010-11 to 2012-13; tax increment is capped at $4,000,000 per redevelopment plan. 2. Redevelopment Plan expires in July, 2009 3. Post-1994 debt must be repaid within 10 years of expiration of Redevelopment Plan; contract for employee services to be paid to 2019. 4. 20% of tax increment for affordable housing must be set-aside as long as tax increment is being collected to pay debt. 5. Estimated County Fee at 0.56% of total tax increment (Tl) each year. 6. Estimated increase in Ops/Admin costs of 3.5% per year. 7. An annual interest rate of 4% for FY 2008-09 and 2009-10 and 5% thereafter, was applied to the City advance. S.Ending Cash or Net tax increment (Tl) is available for debt service and/or new projects or programs up to FY 2008-09; new projects proposed. 9. Assumption that payments would begin on City debt in FY 2009-10, with post-1994 debt repaid first (within 10 years) then pre-1994 debt starting in 2019-20 10.Major acquisition expenditures are the projects identified in the FY 2009-10 CIP($2.4 million) and projects to be included by July 7, 2009 (additional $11.6 million). 11 .Assumption is made that ERAF payments will continue indefinitely at a rate of 9% of total tax increment. 04 EXHIBIT 6 REDLINE & STRIKEOUT VERSIONS OF AMENDED AGREEMENTS CITY OF CARLSBAD AND CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION A COOPERATION AGREEMENT BETWEEN THE CITY OF CARLSBAD AND THE CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION FOR REIMBURSEMENT OF ADMINISTRATIVE COSTS AND PROVISION OF FINANCIAL ASSISTANCE FOR IMPLEMENTATION OF REDEVELOPMENT ACTIVITIES This AMENDED AGREEMENT is entered into as of the day of ., 2009, by and between the CITY OF CARLSBAD, a municipal corporation, (the "City") and the CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION, a body corporate and politic, (the "Commission"). RECITALS A. The City Council of the City of Carlsbad, acting pursuant to the provisions of the California Community Redevelopment Law (California Heath and Safety Code §3300, et seq.), declared a need for a Community Development Commission, by Ordinance No. 1223, and activated the Commission, as the Housing and Redevelopment Commission, on October 16,1979. B. The City Council of the City of Carlsbad previously declared itself to constitute the Commission for purposes of implementing redevelopment activities within the City of Carlsbad. C. The City of Carlsbad and the Carlsbad Housing and Redevelopment Commission previously entered into a cooperative agreement to set forth the relationships between the City and the Commission which was adopted on February 8, 1980 for the purposes of implementing redevelopment activities within the City of Carlsbad. Cooperation Agreement Page 1 6/19/09 D. The Cooperative Agreement adopted on Februray 8, 1980, which is incorporated herein by this reference, sets forth the City-Commission relationship with respect to the implementation of redevelopment activities and shall by restatedmert within this Agreement and apply to both the Village Redevelopment Project Area and the South Carlsbad Coastal Redevelopment Area, adopted in July, 1981 and July, 2000, respectively. E. Pursuant to and in accordance with the powers and authorization provided to public bodies in California Health and Safety Code §33000, the City and the Commission desire to continue their relationship as set forth in the previously approved Cooperative Agreement for the implementation of activities both within the Village Redevelopment Project Area, during and after plan effectiveness to complete said activities as necessary, and within the South Carlsbad Coastal Redevelopment Area whereby the City has agreed and will provide the Commission on an as-needed basis, with loan proceeds, staff -and other administrative services and facilities, and make expenditures on behalf of the Commission. F. Pursuant to the Community Redevelopment Law and previously approved Cooperative Agreement, the Commission is performing a public function of the City and may have access to staff and other administrative services and facilities of the City, and may accept financial assistance from the City. G. The City and the Commission desire to amendenter into this Cooperative Agreement at this time for the following purposes: 1. To reaffirm the City and Commission's cooperative agreement whereby the City will provide staff, services and facilities to the Commission in Cooperation Agreement Page 2 6/19/09 furtherance of the activities and functions of .the Commission under the Community Redevelopment Law for both the existing Village Redevelopment Project Area as it currently exists and for an additional approximately ten (10) years following expiration of the Village Redevelopment Plan to complete redevelopment projects and/or activities andjor the newly adopted South Carlsbad Coastal Redevelopment Project Area for the remaining life of the project. 2. To reaffirm that the Commission will reimburse the City for actions undertaken and all costs and expenses incurred by it for and on behalf of the Commission, and will repay loans advanced to the Commission, according to applicable Community Redevelopment Law, for teeth the existing Village Redevelopment Project Area as it currently exists and for an additional approximately ten (10) years following expiration of the Village Redevelopment Plan to complete redevelopment projects and/or activities as appropriate, and for the newly adopted South Carlsbad Coastal Redevelopment Area for the remaining life of the project, and subject to the terms of any subsequent loan agreements. 3. To establish Administrative Funds for operation and support of the the existing Village Redevelopment Project Area and for projects/activities implemented pursuant to approved contracts and/or agreements following expiration of the effectiveness date for the Village Redevelopment Plan as well as and newly adopted for operation and support of the South Carlsbad Coastal Redevelopment Project Area, as appropriate, with funds appropriated by the City Council to the Commission as a loan to be repaid as funds are available to the Commission for such purpose, and to establish a Revolving Fund for the purposes of depositing any loan proceeds provided Cooperation Agreement PageS 6/19/09 by the City to the Commission. These Funds are to be established by the City and held in the City Treasury. SECTION 1. PURPOSE OF CITY ASSISTANCE Upon the written request of the Commission's Executive Director, and as authorized by the Commission, the City agrees to loan to the Commission an amount equal to those costs incurred by the Commission in connection with the preparation and implementation of redevelopment plans and related projects and/or activities pursuant to the Community Redevelopment Law; which costs include, but shall not be limited to: the costs of surveys, planning, studies, and environmental assessments for the adoption of a redevelopment plan; the costs of acquisition of properties acquired, building and site preparation; public improvements; relocation assistance to displaced residential and nonresidential occupants as required by law; financial assistance provided to developers; and, other costs incurred by the Commission in increasing, improving and preserving the City's supply of low and moderate income housing availability at affordable housing costs both inside and outside redevelopment project areas, in accordance with Health and Safety Code Section 33334.2 et seq. SECTION 2. FORM OF CITY ASSISTANCE The City's assistance may take the form of: a) provision of services (through City employees, officers and/or special consultants), supplies, or facilities to the Commission, b) expenditure of City funds by the City on behalf of the Commission, and/or c) the loan of City funds to the Commission, or any combination thereof as determined and authorized by the City, and accepted by the Commission. In order to implement the loan of City funds to the Commission for services, facilities and other redevelopment purposes, the City will establish a community redevelopment agency Cooperation Agreement Page 4 6/19/09 Administrative Fund pursuant to California Health and Safety Code Sections 33610- 33615, and a redevelopment Revolving Fund pursuant to California Health and Safety Code Sections 33620-33626 in which such loan proceeds shall be deposited. The aggregate amount of such City assistance, (including the provision of services, the cost of which shall be determined by the City) will be paid to the Commission as requested by the Executive Director and shall be repaid to the City as further described in Section 4 of this Agreement. SECTION 3. INDEBTEDNESS CREATED The obligations of the Commission under this Agreement, whether to repay funds advanced or to reimburse the City for services rendered or expenditures made on the Commission's behalf, shall constitute an indebtedness of the Commission within the meaning of California Health and Safety Code §33000, et seq. for the South Carlsbad Coastal Redevelopment Project Area. The debt of the South Carlsbad Coastal Redevelopment Project Area will be due and payable by the Commission in accordance with the terms of this Agreement. The debt of the Village Redevelopment Project Area will be repaid according to a separate loan agreement, or agreements, to be approved separately. SECTION 4. REPAYMENT OF DEBT The Commission agrees to repay the City for all assistance rendered hereunder. On the basis of procedures to be established by the City Manager, the City shall compute the costs of the services and facilities provided hereunder, the amount of funds expended on the Commission's behalf and/or advanced to the Commission for services and facilities provided. Such costs and expended funds shall include a proration of the City's administrative and salary expense attributable to the rendition of Cooperation Agreement PageS 6/19/09 services by City officials, employees and departments on behalf of the Commission, provided, however, that no City officer or employee shall be paid extra compensation for any work performed for the Commission unless such compensation is expressly authorized and provided by the City Council. SECTION 5. TERMS OF REPAYMENT The Commission agrees to repay the City together with accrued interest calculated at a variable rate based upon the annual average rate of return earned on the City's investment portfolio as determined by the City's Treasurer, compounded annually, and to the extent that the Commission has funds available pursuant to California Health and Safety Code Section 33670 or from other sources, which are not otherwise needed to carry out the Commission's redevelopment projects. Interest shall be calculated annually by the City for the Commission. The parties agree, however, that the indebtedness of the Commission to the City created by this Agreement is subordinate to any pledge of tax increments made in connection with the issuance and sale of bonds which are or may be issued by the Commission or another public entity under contract with the Commission. SECTION 6. INCLUSION IN INSURANCE POLICY The City agrees to include the Commission within the terms of the City's insurance policy at a rate similar to charges made to other departments/districts of the City. SECTION 7. REMEDIES If either party defaults with regard to any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within ninety (90) days Cooperation Agreement Page 6 6/19/09 after service of notice of default, or if the default is not commenced to be cured within thirty (30) days after service of the notice of default and is not cured promptly within a reasonable period of time after commencement, the defaulting party shall be liable to the other party for damages caused by such default. SECTION 8. PRIOR AGREEMENTS This Agreement constitutes the entire Agreement between the parties pertaining to the subject matter contained herein, and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. SECTION 9. SEVERABILITY The provisions of this Agreement are severable. If any portion of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unless amended or modified by the mutual consent of the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. APPROVED AS TO FORM: By: LORRAINE WOOD City Clerk RONALD R. BALL City Attorney APPROVED AS TO FORM: RONALD R. BALL Attorney to the Commission Cooperation Agreement Page? 6/19/09 CITY OF CARLSBAD A Municipal Corporation By: CLAUDE A. LEWIS Mayor By: By: CLAUDE A. LEWIS Chairman CARLSBAD HOUSING AND REDEVELOPMEMT COMMISSION A Body Corporate and Politic LISA HILDABRAND Executive Director/Secretary Cooperation Agreement Page 8 6/19/09 REIMBURSEMENT AGREEMENT (Public Improvements) (Community Redevelopment Law Section 33445) This AMENDED REIMBURSEMENT AGREEMENT ("Agreement") is entered into by and between the CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION ("Commission"), a body corporate and politic, and the City of Carlsbad, a municipal corporation ("City") as of the day of , 2009. RECITALS A. The City Council of the City of Carlsbad ("City Council"), acting pursuant to the provisions of the California Community Redevelopment Law (California Health and Safety Code Section 33300, et seq.) ("CRL.,"), declared a need for a Community Development Commission, by Ordinance No. 1223, and activated the Commission, as the Housing and Redevelopment Commission, on October 16,1979. B. The City Council previously declared itself to constitute the Commission for the purposes of implementing redevelopment activities within the City of Carlsbad. C. The Commission is engaged in activities necessary to execute and implement the development Plan for the Village Redevelopment Project Area ("Project Area"), which includes continued implementation of unfinished/incomplete redevelopment projects and program as of the Village Redevelopment Plan effectiveness expiration date of July 21, 2009.. D. Pursuant to Section 33445(a) of the CRL, the Commission may, with the consent of the City Council, pay all or part of the value of the land for and the cost of the installation and construction of any building, facility, structure, or other improvements which is publicly owned either within or outside a project area, if the City Council makes certain determinations and appropriate environmental review has been completed for each project. E. Further, pursuant to Section 33445(c) of the CRL, when the value of the land or the cost of the installation and construction of the building, facility, structure or other improvement, or both, has been, or will be, paid or provided for initially by the City, the Commission may enter into a contract with the City under which the Commission agrees to reimburse the City for all or part of the value of the land or all or a part of the cost of the building, facility, structure, or other improvement, or both. F. Pursuant to Section 33678 of the CRL, the Commission may pay for employee or contractual services of the City if the services are directly related to the purposes of redevelopment, as set forth in Sections 33020 and 33021 of the CRL, and primarily benefit the Project Area ("Redevelopment Activity Costs"). G. The City Council has determined that it is in the best interests of the City and for the common benefit of citizens residing in the City to provide for, among other things, the reimbursement to the City for the following: (1) Redevelopment Activity Costs, and (2) the value of the land for and the cost of the installation and construction of any building, facility, structure, or other improvements which is publicly owned either within or outside the Project Area ("Development Costs"), specifically including, but not limited to the Redevelopment Activity Costs and the Development Costs in connection with the acquisition and construction of certain improvements, as more specifically described in Section No. 1 below REIMBURSEMENT AGREEMENT Page 1 of 6 (the "Project"). Redevelopment Activity Costs and Development Costs shall collectively be referred to herein as the "Costs". H. The Project consists of one or more buildings, facilities, structures, or other improvements which are or will be publicly owned and which are located both within and outside of the Project Area. The City Council and Commission have determined that the Project is of benefit to the Project Area. I. In accordance with Sections 33445 and 33678 of the CRL, the Commission desires to amend enter into this Agreement to provide for the continued reimbursement to the City of the Costs, specifically including, but not limited to, the Costs of the unfinished and/or incomplete Redevelopment Projects and/or Programs, to the extent paid or provided for initially by the City and as agreed to within this Agreement and following completion of environmental review for each project and adoption of appropriate mitigation plans- TERMS 1. Project/Program Descriptions. The Project/Program is comprised of the following list of potential improvements and services which were intended for completion but remain unfinished or incomplete .as of the expiration of the effectiveness date for the Village Redevelopment Plan, and which the City and Commission agree to complete by no later July 21, 2019 and to beagroos shall bo initially provided by or paid for by the City, to be reimbursed by the Commission as tax increments or other funds are available to the Commission. The following projects/programs shall be prioritized by the Commission and shall be Implemented in a cost manner which does not exceed the maximum debt capacity of the Village Redevelopment Plan, and only after environmental review has been completed for the subject projects/programs and mitigation plans adopted, as appropriate, and as set forth in separate loan repayment agreement(s): a—Wlage-Greeft- Protest -at or near the Northwest Comer of State Street an4 Grand Avefttte- Proposed improvements will consist of a "Village Green", flanked on two sides by mixed use buildings consisting of retail/restaurant uses on the ground floor and residential and/or office space above. A joint parking structure is proposed to bo constructed on adjacent-North Cewity Transit Distf46t-f>FOBefty-4&-pFQv4cle-t<4e-Fe^fei4fed parking for the mixed use development and additional parking for Coaster Station rid GTS a. .Grand and State Business/Arts Incubator - Commission/Agency owned property angv related improvements, as appropriate, will be used to support new business development, including, but not limited to restaurants, retail, arts, culture and entertainment, as well as public parking and area beautification improvements, <. b. Project on Roosevelt Street - Proposed improvements wijl consist of a multi-story parking structure flanked on up to three sides by ground floor retail uses with residential and/or office uses above. The parking structure will provide parking for the on-site uses, as well as additional public parking for the downtown area. The proposed location of this project is located on the east side of Roosevelt treet between Grand Avenue and Carlsbad Village Drive. c. Public Parking Structure -One or more multi-level or surface parking structures or lots to be located within or in close proximity to the Redevelopment Project (Village) area, Formatted: No underline Formatted: Justified, Numbered + Level: 1 + Numbering Style: a, b, c,... + Start at: 1 + Alignment: Left + Aligned at: 0.5" + Indent at: 0.75" 'f Formatted! Underline f Formatted; Justified, Indent: Left: 0.75" 'I Formatted: Underline REIMBURSEMENT AGREEMENT Page 2 of 6 including within the transportation corridor, which will provide additional public parking to the downtown area. d. Enhanced Streetscape Improvements to North State Street -Proposed improvements will include the design and construction of an enhanced Streetscape plan to promote greater pedestrian activity north of Grand Avenue, including, but not limited to, the following: acquisition of additional right-of-ways where needed, installation of street trees, root barriers, tree grates, drip irrigation systems, electrical conduits for outdoor lighting, additional decorative lighting, decorative paving, and new curbs, gutters, and sidewalks. ft—Enhanced Streetscape Improvements on other streets within the Village Redevelopment Area as appropriatebetween Grand Avenue and Carlsbad Village-Pf. - Proposed improvements will include the design and construction of an enhanced Streetscape plan to promote greater pedestrian activity, including the following; installation of street trees, root barriers, tree grates, drip irrigation systems, electrical conduits for outdoor lighting, additional decorative lighting, decorative paving, and new curbs, gutters, and sidewalks. The project area consists of the public right-of-way on both sides of—Jeffefson Street, Madison StfeeV-Roosevelt Street, and State Street extending from Grand Avenue to Carlsbad Village Drive. e. ± *• f-—Conversion of On-Street Parallel Parking-te-Oiaqenal Parking -A traffic analysis will-be conducted by tho City and engineering drawings will be devolopod by the City to assess: (i) the total number of spaces which will be provided by the conversion of on street parallel parlung to diagonal parking, and (ii) the impact on through traffic on Grand Avenue and Madison Street and all ourrounding streets as o result of such conversion. Baood on the foregoing, if the City determines it will pursue the conversion of the on-street parking, the improvements may include the construction of road improvemefrts- i Formatted: Underline Formatted: Justified, Numbered + Level: 1 + Numbering Style: a, b, c,... + Start at: 1 + Alignment: Left + Aligned at: 0.5" + Indent at: 0.75" .f Right of Way Analysis and Conceptual Streetscape Plan -A comprehensive right-of-way analysis will be conducted by the City to determine how to maximize on-street parking in the Project (Village) Area. The analysis will identify existing right-of-way and potential right-of-way to be obtained from future development in order to maximize on-street parking, or to be retained for the purposes of providing on-street public parking. The analysis will also include drawings depicting design standards for maximizing utilization of right-of-ways for purposes of providing additional public parking (either diagonal and/or parallel) and enhanced landscaping. Q. Miscellaneous Street Improvements -Proposed improvements may include street widening and curb, gutter, and sidewalk improvements at all locations within the Project (Village) Area where standard road improvements do not currently exist, including, but not limited to the following locations: Madison Street between Arbuckle and Laguna Drive and portions of Grand Avenue east of Jefferson Street. The street improvements will also include the acquisition of additional right-of-ways where needed. h. Enhanced Entrvwav Treatment -An engineering analysis will be conducted by the City and a design solution will be developed by the City to modify the intersection of Carlsbad Boulevard and State Street, which serves as the northernmost entrance to the Village. The modifications may include a realignment of southbound Carlsbad Boulevard, the installation of a traffic signal or a roundabout, and the installation of a pedestrian pathway on State Street and Carlsbad Boulevard to the intersection at REIMBURSEMENT AGREEMENT Page 3 of 6 Oceanside, providing that the City determines that the pathway is feasible from both a physical and financial standpoint. i. Business Revjtalizatjon Grant.Program - The program will provide financial assistance to support services and/or programs, as determined to be appropriate by the Commission, for business support, revitalization, development and redevelopment. These programs/services may include, but are not limited to. business storefront improvements, enhanced exterior building lighting to encourage businesses to remain open in the evening and/or attract customers, promotional activities including special events, "shop the Village'' campaigns, and other related activities.. »4, Oak Yard - ytkrts, Culture and Entertainment Center - Development Stratepy and construction of an Arts, Culture and Entertainment Center on the Oak Yard property owned by the Agency to eliminate blight and/or blighting influences and to create a community amenity that will assist in the effort to further revitalize the Village Area. This project mav include, but is not limited to. a private-public partnership to develop "artist in action" space, retail sales of artist products, performing arts center, culture/art center, artist lofts, a permanent location for the Farmer's Market, additional public parking, etc. Formatted: List Paragraph, Left, No bullets or numbering Formatted: Underline j Formatted: No underline Formatted: List Paragraph, Left, No bullets or numbering '[ Formatted: Underline 2. Development Costs. In addition to the Development/Activity Costs of the Project, the Commission hereby agrees that the following, for purposes of this Agreement, shall constitute Development/Activity Costs for which the Commission will reimburse the City, to the extent such Development/Activity Costs are paid or provided for initially by the City: (a) the value of the land for and the cost of the installation and construction of any building, facility, structure, or other improvements which are publicly owned either within or without the Project Area, and (b) the cost of the activity and/or construction, expansion, addition to, or reconstruction of, buildings, facilities, structures or other improvements which are publicly owned. "Development Costs", for purposes of this Agreement, shall not include the normal maintenance or operation of buildings, facilities, structures or other improvements which are publicly owned. 3. Redevelopment Activity Costs. In addition to the Redevelopment Activity Costs of the Project, the Commission hereby agrees that, for purposes of this Agreement, Redevelopment Activity Costs for which the Commission will reimburse the City shall include the cost of employee or contractual services provided by the City, to the extent such services are paid for initially by the City and are directly related to the following: (a) the planning, development, replanning, redesign, clearance, reconstruction, or rehabilitation, or any combination of these, of all or part of a survey area, and the provision of those residential, commercial, industrial, public, or other structures or spaces as may be appropriate or necessary in the interest of the general welfare, including recreational and other facilities incidental or appurtenant to them, (b) the alteration, improvement, modernization, reconstruction, or rehabilitation, or any combination of these, of existing structures in the Project Area, (c) the provision for open-space types of use, such as streets and other public grounds and space around buildings, and public or private buildings, structures and improvements, and improvements of public or private recreation areas and other public grounds, (d) the replanning or redesign or original development of undeveloped areas as to which either of the following conditions exist: (1) the areas are stagnant or improperly utilized because of defective or inadequate street layout, faulty lot layout in relation to size, shape, accessibility, or usefulness, or for other causes; or (2) the areas REIMBURSEMENT AGREEMENT Page 4 of 6 require replanning and land assembly for reclamation or development in the interest of the general welfare because of widely scattered ownership, tax delinquency, or other reasons. 4. Reimbursement. To the extent the City pays or provides initially for any Costs, the Commission agrees to reimburse the City from and to the extent of taxes levied in the Project Area and allocated to the Commission under subdivision (b) of Section 33670 of the CRL for all such Costs, with interest, from the date of expenditure by the City until reimbursed, at the rate of interest earned from time-to-time by the City on its portfolio of investments. The Commission's obligation under this Agreement shall constitute an indebtedness of the Commission for the purpose of carrying out the redevelopment of the Project Area. 5. Binding on Successors. This Agreement shall be binding on the Commission and the City, and their successors and assigns. 6. Further Action. The parties shall execute such other documents and shall take such other action as may be reasonably necessary to further the purposes of this Agreement. 7. Invalidity. If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid or enforceable, such provision will be deemed to be severed and deleted from the Agreement as a whole and neither such provision, nor its severance and deletion shall in any way affect the validity of the remaining provisions of this Agreement. [The remainder of this page intentionally left blank.] REIMBURSEMENT AGREEMENT Page 5 of 6 CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION, a public body, corporate and politic Approved as to form: By:_ Chairman By: Attorney to the Commission By:_ Executive Director/Secretary (Signatures continue on following page.) REIMBURSEMENT AGREEMENT Page 6 of 6 4 CITY OF CARLSBAD, a municipal corporation Approved as to form: By: Mayor By: City Attorney By:_ City Clerk REIMBURSEMENT AGREEMENT Page 7 of 6 REPAYMENT SCHEDULE AGREEMENT This AMENDED REPAYMENT SCHEDULE AGREEMENT ("Agreement") is entered into by and between the CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION, a body corporate and politic ("Commission") and the CITY OF CARLSBAD, a municipal corporation ("City") as of , 2009. RECITALS A. The Commission and the City entered into a Cooperation Agreement dated February 8, 1980, pursuant to which the City agreed to incur certain costs and the Commission agreed to reimburse the City for such costs, including costs incurred by the City both before and after the date of the such agreement for redevelopment activities within the Village Redevelopment Project Area; and B._The Commission and the City updated and restated the Cooperation Agreement on August 20, 2001 to include redevelopment activities within both the Village Redevelopment and South Carlsbad Coastal Redevelopment Project Areas; and The Commission and the City updated and amended the Cooperation Agreement on July 7, 2009 to include completion of unfinished and/or incomplete projects and/or activities within the Village Redevelopment Area following expiration of the Village Redevelopment Plan expiration date on July 21. 2009 with completion of said projects and/or activities no later than July 21. 2019. Formatted: List Paragraph, Left, No bullets or numbering [X_The City has made numerous loans and advances to and for the benefit of the Commission to pay capital and operating expenses of the Commission for development projects and programs within the Village Redevelopment Project Area, including but not limited to loans and advances described in the following resolutions and instruments (collectively referred to as the "Resolutions"): Commission Resolution No. 3 dated September 21, 1976; City Council Resolution No. 3958 dated July 6, 1976; Redevelopment Agency Resolution No. 4 accepting the City Council's Allocation of Funds for Redevelopment Agency Operation Fiscal Year 1977-78; Commission Resolution No. 15 dated September 28, 1982; City Council Resolution No. 7023 dated September 28, 1982; Commission Resolution No. 031 dated August 16, 1983; Commission Resolution No. 55 dated August 20, 1985; Commission Resolution No. 52 dated July 30, 1985; Commission Resolution No. 091 dated October 20, 1987; City Council Resolution No. 7897 dated February 5, 1985; City Council Resolution No. 8 183 dated September 17, 1985; City Council Resolution No. 88-278 dated August 9, 1988; Agreement between the City and the Carlsbad Redevelopment Agency for a Loan of Funds for Property Acquisition dated September 29, 1999; Commission Resolution No. 041 dated August 2 1, 1984; Commission Resolution NO. 058 dated September 17, 1985; Commission Resolution No. 48 dated June 18, 1985; City Council Resolution No. 8070 dated June 18, 1985; Commission Resolution No. 063 dated February 18, 1986; City Council Resolution No. 8329 dated January 7, 1986; Commission Resolution No. 102 dated April 5, 1988; City Council Resolution No. 88-115 dated April 5, 1988; Commission Resolution No. 115 dated August 16, 1988; and City Council Resolution No. 88-224 dated July 5, 1988. •4- E. The City agreed to loan the Commission up to an additional $14.4 million for non-housing redevelopment projects/programs on December 2, 2003. and the Commission agreed to repay said loan funds with tax increment revenue as made available to Commission for said repayment. _ The City and Commission entered into a Reimbursement Agreement on December 2, 2003 which set forth the list of projects/programs to be financed initially by the City and subsequently reimbursed by the Commission, and updated and amended said Agreement on July 7, 2009. CS, _ The loans and advances made by the City to or for the benefit of the Village Redevelopment Project Area through the Commission pursuant to the Cooperation and Reimbursement Agreements and subsequent Resolutions shall be referred to collectively as the "Commission Indebtedness". Formatted: Indent: Left: 0.5", No bullets or numbering Formatted: List Paragraph, Left, No bullets or numbering irH. The Commission and the City mutually desire to implement the Cooperation and Reimbursement Agreements and the subsequent Resolutions (collectively T referred to as the "City-Commission Agreements") by setting forth (1) a final accounting of the Commission Indebtedness to the City pursuant to the City-Commission Agreements for the Village Redevelopment Project Area; and (2) a payment schedule by which the Commission shall repay the Commission Indebtedness to the City in satisfaction of the City-Commission Agreements for the Village Redevelopment Project Area. Now, therefore, it is agreed by and between the parties to this Agreement as follows: | ^Pursuant to the Cooperation and Reimbursement Agreements and the subsequent Resolutions, the Commission is obligated to reimburse the City the full principal and all accrued interest on the existing Commission Indebtedness, which the parties estimate to be the sum of $15,215,5712,821,574 as of June 30, 20093 (the "Commission Indebtedness Amount") for Redevelopment activities within the Village Redevelopment Project Area as of June 30, 2009. 4rZ Pursuant to the Cooperation and Reimbursement Agreements and the subsequent Resolutions, the Commission shall be obligated to reimburse the City the full principal and all accrued interest on the additional Commission Indebtedness, which the parties estimate will be the total sum of $19.068.441 as Formatted: Indent: Left: 0.5", No bullets or numbering of June 30, 2019. This total sum of indebtedness may be more or less depending upon the total amount ultimately borrowed from the City and the payments actually made to the City by the Commission in any given year for projects/programs to be implemented between 2009 and 2019. 3._The Commission shall repay to the City the full amount of the Commission Indebtedness Amount, with interest equal to the annual average rate of return earned on the City's investment portfolio as determined by the City Treasurer, compounded annually, until paid, generally in accordance with the Repayment Schedule attached to this Agreement as Exhibit "A", with variations permitted to reflect the actual amount of funds legally available to the Commission for said Village Redevelopment Project Area. The parties hereto acknowledge that the Commission Indebtedness Amount consists of the sum of the following: (a) $15,215,5712,821.574. which the parties estimate to be the principal and accrued interest as of June 30, 20093 on costs incurred by the City pursuant to the Cooperation Agreement and subsequent Reimbursement Agreement and/or Resolutions; plus (b) $19.068,4411.179,325. which is the estimate of the principal and interest on costs to be incurred by the City pursuant to the Cooperation Agreement and subsequent Reimbursement Agreement and/or Resolutions for all projects initially funded by the City on behalf of the after December 3-1.2003 and extending to June 30, 2019r 2A The Commission shall reimburse the City the full amount of all Indebtedness related to fees and services provided by the City to the Commission for implementation of redevelopment projects/programs up and until June 30, 2019. Formatted: Indent: Left: 0.5", No bullets or numbering , Except as expressly amended hereby, the Cooperation, Reimbursement and Repayment Schedule-Agreements and the subsequent Resolutions shall remain in full force and effect.T IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. CITY OF CARLSBAD, a municipal corporation By:. Claude A, Lewis, Mayor Attest: By:_ Lorraine M. Wood, City Clerk Approved as to form: By: Ronald R. Ball, City Attorney CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION, a body corporate and politic By: Claude A. Lewis, Chairman Attest: By:. Raymond R. Patchett, Executive Director/Secretary Approved as to form: By:. Ronald R. Ball, Commission General Counsel