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HomeMy WebLinkAboutCOMMUNITY REDEVELOPMENT AGENCY (31)-2011A-2011-062 COOPERATIVE AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY AND THE CITY OF SANTA ANA FOR THE PAYMENT OF COSTS ASSOCIATED WITH CERTAIN REDEVELOPMENT AGENCY FUNDED PROJECTS/PROGRAMS THIS COOPERATIVE AGREEMENT is entered into this 7"' day of March, 2011, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and politic (the "Agency"), and the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"). WITNESSETH 'v Y A. The Agency is undertaking certain activities necessary for the execution of the City of Santa Ana redevelopment projects (the "Projects") under the provisions of the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) ("CRL') and pursuant to the Redevelopment Plan for the Projects. B. The intent of the Redevelopment Plan is, in part, to provide for the construction and installation of necessary public infrastructure and facilities and to facilitate the repair, restoration and/or replacement of existing public facilities and to perform specific actions necessary to promote the redevelopment and the economic revitalization of the Project Areas; to increase, improve and preserve the community's supply of low and moderate income housing, some of which may be located or implemented outside the Project Areas; and to take all other necessary actions to implement the redevelopment plans for the respective Project Areas and to expend tax increment to accomplish the goals and objectives of the respective redevelopment projects. C. The Agency has adopted its Five-Year Implementation Plan (2010/11-2014/15) for the Merged Project Area, as amended from time to time (the "Implementation Plan"), with established goals to support affordable housing, economic development, community revitalization, and institutional revitalization. To implement the projects, programs and activities associated with each goal (`Projects"), the Agency has made redevelopment fund commitments based on estimated available tax increment revenue and debt financing structures. D. The Agency and City of Santa Ana (the "City") wish to cooperate with one another to bring about the redevelopment of the Project Area and accomplish various projects and programs set forth in the Redevelopment Plan and the Implementation Plan, Pursuant to Section 33220 of the Community Redevelopment Law (Health and Safety Code section 33000, et seq.) (the "CRL") certain public bodies, including the City may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects. E. In considering the Agency's desire to ensure timely implementation and completion of the Projects, the Agency wishes to enter this Agreement with the City for the pledge of net available tax increment to finance the Projects. The purpose of this Agreement is to facilitate the implementation of the Projects and to provide funding necessary to effectuate the completion of the Projects with net available tax increment in this current fiscal year and forthcoming fiscal years. "Net tax increment" is defined as gross tax increment, less County Administrative Fees, statutory pass-throughs and debt service. By approving and entering into the Agreement, the Agency will approve the pledge of net available increment from the Project Area to pay for the Projects. F. The City and Agency by resolution have each found that the use of Agency redevelopment funding for the Publicly Owned Improvements included herein is in accordance with Section 33445 and 33445.1 of the CRL and other applicable law. Such Council and Agency resolutions are each based on the authority, with the consent of the Council, to pay all or part of the cost of the installation and construction of any building, facility, structure, or other improvement which is publicly owned, either within or outside a Project Area, if the City Council makes certain determinations. G. By approving and entering into this Agreement, the Agency has approved the pledge of net available tax increment from the Project Areas to pay for the Projects and Programs. H. The obligations of the Agency under this Agreement shall constitute an indebtedness of the Agency for the purpose of carrying out the Redevelopment Plan for the Merged Project Area. I. The Recitals are an integral part of this Agreement and set forth the intentions of the parties and the conditions on which the parties have decided to enter into this Agreement. NOW, THEREFORE, the parties hereto do mutually agree as follows: AGENCY OBLIGATIONS A. The Projects are those projects, programs and activities which are listed in the attached Implementation Plan. The Agency wishes to pay to the City an amount equal to the cost to the City to cant' out the Projects. The Agency's obligations under this agreement, including without limitation the Agency's obligation to make the payments to the City required by this Agreement, shall constitute an indebtedness of the Agency for the purpose of carrying out the redevelopment of the Merged Project Area and are obligations to make payments authorized and incurred pursuant to redevelopment law. The obligations of the Agency set forth in this Agreement are contractual obligations that, if breached, could subject the Agency to damages and other liabilities or remedies. B. The obligations of Agency under this Agreement shall be payable out of net available tax increment, as defined in above Recitals and/or as defined or provided for in any applicable constitutional provision, statute or other provision of law now existing or adopted in the future, levied by or for the benefit of taxing agencies in the Merged Project Area, and allocated to the Agency and/or any lawful successor entity of the Agency and/or any entity established by law to carry out any of the redevelopment plans for the Merged Project Area and/or expend tax increment or pay indebtedness of the Agency to be repaid with tax increment, pursuant to Section 33670 of the CRL or any applicable constitutional provision, statute or other provision of law now existing or adopted in the future. In the event that additional funds are required in order to make the Agency payments to the City required by this Agreement, the Agency shall make such other payments from income received by the Agency from its projects and programs or any other additional funds available to it. C. The indebtedness of Agency under this Agreement shall be subordinate to the rights of the holder(s) of any existing bonds, notes or other instruments of indebtedness (all referred to herein as "indebtedness") of the Agency incurred or issued to finance the Merged Project Area, including without limitation any pledge of tax increment revenues from the Merged Project Area to pay any portion of the principal (and otherwise comply with the obligations and covenants) of any bond(s) issued or sold with respect to the Merged Project Area. 2. CITY OBLIGATIONS A. The City shall accept any funds offered by the Agency pursuant to this Agreement and shall devote those funds to completion of the projects, programs and activities by (i) reimbursing the City of using such funds to make City expenditures to perform the work required to carry out and complete the Projects; (ii) utilizing such funds to pay debt service on bonds or other indebtedness or obligations that the City has or will incur for such purposes; and/or paying such funds into a special fund of the City to be held and expended only for the purpose of satisfying the obligations of the City hereunder. B. It is the responsibility of the City to pay all development and construction costs in connection with the Projects from funds paid to the City by the Agency under this Agreement. C. The City shall perform its obligations hereunder in accordance with all applicable provisions of federal, state and local laws, including its obligation to comply with environmental laws such as CEQA, and shall timely complete the work required for each of the Projects set forth in the Plan. COMPENSATION AND METHOD OF PAYMENT The Agency shall contribute to the projects, programs and activities set forth in the Implementation Plan in an amount not to exceed Two Hundred Ten Million Dollars ($210,000,000.00), with the breakdown of Project costs as shown in Exhibit A attached hereto and incorporated herein. The Agency shall reimburse the City for the cost to the City of performing its obligations hereunder. The amount to be paid by the Agency hereunder shall be paid in the same fiscal year as the year in which the debts are incurred by the City. 4. LIABILITY AND INDEMNIFICATION In contemplation of the provisions of Section 895.2 of the Government Code of the State of Califomia imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Section 895 of said Code, the parties hereto, as between themselves, pursuant to the authorization contained in Section 895.4 and 895.6 of said Code, will each assume the full liability imposed upon it, or any of its officers, agents or employees by law for injury caused by negligent or wrongful act or omission occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve the above-stated purpose each party indemnifies and holds harmless the other party for any loss, costs or expense that may be imposed upon such other party solely by virtue of said Section 895.2. The provisions of Section 2778 of the California Civil Code are made a part hereof as if fully set forth herein. 5. SEVERABILITY If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. 6. TERMINATION This Agreement may be terminated by the Agency upon sixty (60) days written notice of termination. In such event, City shall be entitled to receive and the Agency shall pay City compensation for all services performed by City prior to receipt of such notice of termination. However, as a condition of such payment, the Executive Director may require City to deliver to the Agency all work product completed as of such date, and in such case such work product shall be the property of the Agency unless prohibited by law, and City consents to the Agency's use thereof for such purposes as the Agency deems appropriate. 7. EFFECTIVE DATE OF AGREEMENT This Agreement shall take effect from and after the date of adoption and approval by the City and the Agency pursuant to official action of the governing bodies thereof and shall be effective for a duration not to exceed the time necessary for the City to complete the work and for the Agency to pay the City in full, unless terminated as set forth hereinabove. This Agreement shall apply to all activities carried out by the City as set forth in Section 1 hereto. 8. BINDING ON SUCCESSORS Unless terminated pursuant to Section 6 hereof, this Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. IN WITNESS WHEREOF, the parties hereto have executed this Cooperative Agreement the date and year first above written. ATTEST: Maria D. Huizaz Clerk of the Council CITY OF SANTA ANA By David N. Ream City Manager ATTEST: Maria D. Huizar Secretary APPROVED AS TO FORM: Joseph Straka Interim City Attomey/Agency General Counsel By: Lisa E. Storck COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA By: aM LEI:G(Ja--Z? Nancy T. Edward Interim Executive irector Assistant City Attorney/Assistant Counsel Exhibit A Exhibit A is the Community Redevelopment Agency of the City of Santa Ana's Five-Year Implementation Plan 2010-2015. The full report can be found at: http:/Zvvww.santa-ana org/cda/documents/SAImplemPlanFlNALFINAL pdf