January 10, 2013
Transcription
January 10, 2013
CITY OF SIGNAL HILL OVERSIGHT BOARD 2175 Cherry Avenue Signal Hill, California 90755-3799 THE CITY OF SIGNAL HILL WELCOMES YOU TO A REGULAR MEETING OF THE OVERSIGHT BOARD January 10, 2013 6:00 p.m. The City of Signal Hill appreciates your attendance. Citizen interest provides the Oversight Board with valuable information regarding issues of the community. In addition, meetings are streamed live on our website at www.cityofsignalhill.org, and are televised at 7:00 a.m., 2:00 p.m., and 7:00 p.m. every day following the City Council meeting on Charter Communications Channel 3, and Verizon FiOS Channel 38. Meetings commence at 6:00 p.m. There is a public comment period at the beginning of the regular meeting, as well as the opportunity to comment on each agenda item as it arises. Any meeting may be adjourned to a time and place stated in the order of adjournment. The agenda is posted 72 hours prior to each meeting on the City’s website and outside of City Hall and available at each meeting. The agenda and related reports are also available for review online and at the City Clerk's office and Library prior to the meeting. Agenda and staff reports are also available at our website at www.cityofsignalhill.org. Pursuant to Government Code Section 54954.3, each agenda for a regular meeting shall provide an item entitled “Public Comment” after Roll Call and the Pledge of Allegiance and before any business is transacted. The purpose of such item shall be to provide an opportunity for members of the public to directly address the Oversight Board on agenda matters as well as on items of general interest to the public that are within the subject matter jurisdiction of the Oversight Board. Speakers shall be limited to three (3) minutes. You are encouraged (but not required) to complete a speaker card prior to the item being considered, and give the card to a Successor Agency staff member. The purpose of this card is to ensure speakers are correctly identified in the minutes. However, completion of a speaker card is voluntary, and is not a requirement to address the Oversight Board. The cards are provided at the rear of the Council Chamber. Please direct your comments or questions to the Oversight Board. (1) CALL TO ORDER – 6:00 P.M. (2) ROLL CALL CHAIR HAUBERT VICE CHAIR NOLL MEMBER CHERNISS MEMBER GABEL MEMBER WAROT MEMBER WILLIAMSON MEMBER YU (3) PLEDGE OF ALLEGIANCE (4) PUBLIC COMMENT ON ITEMS ON OR OFF THE AGENDA (5) CHIEF ADMINISTRATIVE OFFICER REPORTS a. Non-Housing Asset Due Diligence Review (DDR) Summary: Pursuant to provisions in AB 1484, approved by the Governor as part of the 12-13 budget package the Successor Agency is required to provide a non-housing asset DDR to the Oversight Board. Health and Safety Code Section 34179.6 (b) requires that the Oversight Board hold a public comment session to take place prior to the approval vote discussed below. Recommendation: Receive and file comments from the public. b. Signal Hill Police Station and Emergency Operations Center Project Takeover Agreement Summary: The original contractor for the Signal Hill Police Station and Emergency Operations Center Project has defaulted and their contract has been terminated. The City Council as Successor Agency has approved a Takeover Agreement between the Successor Agency and Arch Insurance Company. Arch Insurance Company is the Surety and is now responsible to complete the construction of the new police facility. Recommendation: Approve the Takeover Agreement between the City Council as Successor Agency and Arch Insurance Company. (6) CONSENT CALENDAR a. Minutes of the Following Meeting(s) Regular Meeting of the Oversight Board, November 8, 2012. Recommendation: Approve. (7) OVERSIGHT AGENDA – NEW BUSINESS MEMBER YU MEMBER WILLIAMSON MEMBER WAROT MEMBER GABEL MEMBER CHERNISS VICE CHAIR NOLL CHAIR HAUBERT (8) ADJOURNMENT This meeting will be adjourned to a special meeting of the Signal Hill Oversight Board on Thursday, January 17, 2013 at 6:00 p.m., to be held in the Council Chamber of City Hall, 2175 Cherry Avenue, Signal Hill, CA, 90755. The next regular meeting is scheduled for Thursday, February 14, 2013 at 6:00 p.m. in the Council Chamber of City Hall, 2175 Cherry Avenue, Signal Hill, CA, 90755. CITIZEN PARTICIPATION Routine matters are handled most quickly and efficiently if contact is made with the Successor Agency staff. However, if you would like to request that a matter be presented for Oversight Board consideration, you may do so by writing to the Successor Agency, Oversight Board or Chief Administrative Officer. The deadline for agenda items is 12 noon one week before the scheduled meeting. The complete agenda, including back up materials is available on the City website. If you need special assistance beyond what is normally provided to participate in Oversight Board meetings, the Successor Agency staff will attempt to accommodate you in every reasonable manner. Please call the City Clerk's office at (562) 989-7305 at least 48 hours prior to the meeting to inform us of your particular needs and to determine if accommodation is feasible. CITY OF SIGNAL HILL OVERSIGHT BOARD 2175 Cherry Avenue ● Signal Hill, California 90755-3799 January 10, 2013 AGENDA ITEM TO: HONORABLE CHAIR AND MEMBERS OF THE OVERSIGHT BOARD FROM: KENNETH C. FARFSING CHIEF ADMINISTRATIVE OFFICER SUBJECT: NON - HOUSING ASSET DUE DILIGENCE REVIEW (DDR) Summary: Pursuant to provisions in AB 1484, approved by the Governor as part of the 12-13 budget package, the Successor Agency is required to provide a non-housing asset DDR to the Oversight Board (OB). Health and Safety Code Section 34179.6 (b) requires that the OB hold a public comment session to take place prior to the approval vote discussed below. Recommendation: Receive and file comments from the public. Fiscal Impact: Pursuant to the non-housing asset DDR, $8,704 is due to the County for disbursement to affected taxing entities. Background and Analysis: AB 1484 provided clean up language to the dissolution bill, ABx1 26 and added new requirements to unwind redevelopment agencies. A major requirement is that a housing fund DDR be completed as well as a non-housing DDR. The housing fund DDR was completed and transmitted to the County Auditor-Controller (CAC), the Controller, and the Department of Finance (DOF) by October 15, 2012. Staff of the Successor Agency (SA) is required to provide the non-housing DDR to the OB, Housing Asset DDR January 10, 2013 Page 2 the CAC, the Controller and the DOF by December 15, 2012. Specific items to include are the amount of cash and cash equivalents determined to be available for allocation to the taxing entities. Upon the receipt of the DDR, the OB is required to hold a Public Comments Session at least five days prior to the approval vote. The purpose of this meeting is to listen to a summary of the DDR and to take public comments. The recommended action of the OB at the January 17, 2013 regular meeting will be to approve the non-housing DDR. The nonhousing DDR and any other accounts is due by January 15, 2013. The OB may adjust any amount provided in the review to reflect any additional information and analysis. The OB may also request from the SA any materials it deems necessary to assist in its review and approval of the determination. The DOF and the CAC can offset City sales and property tax distributions to recover any outstanding funds if deadlines are not met. The DDRs are required under the provisions of AB 1484. After the DDRs are completed, the SA is required to remit unobligated funds. Once the funds have been paid, as well as all pass-through payments, DOF will issue a Finding of Completion. The Finding of Completion entitles the SA to certain benefits, including: 1) SA may retain certain real property, after approval of a Long Range Property Management Plan. The Property Management Plan is due within 6 months of receiving a Finding of Completion. The Plan must be approved by the OB and DOF. 2) City loans may be repaid beginning in FY 13-14 for loans made to the RDA. Housing loans must be repaid first. Loans may be repaid subject to a finding by the OB that the loan was for legitimate redevelopment purposes. The interest rate cannot exceed LAIF ratio. 3) The SA may use unencumbered bond proceeds from bonds issued prior to January 1, 2011 for their intended purposes. Schedule 9 of the non-housing DDR is titled “Summary of Balance Available for Allocation to Affected Taxing Agencies.” As of June 30, 2012, the total amount due to be remitted to the County for distribution to affected taxing agencies is $8,704. This amount is calculated by taking the total amount of assets held by the Successor Agency and taking deductions for the following: assets legally restricted for uses specified by debt covenants, grant restrictions, or restrictions imposed by other governments; assets that are not cash or cash equivalents; balances that are legally restricted for the funding of an enforceable obligation; balances needed to satisfy ROPS for the 2012-13 Fiscal Year, and amount of payments made on July 12, 2012 to the County Auditor-Controller. Amounts of assets transferred to the City are added back into the total, bringing the total owed to the County for disbursement to $8,704. Housing Asset DDR January 10, 2013 Page 3 Reviewed by: ____________________ Terri J. Marsh Administrative Services Officer/Finance Director SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY Independent Accountants’ Report on Applying Agreed-Upon Procedures On the Signal Hill Redevelopment Agency’s And The Successor Agency to the Signal Hill Redevelopment Agency’s All Other Funds Pursuant to California Health and Safety Code Section 34179.5 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO ALL OTHER FUNDS Table of Contents Page Independent Accountants’ Report on Applying Agreed-Upon Procedures Related to All Other Funds 1 Attachment A - Agreed-Upon Procedures and Findings Related to All Other Funds 2 SUPPORTING SCHEDULES AND EXHIBITS: Schedule 1 - Listing of Assets Transferred to Successor Agency as of February 1, 2012 Schedule 2 - Transfers to the City of Signal Hill and Other Public Agencies Schedule 3 - Reconciliation of Financial Transactions for the Periods Ended June 30, 2010, June 30, 2011, January 31, 2012 and June 30, 2012 Schedule 4 - Listing of Assets as of June 30, 2012 Schedule 5 - Unspent Bond Proceeds as of June 30, 2012 Schedule 6 - Listing of Non-Liquid Assets as of June 30, 2012 Schedule 7 - Listing of Cash Balances for Retention to Meet Enforceable Obligations in Fiscal Year 2012-2013 (ROPS 1) Schedule 8 - Listing of Cash Balances for Retention to Meet Enforceable Obligations in Fiscal Year 2012-2013 Schedule 9 - Summary of Balance Available for Allocation to Affected Taxing Agencies Exhibit 1 - Resolution No. 2011-03-455 dated March 4, 2011 - Property Transfer Exhibit 2 - Reimbursement Agreement dated January 17, 2011 Exhibit 3 - HELP Loan Agreement dated July 2, 2001 Exhibit 4 - Excerpts from Disposition and Development Agreement dated November 14, 2006 Exhibit 5 - Attorney Letter dated December 14, 2012 Related to Instatement of City/RDA Loans Upon Finding of Completion Independent Accountants’ Report on Applying Agreed-Upon Procedures Related to All Other Funds Oversight Board of the Successor Agency to the Signal Hill Redevelopment Agency Signal Hill, California We have performed the minimum required agreed-upon procedures (AUP) enumerated in Attachment A, which were agreed to by the California Department of Finance, the California State Controller’s Office, the Los Angeles County Auditor-Controller, and the Successor Agency to the Signal Hill Redevelopment Agency (Successor Agency), (collectively, the Specified Parties), solely to assist you in meeting the statutory requirements of Health and Safety Code Section 34179.5 related to all other funds except for the Low and Moderate Income Housing Fund (All Other Funds) of the former Signal Hill Redevelopment Agency and the Successor Agency. Management of the Successor Agency is responsible for meeting the statutory requirements of Health and Safety Code Section 34179.5 related to All Other Funds. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in the report. Consequently, we make no representation regarding the sufficiency of the procedures described below, either for the purpose for which this report has been requested or for any other purpose. The scope of this engagement was limited to performing the agreed-upon procedures as set forth in Attachment A. Attachment A also identifies the findings noted as a result of the procedures performed. We were not engaged to and did not conduct an audit, the objective of which would be the expression of an opinion on whether the Successor Agency has met the statutory requirements of Health and Safety Code Section 34179.5 related to All Other Funds. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of the Oversight Board and management of the Successor Agency to the Signal Hill Redevelopment Agency, the California Department of Finance, the California State Controller’s Office, and the Los Angeles County Auditor-Controller, and is not intended to be, and should not be, used by anyone other than these specified parties. Irvine, California December 20, 2012 1 2875 Michelle Drive, Suite 300, Irvine, CA 92606 • Tel: 714.978.1300 • Fax: 714.978.7893 Offices located in Orange and San Diego Counties SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO ALL OTHER FUNDS 1. Procedure: Obtain from the Successor Agency a listing of all assets that were transferred from All Other Funds of the former redevelopment agency to the Successor Agency on February 1, 2012. Agree the amounts on this listing to account balances established in the accounting records of the Successor Agency. Identify in the Agreed-Upon Procedures (AUP) report the amount of the assets transferred to the Successor Agency as of that date. Finding: We agreed the amounts listed on Schedule 1 to the Successor Agency’s accounting records. The former redevelopment agency transferred $41,031,213 in assets from All Other Funds to the Successor Agency as detailed in Schedule 1. 2A. Procedure: Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from All Other Funds of the former redevelopment agency to the city that formed the redevelopment agency for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency’s enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Finding: The former redevelopment agency transferred assets totaling $13,239,678 from All Other Funds to the City of Signal Hill as shown in Schedule 2. As of June 30, 2012, the City had transferred the real properties totaling $11,739,678 back to the Successor Agency. 2B. Procedure: Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from All Other Funds of the Successor Agency to the city that formed the redevelopment agency for the period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency’s enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Finding: This procedure is not applicable as the Successor Agency did not make any transfers from All Other Funds, other than payments for goods and services, to the City of Signal Hill during the period from February 1, 2012 through June 30, 2012. 2 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO ALL OTHER FUNDS 2C. Procedure: For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required the transfer. Note in the AUP report the absence of any such legal document or the absence of language in the document that required the transfer. Finding: See Exhibits 1 and 2 for copies of the legal documents that required the transfers to the City of Signal Hill. 3A. Procedure: Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from All Other Funds of the former redevelopment agency to any other public agency or to private parties for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency’s enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Finding: The former redevelopment agency transferred cash totaling $1,277,737 from All Other Funds to the California Housing Finance Agency as shown in Schedule 2. 3B. Procedure: Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from All Other Funds of the Successor Agency to any other public agency or to private parties for the period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and described in what sense the transfer was required by one of the Agency’s enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Finding: This procedure is not applicable as the Successor Agency did not make any transfers from All Other Funds, other than payments for goods and services, to other public agencies or private parties during the period from February 1, 2012 through June 30, 2012. 3 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO ALL OTHER FUNDS 3C. Procedure: For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required the transfer. Note in the AUP report the absence of any such legal document or the absence of language in the document that required the transfer. Finding: Schedule 2 shows the details for the enforceable obligation or other legal requirement supporting the transfer. 4. Procedure: Obtain from the Successor Agency a summary of the financial transactions of the Redevelopment Agency and the Successor Agency for the fiscal periods ended June 30, 2010, June 30, 2011, January 31, 2012 and June 30, 2012. Ascertain that for each period presented, the total of revenues, expenditures and transfers account fully for the changes in equity from the previous fiscal period. Compare amounts for the fiscal period ended June 30, 2010 to the state controller’s report filed for the Redevelopment Agency for that period. Compare the amounts for the other fiscal periods presented to the account balances in the accounting records or other supporting schedules. Finding: A reconciliation of the financial transactions of the Redevelopment Agency and the Successor Agency for the fiscal periods ended June 30, 2010, June 30, 2011, January 31, 2012 and June 30, 2012 is presented in Schedule 3. 5. Procedure: Obtain from the Successor Agency a listing of all assets from All Other Funds as of June 30, 2012. Agree the assets on the listing to the accounting records of the Successor Agency. Finding: As of June 30, 2012, the Successor Agency’s total assets related to All Other Funds of the former redevelopment agency amounted to $54,430,932 as shown in Schedule 4. 4 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO ALL OTHER FUNDS 6. Procedure: Obtain from the Successor Agency a listing of asset balances held on June 30, 2012 that were restricted for the following purposes: unspent bond proceeds, grant proceeds and program income restricted by third parties, and other assets with legal restrictions. 6A. Procedure - Unspent Bond Proceeds: Obtain the Successor Agency’s computation of the restricted balances and trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation. Obtain the legal document that sets forth the restriction pertaining to these balances. Finding: As of June 30, 2012, the Successor Agency has $19,717,715 in unspent bond proceeds related to two different bond issues as shown in Schedule 5. The bond documents restrict $16,743,571 for use in completing the Bond Projects and $2,974,144 for funding of Bond Reserve Requirements. $9,170,900 of the unspent bond proceeds are reported as restricted cash and investments in the accounting records of the Successor Agency since they are being held directly. The remaining unspent bond proceeds totaling $10,546,815 are reported as cash and investments with fiscal agent since they are being held by the Bond Trustee. 6B. Procedure - Grant Proceeds and Program Income Restricted by Third Parties: Obtain the Successor Agency’s computation of the restricted balances and trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation. Obtain a copy of the grant agreement that sets forth the restriction pertaining to these balances. Finding: This procedure is not applicable as the Successor Agency did not hold any grant proceeds or program income as of June 30, 2012. 6C. Procedure - Other Assets Considered to be Legally Restricted: Obtain the Successor Agency’s computation of the restricted balances and trace individual components of this computation to related account balances in the accounting records or other supporting documentation. We obtained the legal document that sets forth the restriction pertaining to these balances. 5 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO ALL OTHER FUNDS 6C. Finding: The Successor Agency believes that the transfers as identified in Schedule 2 related to the partial repayments on City advances, which have been added back to the balance available for allocation to affected taxing agencies (see Schedule 9), are restricted. AB 1484 clarified that if the Successor Agency completes all actions required pursuant to Health and Safety Code Section 34179.7, the Department of Finance (DOF) must issue a Finding of Completion. Funds in the amount of $1,500,000 are restricted pending the issuance of the Finding of Completion. Upon issuance of the Finding of Completion by DOF, these funds would be disbursed to the City in compliance with the promissory note and Health and Safety Code Section 34191.4. See Exhibit 5 for Successor Agency’s legal opinion on this matter. 7. Procedure: Obtain from the Successor Agency a listing of assets of All Other Funds of the former redevelopment agency as of June 30, 2012 that are not liquid or otherwise available for distribution and ascertain if the values are listed at either purchase cost or market value as recently estimated by the Successor Agency. For assets listed at purchased cost, trace the amount to a previously audited financial statement or other accounting records of the Successor Agency and note any differences. For any differences noted, inspect evidence of asset disposal subsequent to January 31, 2012 and ascertain that the proceeds were deposited into the Successor Agency’s trust fund. For assets listed at recently estimated market value, inspect evidence supporting the value and note the methodology used. Finding: As of June 30, 2012, the Successor Agency held $26,464,766 in non-liquid assets of the former redevelopment agency as detailed in Schedule 6. 8A. Procedure: If the Successor Agency identified that existing asset balances were needed to be retained to satisfy enforceable obligations, obtain an itemized schedule of asset balances (resources) as of June 30, 2012 that were dedicated or restricted for the funding of enforceable obligations. Compare the information on the schedule to the legal documents that formed the basis for the dedication or restriction of the resource balance in question. Compare all current balances which needed to be retained to satisfy enforceable obligations to the amounts reported in the accounting records of the Successor Agency or to an alternative computation. Compare the specified enforceable obligations to those that were included in the final Recognized Obligation Payment Schedule (ROPS) approved by the California Department of Finance. If applicable, identify any listed balances for which the Successor Agency was unable to provide appropriate restricting language in the legal document associated with the enforceable obligation. 6 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO ALL OTHER FUNDS 8A. Finding: As of June 30, 2012, the Successor Agency’s asset balances to be retained in order to satisfy enforceable obligations are $1,387,767 as detailed in Schedule 7. These enforceable obligations were reported on ROPS 1. 8B. Procedure: If the Successor Agency identified that future revenues together with balances dedicated or restricted to an enforceable obligation are insufficient to fund future obligation payments and thus retention of current balances is required, obtain from the Successor Agency a schedule of approved enforceable obligations that include a projection of the annual spending requirements to satisfy each obligation and a projection of the annual revenues available to fund those requirements. Compare the enforceable obligations to those that were approved by the California Department of Finance for the six month period from January 1, 2012 through June 30, 2012 and for the six month period July 1, 2012 through December 31, 2012. Compare the forecasted annual spending requirements to the legal document supporting the enforceable obligation and obtain the Successor Agency’s assumptions relating to the forecasted annual spending requirements. Obtain the Successor Agency’s assumptions for the forecasted annual revenues. Disclose the major assumptions for the forecasted annual spending requirements and the forecasted annual revenues in this AUP report. Finding: This procedure is not applicable as the Successor Agency did not identify any assets to be retained under this procedure. 8C. Procedure: If the Successor Agency identified that projected property tax revenues and other general purpose revenues to be received by the Successor Agency are insufficient to pay bond debt service payments (considering both the timing and amount of the related cash flows), obtain a schedule demonstrating this insufficiency. Compare the timing and amounts of bond debt service payments to the related bond debt service schedules in the bond agreement. Obtain the assumptions for the forecasted property tax revenues and other general purpose revenues and disclose them in this AUP report. Finding: This procedure is not applicable as the Successor Agency did not identify any assets to be retained under this procedure. 7 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO ALL OTHER FUNDS 8D. Procedure: If Procedures 8A, 8B and 8C were performed, calculate the amount of unrestricted balances necessary for retention in order to meet enforceable obligations. Combine the amount identified as currently restricted balances and the forecasted annual revenues to arrive at the amount of total resources available to fund enforceable obligations. Reduce the total resources available by the amount of forecasted annual spending requirements. Include the calculation in this AUP report. Finding: The unrestricted balances necessary for retention to meet enforceable obligations are detailed in Schedule 7. The Successor Agency does not expect any revenues to pay for these enforceable obligations. 9. Procedure: If the Successor Agency identified that cash balances as of June 30, 2012 need to be retained to satisfy obligations on the Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2012 through June 30, 2013, obtain a copy of the final ROPS for the period of July 1, 2012 through December 31, 2012 and a copy of the final ROPS for the period January 1, 2013 through June 30, 2013. For each obligation listed on the ROPS, the Successor Agency should identify (a) any dollar amount of existing cash that was needed to satisfy the obligation, and (b) the Successor Agency’s explanation as to why the Successor Agency believes that such balances were needed to satisfy the obligation. Include this schedule as an attachment to this AUP report. Finding: The Successor Agency has identified $6,851,980 in cash balances be retained to satisfy obligations on the Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2012 to December 31, 2012 as shown in Schedule 8. 10. Procedure: Present a schedule detailing the computation of the Balance Available for Allocation to Affected Taxing Agencies. Amounts included in the calculation should agree to the results of the procedures performed above. Agree any deductions for amounts already paid to the County Auditor-Controller on July 12, 2012 as directed by the California Department of Finance to evidence of payment. Finding: The computation of the Balance Available for Allocation to Affected Taxing Agencies shows that the Successor Agency has $8,704 available to be remitted to the County for disbursement to affected taxing agencies as shown in Schedule 9. 8 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO ALL OTHER FUNDS 11. Procedure: Obtain a representation letter from management of the Successor Agency acknowledging their responsibility for the data provided and the data presented in the report or in any schedules or exhibits to the report. Included in the representations is an acknowledgment that management is not aware of any transfers (as defined by Section 34179.5) from either the former redevelopment agency or the Successor Agency to other parties for the period from January 1, 2011 through June 30, 2012 that have not been properly identified in this AUP report and its related schedules or exhibits. Management’s refusal to sign the representation letter should be noted in the AUP report as required by attestation standards. Finding: No exceptions were noted as a result of this Procedure. 9 SCHEDULE 1 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO ALL OTHER FUNDS LISTING OF ASSETS TRANSFERRED TO SUCCESSOR AGENCY As of February 1, 2012 Total as of February 1, 2012 ASSETS Cash and investments Restricted cash and investments Cash and investments with fiscal agent Land held for resale SUBTOTAL ASSETS (MODIFIED ACCRUAL) $ 5,710,238 9,773,828 10,546,133 12,970,522 39,000,721 Deferred charges on long-term debt 2,030,492 TOTAL ASSETS $ 41,031,213 SCHEDULE 2 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO ALL OTHER FUNDS TRANSFERS TO THE CITY OF SIGNAL HILL FOR THE PERIOD JANUARY 1, 2011 THROUGH JANUARY 31, 2012: Date of Transfer Description of Transfer Purpose of Transfer Amount Enforceable Obligation/Other Legal Requirement Supporting Transfer 4/5/2011 Transfer of Real Properties For the City to aid and cooperate in the planning, undertaking, construction, and operation of redevelopment projects $ 11,739,678 (1) Assets transferred pursuant to Transfer Agreement dated 3-4-11 (Exhibit 1) and Health & Safety Code Section 33220 1/1/2011 Transfer of Cash Partial repayment of City advance 750,000 (2) Loan Agreement dated 03-18-08 ( See Exhibit 2 Reimbursement Agreement dated 01-17-11, Attachment A) 12/1/2011 Transfer of Cash Partial repayment of City advance 750,000 (2) Reimbursement Agreement dated 01-17-11 (Exhibit 2) $ 13,239,678 (1) As of June 30, 2012, the City had transferred these real properties back to the Successor Agency. (2) Amount added back on Summary of Balance Available for Allocation to Affected Taxing Agencies (See Schedule 9) TRANSFERS TO OTHER PUBLIC AGENCIES FOR THE PERIOD JANUARY 1, 2011 THROUGH JANUARY 31, 2012: Date of Transfer 7/12/2011 Description of Transfer Transfer of Cash to California Housing Finance Agency Purpose of Transfer Repayment of principal and interest in full on a loan related to the Las Brisas Neighborhood Revitalization Plan redevelopment project. Amount $ 1,277,737 Enforceable Obligation/Other Legal Requirement Supporting Transfer Loan agreement dated July 2, 2001 City of Signal Hill was initial borrower since the former redevelopment agency was prohibited from securing a second HELP loan within one year of the first one that the former redevelopment agency had secured for the same project. Pursuant to the loan agreement, loan proceeds were to be used for the acquisition and predevelopment of multifamily rental properties for rehabilitation and project sites for construction of multifamily rental housing within a designated redevelopment area. (Exhibit 3) SCHEDULE 3 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO ALL OTHER FUNDS RECONCILIATION OF FINANCIAL TRANSACTIONS FOR THE PERIODS ENDED JUNE 30, 2010, JUNE 30, 2011, JANUARY 31, 2012 AND JUNE 30, 2012 (a) Redevelopment Agency 12 Months Ended 6/30/2010 Assets (modified accrual basis) Cash and investments Restricted cash and investments Cash with fiscal agent Accounts receivable Taxes receivable Interest receivable Loans receivable Deposits Due from City of Signal Hill Advance to other funds - SERAF Land held for resale Total Assets Liabilities (modified accrual basis) Accounts payable Accrued liabilities Deposits payable Advances from other funds - SERAF Deferred revenue (b) Redevelopment Agency 12 Months Ended 6/30/2011 (c) Redevelopment Agency 7 Months Ended 1/31/2012 (c) Successor Agency 5 Months Ended 6/30/2012 $ 14,560,388 29,501,825 2,067,668 9,829 739,281 233,960 150,000 2,575,740 113,749 17,284,817 $ 13,012,018 13,458,964 10,522,180 9,027 1,164,224 154,686 85,312 1,063,162 12,970,522 $ 9,189,723 9,773,828 10,546,133 85,311 1,063,162 12,970,522 $ 5,000,502 9,247,926 17,125,161 4,384 44,952 24,494,592 $ 67,237,257 $ 52,440,095 $ 43,628,679 $ 55,917,517 $ 925,781 873,818 6,000,000 10,530 $ 1,938,606 909,863 6,004,000 1,063,162 1,012 $ 65,020 7,962 6,004,000 1,063,162 - $ 533,424 1,040,260 6,000,000 1,063,162 - Total Liabilities Equity 7,810,129 9,916,643 7,140,144 8,636,846 59,427,128 42,523,452 36,488,535 47,280,671 Total Liabilities and Equity $ 67,237,257 $ 52,440,095 $ 43,628,679 $ 55,917,517 Total Revenues Total Expenditures Transfers From Other Funds Transfers To Other Funds Advances from City of Signal Hill Proceeds-Debt Issuance, Net Discount Transfer property (to)/from City Transfer to Housing Authority Net change in equity Beginning Equity Ending Equity $ $ $ 6,424,695 (13,140,760) 908,580 (908,580) 681,148 (6,034,917) 42,523,452 36,488,535 $ $ 14,482,582 (26,289,643) 2,304,561 (2,304,561) 1,149,167 9,503,105 (11,739,678) (4,009,209) (16,903,676) 59,427,128 42,523,452 $ $ 15,151,496 (19,586,890) 2,121,913 (2,121,913) 1,118,334 20,426,669 17,109,609 42,317,519 59,427,128 $ 6,324,335 (6,141,821) 18,417 11,739,678 (1,148,473) 10,792,136 36,488,535 47,280,671 $ 2,073,146 $ 2,123,220 $ 2,030,492 $ 1,964,126 $ 105,232,270 $ 109,383,124 $ 105,628,508 $ 105,427,244 Other Information (show year end balances for all three years presented): Deferred charges as of end of year Long-term debt as of end of year (a) Agreed amounts to State Controller's Report and audited financial statements. (b) Agreed amounts to audited financial statements. (c) Agreed amounts to accounting records. SCHEDULE 4 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO ALL OTHER FUNDS LISTING OF ASSETS As of June 30, 2012 Total as of June 30, 2012 ASSETS Cash and investments Restricted cash and investments Cash and investments with fiscal agent Accounts receivable Interest receivable Land held for resale SUBTOTAL ASSETS (MODIFIED ACCRUAL) Deferred charges on long-term debt TOTAL ASSETS $ 1,626,817 9,170,900 17,125,161 4,384 44,952 24,494,592 52,466,806 1,964,126 $ 54,430,932 SCHEDULE 5 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO ALL OTHER FUNDS UNSPENT BOND PROCEEDS JUNE 30, 2012 Par Amount of Bonds Less: Original Issue Discount Less: Underwriter's Discount Add: Transfer from Refunded Bonds Funds and Accounts Bond Proceeds Per Bond Transcripts Less: Deposit to Cost of Issuance Fund Less: Deposit to Reserve Fund Less: Deposit to Refunding Bond Escrow Net Bond Funds Less: Project cost drawdowns, net int. inc. Remaining Project Funds Reserve Funds Total Unspent Bond Proceeds 2009 Tax Allocation Parity Bonds $ 20,655,000 (228,331) (123,930) $ 2011 Tax Allocation Parity Bonds $ 8,835,000 (181,895) (66,262) $ Totals 29,490,000 (410,226) (190,192) 20,302,739 8,586,843 28,889,582 (237,239) (2,065,500) 18,000,000 (8,829,100) 9,170,900 2,090,555 11,261,455 (145,000) (883,500) 7,558,343 14,328 7,572,671 883,589 8,456,260 (382,239) (2,949,000) 25,558,343 (8,814,772) 16,743,571 2,974,144 19,717,715 $ $ SCHEDULE 6 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO ALL OTHER FUNDS LISTING OF NONLIQUID ASSETS As of June 30, 2012 Basis for Determining Value ASSETS Fair market value change in cash and investments Land held for resale Deferred charges (issuance costs) related long-term debt Fair Market Value Cost Net Book Value (A) Balance at June 30, 2012 $ 6,048 24,494,592 1,964,126 $ 26,464,766 NOTE: (A) Net Book Value equals actual costs less accumulated amortization. SCHEDULE 7 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO ALL OTHER FUNDS LISTING OF CASH BALANCES FOR RETENTION TO MEET ENFORCEABLE OBLIGATIONS IN FISCAL YEAR 2012-2013 (ROPS 1) June 30, 2012 Vendor/Payee Purpose of Transactions Amount $ 328,035 Enforceable Obligation/Other Legal Requirement Supporting Retention Various SB 211 Pass-through payments Reported on ROPS 1, Page 1, Lines 10-20 LBSH Parcel I LLC Tax sharing subsidy 1,040,260 Mitchell Land and Improvement Financial assistance 3,042 Reported on ROPS 1, Page 2, Line 2 Signal Hill Auto Center Sign lease and maintenance 9,305 Reported on ROPS 1, Page 2, Line 3 MWH Americas, inc. Recycled water facilities 7,125 Reported on ROPS 1, Page 2, Line 6 Reported on ROPS 1, Page 1, Line 24 $ 1,387,767 These enforceable obligations were reported on ROPS 1 and have been incurred but not paid as of June 30, 2012. Payments of these obligations are scheduled after June 30, 2012. These enforceable obligations were not listed on the approved ROPS for the periods July 1, 2012 to December 31, 2012 (ROPS 2) and January 1, 2013 to June 30, 2013 (ROPS 3). Therefore Successor Agency believes that $1,387,767 of existing asset balances needs to be retained to satisfy these enforceable obligations. SCHEDULE 8 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO ALL OTHER FUNDS LISTING OF CASH BALANCES FOR RETENTION TO MEET ENFORCEABLE OBLIGATIONS IN FISCAL YEAR 2012-2013 Purpose of Transactions Payee Amount $ 366,232 Enforceable Obligation/ Other Legal Requirement Supporting Retention US Bank National Assn. Scheduled Debt Service Payment US Bank National Assn. Scheduled Debt Service Payment 1,386,765 US Bank National Assn. Scheduled Debt Service Payment 198,753 Bond Documents; 2003 TAPBs, Series C Reported on ROPS 2, page 1, line 3 US Bank National Assn. Scheduled Debt Service Payment 338,872 Bond Documents; 2006 TTAPBs, Series A Reported on ROPS 2, page 1, line 5 US Bank National Assn. Scheduled Debt Service Payment 182,468 Bond Documents; 2007 TARPBs, Series A Reported on ROPS 2, page 1, line 6 US Bank National Assn. Scheduled Debt Service Payment 746,675 Bond Documents; 2009 TAPBs Reported on ROPS 2, page 1, line 7 US Bank National Assn. Scheduled Debt Service Payment 437,153 Bond Documents; 2011 TAPBs Reported on ROPS 2, page 1, line 8 US Bank National Assn. Trustee Fees 15,000 Bond Documents Reported on ROPS 2, page 1, line 9 Harrelll & Company Advisory EOPS ROPS Consulting/ Continuing Disclosure 2,300 Reported on ROPS 2, page 1, line 10 HdL Companies Property Tax Audit / Information Bonds 3,500 Reported on ROPS 2, page 1, line 11 Aleshire & Wynder Legal Counsel Services - Successor Agcy 30,000 Reported on ROPS 2, page 1, line 12 Diehl, Evans & Co/LSL Audit Services 10,000 Reported on ROPS 2, page 1, line 13 Alma Walker Trust Scheduled Debt Service Payment 50,200 Promissory Note - Dated 12/16/10 Reported on ROPS 2, page 1, line 14 Price Charitable Trust Scheduled Debt Service Payment 300,000 Promissory Note - Dated 12/10/92 Reported on ROPS 2, page 1, line 15 LBSH Parcel LLC Tax Sharing Delius Restaurant LLC Financial Assistance Signal Hill Auto Center Assn. Auto Center Sign Lease and Maintenance 9,400 Letter Agreement Dated 5/27/09 Reported on ROPS 2, page 1, line 19 Tunnel Productions Documentary on RDA History 9,552 Reported on ROPS 2, page 1, line 23 City of Signal Hill Cash Shortfall - RPTTF Jan 13-June 1, 2013 1,500,000 49,998 $ 297,965 Bond Documents; 2001 TABs Reported on ROPS 2, page 1, line 1 Bond Documents; 2003 TAPRBs, Series A Reported on ROPS 2, page 1, line 2 Owner Participation Agreement Dated 3/16/11 Reported on ROPS 2, page 1, line 16 Owner Participation Agreement Dated 2/2/10 Reported on ROPS 2, page 1, line 18 Reported on ROPS 2, page 1, line 28 1 of 3 SCHEDULE 8 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO ALL OTHER FUNDS LISTING OF CASH BALANCES FOR RETENTION TO MEET ENFORCEABLE OBLIGATIONS IN FISCAL YEAR 2012-2013 Payee Purpose of Transactions Amount Enforceable Obligation/ Other Legal Requirement Supporting Retention Mearns Consulting Property Disposition Costs: 700 Spring St. / Anastasi Property 45,000 Reported on ROPS 2, page 2, line 1 Albus and Keefe, Inc. EQ Survey 700 Spring St. / Anastasi Property 103,329 Reported on ROPS 2, page 2, line 2 Flavell, Tennenbaum & Edwards/ Laurain Appraisal Costs 700 Spring St. / Anastasi Property 30,000 Reported on ROPS 2, page 2, line 3 Lawyer's Title Title Costs 700 Spring St. / Anastasi Property 8,650 Reported on ROPS 2, page 2, line 4 Lopez General Engineering Contractor Maintenance / Weed Abatement 700 Spring St. / Anastasi Property 15,000 Reported on ROPS 2, page 2, line 5 City of Signal Hill Staff Salaries and Benefits 700 Spring St. / Anastasi Property 3,300 Reported on ROPS 2, page 2, line 6 Aleshire and Wynder, LLP Legal Counsel 700 Spring St. / Anastasi Property 13,500 Reported on ROPS 2, page 2, line 7 Flavell, Tennenbaum & Edwards/ Laurain Appraisal Costs - Sullivan Property 6,500 Reported on ROPS 2, page 2, line 8 Lawyer's Title Company Title Costs - Sullivan Property 325 Reported on ROPS 2, page 2, line 9 Albus Keefe & Associates EQ Survey - Follow Up - Sullivan Property City of Signal Hill 29,414 Reported on ROPS 2, page 2, line 10 Staff Salaries and Benefits Sullivan Property 1,650 Reported on ROPS 2, page 2, line 11 Aleshire and Wynder LLP Legal Counsel - Sullivan Property 6,750 Reported on ROPS 2, page 2, line 12 Flavell, Tennenbaum & Edwards Appraisal Costs - 3100 California 5,000 Reported on ROPS 2, page 2, line 13 Lawyer's Title Company Title Costs - 3100 California 225 Reported on ROPS 2, page 2, line 14 City of Signal Hill Staff Salaries and Benefits 3100 California 825 Reported on ROPS 2, page 2, line 15 Aleshire and Wynder LLP Legal Counsel - 3100 California 3,375 Reported on ROPS 2, page 2, line 16 Flavell, Tennenbaum & Edwards/ Laurain Appraisal Costs - Palmer, et al 14,500 Reported on ROPS 2, page 2, line 17 Lawyer's Title Company Title Costs - Palmer, et al 675 Reported on ROPS 2, page 2, line 18 Lopez General Engineering Contractors Maintenance / Weed Abatement Palmer, et al 5,000 Reported on ROPS 2, page 2, line 19 Palmer / Giant Grinder Security Deposit - Palmer, et al 5,000 Reported on ROPS 2, page 2, line 20 $ 2 of 3 SCHEDULE 8 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO ALL OTHER FUNDS LISTING OF CASH BALANCES FOR RETENTION TO MEET ENFORCEABLE OBLIGATIONS IN FISCAL YEAR 2012-2013 Payee Purpose of Transactions Amount Enforceable Obligation/ Other Legal Requirement Supporting Retention Lund Security Deposit - Palmer, et al 3,363 Reported on ROPS 2, page 2, line 21 Walker Security Deposit - Palmer, et al 3,398 Reported on ROPS 2, page 2, line 22 City of Signal Hill Staff Salaries and Benefits Palmer, et al 1,650 Reported on ROPS 2, page 2, line 23 Aleshire and Wynder LLP Legal Counsel - Palmer, et al 6,750 Reported on ROPS 2, page 2, line 24 Flavell, Tennenbaum & Edwards/ Laurain Appraisal Costs - 859 Patterson/Boatyard 4,000 Reported on ROPS 2, page 2, line 25 Lawyer's Title Company Title Costs - 859 Patterson/Boatyard 225 Reported on ROPS 2, page 2, line 26 City of Signal Hill Staff Salaries and Benefits 859 Patterson/Boatyard 825 Reported on ROPS 2, page 2, line 27 Aleshire and Wynder LLP Legal Counsel - 859 Patterson/Boatyard 3,375 Reported on ROPS 2, page 2, line 28 37,650 Reported on ROPS 2, page 3, line 11 6,250 Reported on ROPS 2, page 3, line 12 John Hunter and Associates, Flow Catch basin insert cleaning/inspection Science, Richard Montevideo & Assoc. Cherry Ave / W - LA River Trash TMDL Richards Watson & Gershon Legal Counsel - AB 939; NPDES Issues MWH Americas Recycled Water Facilities 60,000 Reported on ROPS 2, page 3, line 21 Aleshire & Wynder Legal Services - Project Related 72,000 Reported on ROPS 2, page 3, line 22 Susan Mearns Hazardous Materials Consultant 30,000 Reported on ROPS 2, page 3, line 23 City of Signal Hill Administrative Cost Allowance Staff Salaries and Benefits 180,000 Reported on ROPS 2, page 5, line 1 City of Signal Hill Administrative Cost Allowance Materials and Supplies 15,000 Reported on ROPS 2, page 5, line 2 City of Signal Hill Administrative Cost Allowance Compensated Absences 2,943 Reported on ROPS 2, page 5, line 3 City of Signal Hill Cash Shortfall - Admin Allowance Jan 13 - June 1, 2013 191,700 Cash flow Deficit Reported on ROPS 2, page 5, line 4 $ 6,851,980 3 of 3 SCHEDULE 9 SUCCESSOR AGENCY TO THE SIGNAL HILL REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO ALL OTHER FUNDS SUMMARY OF BALANCE AVAILABLE FOR ALLOCATION TO AFFECTED TAXING AGENCIES As of June 30, 2012 Total amount of assets held by the Successor Agency as of June 30, 2012 - (Procedure 5) $ 54,430,932 Less assets legally restricted for uses specified by debt covenants, grant restrictions, or restrictions imposed by other governments - (Procedure 6) (21,217,715) Less assets that are not cash or cash equivalents (e.g., physical assets) - (Procedure 7) (26,464,766) Less balances that are legally restricted for the funding of an enforceable obligation (net of projected annual revenues available to fund those obligations) - (Procedure 8) (1,387,767) Less balances needed to satisfy ROPS for the 2012-13 fiscal year - (Procedure 9) (6,851,980) Less the amount of payments made on July 12, 2012 to the County Auditor-Controller as directed by the California Department of Finance - Add the amount of any assets transferred to the City for which an enforceable obligation with a third party requiring such transfer and obligating the use of the transferred assets did not exist - (Procedures 2 and 3) Amount to be remitted to County for disbursement to affected taxing agencies 1,500,000 $ 8,704 EXHIBIT 1 RESOLUTION NO. 2011-03-455 DATED MARCH 4, 2011 PROPERTY TRANSFER RESOLUTION NO. 2011-03-455 A RESOLUTION OF THE SIGNAL HILL REDEVELOPMENT AGENCY APPROVING A TRANSFER AGREEMENT FOR THE TRANSFER OF CERTAIN PROPERTIES OWNED BY THE AGENCY TO THE CITY OF SIGNAL HILL FOR USE FOR PUBLIC PURPOSES AND FOR CITY TO CARRY OUT REDEVELOPMENT ACTIVITIES, PURSUANT TO THE CALIFORNIA REDEVELOPMENT LAW WHEREAS, the City Council of the City of Signal Hill {the "City Council") adopted Redevelopment Project No. 1 (the ~~Project Area") on July 16, 1974, pursuant to Ordinance No. 74-7-729, which resulted in the allocation of taxes from the Project Area to the Signal Hill Redevelopment Agency (the "Agency") for purposes of redevelopment; and WHEREAS, the intent of the Redevelopment Plan is, in part, to provide for the development and redevelopment of blighted areas in the community; to promote the general welfare of the people within the community by improving physical and economic conditions through employment of all appropriate means; to perform specific actions necessary to promote the redevelopment and the economic revitalization of the Project Area; to provide for the construction and installation of necessary public infrastructure and , facilities and facilitate the repair, restoration, and/or replacement of existing public facilities; 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 Area; and to take all other necessary actions to implement the Redevelopment Plan for the Project Area and to expend tax increment to accomplish the goals and objectives of the Redevelopment Plan; and WHEREAS, the Agency has adopted its Five-Year Implementation Plan for the Project Area (the "Implementation Plan") with established goals to support affordable housing, economic development, community revitalization, commercial revitalization, and· I: I I • institutional revitalization, and to implement the programs and activities associated with these goals~ the Agency has acquired real property within the Project Area to be redeveloped; and Resolution No. 2011-03-455 March 4, 2011 Page 1 of 5 WHEREAS, because the Project Area consists of 840 acres of active and formerly active oil fields, which present difficult environmental issues including soil contamination, improperly abandoned and leaking oil wells, abandoned pipelines, irregular lot patterns, and which are a major contributing factor to the blighted areas in the community, the Agency has during the course of its redevelopment activities acquired properties listed in Exhibits ~~A/' "B," and "C" to remediate and redevelop for future economic development projects and for the elimination of blight; and VvHEREAS, Agency has acquired parceis or portions of parcels, inciuding a former oiJfield site which has been undeveloped for over 70 yrs due to the division of the 4parcel, 4 acre site into some 7000 interests and the Agency's condemnation authority was required to assemble the site, and properties acquired along Cherry avenue, the City•s commercial center, all of which are necessary for street and road purposes; for pipelines, easements and facilities for utilities and sewer and water works including reclaimed water; for park, recreation and open space purposes; for public parking purposes; and for public faciiities such as a police station; and said parcels have been acquired over time but have not yet been transferred to the City, while some are still undergoing the acquisition process; and WHEREAS, because the existing 13,000 square foot Signal Hill Police 1 Station was constructed in the 1960 s for a department of 25 officers and support staff, serving a City population of 4,600, and the appointment of a Citizens Blue Ribbon Committee in 2004 studied the need for remodeling or constructing a new station and found that, since the City's population had grown to 9,800 and the police department had grown to 54 officers and support staff, the City took the recommendation of the Committee to construct a new 21,500 square foot station and selected a 4 ...acre site located 2745 Walnut Avenue, which was previously divided into 7,000 oil development shares and had taken the Agency's powers of condemnation to assemble over a two-year period, and which the Agency authorized a $20 million bond issue to purchase the land, complete construction plans, and the construct the facility; and Resolution No. 2011-03455 March 4, 2011 Page 2 of 5 WHEREAS, the Agency embarked on the redevelopment of the Spring Street Corridor in 1989 with the adoption of the Auto Center Specific Plan and the development of Long Beach BMW on eight acres at the southeast corner of Cherry \ Avenue and Spring Street that same year, leading to the success in establishing the BMW dealership soon led to the relocation of several Long Beach auto deaferships to Signal Hill, including Glenn E. Thomas Dodge, Long Beach GMC/Pontiac/Buick (now Boulevard of Cars [GMC/Pontiac/Buick]), Long Beach Nissan (now Schaier's Auto Center (Nissan), Long Beach Honda and more recently (2002) Long Beach Mercedes Benz, and the Agency is currently working on the construction of a Carmax dealership for an Agencyowned parcei (the 3-acre site) on Spring Street and has constructed the Auto Center's landscaping and median improvements on Cherry Avenue and Spring Street, and now the Agency needs to rehabilitate the Auto Center sign, and also develop auto storage parcels to protect the long-term viability of the auto dealers in the recessions, two of whom had business failures; and WHEREAS, pursuant to Section 33220 of the California Community Redevelopment Law, which is codified as Health and Safety Code Section 33000 et seq. (the "CRL"), certain public bodies, including the City of Signal Hill ("City"), may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects; and WHEREAS, the Agency desires to transfer to the City, the Properties, along with the responsibility of implementing the Redevelopment Plan and the Implementation Plan to bring about the redevelopment of those Properties, as the City is familiar with the environmental issues associated with the Properties and the goals of the CRL, the Redevelopment Plan, and the Implementation Plan; the City has been intimately involved with the development of the Signal Hill Auto Center and the Auto Center Specific Plan; ~he City has land use authority within the City; the City administers the City Oil Field Code; and the City desires to cooperate with the Agency and to carry out the redevelopment of the Properties, in accordance with the objectives and purposes of the CRL, the Redevelopment Plan, and the Implementation Plan; and Resolution No. 2011-03-455 March 4, 2011 Page 3of5 mcc-------------------------------------~-------------'------ WHEREAS, the Agency and the City have prepared a Transfer Agreement (the "Agreemenf') for the for the Agency to transfer to the City the Properties for the following purposes: (i) the City shall retain each of the Properties listed in Exhibit "A" for public use, in accordance with the City's authority as a duly organized municipal corporation; (ii) the City shall convey each of the properties listed in Exhibit "8" within ninety (90) days through disposition and development agreements for private development by qualified developers experienced in development of environmentally constrained land; (iii) the City shall have all the authority that the Agency has under the CRL to carry out the redevelopment of these Properties; and (iv) the activities of the City hereunder shall be undertaken, in accordance with the CRL, as the CRL is written as of the execution date of the Agreement; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF SIGNAL ~ILL DOES HEREBY RESOLVE, AS FOLLOWS: Section 1. The Agency hereby finds and determines that the foregoing recitals are true and correct. Section 2. The Agency has received and heard all oral and written objections to the proposed transfer of Properties from the Agency to the City as proposed in the Agreement, and to other matters pertaining to this transaction, and all such oral and written objections are hereby overruled. Section 3. The Agency hereby approves the Transfer Agreement transferring the Properties listed in Exhibits "A" and "8" of the Transfer Agreement, and approves the transfer of such Properties pursuant to the terms thereof. The transfer is subject to the following terms (see staff request). Section 4. The Executive Director may include the transfer of additional parcels or portions of parcels thereof for street, utility, or other public purposes related to the foregoing. Section 5. The Agency Executive Director, or designee, is hereby authorized to execute the Agreement on behalf of the Agency, together with such nonsubstantive changes and amendments as may be approved by the Agency Executive Director and Agency Counsel. Resolution No. 2011-03-455 March 4; 2011 Page 4 of 5 Section 6. The Agency Executive Director, or designee, is hereby authorized. on behalf of the Agency, to sign all documents necessary and appropriate to carry out and implement the Agreement, and to administer the Agency's obligations, responsibilities and duties to be performed under the Agreement. Section 7. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED and ADOPTED, this 4th day of March, 2011. ~~'~ TINA L. HANSEN AGENCY CHAIR CITY OF SIGNAL HILL COUNTY OF LOS ANGELES STATE OF CALIFORNIA ) ) ss. ) I, REBECCA BURLESON, Agency Secretary of the Signal Hill Redevelopment Agency, California, do hereby certify that the foregoing Resolution No. 2011-03-455 was duly adopted at a special meeting of the Signal Hill Redevelopment Agency, California, on the 4th day of March 2011, by the following vote: AYES: CHAIR TINA L. HANSEN, VICE CHAIR MICHAEL NOLL, MEMBERS LARRY FORESTER, ELLEN WARD NOES: NONE ABSENT: MEMBER WILSON ABSTAIN: NONE ~~ REBECCA BURLESON AGENCY SECRETARY Resolution No. 2011-03-455 March 4, 2011 Page 5 of 5 ,.,...,.._, (J,) POLICE STATION Location Lot Size r i_: 2 l ;. Potential Use APN H .• I \.\ 'J 0 : )~ ~ Jnr. i;: E g.: ~~ ., - G i- .--:~ r-:r_ 1)·, : .:.. {~ l\) ~; ~ tr• ~ r:.,. - ® 2621 St. Louis venue A N # 7!212~014-094 (?.,) 1850 28th Street ~ Site lot Size Tax Assessors Parcel# 0 1.15 Acres 7212·012·045 to 077 Rezone From: GI-Generallndustrial To: SP-4 Auto Center Specific Plan 28TH ;o Composite of multiple lots No. OPERATOR WELL DESIGNATION 0 (/) m WELL DATE LOCATION STATUS ABON. SOURCE. API NO. 1 2 Signal HiU PMtole um, Inc C48 037· 08779 Idle (Wo>l Hud) SigMf Hlll Petrolel.ln, Inc. • C54 037· 09'020 Acti~ 3 S11n Exploration & Produttion C<>. "Dy&' 4 037- 09921 Abandoned 4 Signal Hill Petrol&um, Inc. C49 037- oms ldlt (P~mp Unit) ~ Hury S. Rothschild "Ytmktt" 2 037· 09915 Abando~ed GPS GPS 07i0511i13 6 Yunker, Mo1ton & Dolley "Assocl•tu•1 037· 12\90 Ah•ndOfled 0410311951 OI!IU/1970 r A!l~n Uc OU 1 037· 093U Abandoned 0412911S61l 8 Slgnat Hfll P•tio le 1111, Inc. CS5 037· 10599 Abandoned o512~ts94 Co. + HUO HUO HUD ---~ HUD I I HUD HUO NOTES: 1) The locations of welts illustrated on this map are approximate and based on historic infOfmation supplied by the State Division of Oil & Gas. The actual locations for buried wells would be detennined during excava~on and grading operations. 2j. The historic locations of oi! we!! sumps and above ground storage tanks are approximate and based on historic aertal photograph$, lire insurance maps and city reeords. 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NOTED SIGNAL HILL REDEVELOPMENT AGENCY UNLESS OiHERWlS!:: STREET LINES FER MR 1~89-90 2011 MAPPING no~O GIS SlZRVICES LINES IN THIS TRACT AL THOUGI LOTS ARE MEASURED FROM TK STREETS SCALE 1",. 80' ~-l----1 I I I I ~; I I I I I ....0 CALIFORNIA I ___ _j ,'1- <t R~12~ sam TRACT (f) . co r--R"12 'a<%- "'"' ~ 23~!) "'5190:tSF 81 60 1- g R NORTH 76> d's !~ ._______I_i~ 28286 (69) ~ 20 TRACT ~ 100.02 10121 24~~ 2 ~ ~~) -~-~-· j ~ l 25@ ~ \ .. 1.05±AC ,/ 8~ 101.22 1·11'1.13 26~i) 4 100.111 101 23 27(8o) 5 (i1J 644lhSi' I 1- """ l{) <00 50 l ! I I PG ! 3 l I I l I I l l i I I 62') '~-_..... 10!?4 -------- N 1.() l{) Ul6!:AC 0.0\t. 00 3 ,~') 10001 0 0 2 101.21 100.02 :;;" w •t •. e5 B920 1 I I j I I l l \ l I l I 1 I I ~ 0 "" POR NO 1298 ~RA;~ . .~~ &. 737 NOTES: 1} The locations of wells illustrated on this map a1 information supplied by the State Division of 0 wells would be determined during excavation a 2} The historic locations of oil well sumps and ab approximate and based on historic aerial phot< records. Actual locations would be determined and grading operations. AUTO CEN1ER SIGN $ ~~-S-AN DIEG. ~l.MsSUMP FWY. --· @;-=-_ 0 -~~---~ w . > <t ,..__ __, 8 ·31'· ~3 2 • SIGNAL Hrll PETROLEUM • 3 • HUD GPS OILWELLS Heads up digitized (from scanned. georeferen Collected via Global Positioning System WELL . :3]; -~~)!{· ~ _N_o_ • ....:.-O_PE_RA_TO __R _ _ _ _O.. . :E:;..;.:Sc:.. ::IGNA TION UNDERGROUrJD PIPELINE UJ > <{ (~ !!00 Califc <( 1-t z ~ UJ 0 l9 IJ.. 1-t lot Size a:: Potential Use Tax Assessors I <( _,J <( u Location z 0 Composite.of mul SPRING STREET _'1,-Li:~l 29th Street Site c Location Lot Size Potential Use Tax Assessors Parcel# 0.72 Acres Auto Center 7212-006-061 PRC Composite of multiple lots SPRING STREET ui u.i > <( > <( <( z w 0 a:: <( t9 29TH --- ... ---- ---·-- ------- ··- -· --------·-··-··--···--.. -----------· ----------------· STREET (Xr~\ t31·r· C., lf . @L \~·00_ .~ . :;;rr·i~,J 7212 ( ; / '· ~ .- 91Ye~·-=---, ~ll ~ 'v,_ .;._. ·~·~_'!_i:_~ ~ _d_e.~_' cl& ~-P.~'::>~ ~m-~~~-dJ_"'.~.'!.~L~~-~~ 8 SHEET l "'2oO:"-' Tile> as,;e&siiiMt G f units in th f'lan$, incl'-l·le~< all right" and etrf>a:, r,o!J, ~·fd fer 11 in dc~~d'5. td ' , ...... ... ,.. ._ ..,. __ .. 2010 -~ ... ~ f o:-1 c oro i t1 11J r- PI ~n l~etertnu, ·.~·~2 89b r ~4 28-.3 Pj1.' i 37- f -#2093711 ;AIIIet~dE<d ~ @. ,~Bag·~~--~:'.6-_~;~J::· _ 2.ZII-S.3 · ~ //)' 'j I I I I I I I i I I I I I I I I I ! "'<•"' 4~ ""t I I I I I .,.<:1~ ~ (§1@1@1~~1@1r;j!J t()Q 1 I ' • L .. I. '• 1 ,IJo /Q(/ 0) • ~1oSHEET 5 @ !<; I ~. !lllo ~- IS~ ~~ :)!) ;"' /.H A<. :;! \'> -iUt · 14 :e~ ~ ""M 13 ~ ~ 12~ 10-f '"" I ro ~ ~ £. t N p,pr. "' I~ ;,~ -10~- ·-· -~ W:tJ '-· ~ .,.,_ ~~ 100 ji)IJ I< @ @ @ II ~ 10 ~ ~ ~ <:> ,... '1'4- g 'Y "'~ .;; ~~ !- 8 ~ ::: - ~ lj i~ '"" .. ,. ~c « ~( !DIJ ; {I) ~ wj. Wf !OT<t!l/ @ I t~ .(\I Ui.:J I~ I~ m i.!Jit/1.:• ~I u "' 1o., ~? t..:" 81)., 290 l (i/O) ·--...r "'< ~ q; 2 ., I "'149 1.>3!-fc, ~ 3 ~ .. /{)() ~ - I-t~> ;~\.JI 59~ Joo ~- " ; 1/!ll ~ <:) 4 ~ I• @; @ (JO ~<) -F. ~ @ .90- ~ ·~ $/) (do ..., ~ t; 5 AVE.. - {I}(! @ @ j ~~::;~:.·£••~~ 1 ~- • ·.. J.9!;ill, "., ~ @ 100 t ' ~ :99.!19 . . _.,- ~ "'6 2S317 ~ /()() lrJtJ ~-~Hluno.,r~ Tred Nu. .I 1t I '-"" I ,.f!J(J I AVE. •:fti-9oo-s~ies' ~)~~~--~~~- orl '"t'hr~'p;;;g-; ·a;:e"a~~ess~cf' !rfc:t; ~ (iJ The Sig(la! Hill Redevelorment 5674 Agency, unif!bs :_?_t~)-~;::~~-i.~~--~.?.~~-~: -----'" .. ---· ...... - -- - [ tre-e If\$ jJ ·act <:<m£ Atv1£R!CAN COLONY TRACT t'&~M': 2 TO 7' $'!Hi TR.f.CT ~0. 4_092 CONDOMJNIUM MR.!9-89-90 M.8~46·-§8 ·nte CONDOMINIUM PARCEL MAP., .... P. M. 13>7 - 5 CRESCENT HEIGHTS ST. ~- ! I 1 I u.J I UJ t I> <{ ef'-roject Area ~-------------- > <( I ~--- i I iI Location 2435-24€ lot Size Potential Use Tax Assessors Parcel# 48,600 s CTC 7214-00! iI i Composite of multiple lots i I J-- SUMP ! NOTES: i 1) The locations of wells Ulustrated on this map historic information supplied by the State Divi locations for buried wells would be determine grading operations. Ii 1 i i SUfvlP 2) The historic locations of oil well sumps and c: approximate and based on historic aerial pho and city records. Actual locations would be d1 environmental testing and grading operations TRENCH l l<C ·z w 0 0 <( ~ Ul l.9 ' - - - - - - ---. ______ __L_ __ ~ - - - _ _ ___,___ _ _ BURNETI / HUD HEADS UP DIGITIZED (FROM SCANNED, GEOR UJ \.,() ~ OIL WELLS ~----- ST. WELL No. OPERATOR DESIGNATION 1 Armstrong Petroleum Corp ~"Long Beach Community" 3 2 Armstrong Petroleum Corp 'Long ~act1 Commul'lity" 22 - --'-· G3T 037 -· E!;fttt>l·r '' c n ~ '175 J- ;2 'fg5 GofileNA. ~ W2- Project Area ... -. Location Lot Size Potential Use Tax Assessors Parcel# ···~ ·····~~- CRESCENT HEIGHTS ST. .3 .4 w > <( Gardena Ave./C1 1.11Acres CTC 7214·005-014 7214·00 5-015 w > <( Composite of multiple lots i M&J OPERATORS NOTES: "ELLA" 1 1} The locations of wells illustrated on this map are approxim information supplied by the State Division of Oil & Gas. Th wells would be determined during excavation and grading SUMP UNDERGROUND PIPELINE j CORRIDOR ~ ~~: ·j i i1t1. ' ~;! ~ 1 • 113' 2) The historic locations of oil well sumps and above ground approximate and based on historic aerial photographs, fire records. Actual locations would be determined during Pha1 and grading operations. ~ HUD GPS OIL WELLS Heads up digitized (from scanned. georeferenced mylar n Collected via Global Positioning System 8 • WELl No. OPERATOR DESIGNATION API NO , __ !) <( ~ z w 0 w tf} ® 0 0::: BURNETI ~~~--' ---· ........ --------- ST. --- -·-··- ~~ --~----- a: <( l9 1 A.D. Mitchell M & J Operator "Ella" 2 "Ella" 1 037· 037- 094: C & C Exploration Franwln Oil & Gas "Ella" 1 037- 088: 4 1P. 037· 097i s Signal Hill Petroleum D48 ()37· 087! 6 Signal Hill Petroleum D42 037· 089< 7 Douglas Man: ell "M and 8"1 037· 10H 2 3 103: 700 Spring Street Site Lot Size Potential Use NOTES: 1) The locations of wells Illustrated on this map are approximate and based ort historic Information supplied by the State Dlvlslort of OU & Gas. The actual locations for bur1ed wells would be determined during excava!lon and grading operations. 7.91 Acres Auto Center TaK Assessor Parcel# 72G7-006-027 to 046 7207-006-0551o 081 7207·007·001 to 046 POTEN.nAL AREA TO BE VACATED BY CITY The historic locations of oil well sumps and above ground storagl! tanks arl! approximate and based on historic aerial photographs, fire Insurance maps and city records. Actual locations would be determined during Phase II environmental testing and grading ()peraUons. II AREA TO BE DEDICATED TO CITY Composite of multiole iots HUO GPS Heads up digitized (from scanned. georeferenced mylar map) Collected via Global Positioning System () OILWEllS ~ \ \......... ~-~~~-. ~-~- SPRING -- 2) . ST. u.i > <( ( ~ I ~~~~~~~~~r4$~~~~~~®~~??ls~tr~PlPELlNEfO~.RlDOR ~ UNDER ROUND 4 PlPEUNE VISISLE AST> s1 Dedi~atiCil I - I I ----, 1 ..-:--i-----4i- !LLEGAtJ DUMPING II ! E~hiM N<l A:<is Petroleum Co Ran~ or Calltomla Justin D. & Ln~~M Bartlow z 0::: 29TH 0 LL. :J <( u S'gnal Hill West, Ltd. Canadian Gapj\g! Corp. Russ-en & Doris carr A7 Nelso:m C<loper Jl.S A9 Myron F Erickson Trust Guli€•rrez & De L8 Garze, A to Esta•.e- Wilbur Hall J\11 A12 A.13 Hathaway Prop.;;rties, Inc. Rog&r Homer A 14 - - 5 Dedication <( Property Owner AI A2 A3 A4 A5 A6 Robert W. &. Aurora Lee Gilbflrt Louis A15 Florence & Edward LyDn A16 McN;moo Famly Trus.t N•ck A. & Betty C. Me~rs A17 A 1!3 A 19 A20 1\21 A'l2 A23 u.s ·Forms! L Mi'lrril Esla-:e of Helan E. Newcomer Esta-.e of James O'Donnell Terr~ P9t!trsen &Timoth~ Bell Signal Hill Petroi~>Um SOuthwest Product! Co. A24 A2!5 Duane V. & Esther Woopert Flo•E•nce E & Lan~· W Young A26 Canndrnn Capital Corp I )) !i• '·'· 1 1\ t, l ~ •t r~l''11srro b>lt~~,;4;i,6fti.;i[:;·:-j·~;; --2no:mlo;:c14nOII.u!4 2H l~lli<.lu,<0J0f.~Cf!l('-'"'-2'' :C 1 2DOC,Ot t\!(.)(iO~iiU?_: 2t~-,:,_;''~i·:.::;' '.:' l -. L. i ,, ~ ... ! ~;T l.•.i l 1 - PG ·~--..J ,- ~---~ __ I _L_ __~_ .'2812" I I I j_ :.•\!·!fUN I L "''I II I" I' I' !I': I j :'.1' 32• ,l:\' !I !i J'i' ',,, ' L ~--l~~J - ')1• I I· I . 38• i _j __ " _L_j_~ __\ __L ::,. -- .. -- r- j.."·l:t 1 f 1 ~- ! 1 -· - ·- l 1 I I PG--j - 3 ~~-,~ I I .f i I !i ---.J..~_n..,,.,.._.._..._ __ ~,.~ • "<l _,; til< II NOTES: 1) The locations of wells illustrated on this map are approximate and based on historic Information supplied by the State Division of Oil & Gas. The actual locations for buried wells would be determined during e(cavation and grading operatlons. 859 PATTERSON STREE 2) The historic locations of oil well sumps and above ground storage tanks are approximate and based on historic aerial photographs, fire Insurance maps and city records. Actual locations would be determined during Phase il environmental testing and grading operations. Location 8 Potential Use APN HUD GPS OILWELLS H~ds up digitized (from scanned. georeferenced mylar map) Collected via Global Positioning System WELL No. OPERATOR Harold C. Morton Signal Syndicate No.4 DESIGNATION API NO. Galil 0.14 Trar Lot Size 720~ Composite of multiple lots WELL DATE LOCATION STATUS ABDN. SOURCE. "Power" 15 ST. 28TH w > <( 2 ._, _~-~ 1 . ---- .. -- ... ------ ---··---------·- -·----· • ~--~li~1'! 3'i JS w > ~ 4() l! i 42 ~ ·------- ·····-- -----------' 44 '!G '~4~7 tlcl 0 • 0 PATTERSON CONTRACTOR'S TRAILER TELEPHONE POLES EXHIBIT ST. EXHIBIT 2 REIMBURSEMENT AGREEMENT DATED JANUARY 17, 2011 EXHIBIT 3 HELP LOAN AGREEMENT DATED JULY 2, 2001 EXHIBIT 4 EXCERPTS FROM DISPOSITION AND DEVELOPMENT AGREEMENT DATED NOVEMBER 14, 2006 EXHIBIT 5 ATTORNEY LETTER DATED DECEMBER 14, 2012 RELATED TO INSTATEMENT OF CITY/ RDA LOANS UPON FINDING OF COMPLETION CITY OF SIGNAL HILL OVERSIGHT BOARD 2175 Cherry Avenue Signal Hill, CA 90755-3799 January 10, 2013 AGENDA ITEM TO: HONORABLE CHAIR AND MEMBERS OF THE OVERSIGHT BOARD FROM: CHARLIE HONEYCUTT DEPUTY CITY MANAGER SUBJECT: SIGNAL HILL POLICE STATION AND EMERGENCY OPERATIONS CENTER PROJECT TAKEOVER AGREEMENT Summary: The original contractor for the Signal Hill Police Station and Emergency Operations Center Project has defaulted and their contract has been terminated. The City Council as Successor Agency has approved a Takeover Agreement between the Successor Agency and Arch Insurance Company. Arch Insurance Company is the Surety and is now responsible to complete the construction of the new police facility. Recommendation: Approve the Takeover Agreement between the City Council as Successor Agency and Arch Insurance Company. Fiscal Impact: Arch Insurance Company is now responsible to complete the Signal Hill Police Station and Emergency Operations Center Project under the terms of the original contract. The balance of the contract is estimated at $4.15 million. The project is funded through an $18 million Tax Allocation Bond issued by the former Redevelopment Agency. To date the contract price is $8.96 million. $6.72 million of the contract has been completed. $4.32 million has been paid and $493,621 is being held in retention. Takeover Agreement January 10, 2013 Page 2 Background: On September 21, 2010, the City awarded a contract to FTR International, Inc. to construct the Signal Hill Police Station and Emergency Operations Center Project, No. 847. On February 15, 2012, FTR International abandoned the construction site without explanation and did not return. The City terminated the contract on March 19, 2012 due to failure to perform the obligations of the contract. As required by the contract, FTR International was required to provide Payment and Performance Bonds by a highly rated surety company to protect the Agency against a situation such as contractor default. The bonds require that the Surety complete the remaining work and obligations of the contract. Analysis: Arch Insurance Company is the Surety that issued the Payment and Performance Bonds and is now serving as the general contractor responsible for the completion of the Police Station project. Arch Insurance has hired Kemp Bros. Construction to complete the construction of the Police Station and Emergency Operations Center. A Takeover Agreement has been prepared that establishes the terms and conditions for the Surety to assume the responsibility of the project. The Takeover Agreement includes the following: • Establishes the amount of the contract that has been paid, the unpaid balance of the contract, and the amount of retention being held. • Establishes the amount of claims that have been filed against the former contractor, FTR International, which the Surety will be responsible to resolve. • Requires the Surety to perform and complete the remaining work and obligations on the project as identified in the contract documents. • Establishes April 1, 2012 as the date that liquidated damages began being assessed. • Establishes that payment for work performed shall be paid to Arch Insurance Company. The Successor Agency approved entering into the Agreement on November 6, 2012. If approved by the Oversight Board, the Agreement must be sent to DOF, which will determine within the five-day period thereafter whether or not it wishes to review the transfer. Assuming no request for review is made within that period by DOF, the action becomes final. If DOF requests review of the action, it has up to 40 days from the date of its request to approve the oversight board action or return it to the oversight board for reconsideration. Thereafter, the action may be relied upon by all persons as conclusive. Construction has been progressing well. Under the current schedule, the new police station is scheduled to be operational in January 2013. Takeover Agreement January 10, 2013 Page 3 Approved: _________________________ Kenneth C. Farfsing MINUTES OF A REGULAR MEETING SIGNAL HILL OVERSIGHT BOARD November 8, 2012 A Regular Meeting of the Signal Hill Oversight Board was held in the Council Chamber of City Hall on November 8, 2012. CALL TO ORDER – 6:04 p.m. ROLL CALL PRESENT: CHAIR HAUBERT VICE CHAIR NOLL MEMBER GABEL MEMBER WAROT MEMBER WILLIAMSON MEMBER YU ABSENT: MEMBER CHERNISS PLEDGE OF ALLEGIANCE Chair Haubert led the audience in the Pledge of Allegiance. PUBLIC BUSINESS FROM THE FLOOR ON ITEMS NOT LISTED ON THE AGENDA There was no public business from the floor. CHIEF ADMINISTRATIVE OFFICER REPORTS a. Housing Asset Transfer to Signal Hill Housing Authority Chief Administrative Officer introduced the Redevelopment/Economic Development Manager who presented the staff report. The Oversight Board, Chief Administrative Officer and Redevelopment/Economic Development Manager discussed changes to the resolution. November 8, 2012 Minutes of the Oversight Board Page 1 of 5 It was moved by VICE CHAIR NOLL and seconded by MEMBER WAROT to waive further reading and adopt Resolution No. 2012-11-03 directing the Successor Agency to transfer housing assets pursuant to Health and Safety Code Section 34176 to the Signal Hill Housing Authority as amended. Chair Haubert read the title of Resolution No. 2012-11-03: A Resolution of the Oversight Board of the City of Signal Hill, California, directing the Successor Agency to transfer housing assets pursuant to Health and Safety Code Section 34176 to the Signal Hill Housing Authority. The following vote resulted: AYES: CHAIR HAUBERT VICE CHAIR NOLL MEMBER GABEL MEMBER WAROT MEMBER WILLIAMSON MEMBER YU NOES: NONE ABSENT: MEMBER CHERNISS ABSTAIN: NONE b. P & M Diesel Settlement Chief Administrative Officer introduced the Redevelopment/Economic Development Manager who presented the staff report. Member Gabel asked about a line item on the third ROPS schedule. Redevelopment/Economic Development Manager addressed the question. It was moved by MEMBER GABEL and seconded by VICE CHAIR NOLL to approve the Stipulation to Entry of Judgment in Signal Hill Redevelopment Agency v. Walters, Los Angeles Superior Court Case No. BC 49662. November 8, 2012 Minutes of the Oversight Board Page 2 of 5 The following vote resulted: AYES: CHAIR HAUBERT VICE CHAIR NOLL MEMBER GABEL MEMBER WAROT MEMBER WILLIAMSON MEMBER YU NOES: NONE ABSENT: MEMBER CHERNISS ABSTAIN: NONE CONSENT CALENDAR a. Minutes of the Following Meeting(s) Special Meeting of the Oversight Board, October 4, 2012. Regular Meeting of the Oversight Board, October 11, 2012. Member Gabel asked for an amendment to the minutes of October 4, 2012. It was moved by MEMBER GABEL and seconded by VICE CHAIR NOLL to approve the minutes of October 4, 2012 as amended. The following vote resulted: AYES: CHAIR HAUBERT VICE CHAIR NOLL MEMBER GABEL MEMBER WAROT MEMBER WILLIAMSON MEMBER YU NOES: NONE ABSENT: MEMBER CHERNISS ABSTAIN: NONE It was moved by VICE CHAIR NOLL and seconded by MEMBER GABEL to approve the minutes of October 11, 2012. November 8, 2012 Minutes of the Oversight Board Page 3 of 5 The following vote resulted: AYES: VICE CHAIR NOLL MEMBER GABEL MEMBER WILLIAMSON MEMBER YU NOES: NONE ABSENT: MEMBER CHERNISS ABSTAIN: CHAIR HAUBERT MEMBER WAROT OVERSIGHT BOARD – NEW BUSINESS There was no Board new business. ADJOURNMENT It was moved by VICE CHAIR NOLL and seconded by MEMBER WAROT to adjourn tonight’s meeting to the next regular meeting to be held on Thursday, December 13, 2012 at 6:00 p.m. in the Council Chamber of City Hall, 2175 Cherry Avenue, Signal Hill, CA 90755. The following vote resulted: AYES: CHAIR HAUBERT VICE CHAIR NOLL MEMBER CHERNISS MEMBER GABEL MEMBER WAROT MEMBER WILLIAMSON MEMBER YU NOES: NONE ABSENT: MEMBER CHERNISS ABSTAIN: NONE CHAIR HAUBERT adjourned the meeting at 6:22 p.m. November 8, 2012 Minutes of the Oversight Board Page 4 of 5 DOUGLAS P. HAUBERT Chair Attest: ___________________________ Kenneth C. Farfsing Chief Administrative Officer, Board Secretary November 8, 2012 Minutes of the Oversight Board Page 5 of 5