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2010-03-03 ARRA PacketAGENDA Regular Meeting of the Governing Body of the Alameda Reuse and Redevelopment Authority * * * * * * ** Alameda City Hall Council Chamber, Room 390 2263 Santa Clara Avenue Alameda, CA 94501 1. ROLL CALL - ARRA 2. CONSENT CALENDAR Wednesday, March 3, 2010 Meeting will begin at 7:00 p.m. Consent Calendar items are considered routine and will be enacted, approved or adopted by one motion unless a request for removal for discussion or explanation is received from the Board or a member of the public. 2 -A. Approve the minutes of the Regular Meeting of February 3, 2010. 2 -B. Approve a Third Amendment to Agreement with Economic & Planning Systems, Inc., Increasing the Budget by $60,000 to Provide Ongoing Negotiation Support for the Redevelopment of Alameda Point. 3. REGULAR AGENDA ITEMS None 4. ORAL REPORTS 4 -A. Oral report from Member Matarrese, Restoration Advisory Board (RAB) representative - Highlights of February 4 Alameda Point RAB Meeting 5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) (Any person may address the governing body in regard to any matter over which the governing body has jurisdiction that is not on the agenda.) 6. COMMUNICATIONS FROM THE GOVERNING BODY 7. ADJOURNMENT This meeting will be cablecast live on channel 15. Notes: • Sign language interpreters will be available on request. Please contact the ARRA Secretary at 747 -4800 at least 72 hours before the meeting to request an interpreter. • Accessible seating for persons with disabilities (including those using wheelchairs) is available. • Minutes of the meeting are available in enlarged print. ■ Audio tapes of the meeting are available for review at the ARRA offices upon request. CITY OF ALAMEDA • CALIFORNIA SPECIAL MEETING OF THE COMMUNITY IMPROVEMENT COMMISSION (CIC) WEDNESDAY - - - MARCH 3, 2010 - - - 7:01 P.M. Location: City Council Chambers, City Hall, corner of Santa Clara Ave and Oak Street Public Participation Anyone wishing to address the Commission on agenda items or business introduced by the Commission may speak for a maximum of 3 minutes per agenda item when the subject is before the Commission. Please file a speaker's slip with the Assistant City Clerk if you wish to speak. 1. ROLL CALL - CIC 2. CONSENT CALENDAR Consent Calendar items are considered routine and will be enacted, approved or adopted by one motion unless a request for removal for discussion or explanation is received from the Council or a member of the public 2 -A. Minutes of the Special Joint City Council, Alameda Reuse and Redevelopment Authority, and Community Improvement Commission Meetings of February 16, 2010. (City Clerk) 2 -B. Recommendation to Authorize the Payment of $4,431,444 in FY 2009 -10 and $912,356 in FY 2010 -11 to the State of California; Adopt a Resolution Approving the Use of Business and Waterfront Improvement Project Low- and Moderate - Income Housing Funds for the Supplemental Educational Revenue Augmentation Fund Payment to the State of California For FY09 -10 and FY10- 11; Approve the Promissory Notes Between the Community Improvement Commission, Business and Waterfront Improvement Project Area Low- and Moderate - Income Housing Fund and the Community Improvement Commission Alameda Point Improvement Project Area Redevelopment Capital Projects Fund and the Community Improvement Commission, Business and Waterfront Improvement Project Area Redevelopment Capital Projects Fund Effectuating the Requisite Loans. (City Manager) 3. EXECUTIVE DIRECTOR COMMUNICATION 3 -A. Civic Center Master Plan — Vision Concept 4. AGENDA ITEMS None 5. ADJOURNMENT - CIC APPROVED MINUTES OF THE REGULAR MEETING OF THE ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY Wednesday, February 3, 2010 The meeting convened at 7:15 p.m. with Chair Johnson presiding. 1. ROLL CALL Present: Chair Beverly Johnson Boardmember Lena Tam Boardmember Frank Matarrese Boardmember Marie Gilmore Vice Chair Doug deHaan 2. CONSENT CALENDAR 2 -A. Approve the minutes of the Regular Meeting of January 6, 2009. The Consent Calendar was motioned for approval by Member Tam, seconded by Member deHaan and passed by the following voice votes: Ayes: 5, Noes: 0, Abstentions: 0 3. REGULAR AGENDA ITEMS None. 4. ORAL REPORTS 4 -A. Oral report from Member Matarrese, Restoration Advisory Board (RAB) representative - Highlights of January 7 Alameda Point RAB Meeting. Member Matarrese discussed the highlights of the January 7 RAB meeting, including a report of Site OU -2C which has a contaminated discharge line under a slab in Bldg. 400. The RAB recommends it be removed, but the Navy is citing potential compromise to the structural integrity of building. The second highlight was a report on the block of cement in the seaplane lagoon, to which the Navy made no comment. Member Matarrese would like a presentation and technical summary from the Navy of cleanup activities and costs, including dollar figures, completed to date. Member Matarrese stated that it is good for the community to understand that remediation is an ongoing process. He will attend the next RAB meeting tomorrow (2/4). Member Gilmore asked if it was requested of the Navy to substantiate their claim about the structural integrity of Bldg. 400. Member Matarrese replied that a letter was sent to them with that request. Richard Bangert, speaker, supported the suggestion made by Member Matarrese calling for a public presentation of the clean up activities at the base. He agreed that such a presentation would benefit the community at large. He discussed the Record of Decision (ROD) document for Site 1, explaining that it comprises 43,000 pages of data, emphasizing the need for the community to have a deep understanding of the clean -up efforts. Mr. Bangert also recommended that the regulatory agencies who oversee the clean -up be featured in the presentation. Agenda Item #2 -A ARRA 03 -03 -2010 Chair Johnson agreed with Mr. Bangert that the regulatory agencies, including the Department of Toxic Substances Control (DTSC), the Environmental Protection Agency (EPA), and the Water board should participate in the presentation. Chair Johnson further stated that the Board supports Member Matarrese's recommendation for a public presentation regarding the remediation activities at Alameda Point. 5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) There were several speakers. Jean Sweeney suggested a `before and after" powerpoint presentation of the clean -up sites. Jim Sweeney agreed with Richard Bangert and Member Matarrese about a presentation to the public. Mr. Sweeney encourages educating the public about remediation, the plan, and what can be done realistically at Alameda Point. Gretchen Lipow — attends RAB meetings, was impressed with the bright, talented members and how they interact with the agencies. Ms. Lipow invites the public to observe these meetings, stating that the group looks out for the communities' welfare. 6. COMMUNICATIONS FROM THE GOVERNING BODY Vice Chair deHaan discussed the Special Election of Feb 2nd regarding Measure B. There were 14,000 votes cast — 85% NO and 15% YES. 7. ADJOURNMENT Meeting was adjourned at 7:31 p.m. by Chair Johnson. Respectfully submitted, rma Glidden ARRA Secretary Alameda Reuse and Redevelopment Authority Memorandum To: Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority From: Ann Marie Gallant Interim Executive Director Date: March 3, 2010 Re: Approve a Third Amendment to Agreement with Economic & Planning Systems, Inc., Increasing the Budget by $60,000 to Provide Ongoing Negotiation Support for the Redevelopment of Alameda Point BACKGROUND On July 18, 2007, the Alameda Reuse and Redevelopment Authority (ARRA), Community Improvement Commission (010), and City Council approved an Exclusive Negotiation Agreement (ENA) with SCC Alameda Point LLC (Sun Cal) for the redevelopment of Alameda Point. The original 24-month ENA established key performance milestones, provided for reimbursement of ARRA staff and third party costs, identified activities to be completed by third party entities, and specified key personnel assigned to the project. The ENA was amended in March 2008 to provide more time to complete two tasks: preparation of the Development Concept and related documents, and preparation of the draft Master Plan. A second amendment to the ENA was approved in October 2008. The second amendment revised several mandatory milestone dates and authorized Sun Cal to partner with an equity investor to ensure adequate financing for the predevelopment phase. The amended ENA expires on July 20, 2010. The ENA includes cost recovery provisions that require Sun Cal to reimburse the ARRA for its pre-development costs, including third-party consultant and legal costs and ARRA staff time. Upon approval of the ENA, ARRA staff executed agreements with third-party consultants to assist for various entitlement processes and negotiations with the Navy and Sun Cal. ARRA contracted with Economic & Planning Systems, Inc. (EPS) to provide real estate economic consulting services in August 2007, for an original total contract amount of $185,000 and a 12-month term. Since that time, EPS has prepared a fiscal impact analysis, reviewed and provided critical feedback on Sun Cal's draft and final Business Plans, developed a joint Project Proforma that will serve as the basis for negotiations with both Sun Cal and the Navy, and supported staff in responding to numerous questions and comments from the Navy regarding the Project Proforma. EPS's Agreement was amended in August 2008 to extend the term 12 months to August 2009 and a second amendment executed in March 2009 to increase the contract term by 11 months, and the budget by $145,000. A third amendment is necessary to increase the budget by $60,000 in order to have sufficient budget for the Agenda Item #2-B ARRA 03-03-2010 Honorable Chair and Members of the Alameda Reuse and Redevelopment Authority March 3, 2010 Page 2 of 2 remaining six months of the ENA period. 'The amended Agreement has a total contract amount of $390,000. The original agreement and amendments, including the proposed third amendment to the Agreement are on file in the City Clerk's Office. DISCUSSION In addition to EPS's ongoing work at Alameda Point, the firm provided economic consulting services to the ARRA during the previous ARRA -led pre - development period, which included negotiations with the Navy and preparation of the Preliminary Development Concept. As a result, EPS has in -depth knowledge of the opportunities and constraints presented by the Alameda Point project site and the provisions of the draft Navy Term Sheet. In addition, EPS has extensive experience working on other large -scale reuse and redevelopment projects throughout the State, including former Navy bases such as Hunter's Point Naval Shipyard and Naval Station Treasure Island in San Francisco, and Tustin Marine Corps Air Station in Tustin, California. EPS will provide continued support during the ongoing negotiation of the Project Proforma, a Disposition and Development Agreement and Navy Term Sheet. As directed by ARRA staff, EPS will participate in meetings with SunCal and the Navy, as appropriate, and provide ongoing analytical and strategic support to the ARRA in negotiations regarding business terms, revisions to the development plan, conditions of property transfer, and the Project Proforma. Specifically, EPS will assist in the evaluation of market values, absorption rates, phasing, land uses, fiscal mitigation, financing mechanisms, public improvements, infrastructure requirements and costs, and profit participation. EPS will also control and maintain the Project Proforma for the project, jointly prepared with SunCal. FINANCIAL IMPACT There is no financial impact on the General Fund, CIC, or ARRA budgets. The cost recovery provision in the ENA requires that SunCal pay for all ARRA staff costs and consultant expenses. RECOMMENDATION Approve a third amendment to the agreement with Economic & Planning Systems, Inc., increasing the budget by $60,000 to provide ongoing negotiation support for the redevelopment of Alameda Point. Respectfully submitted, Leslie Little Economic Development Director LAL:dc Russell Resources, Inc. environmental management Alameda Point RAB Meeting on February 4, 2010 Highlights and Analysis RAB members present: Dale Smith (Community Co- chair), Fred Hoffman, George Humphreys, Jim Leach, Jean Sweeney, and Michael John Torrey; Marsha Pendergrass facilitated the meeting, but did not act as chair. At the end of the meeting, RAB member Hoffman tendered his resignation from the RAB. Remediation and other field work in progress: o The Navy is continuing to remove and replace radioactively contaminated storm drain lines arising at Buildings 5 and 400 that discharge into the Seaplane Lagoon. This work must be completed before cleanup of contaminated sediment in the Seaplane Lagoon begins. o Active subsurface groundwater treatment is mostly complete at IR Sites 14 and 27, along the Oakland Inner Harbor in Northwest Territories and just north of Pier 1, respectively. Both sites are being monitored to verify treatment effectiveness. o The air sparge /vapor extraction system to treat groundwater contaminated with benzene and naphthalene at Alameda Point OU -5 and FISCA IR Site 2 is operating. o Petroleum- contaminated groundwater treatment operation near the Atlantic Avenue entrance is continuing. o Contaminated soil associated with the former incinerator that was located where Building 459 is now (the Navy Exchange Service Station at the corner of Main Street and West Tower Avenue) has been excavated and disposed offsite. Additional contamination remains in one area of this site. The Navy will conduct further excavation there. o Pre - dredge sediment sampling is about to be conducted in Seaplane Lagoon to better orient the sediment removal activities. Bay Trail at IR Site 2 The preliminary decision by the Veterans Administration (VA) not to allow the proposed Bay Trail to be built along the shoreline of IR Site 2 at the southwestern corner of Alameda Point was discussed briefly. Both the ARRA and RAB members had written to the VA asking that the Bay Trail be built as planned. Although not discussed at the RAB meeting, in response to comments by the ARRA and other interested parties, the VA has restored provisions for the Bay Trail to the draft plans it is sending to the US Fish and Wildlife Service ( USFWS) for review. Infoiival discussions with the Navy since the RAB meeting suggest that these efforts have yet to secure the arrangements for this segment of the Bay Trail. Apparently, the USFWS initially advised the VA against allowing the Bay Trail, citing potential disturbance of migratory bird nesting areas. However, it is unclear why mitigation measures, such as closing the Bay Trail during the birds' nesting season, would not address the USFWS's concerns. The VA has informally agreed to involve the City in further discussions with the USFWS to try to come to an accommodation on this issue. Because this is not a remediation issue, the Navy appears to have limited authority in the matter. RRI, 440 Nova Albion Way, Suite 1, San Rafael, California 94903 415.902.3123 fax 815.5 Agenda Item #4 -A ARRA 03 -03 -2010 Page 2 of 2 March 3, 2010 Alameda Point RAB Meeting, February 4, 2010 Highlights and Analysis Site Inspections The Navy presented a draft work plan to conduct expanded Site Inspections (SIs) for EDC -12 and EDC -17, in the southeast portion of Alameda Point, and for NED -1A, NED -2B, and NED -2C, in the runways area, west of Western Hangar Row. The work plan is designed to fill data gaps identified during and subsequent to initial SI efforts for these areas. Several comments by RAB members to evaluate additional issues likely will result in expansion of the work plan. Since the RAB meeting, the question arose as to why no SI has been conducted for the onshore portions of TERM -1. TERM -1 is an area along Breakwater Beach, east of Pier 3. It was never owned by the Navy, but instead was leased to the Navy by the City of Alameda. TERM -1 appears to be part of the NPL Site (Superfund Site), so the CERCLA process would have to be followed. An SI already has been conducted for the part of TERM - loffshore of Breakwater Beach, but never for the onshore portion —an apparent oversight. During BCT discussions subsequent to the RAB meeting, the expanded SIs for EDC -12 and EDC -17, which are immediately north of TERM -1, were tentatively identified as the most appropriate opportunity to resolve this issue. In 2008, the Navy removed the two large aboveground petroleum tanks that were present in TERM -1, south of West Hornet Avenue, and excavated associated contaminated soil. Overview of RAB Purpose and Process The Navy summarized the RAB's roles and responsibilities, focusing on effective ways for communicating and providing input to the Navy. Discussion ensued about the merits of a presentation to inform the general public about Alameda Point's cleanup. The ARRA Board had recently moved to have this presentation prepared within the next several months. Ideally, the environmental regulators would accept key roles in the program, which may be made available through the media as well as in a live event. 440 Nova Albion Way, Suite 1, San Rafael, California 94903 415.902.3123 fax 815.572.8600 UNAPPROVED MINUTES OF THE SPECIAL JOINT CITY COUNCIL, ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY (ARRA) AND COMMUNITY IMPROVEMENT COMMISSION (CIC) MEETING TUESDAY- - FEBRUARY 16, 2010- -7:01 P.M. Mayor /Chair Johnson convened the meeting at 10:36 p.m. ROLL CALL - Present: Councilmembers / Board Members / Commissioners deHaan, Gilmore, Matarrese, Tam and Mayor /Chair Johnson — 5. Note: Councilmember /Board Member /Commissioner Tam arrived at 10: 38 p.m. Absent: None. CONSENT CALENDAR Mayor /Chair Johnson announced that the Chamber of Commerce Contract Amendment [paragraph no. 10 -06 CIC] would be continued to a future meeting. Councilmember /Board Member /Commissioner Matarrese moved approval of the remainder of the Consent Calendar. Vice Mayor /Board Member /Commissioner deHaan seconded the motion, which carried by unanimous voice vote —4. [Absent: Councilmember /Board Member /Commissioner Tam — 1.] [Items so enacted or adopted are indicated by an asterisk preceding the paragraph number.] ( *10 -080 CC /ARRA /10 -05 CIC) Minutes of the Special Joint City Council, ARRA and CIC Meetings Held on January 26, 2010. Approved. (10 -06 CIC) Recommendation to Authorize the Interim Executive Director to Amend Scope of Contract with the Alameda Chamber of Commerce for Fiscal Year 2009 -2010. Continued to future meeting. ( *10 -081 CC /10 -07 CIC) Recommendation to Approve an Amendment to the Grand Marina Village Affordable Housing Agreement and Authorize the Interim City Manager /Interim Executive Director to Execute the Amendment. AGENDA ITEM (10 -082 CC /ARRA /10 -08 CIC) Consider SunCal's Requests to: (1) Approve an Addendum Special Joint Meeting Alameda City Council, Alameda Reuse and Redevelopment Authority and Community Improvement Commission February 16, 2010 1 to the Exclusive Negotiation Agreement (ENA) between Sun Cal and Alameda Requesting Modification to Certain Terms Including Extending the Term of the ENA to July 20, 2012; and (2) Retract the Notice of Default Sent by Alameda regarding SunCal's Performance under the ENA. The Interim City Manager/Interim Executive Director provided a brief presentation. Vice Mayor/Board Member/Commissioner deHaan inquired what was outlined in the letter of retraction regarding the Notice of Default, to which the Interim City Manager/Interim Executive Director responded the letter includes that SunCal's intent is to pursue further discussions with the City; clarification will have to be obtained in a meeting scheduled with SunCal for Thursday. Vice Mayor/Board Member/Commissioner deHaan inquired what is the date of said letter, to which the Deputy City Manager responded February 12. In response to Vice Mayor/Board Member/Commissioner deHaan's further inquiry, the Interim City Manager/Interim Executive Director stated a January letter requested an ENA extension; once the Notice of Default was issued, a letter [e-mail] was sent asking the Mayor and City Council to override the administrative decision, which is under the Council's authority; said letter was sent last week [February 8]; then, a few days later, Friday afternoon [February 12], SunCal sent a second letter dealing with the Notice of Default stating that they [SunCal] were withdrawing their request to have Council override the Notice of Default subject to further discussions with the City. Vice Mayor/Board Member/Commissioner deHaan inquired whether the letters were sent within one week, to which the Interim City Manager/Interim Executive Director stated it was all within a short time. In response to Vice Mayor/Board Member/Commissioner deHaan's inquiry about whether there has been any dialogue [with SunCal], the Interim City Manager/Interim Executive Director stated there will be an opportunity through ENA discussions this week and next week to get further clarification as to what SunCal meant. Vice Mayor/Board Member/Commissioner deHaan inquired when was the original request for the two-year ENA extension, and whether the reporting out from the Closed Session was to defer the action. The Interim City Manager/Interim Executive Director responded the report out from the Closed Session in late January was to consider the matter after the election. Vice Mayor/Board Member/Commissioner deHaan inquired when the 30 days under the Notice of Default would be due, the City Attorney responded March 8. Special Joint Meeting Alameda City Council, Alameda Reuse and Redevelopment Authority and Community Improvement Commission February 16, 2010 2 Speakers: Jim Pitzer; Mary Fetherolf, Alameda; William Smith, Alameda; Ashley Jones, Alameda; Rosemary McNally, Alameda; Jean Sweeney, Alameda; Jim Sweeney, Alameda; Jim Sweeney, Alameda; Gretchen Lipow, Alameda; and Dorothy Freeman. Councilmember /Board Member /Commissioner Matarrese stated the City has a Contract with SunCal; that he would like to see if it is appropriate to repeat the request that was made a month or so ago, which is to request that SunCal lift the restrictions on confidentiality that exist in the current ENA; regardless of the outcome, the process would be more visible and staff would be able to communicate with the Council / Board / Commission and the electorate; the confidentiality cloak has not served the City well and he is not sure if it has served SunCal well; the request should be reiterated to SunCal. Vice Mayor /Board Member /Commissioner deHaan inquired whether Councilmember /Board Member /Commissioner Matarrese is requesting an action item at the next ARRA meeting. Councilmember /Board Member /Commissioner Matarrese responded that he is requesting that the Interim City Manager /Interim Executive Director be directed to make the request to SunCal to release the confidentiality restriction; moved approval [of directing the Interim City Manager /Interim Executive Director to request SunCal to release the confidentiality restriction]. Mayor /Chair Johnson stated SunCal wrote a letter indicating that they support a more transparent process. Vice Mayor /Board Member /Commissioner deHaan seconded the motion. Under discussion, Councilmember /Board Member /Commissioner Tam inquired whether an action is being taken or if the matter is being addressed as a Council /Board /Commission Communication. Councilmember /Board Member /Commissioner Matarrese responded the matter is under the agenda item in response to the request. The City Attorney /Legal Counsel stated SunCal was requesting approving an addendum to the ENA, including specifics about what the addendum should look like; given that the action item was to discuss that [ENA amendment], the Council /Board /Commission can make a motion and ask the Interim City Manager /Interim Executive Director to have a discussion with SunCal regarding amending the ENA in a different way; the suggestion [releasing confidentiality restrictions] would require an amendment to the ENA; the City cannot unilaterally choose to make SunCal's documents open to the public; SunCal would have to agree to do so, which would be done by amending the ENA. Special Joint Meeting Alameda City Council, Alameda Reuse and Redevelopment Authority and Community Improvement Commission February 16, 2010 3 Vice Mayor /Board Member /Commissioner deHaan stated a similar request was made six months ago; inquired whether the matter is part of the public record. The City Attorney /Legal Counsel responded that she would have to check the record; the Council /Board /Commission would have to make a motion to discuss the matter if it was addressed in closed session. Councilmember /Board Member /Commissioner Gilmore stated SunCal would have to agree to an ENA amendment to be more transparent; inquired whether SunCal's letter from last October would not have been sufficient and an ENA amendment would have been required. The City Attorney /Legal Counsel stated that she believes the letter proposed choosing item by item what would become public record, which is not the same as lifting the confidentiality provision altogether. Councilmember /Board Member /Commissioner Gilmore inquired what lifting confidentiality would look like; questioned whether negotiations between staff and SunCal would be done in public. The City Attorney /Legal Counsel responded the confidentiality provision in the ENA has to do with the documents; stated assuming SunCal agrees, the documents would become public record and it would be appropriate to talk about what is in the documents. Councilmember /Board Member /Commissioner Matarrese inquired whether documents are the pro forma, business plan, etc., to which the City Attorney /Legal Counsel responded in the affirmative. Vice Mayor /Board Member /Commissioner deHaan stated the reason it [lifting confidentiality restrictions] is so important is the City could not divulge what was in the $200 million cap. Councilmember /Board Member /Commissioner Tam stated that she is still confused - -the agenda item is to consider requests for ENA extension and retraction of the Notice of Default; SunCal has withdrawn both requests; inquired if there is a way to take action aside from what was noticed on the agenda. The City Attorney /Legal Counsel stated the action is relying on what was noticed; the Council /Board /Commission always has authority to approve, deny or ask to do it differently; the Council /Board /Commission can request that SunCal consider a different amendment to the ENA, such as releasing negotiation documents. Mayor /Chair Johnson stated SunCal letters discussed withdrawing agenda items; SunCal does not withdraw agenda items; SunCal can just withdraw their requests; the agenda Special Joint Meeting Alameda City Council, Alameda Reuse and Redevelopment Authority and Community Improvement Commission February 16, 2010 4 items stay in place. Councilmember /Board Member /Commissioner Matarrese stated SunCal's letter indicates that they want to formally address the Notice of Default in formal discussions. Councilmember /Board Member /Commissioner Tam stated that she would be more comfortable if SunCai was given the same courtesy that they gave the City in terms of asking specifically what the Council /Board /Commission would like to see as an amendment to the ENA. Councilmember /Board Member /Commissioner Matarrese stated that his motion is to direct the Interim City Manager /Interim Executive Director to ask just that [about a specific ENA amendment to lift confidentiality restrictions]. Vice Mayor /Board Member /Commissioner deHaan stated certain things will never come out of closed session; however, the vast majority should be released and discussed. On the call for the question, the motion carried by unanimous voice vote — 5. ADJOURNMENT There being no further business, Mayor /Chair Johnson adjourned the meeting at 11:09 p.m. Respectfully submitted, Sara Weisiger, City Clerk Secretary, CIC The agenda for this meeting was posted in accordance with the Brown Act. Special Joint Meeting Alameda City Council, Alameda Reuse and Redevelopment Authority and Community Improvement Commission February 16, 2010 5 CITY OF ALAMEDA Memorandum To: Honorable Mayor and Members of the City Council Honorable Chair and Members of the Community Improvement Commission From: Ann Marie Gallant Interim City Manager/Interim Executive Director Date: March 3, 2010 Re: Authorize the Payment of $4,431,444 in FY09-10 and $912,356 in FY 10- 11 to the State of California; Adopt a Resolution Approving the Use of Business and Waterfront Improvement Project Low- and Moderate-Income Housing Funds for the Supplemental Educational Revenue Augmentation Fund Payment to the State of California For FY09-10 and FY10-11; Approve the Promissory Notes Between the Community Improvement Commission, Business and Waterfront Improvement Project Area Low- and Moderate-Income Housing Fund and the Community Improvement Commission Alameda Point Improvement Project Area Redevelopment Capital Projects Fund and the Community Improvement Commission, Business and Waterfront Improvement Project Area Redevelopment Capital Projects Fund Effectuating the Requisite Loans BACKGROUND The FY10-11 budget for the State of California, which was approved by the Legislature and signed by the Governor in July 2009, included legislation (ABX4-26) authorizing a $2.06 billion "takeaway" of funds from redevelopment agencies statewide. On November 12, 2009, the Governor signed SB 68 into law. This bill modified ABX4-26 to allow agencies to use accumulated balances in low- and moderate-income housing funds (LMIHF), not just current year set-aside amounts, to make the Supplemental Educational Revenue Augmentation Funds (SERAF) payments, if necessary. DISCUSSION Since 1992, the State of California has drained more than $40 billion of local property taxes from cities, counties, and special districts in an effort to balance its own budget. According to the League of California Cities, the State took $52,434,482 from the City of Alameda between 1991 and June 30, 2008. Even in years of budget surpluses, the State has used funds from agencies to finance its constitutional funding obligation to public education, thereby allowing it to increase State general fund spending for other State programs at the expense of vital local services. CIC Agenda Item #2-B 3-3-10 Honorable Mayor and Members of the City Council Honorable Chair and Members of the Community Improvement Commission March 3, 2010 Page 2 of 3 In passing its FY09 -10 budget, the State declared a fiscal emergency and took $1.9 billion in local government property taxes, including approximately $2.3 million from the City of Alameda. The City participated in a State - financed securitization program for these funds and was essentially made whole by the program, absent a minor cash flow delay. No such securitization program is available for the City's redevelopment funds. As a result, the Community Improvement Commission (CIC) is required to transmit $4,431,444 in FY09 -10 and $912,356 in FY10 -11 to the State to assist in reducing the State's operational deficit. The FY09 -10 payment is allocated among the City's three redevelopment project areas based upon a State established formula: • $486,723 from the Alameda Point Improvement Project (APIP) • $1,905,531 from the Business and Waterfront Improvement Project (BWIP) • $2,039,190 from the West End Community Improvement Project (WECIP) For FY10 -11, the payment is allocated as follows: • $100,207 from APIP • $392,315 from BWIP • $419,834 from WECIP At the January 26, 2010 Special Joint Meeting of the City Council, CIC, and Alameda Reuse and Redevelopment Authority, the Interim Executive Director of the CIC presented a proposed two -year SERAF payment plan that included borrowing BWIP LMIHF funds. This borrowing is required because some of the project areas do not have sufficient 80% redevelopment funds to meet the SERAF obligations. As a result, the Interim Executive Director's proposal includes the use (borrowing) of $808,781 from BWIP LMIHF for the payments due in FY09 -10 and FY10 -11 (Exhibit 1). These funds will be repaid, with interest, at a rate of 6% by June 30, 2015. FINANCIAL IMPACT The funds for this payment are outlined in Exhibit 1, detailed by project area. The authorized loans will accrue interest at a rate of 6 %. Monthly interest payments will be made to the BWIP LMIHF and will continue until such time as the loans are repaid in full, but no later than June 30, 2015. The LMIHF will earn interest income on the loans in the approximate amount of $48,521 annually. If the loans are repaid by June 30, 2015, the LMIHF will earn a total of $303,256 in interest, with APIP paying $208,300 and BWIP paying $94,956. Honorable Mayor and Members of the City Council Honorable Chair and Members of the Community Improvement Commission RECOMMENDATION March 3, 2010 Page 3 of 3 Authorize the payment of $4,431,444 in FY09-10 and $912,356 in FY 10-11 to the State of California; adopt a Resolution approving the use of Business and Waterfront Improvement Project Low- and Moderate-Income Housing funds for the Supplemental Educational Revenue Augmentation Fund payment to the State of California for FY09-10 and FY10-11; approve the Promissory Notes between the Community Improvement Commission, Business and Waterfront Improvement Project Area Low- and Moderate-Income Housing Fund and the Community Improvement Commission Alameda Point Improvement Project Area Redevelopment Capital Projects Fund and the Community Improvement Commission, Business and Waterfront Improvement Project Area Redevelopment Capital Projects Fund effectuating the requisite loans. Exhibit: 1. Redevelopment Fund SERAF Calculations Z Z r ; r N N L NO i IM CO t� CT N er 00 Oi C\ 00 r-� 00 !1' N 1P) O 00 O O N O N rr N O N O N O 00 N C I • 0.0 0 a> O O Q i C> r C �+ >I bA � ` O E > Tu. o 0 310 a U 3 cn 0 N N tfl 1000 N 00 O O O, V 00 �i � N CO ON en" O M O O O O O O N r 00 rr N 00 00 O O O er t 00 00 O tl' OM, O 00 0\ 00 00 9) M N �fl CJC Exhibit to Report Re: Agenda Item #2 -B 03 -03 -10 1 PROJECTED 1 PROJECTED CASH 1 I NET AVAILABLE TOTAL CASH SERAF SERAF FOR BWIP AVAILABLE DUE DUE OPERATIONS LOAN LOAN HOUSING; FUND; CIC PROJECT AREAS 6 /30/10 5/10/10 j 5/10/11 6/30/10 5/10/10 5/10/11 LOAN % APIP 205 Redevelopment 31,465 486 723. (100,207) ) (555,465) ( 4552 555,465 1 ( ) (100,207 58 � 100,207 � 206 253 Low /Mod Housing Set Aside 253,754 � 0 I 253,754 , APIP Total 285,219 ( (486,723) (100,207)] (301,711) 455,258 100,207 555,465 69% BWIP 203 BWIP Redevelopment Original 2,044,530 1 (1,905,531) (392,315) (253,316) 253,316 253,316 256.1 IFISC Redevelopment Bayport 1,941,914 1,941,914 ( 0 BWIP Redevelopment 3,986,444 (1,905,531) (392,315) 1,688,598 0 253,316 253,316 204 Low /Mod Housing Set Aside I 4,024,432 � f� � �� - -- -- - -- --- — - _ �� .,,, , astir 0 1 -- BWIP Total 8,010,876 ( (1,905,531) (392,315) 5,713,030 0 253,316 j 253,316 31% i WECIP 201 Redevelopment I- T_ j___ P e 3,044,883 (2,039,190)1 (419,834) ' 585 859 0 t 202 Low /Mod WECIP Total 78,677 I I 78,677 I 0 - I 3,123,560 I (2,039,190)1 (419,834) 1 664,536 0 I 0 0 0% C1C Totals 11,419,655 j (4,431,444) i (912,356 1 6,075,855 , ), j 455,258 353,523 808,781 100% 1 1 j (4,431,444) (5,343,800); TOTAL SERAF OBLIGATION il,: -_ 3 h ,, ;: rig This projected cash available for operations will be $3,215,651 after SERAF payments and the BWIP Low /Mod Housing Loans are recorded. FY 09-10 APIP PROJECTED CASH BASIS Community Improvement Commission ■ } -- - L 1 MID YEAR BUDGET PROJECTION - - CASH BASIS Alameda Point Improvement Project _ Fund 205 ' Fund 206 APIP , APIP Total "Redevelopment 120% Set Aside CIC Fiscal Year 09-10 Projects and Low/Moderate APIP Description Administration % Housing % FY 09-10 % L. - _ SOURCES Tax Increment 196,150 100% 49,040 95% 245,190 99% 5% 2,500 1% . , Interest Income 1 0.0% 2,500 Total Revenue 1 196,150 100% 51,540 100% 247,690 100% 0 Total Contributions from Other Funds 0 0% 0 0% 0 0% Total Sources 196,150 100% 51,540 100% 247,690 100% - - , USES Tax Increment Pass Through Obligation: Pass Through 41,000 32% 41,000 16% - County Tax Increment Administration Fee 500 ; 0% 500 0% 1,000 0% Total Tax Increment Pass Through Obligation 41,500 32% 500 , 0% 42,000 16% ERAF and SERAF Obligation: - - SERAF FY 09-10 Budget 0 0 SERAF Assessed and Due in FY 10-11 - ' SERAF Obligation 0 , 0% 0 0 0% ERAF per State Controller 12,300 9% , 12,300 5% - ERAF and SERAF Obligation 12,300 9% 0 0% 12,300 5% rt,lbt Service Obligation: ,,,, icipal General Fund Advance 0 Interest General Fund Advance 26,720 21% 26,720 10% Total Debt Service Obligation 26,720 21% 0 0% 26,720 10% Project Area Obligation: _ - 0 Total Project Area Obligation 0 0% 0 0% 0 0% Project Area Development: - , Funds to Operation Dignity Housing 100,000 79% 100,000 39% Construct Bayport Shinsei Gardens (Operation Dignity) 0 Total Project Area Development 0 0% 100,000 79% 100,000 39% Total Project Area Obligation and Development 0 0% 100,000 79% 100,000 39% City Fixed Charges and Project Administration Obligation: City Cost Allocation 22,970 18% 6,890 5% 29,860 12% City Fixed Charges 1,300 1% 2,080 2% 3,380 ' 1% , APIP Administration 25,159 19% 17,553 14% 42,712 17% Total City Overhead and Administration 49,429 38% 26,523 21% 75,952 1 30% Total Uses 129,949 100% 127,023 100% 256,972 100% USES (OVER) SOURCES BEFORE SERAF 66,201 (75,483), (9,282) ..,‘„0„ - ,_ ..,-.. z - .,.- .,- L. ni-,,i..mk.waq.., ,,,i., _ ...,,.., - - .1 - ,,,,,.._, - Eir"i,„ '1_''.- 334,169 Less Obligations Paid After 6/30/09 (34,736)1 (960) (35,696) Less GASB 31 FMV Cash AVAILABLE FUNDS FOR SERAF 0 (3,972) (3,972) 31,465 253,754 285,219 L... . _La Source: City of Alameda FY 09 -10 BWIP PROJECTED CASH BASIS Community Improvement Commission - - MID YEAR BUDGET PROJECTION Fund 203 I Fund 204 CASH BASIS BWIP ,- BWIP 1 Total Business and Waterfront Improvement Project =Redevelopment' 20% Set Aside CIC Fiscal Year 9 -10 1 Projects and ' Low/Moderate BWIP Description 1 Administration % Housing - % j FY 09 -10 SOURCES Tax Increment 7,584,040 96% 1,888,480 99% 9,472,520 i 97% Caltrans Grant for Prior Year Park S t reetscape CIP Cost 121,217 2% 0% 21 2 1 7 1 % -- - -- - - - -- - -_ - - - - ' Interest Income 27,500 0 - 18,500.o 46,000 -% - - - _- ._-.1 Miscellaneous Income 150 � 0% 0% , � % Total Revenue 7,732,907 ' 98% i 1,906,980 100% 9,639,887 ; 98% Funding from Theater /Parking Project Fund 227.1 164,414 1 2% 164,414 ' 2% __- Total Contributions from Other Funds 164,414 1 2% ! 0 0% 164,414 ' 2% Total Sources 7,897,321 100% 1,906,980 100% 1 9,804,301 j 100% USES Tax Increment Pass Through Obligation: Pass Through 2,164,500 I 20% ■ 2,164,500 18% County Tax Increment Administration Fee 21,000 0% 19,990 2% 40,990 0% Total Tax Increment Pass Through Obligation 2,185,500 j 20% 19,990 2% 2,205,490 19% ERAF and SERAF Obligation: SERAF FY 09 -10 Budget 0 SERAF Assessed and Due in FY 10 -11 0 SERAF Obligation 0 0% 0 ' 0 0% - - -- - - - -- - -- ERAF FY 09 -10 Budget � 200,000 2% 200,000 2% and SERAF Obligation 200,000 ! 2% 0 ! 0% 200,000 2% Debt Service Obligation: Principal and Interst ERAF Loan 47,770 0% 47,770 ' 0% Principal and Interest 2002 CIC Subordinate Bond 848,770 8% 1 848,770 { 7% irincipal and Interest 2003 TA Refunding Bond 1- 198,240 - 2% j 206,000 19% 404 240 3% Fiscal Agent Fees 3,300 3,300 0% o Total Debt Service Obligation 1,098,080 19% 1,304,080 - 11 % 098 080 10 /o `_- 206,000 19 /o 1,304, Project Area Obligation: - - Bridgeside Shopping Center Agreement 121,000 j 1% ; 121,000 1% Redevelopment Policy Amendment 25,000 0% 25,000 0% - Grant to PSBA 111,450 ; 1% 111,450 1% _ _ Grant to WABA } 101,150 1 1% 101,150 j 1% Transfer Net Tax Increment to Bayport FISC Catellus 2,298,000 21% 2,298,000 j 20% Total Project Area Obligation 2,656,600 25% ' 0 0% 2,656,600 23% Project Area Development: ■ _ AEA Theater /Parking Project 100,000 1 1% 1 100,000 1% Park and Buena Vista Electrical Upgrade 292,090 3% 292,090 2% Match CIP Tinker Extension Project from Sewer Loan 2,948,753 28% 1 j 2,948,753 ,', 25% Housing Project Development 745,000 1 68% i 745,000 6% Total Project Area Development 3,340,843 31% 745,000 68% 4,085,843 35% City Overhead and Project Administration Obligation:; 1 City Cost Allocation 247,470 , 2% 24,340 2% 271,810 ' 2% City Fixed Charges 37,410 ' 0% 28,130 I 3% =: 65,540 1% BWIP Administration 933,592 ! 9% 64,545 i 6% j 998,137 8% Total Administration 1,218,472 11% ( 117,015 ; 11% 1,335,487 11% Total Uses 10,699,495 100% ' 1,088,005 ; 100% 11,787,500 100% USES (OVER) UNDER SOURCES (2,802,174)1 818,975 ' (1,983,199) 6,453,502 t ' 9,703,925 Less Obligations Paid After 6/30/09 j (1,528,951) 1 (5,964), (1,534,915)- Less GASB 31 FMV Cash (77,847) (39,002) (116,849) AVAILABLE FUNDS FOR SERAF 2,044,530 4.024,432 6,068,962 Jata Source: City of Alameda FY 09-10 PROJECTED FISC BAYPORT CASH BASIS , Fund 256.1 Community Improvement Commission Fleet Industrial Service Center FISC MID YEAR BUDGET PROJECTION CASH BASIS Bayport Catellus Phase 1 Residential Development Redevelopment Projects and Fiscal Year 09-10 Description Administration % SOURCES Tax Increment 13% 1% Catellus Bayport Reimbursement Interest Income --- 345,102 1 20,000 Total Revenue 365,102 14% 86% 2,298,000 Net Tax Increment from BWIP Total Contributions from Other Funds 2,298,000 86% Total Sources 2,663,102 100% USES Tax Increment Pass Through Obligation: Pass Through — — ' County Administration Fee Total Tax Increment Pass Through Obligation 0 0% ERAF and SERAF Obligation: ERAF per State Controller SERAF ERAF and SERAF Obligation Debt Service Obligation: Principal and Interest 2003 TA Refunding Bonds 0 ' 0% 26% 10% 36% 854,090 325,252 1,179,342 Principal and Interest Catellus Pre-development Loan Total Debt Service Obligation Project Area Obligation: Total Project Area Obligation 0 0% Project Area Development: Bayport Park Construction 2,055,430 Total Project Area Development 2,055,430 63% City Fixed Charges and Project Administration Obligation: City Cost Allocation City Fixed Charges 7,690 FISC Administration (2,768) I 4,922 0% Total City Fixed Charge and Administration Total Uses 3,239,694 100% USES (OVER) SOURCES Less Obligations Paid After 6/30/09 (576,592), (38,613) Less GASB 31 FMV Cash AVAILABLE FUNDS FOR SERAF (31,430) 1 1 941 9 914 $ 7,336,282.41 Catellus Pre-development Loan Balance 12/31/09 Interest compounded monthly at 8.75% Data Source: City of Alameda FY 09 -10 WECIP PROJECTED CASH BASIS Community Improvement Commission - -- ----�- - -- MID YEAR BUDGET PROJECTION ' Fund 201 Fund 202 CASH BASIS WECIP WECIP Total West End Community Improvement Project Redevelopment; 20% Set Aside CIC Fiscal Year 09 -10 Projects and ! 'Low/Moderate WECIP Description ;Administration] % ; Housing - % i FY 09 -10 % , SOURCES Tax Increment 3,955,200 84% 988,800 100% 4,944,000 87% Interest Income 12,000 I 0% 2,000 0% I 14,000 0% Total Revenue 3,967,200 84% 990,800 100% 4,958,000 87% 03 Bonds Merged Tax Allocation Marina Village OPA Escrow 1 742,000 ; 742,000 Total Contributions from Other Funds 742,000 ? 16% j 0 0% 742,000 ; 13% Total Sources 4,709,200 100% 990,800 100% 5,700,000 100% USES Tax Increment Pass Through Obligation: Pass Through 1,008 998 ' 25% . 1 1 008 9988 ' 19% , - ° 9 County Tax Increment Administration Fee 31,000 1% 7,700 1 /0 38,700 % Total Tax Increment Pass Through Obligation 1,039,998 26% 7,700 1% 1,047,698 i 20% ERAF and SERAF Obligation: - SERAF t 0 SERAF Obligation 0 0% 0 0% 0 0% . ERAF per State Controller - - - - - 0% 12,300 0% I 12,300. 0% a- SERAF Obligation 12,300 0 ;__. 0% 12,300 I 0% and -- Debt Service Obligation: Principal and Interest Wells Fargo ERAF Loan 47,770 { 1% ; 47,770 ' 1% Principal and Interest Payment to 2003 CIC TA Bonds 1,855,679 i 46% 1 1_855,679 36% Principal and Interest Payment to 2002 CIC Subordinate Bonds 238,060 21% 238,060 5% F; cal Agent Fees 2,250 0% 2,250 0% 4 500 0% Dbt Service Obligation 1,905 240 310 ' 21% 2,146,009 699 47% ° , 41% -; Project Area Obligation: -� Alameda Chamber of Commerce Marketing Grant o 50 000 1% , 50,000 % 000 1 Economic Development Strategic Plan � 30,000 i 1% I ; � 30,000 1% 0% ^ 2% 0% 2% _ GABA Grant 18,000 0% 1 ! 18,000 KOKA OPA/Master Lease 100,000 2% 100,000 Special Events - - - - -- - - - - -_ - -- 6,000 � 0% -__- -___ -- - - 6 p 6,000 _- Strategic Plan and Other Professional Services 100,000 2% 100,000 Total Project Area Obligation 304,090 8% 0 1 0% 304 000 6% Project Area Development: 0 Housi b Pro J ect Develo ment 11 % 2 2%Subsid 74 000 14 Y for Independence Plaza Senior Housin g 714,000 Total Project Area Development 0 0% 839,000 i 72% i 839,000. 16% Total Project Area Obligation and Development 304,000 ( 8% ! 839,000 72% 1,143,000 22% City Fixed Charges and Project Administration Obligation: City Cost Allocation 227,130 6% 40,760 I 4% 267,890 5% City Fixed Charges j 34,100 0.9% j 12,190 j 1% 46,290 ' 1 WECIP Administration 502,870 12% 17,814 j 2% 520,684 i 10% Total City Charges and Administration j 764,100 r 19% 70,764 6% 834,864 l 16% Total Uses 4,026,097 100% 1,157,774 ( 100% I 5,183,871 100% USES (OVER) UNDER SOURCES 683,103 ; (166,974); 516,129 2,640,008 Less Obligations Paid After 6/30/09 (760)} (760), Less GASB 31 FMV CASH i (28,748) (3,069); (31,817)[ AVAILABLE FUNDS FOR SERAF 3,044,883 78,677 3,123,560 ---------- Data Source: City of Alameda COMMUNITY IMPROVEMENT COMMISSION RESOLUTION NO. AUTHORIZING THE PAYMENT OF $4,431,444 IN FY09 -10 AND $912,356 IN FY 10 -11 TO THE STATE OF CALIFORNIA; APPROVING THE USE OF BUSINESS AND WATERFRONT E IMPROVEMENT PROJECT LOW- AND MODERATE - INCOME io HOUSING FUNDS FOR THE SUPPLEMENTAL EDUCATIONAL REVENUE AUGMENTATION FUND PAYMENT TO THE STATE OF � v CALIFORNIA FOR FY09 -10 AND FY10 -11; AND APPROVING THE PROMISSORY NOTES BETWEEN THE COMMUNITY IMPROVEMENT COMMISSION, BUSINESS AND WATERFRONT 2 IMPROVEMENT PROJECT AREA LOW- AND MODERATE- D. o. J INCOME HOUSING FUND AND THE COMMUNITY IMPROVEMENT COMMISSION ALAMEDA POINT IMPROVEMENT PROJECT AREA REDEVELOPMENT CAPITAL PROJECTS FUND AND THE COMMUNITY IMPROVEMENT COMMISSION, BUSINESS AND WATERFRONT IMPROVEMENT PROJECT AREA REDEVELOPMENT CAPITAL PROJECTS FUND EFFECTUATING THE REQUISITE LOANS WHEREAS, the California State Legislature recently enacted ABX4 -26, which, among other things, added 'Sections 33690 and 33690.5 to the Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) requiring redevelopment agencies to make certain payments to its county Supplemental Educational Revenue Augmentation Fund ( "SERAF ") in fiscal years 2009 -2010 and 2010 -2011; and WHEREAS, the Community Improvement Commission of the City of Alameda ( "Commission ") has been notified that its payment to the Alameda County SERAF for FY09 -10 will be $4,431,444, which payment would be required to be made by May 10, 2010; and WHEREAS, the Commission has been notified that its payment to the Alameda County SERAF for FY10 -11 will be $912,356, which payment would be required to be made prior to the end of FY10 -11; and WHEREAS, Health and Safety Code Section 33690(c) provides that if a redevelopment agency is unable to make its full SERAF payment for FY09 -10 or FY10 -11, the agency may borrow from either the amount required to be allocated to the agency's Low- and Moderate- Income Housing Fund for that fiscal year, or any moneys in that fund, or both, in order to make the full SERAF payment; and Resolution #2 -B CIC 03 -03 -10 WHEREAS, as a condition of borrowing from the Low- and Moderate- Income Housing Fund, the agency must make a finding that there are insufficient other moneys to make the required payment; and WHEREAS, Health and Safety Code Section 33690(d) requires that by March 1, 2010, the City Council shall report to the County Auditor as to how the agency intends to fund the SERAF payment. NOW, THEREFORE, THE COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Commission hereby finds that it does not have sufficient unencumbered funds to make the required SERAF payment for FY09- 10 and FY10-11. The revenue to be received by the Commission in FY09-10 and FY10-11 is required for the payment of Commission debt service, Commission administration, and existing programs and projects and is not available to make the SERAF payment. This finding is supported by the information and documents provided by staff to the Commission. Section 2. The Commission hereby authorizes a loan of $555,465 (the "LMIHF Loan") from the Business and Waterfront Improvement Project Low- and Moderate-Income Housing Fund to the Alameda Point Improvement Project Redevelopment Capital Projects Fund for the sole purpose of making the SERAF payments for FY09-10 and FY10-11. The LMIHF Loan will accrue interest at an annual rate of 6%, and the Commission shall repay the LMIHF Loan to the Low- and Moderate-Income Housing Fund on or before June 30, 2015 (Exhibit 1). The LMIHF Loan shall not be made until such time as the Commission is required to pay the SERAF Payment into the Alameda County SERAF. Section 3. The Commission hereby authorizes a total loan of $253,316 (the "LMIHF Loan") from the Business and Waterfront Improvement Project Low- and Moderate-Income Housing Fund to the Business and Waterfront Improvement Project Area Redevelopment Capital Projects Fund for the sole purpose of making the SERAF payment for FY10-11. The LMIHF Loan will accrue interest at an annual rate of 6%, and the Commission shall repay the LMIHF Loan to the Low- and Moderate-Income Housing Fund on or before June 30, 2015 (Exhibit 2). Section 4. The Commission requests that the City Council report to the Alameda County Auditor that the Commission intends to fund a portion of the SERAF payment from the LMIHF Loan. COMMUNITY IMPROVEMENT COMMISSION BUSINESS AND WATERFRONT IMPROVEMENT PROJECT LOW AND MODERATE HOUSING FUND PROMISSORY NOTE $555,465.00 March 3, 2010 FOR VALUE RECEIVED, the undersigned, Community Improvement Commission, Alameda Point Improvement Project Area Redevelopment Capital Projects Fund, (the "Maker "), hereby promises to pay to the order of the Community Improvement Commission, Business and Waterfront Improvement Project Low and Moderate Income Housing Fund, (the "Holder "), the principal sum of FIVE HUNDRED AND FIFTY FIVE THOUSAND FOUR HUNDRED AND SIXTY FIVE DOLLARS ($555,465.00), (the "Loan "), as set forth herein below. All sums payable hereunder shall be payable in lawful money of the United States of America. 1. Repayment — The Loan shall be repaid IN COMPLIANCE WITH the California State Legislature enacted ABX4 -26, which, added Sections 33690 and 33690.05 to the Community Redevelopment Law requiring redevelopment agencies to make payments to its county Supplemental Educational Revenue Augmentation Fund ( "SERAF ") in fiscal years 2009- 2010 and in 2010 -2011 as follows: (a) Health and Safety Code Section 33690(c) provides that if a redevelopment agency is unable to make its full SERAF payment for FY 2009 -2010, the agency may borrow from the agency's Low and Moderate Income fund, after making a finding that there are insufficient other moneys to make the required SERAF payment; and (b) At the January 26, 2010 Special Joint Meeting of the City Council and the Community Improvement Commission, the proposed two year SERAF payment plan was approved by the Community Improvement Commission; and (c) The authorized loan of $555,465 is for making the SERAF payment for fiscal years 2009 -2010 and in 2010 -2011 and shall accrue interest at the rate of six percent (6 %) per annum from the date of this Note untill payment in full on or before June 30, 2015; and (d) Maker shall pay monthly installments of interest to Holder beginning on April 1, 2010 and continuing on the 1S` day of each month thereafter, untill the principal of $555,465 is paid in full on or before June 30, 2015. 2. Prepayment Maker may prepay all or any part of the outstanding balance of this Promissory Note at any time, without penalty. Within thirty (30) days following such repayment, in full, Holder shall return this Promissory Note to Maker marked "cancelled." Exhibit 1 Page 1 3. Amendments and Modifications — This Promissory Note may not be changed orally, and may be amended only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or dispute is sought. 5. Governing Law — This Promissory Note shall be construed and enforced in accordance with the laws of the State of California, without reference to its choice of laws provisions. 6. Severability — If any provision of this Promissory Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. IN WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the date first set forth above. March 3, 2010 By: Community Improvement Commission Business and Waterfront Improvement Project Low and Moderate Income Housing Fund Name: Ann Marie Gallant Its: Interim Executive Director "HOLDER" By: Community Improvement Commission Alameda Point Improvement Project Area Redevelopment Capital Projects Fund Name: Ann Marie Gallant Its: Interim Executive Director "MAKER" Exhibit 1 Page 2 COMMUNITY IMPROVEMENT COMMISSION BUSINESS AND WATERFRONT IMPROVEMENT PROJECT LOW AND MODERATE HOUSING FUND PROMISSORY NOTE $253,316.00 March 3, 2010 FOR VALUE RECEIVED, the undersigned, Community Improvement Commission, Business and Waterfront Improvement Project Area Redevelopment Capital Projects Fund, (the "Maker "), hereby promises to pay to the order of the Community Improvement Commission, Business and Waterfront Improvement Project Area Low and Moderate Income Housing Fund, (the "Holder "), the principal sum of TWO HUNDRED AND FIFTY THREE THOUSAND THREE HUNDRED AND SIXTEEN DOLLARS ($253,316.00), (the "Loan "), as set forth herein below. All sums payable hereunder shall be payable in lawful money of the United States of America. 1. Repayment — The Loan shall be repaid IN COMPLIANCE WITH the California State Legislature enacted ABX4 -26, which, added Sections 33690 and 33690.05 to the Community Redevelopment Law requiring redevelopment agencies to make payments to its county Supplemental Educational Revenue Augmentation Fund ( "SERAF ") in fiscal years 2009- 2010 and in 2010-2011 as follows: (a) Health and Safety Code Section 33690(c) provides that if a redevelopment agency is unable to make its full SERAF payment for FY 2009 -2010, the agency may borrow from the agency's Low and Moderate Income fund, after making a finding that there are insufficient other moneys to make the required SERAF payment; and (b) At the January 26, 2010 Special Joint Meeting of the City Council and the Community Improvement Commission, the proposed two year SERAF payment plan was approved by the Community Improvement Commission; and (c) The authorized loan of $253,316 is for making the SERAF payment for fiscal years 2009 -2010 and in 2010 -2011 and shall accrue interest at the rate of six percent (6 %) per annum from the date of this Note untill payment in full on or before June 30, 2015; and (d) Maker shall pay monthly installments of interest to Holder beginning on April 1, 2010 and continuing on the 1s` day of each month thereafter, untill the principal of $253,316 is paid in full on or before June 30, 2015. 2. Prepayment Maker may prepay all or any part of the outstanding balance of this Promissory Note at any time, without penalty. Within thirty (30) days following such repayment, in full, Holder shall return this Promissory Note to Maker marked "cancelled." Exhibit 2 Page 1 3. Amendments and Modifications — This Promissory Note may not be changed orally, and may be amended only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or dispute is sought. 5. Governing Law — This Promissory Note shall be construed and enforced in accordance with the laws of the State of California, without reference to its choice of laws provisions. 6. Severabilitv — If any provision of this Promissory Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. IN WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the date first set forth above. March 3, 2010 By: Community Improvement Commission Business and Waterfront Improvement Project Low and Moderate Income Housing Fund Name: Ann Marie Gallant Its: Interim Executive Director "HOLDER" By: Community Improvement Commission Business and Waterfront Improvement Project Area Redevelopment Capital Projects Fund Name: Ann Marie Gallant Its: Interim Executive Director "MAKER" Exhibit 2 Page 2 I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Community Improvement Commission of the City of Alameda in a Special Community Improvement Commission meeting assembled on the 3rd day of March, 2010, by the following vote to wit: AYES: NOES: ABSENT: ABSTENTIONS: IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said Commission this 4th day of March, 2010. Lara Weisiger, Secretary Community Improvement Commission Beverly Johnson, Chair Community Improvement Commission