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HomeMy WebLinkAboutRDA Packet 2005/05/24 ~~f? =~:._~ ~-:::--~ - - - - CI1Y OF TUESDAY, MAY 24.2005 CHULA VISTA 6:00 P.M. (immediately following the City Council meeting) COUNCIL CHAMBERS PUBLIC SERVICES BUILDING SPECIAL MEETING OF THE REDEVELOPMENT AGENCY I CITY COUNCIL OF THE CITY OF CHULA VISTA CALL TO ORDER ROLL CALL Agency/Council Members Castaneda, Davis, McCann, Rindone; Chair/Mayor Padilla CONSENT CALENDAR The staff recommendations regarding the following item(s) listed under the Consent Calendar will be enacted by the Council and/or Agency by one motion without discussion unless an Council and/or Agency member, a member of the public or City staff requests that the item be pulled for discussion. If you wish to speak on one of these items, please fill out a "Request to Speak Form" available in the lobby and submit it to the City Clerk prior to the meeting. Items pulled from the Consent Calendar will be discussed after Public Hearing items. Items pulled by the public will be the first items of business. 1. APPROVAL OF MINUTES - April 19, 2005; April 26, 2005; May 10, 2005 STAFF RECOMMENDATION: Council/Agency approve the minutes. ORAL COMMUNICATIONS This is an opportunity for the general public to address the Redevelopment Agency on any subject matter within the Agency's jurisdiction that is not an item on this agenda. (State law, however, generally prohibits the Redevelopment Agency from taking action on any issues not included on the posted agenda.) If you wish to address the Agency on such a subject, please complete the" Request to Speak Under Oral Communications Form" available in the lobby and submit it to the Secretary to the Redevelopment Agency or City Clerk prior to the meeting. Those who wish to speak, please give your name and address for record purposes and follow up action. ACTION ITEMS The items listed in this section of the agenda are expected to elicit substantial discussions and deliberations by the Council/Agency, staff, or members of the general public. The items will be considered individually by the Council/Agency and staff recommendation may in certain cases be presented in the alternative. Those who wish to speak, please fill out a Request to Speak form available in the lobby and submit it to the City Clerk prior to the meeting. 2. CONSIDERATION OF (1) APPROVAL OF LEGAL AND OPERATING DOCUMENTS FOR THE FORMATION OF THE 501C3 CHULA VISTA REDEVELOPMENT CORPORATION (ARTICLES OF INCORPORATION, BYLAWS, OPERATING AGREEMENT); (2) ADOPTION OF A CITY ORDINANCE ESTABLISHING THE 501C3 CORPORATION AND SETTING FORTH ITS FUNCTIONS AND OPERATIONS; (3) ADOPTION OF A CITY ORDINANCE AMENDING CERTAIN CHAPTERS OF THE MUNICIPAL CODE TO ENSURE CONSISTENCY REGARDING THE FUNCTIONS AND OPERATIONS OF THE CORPORATION; AND (4) DESIGNATION OF TERRITORIES AND AREAS WITHIN WHICH THE 501C3 CORPORATION HAS AUTHORITY TO EXERCISE POWERS On 11/23/2004, the Redevelopment Agency/City Council authorized the formation of a 501 c3 Chula Vista Redevelopment Corporation, and directed staff to prepare the necessary legal and operating documents for formation proceedings. These documents and other related actions are being presented for consideration by the AgencylCouncil. [Director Of Community Development] STAFF RECOMMENDATION: A. Council/Agency adopt the following resolution: JOINT RESOLUTION OF THE CITY COUNCIL AND REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING LEGAL AND OPERATING DOCUMENTS FOR THE FORMATION OF THE 501C3 CHULA VISTA REDEVELOPMENT CORPORATION B. Council place on first reading the following ordinances: ORDINANCE ADDING CHAPTER 2.55 TO THE CHULA VISTA MUNICIPAL CODE ESTABLISHING THE CHULA VISTA REDEVELOPMENT CORPORATION TO SUPPORT THE PLANNING AND REDEVELOPMENT ACTIVITIES OF THE CITY AND THE CHULA VISTA REDEVELOPMENT AGENCY WITHIN DESIGNATED AREAS OF THE CITY (FIRST READING) ORDINANCE AMENDING SECTIONS 2.24.030, 2.32.100, AND 2.42.010 OF TITLE 2 AND SECTION 19.14.592 OF TITLE 19 OF THE CHULA VISTA MUNICIPAL CODE (FIRST READING) C. Council adopt the following resolution: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA DESIGNATING TERRITORIES AND GEOGRAPHIC AREAS WITHIN THE CITY WITHIN WHICH THE CHULA VISTA REDEVELOPMENT CORPORATION HAS THE AUTHORITY TO EXERCISE PLANNING AND REDEVELOPMENT FUNCTIONS Redevelopment Agency, May 24, 2005 Page 2 --. --.. OTHER BUSINESS 3. DIRECTOR'S REPORT 4. CHAIR REPORT 5. AGENCY COMMENTS ADJOURNMENT The Redevelopment Agency will adjourn to a Regular Meeting on June 7, 2005, at 4:00 p.m., in the Council Chambers. AMERICANS WITH DISABILITIES ACT The City of Chula Vista, in complying with the Americans with Disabilities Act (ADA). request individuals who require special accommodates to access, attend, and/or participate in a City meeting, activity, or service request such accommodation at least 48 hours in advance for meetings and five days for scheduled services and activities. Please contact the Secretary to the Redevelopment Agency for specific information at (619) 691-5047 or Telecommunications Devices for the Deaf (TOO) at (619) 585-5647. California Relay Service is also available for the hearin9 impaired. Redevelopment Agency, May 24, 2005 Page 3 -. -- - MINUTES OF AN ADJOURNED REGULAR MEETING OF THE CITY COUNCIL, A REGULAR MEETING OF THE REDEVELOPMENT AGENCY, AND A SPECIAL MEETING OF THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA April 19, 2005 6:00 p.m. An Adjourned Regular Meeting of the City Council, a Regular Meeting of the Redevelopment Agency, and a Special Meeting of the Housing Authority were called to order at 8:03 p.m. in the Council Chambers, located in the Public Services Building, 276 Fourth Avenue, Chula Vista, California. ROLL CALL: PRESENT: Agency/Authority/Councilmembers: Castaneda, Davis, Rindone and Mayor Padilla ABSENT: Agency/ Authority/Councilmembers: McCarm (excused) ALSO PRESENT: Executive Director/City Manager Rowlands, City Attorney Moore, and Deputy City Clerk Bennett CONSENT CALENDAR Item 2 was removed from the Consent Calendar for discussion by Patricia Aguilar, representing Crossroads II. Ms. Aguilar then deferred her comments to Oral Communications. 1. APPROVAL OF MINUTES of March 1, 2005 and March 22, 2005 2. COUNCIL RESOLUTION NO. 2005-132 AND REDEVELOPMENT AGENCY RESOLUTION NO. 1908, RESOLUTION OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A TWO-PARTY AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND ECONOMIC AND PLANNING SYSTEMS, INCORPORATED, TO PROVIDE A PUBLIC FACILITIES IMPLEMENTATION PROGRAM FOR THE URBAN CORE SPECIFIC PLAN, AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT Adoption of the resolution approves a contract with Economic and Plarming Systems Incorporated to provide consulting services and preparation of a facilities implementation plan for the Urban Core Specific Plan. This task is an essential and parallel product that will assess and assure that the Specific Plan public facility needs and proposals can be implemented to serve new development in the plan area. (Director of Community Development) Staffrecommendation: Council/Agency adopt the resolution. ACTION: Agency/Authority/Councilmember Davis moved to approve staffs recommendations and offered the Consent Calendar, headings read, texts waived. The motion carried 4-0. ORAL COMMUNICATIONS Patricia Aguilar, representing Crossroads II, distributed a map of historical sites in the City and stated that the General Plan Update and the Urban Core Specific Plan documents do not adequately address or protect these areas, specifically from C Street on the north to L Street on the south, and from Hilltop on the east to Broadway on the west. PUBLIC HEARING 3. CONSIDERATION OF ISSUANCE OF MULTI-FAMILY HOUSING REVENUE BONDS In 2003, the Housing Authority issued multi-family housing revenue bonds in the approximate amount of $1.8 million to assist CIC EastLake, L.P. construct a ISO-unit affordable housing development known as Rancho Buena Vista Apartments, located at 2155 Corte Vista in the Eastlake master plarmed community. CIC EastLake is requesting that the Housing Authority and the City consider the issuance of additional tax-exempt bonds in the amount of $1,7] 5 million. The additional bond allocation will be used to finance cost overruns experienced by the project. (Director of Community Development, Director of Finance) Notice of the hearing was given in accordance with legal requirements, and the hearing was held on the date and at the time specified in the notice. Chair/Mayor Padilla opened the public hearing. Agency/Authority/Councilmember Rindone asked the cause of the cost overrun. Senior Community Deve]opment Specialist Hines responded that rising construction costs, rain delays, and changes to the project scope were the primary contributing factors. There being no members of the public who wished to speak, ChairlMayor Padilla closed the public hearing. Agency/Authority/Councilmember Rindone asked staff to prepare an analysis of affordable housing on the east and west sides of the City in order to compare and seek parity with regard to quality affordable housing. Agency/Authority/Councilmember Castaneda expressed the need to establish a policy with regard to Council-approved projects with associated funding mechanisms that requires staff to provide an explanation of significant increases and cost estimates. Mayor Padilla asked staff to provide to Council, and make available for public review, a memorandum on: ]) whether or not costs for amenities that the applicant agreed to add to the project between Design Review Committee review and final approval are borne by the City or, directly or indirectly, by any tax-paying citizen; 2) what, if any, impact they have on the ability to provide the number of units in this project; and 3) whether it is an impact on the financing scheme and is the risk of the underwriter and the bond purchasers, who are the investors. Page 2 Council/RDAlHA Minutes 04/19/05 PUBLIC HEARING (Continued) ACTION: Agency/ Authority/Councilmember Davis moved to adopt Housing Authority Resolution No. HA-26 and Council Resolution No. 2005-133, headings read, texts waived: HOUSING AUTHORITY RESOLUTION NO. HA-26, RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA REGARDING ITS INTENTION TO ISSUE TAX-EXEMPT OBLIGATIONS COUNCIL RESOLUTION NO. 2005-133, RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA PURSUANT TO SECTION l47(F) OF THE INTERNAL REVENUE CODE OF 1986 APPROVING THE ISSUANCE OF BONDS BY THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA FOR RANCHO BUENA VISTA APARTMENTS AT EASTLAKE The motion carried 4-0. OTHER BUSINESS 4. DIRECTOR/CITY MANAGER'S REPORTS There were none. 5. CHAIRlMA YOR'S REPORTS There were none. 6. AGENCY/COUNCILMEMBER COMMENTS There were none. ADJOURNMENT At 9:06 p.m., ChairlMayor Padilla adjourned the Housing Authority until further notice and the Redevelopment Agency to a Special Meeting on April 26, 2005, at 6:00 p.m., immediately following the City Council Meeting, in the Council Chambers. - -V l ~qi,-~ A..:) ~ -' Lorraine Bennett 0- - Deputy City Clerk Page 3 Council/RDA/HA Miuutes 04/19/05 MINUTES OF A SPECIAL MEETING OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA April 26, 2005 6:00 p.m. A Special Meeting of the Redevelopment Agency of the City of Chula Vista was called to order at 6:39 p.m. in the Council Chambers, located in the Public Services Building, 276 Fourth Avenue, Chula Vista, California. ROLL CALL: PRESENT: Agencymembers: Castaneda, Davis, Rindone, and Chair Padilla ABSENT: Agencymembers: McCarm (excused) ALSO PRESENT: Executive Director Rowlands, City Attorney Moore, and Assistant City Clerk Norris CONSENT CALENDAR 1. AGENCY RESOLUTION NO. 1909, RESOLUTION OF THE REDEVLEOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING AN AGREEMENT WITH FULLER FORD AND ATOMIC INVESTMENTS INC. FOR DEDICATION OF RIGHT-OF-WAYS, LOT LINE ADJUSTMENT, AND ASSIGNMENT OF OPTION TO PURCHASE THE SHINOHARA PROPERTY, WHICH IS LOCATED WITHIN THE CHULA VISTA MERGED REDEVELOPMENT PROJECT AREA In an effort to facilitate future development and alleviate traffic and circulation conditions in the area, a proposed agreement has been negotiated between the Agency, Fuller Ford, and Atomic Investments Inc. The proposed agreement will allow the Agency to widen portions of Main Street. In exchange, Fuller and Atomic will have the opportunity to expand their business operations and activities. (Director of Community Development) Staff recommendation: Agency adopt the resolution. 2. WRITTEN COMMUNICATIONS Request from Councilmember McCarm for an excused absence from the April 19, 2005, City CouncillRedevelopment Agency/Housing Authority meeting due to family medical reasons; and from the meeting of April 26, 2005 due to active military duty. ACTION: Agencymember Davis moved to approve staff's recommendations and offered the Consent Calendar, headings read, texts waived. The motion carried 4-0. ORAL COMMUNICATIONS There were none. OTHER BUSINESS 3. DIRECTOR REPORTS There were none. 4. CHAIR REPORTS There were none. 5. AGENCY COMMENTS There were none. ADJOURNMENT At 9:30 p.m., Chair Padilla adjourned the meeting to a Regular Meeting on May 10, 2005, at 6:00 p.m., immediately following the City Council Meeting in the Council Chambers. J~~~ Donna Norris, CMC Assistant City Clerk Page 2 RDA Minutes 04/26/05 MINUTES OF AN ADJOURNED REGULAR MEETING OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA May 10, 2005 6:00 p.m. An Adjourned Regular Meeting of tile Redevelopment Agency of the City of Chula Vista was called to order at 7:28 p.m. in the Council Chambers, located in the Public Services Building, 276 Fourth Avenue, Chula Vista, California. ROLL CALL: PRESENT: Agencymembers: Castaneda, McCarm, Rindone, and Chair Padilla ABSENT: Agencymembers: Davis (excused) ALSO PRESENT: Executive Director Rowlands, City Attorney Moore, and City Clerk Bigelow CONSENT CALENDAR 1. AGENCY RESOLUTION NO. 1910, RESOLUTION OF THE REDEVLEOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A CONSULTANT AGREEMENT WITH PROGRESSNE URBAN MANAGEMENT ASSOCIATES (PUMA) FOR IMPLEMENTATION OF THE RENEWAL OF THE DOWNTOWN PROPERTY-BASED BUSINESS IMPROVEMENT DISTRICT (PBID); AND AUTHORIZING THE CHAIRIMA YOR TO EXECUTE SAID AGREEMENT The downtown PBID was formed in 2001 to proactively implement a number of "clean and safe" programs within the downtown core. Since the existing PBID was inaugurated for a five-year term, the PBID is required to be renewed no later than June 2006. Recognizing the positive benefits of the PBID, the Downtown Business Association and Agency are seeking to renew the PBID. (Director of Community Development) Staff recommendation: Agency adopt the resolution. 2. WRITTEN COMMUNICATIONS Request from Councilmember Davis for an excused absence from the May 10, 2005, Joint City CouncillRedevelopment AgencylHousing Authority meeting, due to travel to Washington D.C. ACTION: Chairman Padilla moved to approve staffs recommendations and offered the Consent Calendar, headings read, texts waived. The motion carried 4-0. ORAL COMMUNICATIONS There were none. OTHER BUSINESS 3. DIRECTOR REPORTS There were none. 4. CHAIR REPORTS There were none. 5. AGENCY COMMENTS There were none. ADJOURNMENT At 7:30 p.m., Chair Padilla adjourned the meeting to the Regular Meeting on May 17,2005, at 6:00 p.m., immediately following the City Council Meeting in the Council Chambers. ~CuJ~~ Susan Bigelow, MMC, ~ity Clerk Page 2 RDA Minutes 05-10-05 JOINT REDEVELOPMENT AGENCY/CITY COUNCIL AGENDA STATEMENT ITEM NO.: d-.. MEETING DATE: OS/24/05 JOINT RESOLUTIONS (1) APPROVING LEGAL AND OPERATING DOCUMENTS FOR THE FORMATION OF THE 501 C3 CHULA VISTA REDEVELOPMENT CORPORATION (ARTICLES OF INCORPORATION, BYLAWS, OPERATING AGREEMENT); (2) ADOPTING A CITY ORDINANCE ESTABLISHING THE 501C3 CORPORATION AND SrnlNG FORTH ITS FUNCTIONS AND OPERATIONS; (3) ADOPTING A CITY ORDINANCE AMENDING CERTAIN CHAPTERS OF THE MUNICIPAL CODE TO ENSURE CONSISTENCY REGARDING THE FUNCTIONS AND OPERATIONS OF THE CORPORATION; AND (4) DESIGNATING TERRITORIES AND AREAS WITHIN WHICH THE 501 C3 CORPORATION HAS AUTHORITY TO EXERCISE POWERS SUBMITTED BY: COMMUNITY DEVELOPMENT DIRECTOR L.w\ ITEM TITLE: REVIEWED BY: EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY, C MANAGER, AND CITY ATTORNEYCtv'1'7 . . 4/5THS VOTE: YES D NO 0 BACKGROUND On November 23, 2004, the Redevelopment Agency/City Council ("Council") took formal action to authorize the formation of a Chula Vista Redevelopment Corporation ("CVRC"), a SOlc3 nonprofit public benefit corporation. The Council directed the City Attorney and Community Development Director to prepare the necessary le9al and operating documents for formation proceedings. During the past six months, Community Development staff has collaboratively worked with key City Departments - City Attorney, Planning & Building, Engineering, Finance - and outside legal counsel from Rutan & Tucker, LLP to outline and prepare the necessary le901 and operating documents. These documents and other related actions are being presented and proposed for consideration and adoption by the Council. Last November, staff provided the Council a general overview of the CVRC's proposed form, function, and operations. This staff report and the attached legal and operatin9 documents provide a more comprehensive and in-depth description of the CVRC's proposed structure, organizotion, powers ond authority, and day-to-day operations. This report also provides a detailed discussion about approaches to public participation within the CVRC, including an overview of stakeholder workin9 sessions staff recently held with several community organizations. Staff is recommending approval and adoption of the attached formation 2-1 PAGE 2, ITEM NO.: d..... MEETING DATE: OS/24/05 documents (resolutions, City Ordinance, Articles of Incorporation, Operating Agreement, Bylaws), and a series of next steps to initiate the functionol and operational establishment of the CYRC. RECOMMENDATIONS 1. Adopt the joint resolution approving the legal and operating documents for the formation of the CYRC, including Articles of Incorporation, Bylaws, and Operating Agreement. 2. Adopt a City Ordinance addin9 Chapter 2.55 to the Municipal Code establishing the CYRC and setting forth its functions and operations. 3. Adopt a City Ordinance amending certain chapters of the Municipal Code to ensure consistency with regard to the functions and operations of the CVRe. 4. Adopt the City Council resolution designating the jurisdictional boundaries and territories within which the CYRC shall have authority to exercise powers. 5. Direct staff to file the Articles of Incorporation with the Secretary of State, to execute and complete all necessary le9al filings for the incorporation of the CVRC as a nonprofit public benefit corporation in accordance with California law and Section 501 (c)(3) of the Internal Revenue Code, and to make applications for federal and state tox-exempt status for the CYRe. 6. Direct staff to immediately initiate the advertisement and application process for the appointment of the four CYRC Independent Directors. 7. Adopt the proposed "CYRC Principles of Public Participation" as formal policy statements and direct stoff to prepare a comprehensive recommendation package on a formal CYRC public participation process for final review and consideration by the future nine-member CYRC Board of Directors. BOARDS/COMMISSIONS RECOMMENDATIONS Following the November 23, 2004 Council meeting, the City's Planning Commission, Design Review Committee ("DRC"), and Resource Conservation Commission ("RCC") convened two separate joint meetings of the three bodies to discuss alternative public process concepts for the CYRe. The three bodies have jointly developed two alternative models for review and consideration by the Council. These models are discussed in 9reater detail in later sections of this report. Staff is recommending that the Council approve, in concept, a model similar to thot proposed by the three bodies. Staff is further recommending that the Council adopt as formal policy statements "CVRC Principles of Public Participation" and direct staff to prepare a comprehensive recommendation package on a formal CYRC public participation process for final review and consideration by the future nine-member CYRC Board of Directors. 2-2 r PAGE 3, ITEM NO.: ;:)... MEETING DATE: OS/24/05 DISCUSSION Backaround and History For the past two years, the City has been engaged in a comprehensive study to examine ond understand the benefits ond requirements of creating a 501 c3 nonprofit public benefit Chula Vista Redevelopment Corporation ("CVRC"). This has been an evolving process that has involved both public and private stakeholders through facilitated workshops and discussions. Last year, two workshops were held on the concept and formation of a CVRC that included participants from the Urban Development Committee ("UDC"), Mayor Podilla, Councilman McCann, the City Manager, City Attorney, City Finance Director, and City Community Development Director. The culmination of these workshops and discussions led to the preparation of a comprehensive report by Community Development that wos publicly distributed and presented to the Council on July 20, 2004, Based on that report, Community Development teamed with the City Attorney's office and outside legal counsel from Rutan & Tucker, LLP, to develop general legal parameters for the form, functions, and operations of a CVRC in Chula Vista. On November 23, 2004, the Council authorized the formation of the CVRC and directed staff to prepare the necessary legal documents to formally and operationally incorporate and establish the CVRC. Accordingly, Community Development, the City Attorney, and Rutan & Tucker, LLP, facilitated team discussions with affected City Departments - Planning & Building, Engineering, Finance - to solicit input on the content and structure of the documents. The attached documents ore the product of those joint efforts and inclusive discussions. At the November 23, 2004 Council meeting, several Council members stressed the importance of public input and participation in the City's revitalization and redevelopment activities. Staff fully concurs that public dialogue and support for these efforts will be integral in pursuing the City's short- and long-term goals for development, economic growth, and public and private investment within the City's urban core and redevelopment project areas. As such, Community Development has actively engaged in internal and external discussions about alternative approaches and processes for public input and participation within the CVRC framework, activities, and projects. A more comprehensive discussion on public participation is provided in later sections of this report. Roles. Functions. and Responsibilities The CVRC is considered a "support entity" to the City and Redevelopment Agency for planning and redevelopment activities within designated geographic areas. As a "support entity," the Corporation is authorized to conduct certain delegable functions and responsibilities of the City and Redevelopment Agency that do not involve the non-delegable legislative policy-making responsibilities and authorities that are solely held by the City Council and Redevelopment Agency Board. Section 1 of Article III of the proposed CVRC Bylaws (Attachment "B") provides that: 2-3 PAGE 4, ITEM NO.: d- MEETING DATE: OS/24/05 "The specific and primary purpase of this corporation is to carry out planning and redevelopment activities within such geographical areo(s) of Chula Vista as the Chula Vista City Council may designate from time to time by ordinance or resolution, including: (a) the conduct of delegable functions and responsibilities of the Planning Commission and the Redevelopment Agency of the City of Chula Vista; (b) the development of. recommendations to the City Council and Redevelopment Agency of the City of Chula Vista regarding non-delegable actions of those governing bodies; (c) the conduct of the functions and responsibilities of the Resource Conservation Commission and the Design Review Committee of the City of Chula Vista; and (d) the development of recommendations regarding the strategic priorities to be programmed by the Redevelopment Agency of the City of Chula Vista through its annual budget." Sections 2.55.050 throu9h 2.55.080 of the proposed City Ordinance (Attochment "C") more specifically distinguish the "delegoble" and "non-delegable" planning, redevelopment, ond odvisory activities of the Council, Redevelopment Agency, Planning Commission, Design Review Committee, and Resource Conservation Commission. Administrative and quasi-iudicial planning and redevelopment functions are considered delegable and are matters on which the CYRC will make decisions. Legislative planning and redevelopment functions are considered non- delegable. On these matters, the CYRC will make advisory recommendations to the City Council and/or Redevelopment Agency. The following chart describes the types of activities far which decisions or recommendations will be made by the CYRe. PlANNING FUNCTIONS DECISIONS RECOMMENDATIONS CVRC sholl assume and corry out the planning functions of the Planning Commission with resped to the following administrative and quasi-judicial items (~2.55.050(B)): . Variances . Conditional use permits . Subdivision of land - tentative and final subdivision maps . Lot line adjustments . Historical permits . Coastal development permits . Other administrative and quasi- judicial planning items . Environmental documents or exemptions for the above CVRC sholl review and moke recommendations to the City Council on the following legislative items (~2.55.050(A)): . General plan, specific plans, general development plans, precise plans, and sectional planning areas . Local coastal plan . Zoning regulations . Development agreements . Environmental documents or exemptions for the above 2-4 PAGE 5, ITEM NO.: MEETING DATE: d- OS/24/05 DECISIONS RECOMMENDATIONS REDEVELOPMENT CVRC shall assume and corry aut CVRC shall review and make FUNCTIONS planning and redevelopment functions of recommendations to the Redevelopment the Redevelopment Agency with resped Agency on the following legislative to the following items (~2.55.060(B)): (~2.55.060(A)) and/or fiduciary (Bylaws) . Exclusive negotiating agreements items: . Special use permits and other permits . Disposition and development . Replacement housing plans agreements . Loans and expenditures involving . Owner participation agreements CVRC funds . Purchase and sale agreements . Eminent domain . Redevelopment plans and implementation pions . Relocation plans . Financial transactions not involving eVRe funds (such as issuance of fax increment bonds) ADVISORY Design Review. CVRC shall assume and FUNCTIONS carry ouf the functions of the Design Review Committee within the CVRe's designated iurisdictional areas (~2.55.0BO). N/A Resource Conservation. CVRC shall assume and carry out the functions of the Resource Conservation Commission within the eYRC's designated jurisdictional areas (~2.55.070). Staffina. Services and Supplies. and Funding In addition to the CYRC's planning and redevelopment support functions to fhe City and Redevelopment Agency, the proposed CYRC Operating Agreement (Attachment "D") establishes a reciprocal relationship whereby the City and Agency "shall endeavor to provide sufficient support (by way of staff employees, services and supplies, and funding) to allow the Corporation to carry out its functions and activities." The proposed Bylaws also establish the Officers of the CYRC as follows: . Chair. The Chair of the Board of Directors shall be the Mayor. . CEO. The Chief Executive Officer shall be appoinfed by the City Manager and confirmed by the City Council. Redevelopment requires a number of different disciplines in order to successfully implement the goals of redevelopment and economic development. Community Development is already structured to primarily support redevelopment activities through its housing, economic development, and redevelopment divisions. The Planning & Building and Engineering Departments will become increasingly important partners as the Urban Core and Southwest begin to experience maior infrastructure and 2-5 PAGE 6, ITEM NO.: .;t MEETING DATE: OS/24/05 development proiects. All three Development Services Departments are integral to the success of redevelopment. It is therefore recommended that the Assistant City Manager for Development Services serve as the CVRC CEO. This will provide the CEO with access and authority to direct staff from Planning & Building, Engineering, and Community Development. Bringing all three departments under the auspices of the Assistant City Manager and CEO of the new CVRC will also provide a structure that will encourage development of a common working agenda and sense of shared responsibility and accountability. Day to day administration of the CVRC will be the responsibility of the Director of Community Development. . Secretary. The Secretary shall be the CVRC CEO, or his or her designee. . CFO. The Chief Financial Officer shall be the City Finance Director. . General Counsel. The General Counsel to the CVRC shall be the City Attorney. Board of Directors On November 23, 2004, the Council approved, in concept, the estoblishment of a nine-member Board of Directors for the CVRC, five of whom shall be the Mayor and City Council members, also referred to as "City-Directors." The four remaining "Independent Directors" will be appointed by the City Council. Section 3 of Article VII of the Bylaws describes the qualification requirements for the four Independent Directors according to the following fields of expertise and experience. These are consistent with the fields approved, in concept, by the Council on November 23, 2004. . Architect/Environmental Planner . Real Estate Developer/Business Leader . Financial Planner/Educator/Community Leader . Civil Engineer/Urban Designer/Scientist The Council emphasized the importance of drawing expertise and experience from the broadest pool of available resources, including professionals within the City and throughout the region. The Council expressed, however, that preference be given to Chula Vista residents, property owners, and business owners, within a reasonable and appropriate manner. Section 3 of Article VII of the Bylaws establishes staggered, four-year terms of office for the Independent Directors. The initial terms will be as follows: . Four-Year Initial Term o Architect/Environmental Planner o Real Estate Developer/Business Leader . Two-Year Initial Term o Financial Planner/Educator/Community Leader o Civil Engineer/Urban Designer/Scientist 2-6 PAGE 7, ITEM NO.: MEETING DATE: ~ OS/24/05 The Bylaws further provide that the Council may reappoint Independent Directors at the end of their terms, and that there will not be term limits for those seats. Procedures for the appointment of Independent Directors will be consistent with those of other Council-appointed boards, commissions, and committees, including the procedures for advertisement, application, interview, and selection. To facilitate the timely and expeditious initiation of the CVRC's functions and operations, staff is recommending that the Council direct staff to immediately begin the advertisement, application, and interview process for the Independent Directors. The formal appointment of the Independent Directors should occur shortly after the effective date of the CVRC's incorporation, possibly at the first meeting ofthe CVRC Board. Jurisdictional Boundaries As part of the November 23, 2004 staff report, staff recommended that the CVRC's jurisdictional boundaries and territories include all lands within the study area of the Urban Core Specific Plan (generally bound by the 1-5 Freeway to the west, C Street to the north, L Street to the south, and Del Mar Avenue to the east) and all other territories within the City's adopted redevelopment project areas. (Please refer to Attachment "E" for maps.) The Council directed staff to further analyze these boundaries and return with recommendations concurrently with the proposed legal and operating documents. Staff has revisited the boundaries and continues to recognize important benefits and advantages to including both the Urban Core Specific Plan and all adopted redevelopment project areas within the jurisdiction and authority of the CVRC. The proposed boundaries provide needed continuity of planning efforts within redevelopment project areas and the adjacent territories in the Urban Core (outside of the project areas). For example, key public amenities and improvements will likely be planned and located in areas of the urban core that are not within redevelopment proiect areas. These key amenities, such as public infrastructure improvements, public parks, and affordable housing, are essential to the overall success of the City's revitalization efforts for western Chula Vista. Likewise, the proactive ability of the CVRC to time and expeditiously process projects in the urban core and gJl redevelopment project areas is critical to the City's overall and long-term efforts to redevelop, revitalize, and spawn public amenities and infrastructure improvements in much needed areas like the Southwest. Staff therefore recommends the inclusion of the Urban Core Specific Plan and all adopted redevelopment project areas within the jurisdiction and authority of the CVRC (Attachment "E"). Budaet and Financial Operations The majority of the CVRC's operational costs will be borne by the City and Redevelopment Agency through the support provisions (staffing, supplies and services, funding) contained in the proposed Operating Agreement (Attachment "D"). The proposed Bylaws (Attachment "B") establish the process and procedures for the annual adoption of a budget by the CVRC Board prior to each fiscal year. Section 2 of Article XII of the Bylaws provides that the budget does not 2-7 PAGE 8, ITEM NO.: d.... MEETING DATE: OS/24/05 become effective unless and until approved by the City Council. Once approved, the CVRC budget will become a line item in Community Development's annual departmental budget. Other Fiduciary Responsibilities Sections 4 through 6 of Article XII of the Bylaws require maiority approval of the City-Directors for contracts and other actions involving the obligation of public funds. These include the adoption of investment policies and the issuance of all checks, drafts, and evidences of indebtedness. The Bylaws further establish that the CVRC is restricted from moking any expenditure that exceeds the current fiscal year's budget by more than $5,000, or exceeds any line item in the budget by more than five percent (5%), without the prior approval of a majority of the City-Directors. Other Leaal Reauirements The CVRC is considered a public body that will be required to comply with: . The public meeting and noticing requirements of the Ralph M. Brown Act (Government Code 9954950 et seq.). . All applicable conflict of interest and disclosure laws, including the Political Reform Act (Government Code 9981000 et seq.), Government Code Sections 1090 et seq., and all other requirements overseen by the California Fair Political Practices Commission. . The provisions and requirements of the California Public Records Act (Government Code 996250 et seq.). Regular meetings of the CVRC Board of Directors will be held on the second and fourth Thursdays of each month at 6:00 P.M. Public Input and Participation Public input and participation in redevelopment activities, policies, and projects is a critical component of the overall success of any city's revitalization efforts. Likewise, the ability of the CVRC and its staff to be engaged with the community and provide the public access to information and education will be important to the CVRC's endeavors to create a unique, market- ready environment in western Chula Vista. Since last November, staff has researched and explored alternative public participation models and approaches to identify the key principles and elements of a public process that will be right for the CVRC and for Chula Vista. As part of these exploratory efforts, staff has: . Reviewed proposals jointly developed and recommended by the Planning Commission, Design Review Committee ("DRC"), and Resource Conservation Commission ("RCC"). . Held working sessions with local community groups - Crossroads II, Chamber of Commerce, Downtown Business Association - to solicit ideas and brainstorm different approaches to public participation. 2-8 PAGE 9, ITEM NO.: .;).... MEETING DATE: OS/24/05 . Reviewed examples of public processes from other redevelopment agencies and 501 c3 models, including the City of San Diego's Centre City Development Corporation ("CCDC"). This section of the report will provide a background discussion of staff's research and exploratory efforts that will: . Summarize the key points raised and discussed at the working sessions with Crossroads II, Chamber of Commerce, and DBA. . Describe and discuss the two public process proposals jointly developed and recommended by the Planning Commission, DRC, and RCC. . Describe and discuss examples of public participation models from other agencies. . Discuss the distinction between redevelopment and non-redevelopment activities and proposals. This section will also provide an analysis of the information collected and make recommendations on: . The adoption of "CVRC Principles of Public Participation" as formal policy statements. . A conceptual framework for public input and participation. Background - Staff's Research and Exploratory Efforts Stakeholder Working Sessions During the month of March, staff held two separate working sessions with: (l) Crossroads II and (2) the Chamber of Commerce ("Chamber") and Downtown Business Association ("DBA"). The purpose and outcomes of these sessions were to brainstorm and solicit input from these active stakeholder groups on the actual form and format of public input and participation within the CVRC. The following summaries highlight key points that Were raised and discussed in the stakeholder working sessions. More detailed meeting notes from both working sessions are available in Attachment "F." . Crossroads II. Approximately 20 to 25 persons attended and participated in the working session. Participants expressed the need to facilitate early opportunities for public input and participation on redevelopment proposals. Design review was identified as an important focus of public participation and dialogue. Other key topics and themes that participants raised included: o Identification of the various stakeholders in the community that should be included in public discussions around redevelopment and the CVRC: Chula Vista residents, local businesses (both tenants and property owners). DBA, Chamber, local churches, schools, local non-profit organizations, and other Ilgrassroots" groups. 2-9 PAGE 10, ITEM NO.: ,;)... MEETING DATE: OS/24/05 o Preserve the existing City commission/committee system. o Create a citizen-based, community-wide advisory committee to provide recommendations to the CVRC. o Create neighborhood or community planning groups to provide recommendations to a community-wide advisory committee, which would, in turn, make recommendations to the CVRC. These neighborhood or community planning groups could be structured similar to the model used in the City of San Diego and CCDC. Planning group boundaries could be drawn using elementary school service areas. Other relevant issues and challenges that were raised during the session included: o Concerns about "out-of-town" representation on the CVRC Board. o The need for public education to address the public's fears about the Urban Core Specific Plan, eminent domain, and the City's responsiveness, or lack thereof, to citizen concerns. Following the working session, the Crossroads II Steering Committee met on March 25th to review meeting notes and comments generated in the working session and their membership. At that meeting, the Committee reached consensus to support the two public process concepts jointly developed by the Planning Commission, DRC, and RCC (described later in this report), but that additionol refinements needed to be made to the precise makeup of the proposed community-wide Planning Area Commission. . Chamber & DBA. The Chamber of Commerce and DBA held a joint meeting of their Boards for the purpose of hosting a working session with City staff. Approximately 25 to 30 persons attended and participated. Participants at this session also stressed the importance of early input and participation in redevelopment. Participants further expressed that public participation could and should occur early and often within the Exclusive Negotiating Agreement ("ENA") process (described later in this report). Other key topics and themes that participants raised included: o Create several informal or formal community groups for different areas of the City for early input and participation. This would promote inclusiveness through smaller, more intimate groups. o Create one single advisory body with representation from all of the various community groups in the City. This would require fewer meetings and less resources. o Include representatives from eastern Chula Vista to encourage a cohesive community and promote citywide continuity of development and redevelopment discussions. Input from eastern Chula Vista could also provide important feedback on the types of businesses and uses that would attract residents from the east. 2-10 PAGE 11, ITEM NO.: MEETING DATE: dA OS/24/05 o Allow for public input and participation without delaying the redevelopment process. o The DBA expressed their desire to act as the design review body for the downtown business district. Several participants at the working session also raised concerns about "out-of-town" representation on the CVRC Board. Participants expressed the importance of recognizing and valuing the existing pool of talent, expertise, and knowledge within the City of Chula Vista. A common theme from both working sessions was the format of public input and participation, including the pros and cons of: (1) establishing a more formal and community- wide advisory committee that would provide recommendations to the CVRC on development proposals; and (2) creating smaller neighborhood-based groups throughout CVRC territories that would provide input and participation on area-specific development proposals. Further discussions around this theme will follow. City Commission/Committee Joint Proposals On January 10, 2005, the Planning Commission, DRC, and RCC held a joint meeting of their Boards to review and discuss the CVRC's formation and how it will impact their roles and responsibilities in the City. While the CVRC will not impact the roles and functions of the three bodies outside of the CVRC's jurisdictional boundaries, within those boundaries, the three bodies are jointly proposing two alternative flowchart concepts for the processing of development proposals. The flowchart proposals are available for reference and review in Attachment "F." . ProDosal #1: .Commission ConceDt". The first of the two flowcharts would maintain the Planning Commission, DRC, and RCC as formal review bodies for development proposals within the CVRC's boundaries, but expedite the timeframes for the three bodies' review prior to CVRC hearing. This process is consistent with the manner in which development proposals are currently reviewed and allows these bodies an opportunity to comment on proposals after the design phases are complete. . ProDosol #2: .PAC ConceDt". The second flowchart would require development proposals to first be reviewed by a "Planning Area Commission" prior to CVRC hearing and consideration. Similar to Proposal #1, this process would allow the Commission an opportunity to comment on proposals after the design phases are complete. The Planning Area Commission would consist of nine members as follows: o Six "core" members: . Two from Planning Commission . Two from DRC . Two from RCC 2-11 PAGE 12, ITEM NO.: d-... MEETING DATE: OS/24/05 o Three community members from the following possible categories: . DBA . Chamber of Commerce (outside of the Urban Core) . Sweetwater Union High School District . Chula Vista Elementary School District . Heritage Museum . Mobile homes . Resident in the Urban Core . Resident at-large (outside of the Urban Core) Proposal #2 is consistent with the conceptual theme of creating a community-wide advisory committee for all redevelopment and Urban Core proposals. As previously noted, similar conceptual discussions were raised during staff's working sessions with Crossroads II, Chamber of Commerce, and DBA. This continuing theme is further reviewed in the following examples of public processes that incorporate both community-wide and neighborhood- based approaches. Other Examples of Public Processes - Community-Wide and Neighborhood-Based To gain broader perspective on different models and approaches, staff took the opportunity to research and review the following relevant examples of public processes used in other redevelopment agencies and nonprofit models. . Sacramento Housinc and Redevelopment ADency CMSHRAM} o Public Process. SHRA is a joint powers authority formed by the City and County of Sacramento. SHRA has created and established Redevelopment Advisory Committees ("RACs") for each of the Agency's 12 project areas. The RACs serve as an expanded form of project area committees ("PACs") which redevelopment agencies are legally required to form for each redevelopment project area. PACs serve an initial statutory three-year term as an advisory body to redevelopment agencies on housing-related issues. SHRA's RACs expand the scope of these traditional PACs to promote and provide for public input and participation beyond the statutory three-year term of a PAC and beyond the limited housing-related scope of a PAC. There is a RAC for each of the SHRA's project areas, which encompass fairly large territories, mostly within City jurisdiction. o Appointment Process. Similar to the traditional makeup of a PAC, each RAC is made up of approximately 12 members from three different categories: (a) residential owners and tenants, (b) business owners, and (c) community organizations. RAC members are appointed by the City Council member whose council district encompasses the respective RAC's project area. o Staffina. SHRA has more than 300 full-time employees, including both City and County staff, who oversee and manage the various activities and projects 2-12 PAGE 13, ITEM NO.: d-.. MEETING DATE: OS/24/05 in the project areas. SHRA has a Community Development Department of 75 full-time staff, along with three dedicated full-time staff in the Public & Internal Communications Department, that are available to provide staff support and resources to the 12 RACs. . San Jose Redevelooment Aaencv ("SJRAj o Public Process. SJRA is a public, nonprofit organization that has adopted a "Strong Neighborhoods Initiative" for San Jose that establishes neighborhood. based advisory committees for each of the City's 20 designated "Strong Neighborhoods." The neighborhood advisory committees are comprised of residents, business owners, and property owners and establish priorities for the pi'anning and implementation of redevelopment activities and public improvements in their local areas. In addition, the Agency has established a community-wide Project Area Committee, a 52-member advisory body, which represents all 20 Strong Neighborhoods and makes advisory recommendations to the SJRA on redevelopment policies and activities. o Aopointment Process. Each neighborhood advisory committee consists of approximately 20 representatives, including residents and business owners. The 52 members of the community-wide PAC are elected by their respective Strong Neighborhoods and appointed by the City Council. o Staffina. SJRA has more than 100 full-time employees, 25 of which are dedicated to providing staff support for the Strong Neighborhoods and their various neighborhood advisory committees. SJRA's Communications and Community Relations division also manages and facilitates all internal and external communications (e.g., public affairs, publication and website development, media and intergovernmental relations, community relations). . Centre City Develooment COrDoration ("CCDCj o Public Process. Similar to both Sacramento and San Jose, CCDC in San Diego uses an expanded form of a PAC referred to as the Centre City Advisory Committee ("CCAC"). CCAC, in conjunction with smaller, local neighborhood groups, provide public input and participation on development proposals through an established Design Review Process (see flowchart in Attachment "F"). The Design Review Process provides the public, staff, and developers early opportunities for "pre-design" dialogue and discussions on larger development proposals (more than 50 units or 100,000 square feet) and uses both the CCAC and smaller neighborhood groups (e.g., Little Italy, Horton, Gaslamp, Marina, etc.) as public forums for these discussions. o Appointment Process. The CCAC is comprised of 28 members who represent eight distinct downtown San Diego neighborhoods. Members are elected to two-year terms by their respective communities. CCAC representation includes: (a) 11 business owners, (b) six residential owner-occupants, (c) seven 2-13 PAGE 14, ITEM NO.: MEETING DATE: ;2 OS/24/05 residential tenants, (d) two civic group representatives, (e) one cultural group representative, and (f) one charitable organization representative. o Staffina. In addition to CCDC's day-to-day operations and activities, their 48- member staff provides support and resources to the CCAC. Community-wide and neighborhood-based models each have pros and cons. In general, neighborhood-based models provide greater accessibility and inclusiveness, but they require a substantially larger commitment of staff support and resources to manage and maintain. Staff sizes of the example agencies described in this report range anywhere from two to ten times larger than the Chula Vista Community Development Department, depending on the demands of their public process models. The future CVRC Board may want to consider a hybrid approach, similar to that used in CCDC, combining and taking advantage of both community-wide and neighborhood-based models while keeping staff and resource needs at manageable levels. The following matrix provides a general overview of both models relative to resource needs, accessibility, and opportunities for early input in the process. COMMUNITY-WIDE NEIGHBORHOOD-BASED RESOURCES Requires less staff support and resources Requires a very high level of staff to manage meetings. May require support and resources to manage more stringent noticing requirements multiple neighborhood groups. depending on the formal structure and organization of the committee. ACCESSIBIUTY Opportunities for direct public Provides for more open dialogue and involvement on a community-wide exchange of ideas and information. advisory committee. Discussions and Greater accessibility and inclusiveness dialogue, however, will likely be more for individual residents, property focused within the committee than the owners, and stakeholders. general public or audience. EARLY INPUT Input and participation can occur early Input and participation can occur early and often within the CYRC process. and often within the CVRC process. Redevelopment and Non-Redevelopment Each of the example agencies previously described fit within the context of redevelopment processes within redevelopment project areas. The recommended jurisdictional boundaries for the CVRC, however, encompass both redevelopment and non-redevelopment territories. A process for public input and participation in the CVRC would therefore need to contemplate both redevelopment and non-redevelopment projects. Staff would recommend a consistent process for all territories in the CVRC, whether redevelopment or non-redevelopment. The procedural vehicles available to facilitate public input and participation, however, will likely vary depending on the nature of a development proposal. For example, most redevelopment proposals in the CVRC will involve an Exclusive Negotiating Agreement ("ENA") between the developer and CVRC. These ENAs establish a predictable and agreed upon process and timeline for the processing of redevelopment 2-14 PAGE 15, ITEM NO.: c:L MEETING DATE: OS/24/05 proposals. More specifically, ENAs are entered into by and between developers and redevelopment agencies to set goals and parameters for how projects will be designed by developers and reviewed by staff. In an ideal ENA process, staff cooperatively works with a qualified developer to collaboratively design a mutually agreeable development proposal. This collaborative evolution process strategically evolves a proposal from an initial concept to a defined project that is consistent with all relevant and applicable plans, aligned with community character, and designed to meet the City's strategic and economic goals for public amenities and community revitalization. The ENA process therefore provides an early, logical, and effective vehicle for public input and participation. For non-redevelopment proposals, filing and processing requirements for planning applications could also provide an effective vehicle for public input and participation in the design elements of a proposal early in the process. Analysis & Recommendations - Principles and framewor/c Proposed "CVRC Principles of Public Participation" Based on the research and exploratory efforts described in this report, staff has developed the following "CVRC Principles of Public Participation." Staff is recommending that the Council adopt these principles as formal policy statements, applicable to future CVRC activities. The principles will also provide guidance and direction to staff in preparing a recommendation package on a formal public participation process for final review and consideration by the future CVRC Board. CVRC PRINCIPLES OF PUBLIC PARTICIPATION PRINCIPLE #1: Public inDut and Darticipation should occur ear/v and often. To provide the greatest value and impact in shaping redevelopment projects and activities, public input and participation should occur early in the development process, prior to the preparation of formal planning documents (e.g., specific plans, CEQA, site plans, elevations, etc.). Early opportunities for dialogue and feedback on development and design "concepts" for a proposed proiect site, prior to the preparation of formal planning and . environmental documents, will allow both developers and staff to consider the public's input and feedback during the initial design phases of a development proposal. This principle is consistent with input received in the Crossroads II, Chamber of Commerce, and DBA working sessions. CCDC also has an adopted Design Review Process (see CCDC flowchart in Attachment "F") that establishes a staff review, committee review, and a neighborhood- based dialogue process, all of which occurs during the MDre-desianM stages of a project. 2-15 PAGE 16, ITEM NO.: :;). MEETING DATE: OS/24/05 CVRC PRINCIPLES OF PUBLIC PARTICIPATION guidelines, and development standards. It should also consider consistency and alignment with community character, from both a historical and future-oriented perspective. Design review should therefore be a primary focus of public input and participation within the CVRC process for larger projects (e.g., more than 50 units or 50,000 square feet). For larger projects, the CVRC design review process should provide for early pre-design staff review and public input on development proposals while still in the conceptual stage, prior to substantial private investment of time and resources into the proposal. The process should provide for an additional opportunity for public input and participation before a CVRC hearing, but following design refinement of the proposal by staff and the developer in accordance with the City's adopted land use policies, design guidelines, and development standards. PRINCIPLE #2: Public inDut and DarticiDation should be eDen. inclusive. and accessible. The CVRC process should seek input and participation from a balanced and representative cross-section of the public with an emphasis toward the local neighborhoods that are directly impacted by development proposals. Public participation should occur community-wide but also emphasize smaller neighborhoods to encourage open and inclusive dialogue within affected localities. This principle is consistent with the variety of input received in the Crossroads II, Chamber of Commerce, and DBA working sessions. CCDC's Design Review Process also provides for both community-wide and neighborhood group meetings through its established Design Review Process. The dates, times, and locations of neighborhood meetings should be convenient and accessible. To ensure neighborhood meetings are sufficiently advertised and easily accessible to the public, the CVRC should employ proactive advertisement strategies and utilize internet tools (e.g., dedicated web pages, e-mail lists, bulletin boards, etc.) for the public to track the status of development proposals in their neighborhoods on an ongoing basis. PRINCIPLE #3: Public inDut and DarticiDation should be educational and informative. To ensure transparency and inclusiveness in public discussions, the public should be equipped with the appropriate facts and information about, not only the proposed developments, but also the legal process and procedural requirements for reviewing proposals, including timeframes, schedules, milestones, and factors and criteria for review and approval. Public access to redevelopment discussions requires public access to all of the fads, information, and criteria that drive the CVRC's decision-making process. Education and information should therefore be a high priority for public input and participation. These important educational and informational tools should also be accessible through the internet tools described under Principle #2. 2-16 PAGE 17, ITEM NO.: MEETING DATE: ;L..... OS/24/05 Conceptual Framework Based on staff's research and review, input received from stakeholders, and the proposed Principles, staff has developed a conceptual framework for a public participation process. Staff is recommending that the Council consider this framework as structural guidelines for a future public process to be refined and established by the full CVRC Board. CONCEPTUAL FRAMEWORK FOR CVRC PUBLIC PARTICIPATION 1. Earlv Public WorkshoD. Early public input and participation during the pre-desian phases of a development proposal was an important theme in the stakeholder working sessions. It was also a high priority in the example agencies' public processes, and a key principle in the "CVRC Principles of Public Participation." Early input and participation could be facilitated through public workshops, possibly design charrettes, as a mandatory step in the application process for both redevelopment and non- redevelopment proposals. For redevelopment proposals, an early public workshop could be required as a key milestone within development schedules established under Exclusive Negotiating Agreements between developers and the CVRC. Staff would further suggest that these public workshops be conducted and facilitated through an established community-wide advisory committee. 2. Chula Visfo RedeveloDment Advisory Committee. The concept of a community-wide advisory committee for the CVRC has consistently"been suggested throughout staff's research efforts, including the joint proposal (#2) of the Planning Commission, DRC, and RCC, the two stakeholder working sessions, and staff's review of other agencies' public processes. The concept of neighborhood-based planning groups has also surfaced, but with the important caveat that this approach would require a substantially larger commitment of staff support and resources. Given the geographic size of the CVRC territories, current staffing levels and resources, and input received from the public, staff is suggesting that the CVRC establish a formal, community-wide Redevelopment Advisory Committee ("RAC"). The RAC would be charged with the role and responsibility of gathering pre-desian input from the public on development proposals, and reporting that input to CVRC staff and the developer for consideration as part of project design. After design, the RAC would hold public meetings to make final advisory recommendations to the CVRC. For preliminary consideration, staff would suggest that the RAC's composition consist of representatives from the following categories, and, for manageability reasons, that the size of the RAC not exceed 13 members. . One Member from Planning Commission - Provides consistency for land use policies and development standards inside and outside of the CVRC. . One Member from Design Review Committee - Provides consistency for architectural standards and desi n uidelines inside and outside of the CVRC. 2-17 PAGE 18, ITEM NO.: MEETING DATE: d- OS/24/05 CONCEPTUAL FRAMEWORK FOR CVRC PUBLIC PARTICIPATION . Business Owners - Staff would suggest that local business representatives include, at a minimum, one business owner from the Downtown business district, one from the Broadway commercial corridor, and one from the Southwest industrial zone. . Residential Owner-Occupants - In addition to owner-occupants from the Urban Core, Southwest, Bayfront (future), and other redevelopment project areas, the CVRC may want to consider including owner-occupant representation from eastern Chula Vista. This was raised in the working session with the Chamber of Commerce and DBA as a positive tool for creating community cohesion and for receiving input on the types of businesses and amenities on the west that would attract residents regionally. . Residential Tenants - Similar to the "owner-occupants" category, the CVRC may want to consider tenant representation from eastern Chula Vista, in addition to the Urban Core, Southwest, Bayfront (future), and other redevelopment project areas. 3. Meetinas in the Community. To facilitate public input and participation that is open, inclusive, and accessible, RAC workshops and meetings should be held, whenever possible, in the affected community or neighborhood of the proposed developments. Meetings in the community could be held in various public and private facilities (e.g., schools, libraries, churches, community centers, etc.). This approach would take advantage of the benefits of both community-wide and neighborhood-based models, but without the extensive staffing and resource needs to manage and support formal neighborhood planning groups. To summarize, staff is not recommending a formal or final public participation process at this time. Staff is instead recommending that the Council provide clear guidance and direction to staff on the preparation of a final package that will be presented to the full nine-member CVRC Board. Next Steps Staff is recommending that the effective date of the CVRC's incorporation be established as the effective filing date of the Articles of Incorporation with the Secretary of State. Staff is recommending that the first official meeting of the CVRC Board of Directors be scheduled thereafter at the first available meeting date. Staff has identified the following tasks as the necessary next steps to lead up to the CVRC's inaugural Board meeting. 2-18 T PAGE 19, ITEM NO.: d-. MEETING DATE: OS/24/05 . Prepare and complete all necessary legal filings for the incorporation of the CVRC as a nonprofit public benefit corporation in accordance with Section 501 (c)(3) of the Internal Revenue Code. . Immediately initiate the advertisement and application process for the appointment of the four CVRC Independent Directors. . Prepare a comprehensive recommendation package on a formal CVRC public participation process for final review and consideration by the future nine-member CVRC Board of Directors. FISCAL IMPACT The ongoing cost of operations of the CVRC shall become an obligation of the Redevelopment Agency. On November 23,2004, a one-time FY 04-05 loan of $100,000 from the City's General Fund to the Redevelopment was approved by the Council and will be repaid by the Agency over time. Ongoing costs of operation for the CVRC to the Agency should be offset by revenues generated by future projects in the redevelopment project areas. AnACHMENTS Attachment A - Resolution Approving and Adopting Legal ancfOperating Documents Exhibit 1 - Articles of Incorporation Exhibit 2 - Bylaws Exhibit 3 - Operating Agreement Attachment B - Ordinances (2) Attachment C - Resolution designating CVRC's jurisdictional boundaries Attachment D - CVRC public input and participation background materials 2-19 ATTACHMENT "A" .. 'f' .. .,.w_._,..._ RESOLUTION NO. A JOINT RESOLUTION OF THE CITY COUNCIL AND REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING AND ADOPTING LEGAL AND OPERATING DOCUMENTS FOR THE FORMATION OF A NONPROFIT PUBLIC BENEFIT CHULA VISTA REDEVELOPMENT CORPORATION WHEREAS, on February 3, 2004, the City Council and Redevelopment Agency directed staff and consultants to prepare an analysis and discussion paper on the creation of a non-profit corporation to assist the City in planning and redevelopment activities; and WHEREAS, two facilitated workshops were held on the formation of such a non-profit corporation; and WHEREAS, a report evaluating four corporate structural alternatives was prepared and presented to the City Council and Redevelopment Agency; and WHEREAS, on November 23, 2004, based upon a staff report presented to the City Council which built upon the conclusions and recommendations from the workshops, the City Council and Redevelopment Agency adopted a resolution: (i) authorizing the formation of a non- profit public benefit corporation for the purposes of conducting redevelopment and planning activities, (ii) directing staff to prepare the necessary legal documents for the formation of such a corporation, and (iii) appropriating an interim operating budget and compensation schedule for the corporation and its board of directors; and WHEREAS, staff has prepared the necessary legal documents for the formation of the corporation for consideration by the City Council for approval and adoption, including Articles of Incorporation, Bylaws, and Operating Agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council and the Redevelopment Agency of the City of Chula Vista do hereby: I. Approve the Articles of Incorporation for the Chula Vista Redevelopment Corporation, attached hereto and incorporated by this reference (Exhibit I); 2. Direct staff to file the Articles of Incorporation with the Secretary of State, execute and complete all necessary legal filings for the incorporation of the Chula Vista Redevelopment Corporation as a nonprofit public benefit corporation in accordance with California law and Section 501(c)(3) of the Internal Revenue Code, and make applications for federal and state tax-exempt status for the Chula Vista Redevelopment Corporation; and 3. Apprave and adopt Bylaws of the Chula. Vista Redevelopment Corporation, attached hereto and incorporated by this reference (Exhibit 2); 2-20 4. Execute and enter into the Chula Vista Redevelopment Corporation Operating Agreement, attached hereto and incorporated by.this reference (Exhibit 3), and forward said Agreement to the Mayor for final signature and execution. Presented by: LAURlE MADIGAN DIRECTOR OF COMMUNITY DEVELOPMENT Approved as to form by: ~~- ANN MOORE CITY ATTORNEY AND AGENCY COUNSEL -22-21 EXHIBIT 1 ARTICLES OF INCORPORATION OF CHULA VISTA REDEVELOPMENT CORPORATION 1. The name of this corporation is the CHULA VISTA REDEVELOPMENT CORPORATION. II. A. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. B. The specific and primary purpose of this corporation is to carry out planning and redevelopment activities within such geographical area(s) of Chula Vista as the Chula Vista City Council may designate from time to time by ordinance or resolution. This corporation is organized and shall be operated exclusively for charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). C. All of this corporation's income will be used to carry out the purposes and functions of the corporation. m. If the City Council of the City of Chula Vista ever determines that the corporation shall not carry out any planning or redevelopment activities within any area of the City of Chula Vista, this corporation shall thereupon be dissolved. 21581023920-0001 583540.02 aOSI10/05 2-22 IV. This corporation's Board of Directors shall have nine (9) directors, five (5) of whom shall be the persons serving as the duly elected or appointed and qualified members of the City Council of the City ofChula (hereinafter referred to as "City-Directors"). V. The name and address in the State of California of this corporation's initial agent for service of process is: Ann Moore City Attorney, City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 VI. A. Notwithstanding any provision contained in these Articles or in any other governing instrument of this corporation, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c )(3) of the Code or the corresponding provision of any future United States internal revenue law, or (b) by a corporation to which contributions are deductible under Section 170(c)(2) of the Code or the corresponding provision of any future United States internal revenue law. B. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. 2158/023920-0001 583540.02 a05110105 -2- 2-23 C. Notwithstanding any provision contained in these Articles or in any other governing instrument of this corporation, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purpases of this corporation. VII. The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member hereof or to the benefit of any private person. Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all of its debts and liabilities shall be distributed to the Redevelopment Agency of the City of Chula Vista provided that it is then an organization described in Section I 70( c)(1) of the Code or the corresponding provision of any future United States internal revenue law; and if not, such assets shall be distributed to a nonprofit fund, foundation or corporation designated by the Board of Directors of this corporation which is organized and operated exclusively for charitable, educational or scientific purposes and which has established its tax exempt status under Section 501(c)(3) of the Code or the corresponding provision of any future United States internal revenue law. VIII. These Articles may not be amended without the prior written consent of a majority of the City-Directors then in office. 2158/023920-0001 583540.02 a05110lOS -3- 2-24 Dated: ,2005 , Incorporator The undersigned hereby declares that he/she is the person who executed the foregoing Articles of Incorporation, which execution is his/her act and deed. 2158/023920-0001 583540.02 aOS/tOIOS -4- 2-25 BYLAWS OF CHULA VISTA REDEVELOPMENT CORPORATION a California Nonprofit Public Benefit Corporation 2-26 , EXHISI 2 ARTICLE I ARTICLE II Section 1. Section 2. ARTICLE III Section 1. Section 2. ARTICLE IV ARTICLE V ARTICLE VI Section 1. Section 2. ARTICLE VII Section 1. Section 2. Section 3. Section 4. Section 5. ARTICLE VIII Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. ARTICLE IX Section 1. Section 2. Section 3. Section 4. ARTICLE X Section 1. 131/023920-0001 582997.02 a04120/0S TABLE OF CONTENTS Pae:e NAME ......................................................................................................1 OFFICES .................................................................................................1 Prin cipal Office .......................................................................................1 Other Offices ...........................................................................................1 PURPOSES AND OBJECTlVES..........................................................l Specific Purpose ......................................................................................1 General Purposes ....................................................................................2 NONPARTISAN ACTIVITIES.............................................................2 DEDICATION OF ASSETS ..................................................................2 MEMBERS..............................................................................................3 Directors as Members .............................................................................3 Meetings ...................................................................................................3 DIRECTORS...........................................................................................3 Powers. .....................................................................................................3 Number and Qualification of Directors. ...............................................3 Designation and Term of Office of Independent Directors.................4 Directors' Meetings.................................................................................5 Compensation ..........................................................................................6 OFFICERS ..............................................................................................6 Officers .....................................................................................................6 Resignation of Officers ........................................................................... 6 Vacancies in Office..................................................................................7 Chair of the Board .................................................................................. 7 Chief Executive Officer .......................................................................... 7 Secretary ..................................................................................................7 Chief Financial Officer ........................................................................... 7 General Counsel......................................................................................8 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS .............................................................8 Right of Indemnity ..................................................................................8 Approval of Indemnity ........................................................................... 8 Advancement of Expenses ...................................................................... 9 Insurance .................................................................................................9 RECORDS AND REPORTS .................................................................9 Maintenance of Corporate Records ......................................................9 -1- 2-27 Section 2. Section 3. Section 4. ARTICLE XI Section 1. Section 2. Section 3. ARTICLE XII Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. ARTICLE XIII 131/023920-0001 582997.02 a04120/05 Pal!e Inspection by Directors...........................................................................9 Independent Audit and Annual Report ................................................ 9 Annual Statement of Certain Transactions and Indemnifications....................................................................................1 0 COMPLIANCE WITH LA WS............................................................ll Application of Political Reform Act ....................................................11 Application of Government Code Section 1090.................................11 Compliance with Other Laws ..............................................................11 GENERAL CORPORATE MATTERS .............................................11 Fiscal Y ear .............................................................................................11 CVRC Budget........................................................................................11 Redevelopment Agency Priorities and Budget................................... 12 Investment Policy; Money Manager ...................................................12 Checks, Drafts, Evidence of Indebtedness.......................................... 12 Corporate Contracts and Instruments................................................ 12 Construction and DefInitions ...............................................................12 Compliance With Public Records Act................................................. 12 AMENDMENTS ...................................................................................12 -11- 2-28 BYLAWS OF CHULA VISTA REDEVELOPMENT CORPORATION a California N onorofit Public Benefit Corooration ARTICLE I NAME The name of this corporation shall be the CHULA VISTA REDEVELOPMENT CORPORATION. ARTICLE II OFFICES Section 1. PrincinalOffice. The principal office for the transaction of the business of the corporation ("orincioal executive office") is located at 245 Fourth Avenue, Chula Vista, State of California. The directors may change the principal office from one location to another in the City of Chula Vista. Any change of this location shall be noted by the secretary on these Bylaws opposite this section, or this section may be amended to state the new location. Section 2. Other Offices. The board of directors may at any time establish branch or subordinate offices at any place or places in the City of Chula Vista where the corporation is qualified to do business. ARTICLE III PURPOSES AND OBJECTNES Section 1. Snecific Purnose. The specific and primary purpose of this corporation is to carry out planning and redevelopment activities within such geographical area(s) of Chula Vista as the Chula Vista City Council may designate from time to time by ordinance or resolution, including: (a) the conduct of delegable functions and responsibilities of the Planning Commission and the Redevelopment Agency of the City of Chula Vista; (b) the development of recommendations to the City Council and Redevelopment Agency of the City of Chula Vista regarding non-delegable actions of those governing bodies; (c) the conduct of the functions and responsibilities of the Resource Conservation Commission and the Design Review Committee of the City of Chula Vista; and (d) the development of recommendations regarding the strategic priorities to be programmed by the Redevelopment Agency of the City of Chula Vista through its annual budget. 1311023920..QOOl 582997.02 a04120/05 2-29 (e) This corporation is organized and shall be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). Section 2. following: General Pumoses. The general purposes of this corporation are the (a) to receive, hold, and disburse gifts, bequests, devises, and other funds to advance the specific and primary purpose of this corporation; (b) to own, lease, and maintain suitable real and personal property which is deemed necessary to accomplish the specific and primary purpose of this corporation; and (c) to enter into, make, and perform, and carry out contracts which are deemed necessary to accomplish the specific and primary purpose of this corporation. ARTICLE IV NONPARTISAN ACTIVITIES This corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of this corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and this corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote. This corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of its purposes and objectives described above. Notwithstanding the foregoing sentence, this corporation shall be subject to all applicable State and Federal laws governing the conduct of local governmental entities, including but not limited to the laws described in Article XI below. ARTICLE V DEDICATION OF ASSETS The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member hereof or to the benefit of any private person. Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all of its debts and liabilities shall be distributed to the Redevelopment Agency of the City of Chula Vista provided that it is then an organization described in Section 170( c)(I) of the Code or the corresponding provision of any future United States internal revenue law; and if not, such assets shall be distributed to a nonprofit fund, foundation or corporation designated by the board of directors which is organized and operated exclusively for charitable, educational or scientific purposes and which has established its tax exempt status under Section 501(c)(3) of the Code or the corresponding provision of any future United States internal revenue law. 131/023920..0001 582997.02 a04l20/05 -2- 2-30 ARTICLE VI MEMBERS Section 1. Directors as Members. This corporation shall have no members. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the board of directors, as authorized by Section 5310 of the California Nonprofit Corporation Law. Section 2. Meetinl!:s. There shall be no meetings of members as such. The persons constituting the board of directors may, at any given time and from time to time, act in their capacity as members pursuant to Section 1 of this Article VI, at meetings of the board of directors held as provided in Section 4 of Article VII of these Bylaws. ARTICLE VII DIRECTORS Section 1. Powers. (a) General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the articles of incorporation and these Bylaws, the business and affairs of this corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the board of directors; provided, however, that in order to preserve the nonprofit, exempt-from-income-tax status of this corporation, neither the board nor any member thereof shall do any act, or authorize or suffer the doing of any act by an officer or employee of this corporation, on behalf of the corporation, which is inconsistent with the articles or these Bylaws or the nonprofit purpose of this corporation. Any such act or acts shall be null and void. (b) Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to: (i) Change the principal office from one location to another in the City of Chula Vista, California; and designate any place within Chula Vista, California, for the holding of any meeting or meetings. (ii) Adopt, make, and use a corporate seal; and alter the form of the seal. (iii) Subject to approval by a majority of the City-Directors, borrow money and incur indebtedness on behalf of this corporation and cause to be executed and delivered for this corporation's purposes and objectives, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. Section 2. Number and Qualification of Directors. (a) Number of Directors: Increase. The number of directors shall be nine (9), five (5) of whom shall be the duly elected or appointed and qualified members of the City 131/023920.0001 582997.02 a04120/05 -3- 2-31 Council of the City ofChula Vista ("Citv-Directors"). The City-Directors shall serve as the initial board of directors until such time that the Chula Vista City Council designates and appoints one or more Independent Directors pursuant to Section 3 of this Article VII. The number of directors may be increased by resolution of the board of directors and subject to the approval by the City Council of the City of Chula Vista. Section 3. Desil!llation and Term of Office of Indeoendent Directors. (a) All directors other than the City-Directors ("Independent Directors") shall be designated and appointed by the City Council of the City of Chula Vista. Unless removed by the Chula Vista City Council pursuant to Section 3(t) of this Article VII, each Independent Director shall hold office until a successor has been appointed and qualified. (b) criteria: The Independent Directors shall be designated based on the following (i) One Independent Director shall be a member of the public with expertise and experience in the field of either architecture or environmental planning; (ii) One Independent Director shall be a member of the public with expertise and experience in the field of either real estate development or business; (iii) One Independent Director shall be a community leader and/or a member of the public with expertise and experience in the fields of either finance or education; (iv) One Independent Director shall be a member of the public with expertise and experience in the field of civil engineering, urban planning and/or design, or science. (c) The City Council of the City of Chula Vista shall initially designate Independent Directors identified above in (b )(i) and (b )(ii) to serve an initial nominal four-year term, and Independent Directors identified above in (b )(iii) and (b )(iv) to serve an initial nominal two-year term, terminating on June 30th of the fourth and second year, respectively. After the completion of the initial terms of office, each Independent Director's term of office shall be four years. (d) After the completion of the initial term of office, each Independent Director may be re-appointed by the City Council of the City of Chula Vista. There shall be no limit on the number of terms that an Independent Director may serve on the board of directors. (e) Events Causing Vacancv on the Board. A vacancy or vacancies on the board of directors shall be deemed to exist on the occurrence of any of the following: (i) the death, resignation, or removal of any Independent Director, (ii) the declaration by resolution of the board of directors of a vacancy of the office of Independent Director 131/023920-0001 582997.02 a04120105 -4- 2-32 who has been declared of unsound rnind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached any duty under Article 3 of Chapter 2 of the California Nonprofit Corporation Law, (iii) the vote of a majority of the City Council of the City of Chula Vista to remove an Independent Director with or without cause; (iv) the expiration of the term of an Independent Director who is not re-appointed to a subsequent term of office, (v) the increase of the authorized number of directors, or (vi) the failure of the City Council of the City of Chula Vista, at any meeting of such City Council at which any Independent Director or Directors are to be appointed, to appoint the number of Independent Directors to be appointed at such meeting. (t) Resignations and Removals. Except as provided in this paragraph, any Independent Director may resign by giving written notice to the chair of the board, or to the chief executive officer or the secretary of the board. The resignation shall be effective when notice is given unless the notice specifies a later time for the resignation to become effective. Independent Directors serve at the pleasure of the City Council of the City ofChula Vista; and the City Council of the City ofChula Vista may, by majority vote, at any time remove any Independent Director for any reason. (g) Filling Vacancies. Vacancies in the office of Independent Director shall be filled by the City Council of the City of Chula Vista. Unless removed pursuant to Section 3(t) of this Article VII, each Independent Director so designated or elected shall hold office until a successor has been elected and qualified. (h) No Vacancy on Reduction of Number of Directors. Subject to any other provisions of these bylaws, no reduction of the authorized number of directors shall have the effect of removing any Independent Director before that Director's term of office expues. Section 4. Directors' Meetine:s. (a) Place of Meetings. Meetings of the board of directors may be held at any place within the City of Chula Vista that has been designated from time to time by resolution of the board or in the notice of the meeting. In the absence of such designation, meetings shall be held at the principal office of this corporation. (b) Annual Meeting. The annual meeting of the board of directors shall be held each year on a date and at a time designated by the board of directors. The date so designated shall be within fifteen (15) months after the last annual meeting. At each annual meeting directors subject to electionshall be elected, officers shall be elected and any other proper business may be transacted. (c) Other Regular Meetings. Other regular meetings of the board of directors may be held at such time and place as shall from time to time be fixed by the board of directors. (d) Soecial Meetings. Special meetings of the board of directors for any purpose or purposes may be called at any time by the chair of the board, the chief 131/023920-0001 582997.02a041201OS -5- 2-33 executive officer, or the secretary, or any two (2) directors. Notice of the time and place of special meetings shall be given to each director in accordance with the Ralph M. Brown Act, California Government Code Section 54950, et seq., ("Brown Act") (e) Ouorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the more stringent provisions of these Bylaws, the articles of incorporation, and the California Nonprofit Corporation Law, including, without limitation, those provisions in these Bylaws and the articles of incorporation relating to (i) the investment and management of the funds of this corporation, (ii) the veto power over expenditures vested in the City-Directors, and those provisions of the California Nonprofit Corporation Law relating to a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, b) appointment of committees, and c) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. (f) Adjournment. A maJonty of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. (g) Notice of Adjournment. Notice of the time and place of holding an adjourned meeting shall be given in accordance with the Brown Act. (h) Open Meeting Law Compliance. Notwithstanding any other provision of these Bylaws, including but not limited to this Section 4 and Section 5 of Article VII, the corporation shall be subject to, and comply with, all of the provisions of the Brown Act; and the board of directors shall be deemed to be a "legislative bodv" as defmed by the Brown Act. Section 5. Compensation. Directors may receive such compensation for their services and reimbursement for costs and expenses incurred in service to the corporation, as may be fixed or determined by resolution of the City Council of the City of Chula Vista, as may be amended from time to time by the City Council. ARTICLE VIII OFFICERS Section 1. Officers. The officers of this corporation shall be a chair of the board of directors, a chief executive officer, a secretary, a chief fmancial officer, and a general counsel. Any number of offices may be held by the same person, except that neither the secretary nor the chief financial officer may serve concurrently as the chair of the board. Section 2. Resimation of Officers. Any officer may resign at any time by giving written notice to the board of directors. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any 131/023920-0001 582997.02 a04l20/0S -6- 2-34 resignation is without prejudice to the rights, if any, of this corporation under any contract to which the officer is a party. Section 3. Vacancies in Office. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these Bylaws for regular appointment to that office. Section 4. Chair of the Board. The chair of the board of directors shall be the person serving as the duly elected or appointed and qualified mayor of the City of Chula Vista. The chair shall preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the board of directors or prescribed by the Bylaws. Section 5. Chief Executive Officer. The chief executive officer shall be the person appointed by the City Manager of the City of Chula Vista, and ratified by the City Council. The chief executive officer shall, subject to the control of the board of directors, generally supervise, direct, and control the business of the corporation, as set forth in these Bylaws. The chief executive officer shall have the power to assign staff of the City of Chula Vista and the Redevelopment Agency of the City of Chula Vista to perform services for the benefit of the corporation. The chief executive officer shall have such other powers and duties as may be prescribed by the board of directors or the Bylaws. Section 6. Secretary. The secretary shall be the person appointed by the chief executive officer. The secretary shall attend to the following: (a) Book of Minutes. The secretary shall keep or cause to be kept, at the principal office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of the board of directors, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at such meetings, the number of directors present or represented at directors' meetings, and the proceedings of such meetings. (b) Notices. Agendas. Seal and Other Duties. The secretary shall give, or cause to be given, notice of all meetings of the board of directors required by the Bylaws or by law to be given, including but not limited to the agenda requirements of the Brown Act. The secretary shall keep the seal of the corporation in safe custody. The secretary shall have other powers and perform such other duties as may be prescribed by the board of directors or the Bylaws. Section 7. Chief Financial Officer. The chief fmancial officer shall be the person serving as the duly appointed Director of Finance of the City of Chula Vista, or his or her designee. The Chief Financial Officer shall attend to the following: (a) Books of Account. The chieffmancial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of this corporation. The chief financial officer shall send or cause to be given to the directors such financial statements and reports as 13lJ02392~OOl 582997.02 a04/20/05 -7- 2-35 are required to be given by law, by these Bylaws, or by the board. The books of account shall be open to inspection by any director at all reasonable times. (b) Corporate Budget and Audit. The Chief Financial Officer shall be responsible for preparing and implementing the corporation's annual budget, and reviewing the annual audit of the corporation's books and accounts. (c) Deposit and Disbursement of Monev and Valuables. The chief fInancial offIcer shall deposit and manage all money and other valuables in the name and to the credit of this corporation with such depositories as may be designated by the board of directors and the chief fmancial offIcer shall disburse the funds of this corporation as may be ordered by the board of directors, in accordance with the provisions of these Bylaws. The chief fInancial offIcer shall render to the chief executive officer and directors, whenever they request it, an account of all transactions effected by the chief fmancial offIcer and of the fInancial condition of this corporation. The chief fmancial officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or the Bylaws. (d) Bond. If required by the board of directors, the chief fmancial offIcer shall give this corporation a bond in the amount and with the surety or sureties specifIed by the board of directors for faithful performance of the duties of such offIce and for restoration to this corporation of all its books, papers, vouchers, money, and other property of every kind in the possession or under control of the chief fmancial offIcer on such offIcer's death, resignation, retirement, or removal from offIce. The corporation shall pay the costs of acquiring, and the annual premiums on, such bond. Section 8. General Counsel. The general counsel to the corporation shall be the person serving as the duly appointed or designated City Attorney of the City of Chula Vista, or his or her designee. The General Counsel shall advise the corporation's board and offIcers, oversee legal compliance of corporation activities, approve as to form all legal documents approved or entered into by the corporation, and prepare all legal documents on behalf of the corporation. ARTICLE IX INDEMNIFICATION OF DIRECTORS. OFFICERS. EMPLOYEES. AND AGENTS Section 1. Ril!:ht of Indemnitv. To the fullest extent permitted by law, this corporation shall indemnifY any present or former director, offIcer, employee or other "agent" of the corporation, as that term is defmed in Section 5238 of the California NonprofIt Corporation Law, against all expenses, judgments, fmes, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that Section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code. Section 2. Approval of Indemnitv. On written request to the board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations 131/023920-0001 582997.02 a04l20/05 -8- 2-36 Code, the board shall promptly determine under Section 523 8( e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 523 8(b) or Section 523 8( c) has been met and, if so, the board shall authorize indemnification. If the board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the board shall promptly call a meeting of members. At that meeting, the members shall determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the members. present at the meeting in person or by proxy shall authorize indemnification. Section 3. Advancement of EXDenses. To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under Sections 523 8(b) or 523 8( c) of the California Corporations Code in defending any proceeding covered by those Sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses. Section 4. Insurance. The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's, director's, employee's, or agent's status as such. ARTICLE X RECORDS AND REPORTS Section 1. Maintenance of Coroorate Records. The corporation shall keep: (a) Adequate and correct books and records of account; and (b) Written rninutes of the proceedings of its board and committees of the board. Section 2. Inspection bv Directors. Every director shall have the absolute right at any reasonable time to inspect the corporation's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents. Section 3. IndeDendent Audit and Annual ReDort. The corporation shall cause an independent annual financial audit and annual report to be sent to the directors for review, and be presented to the Chula Vista City Council, within six (6) months after the close of the corporation's fiscal year. That audit and report shall contain the following information, in appropriate detail, for the fiscal year: 1311023920-0001 582997.02 a04/20/0S -9- 2-37 (a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year. (b) The principal changes in assets and liabilities, including trust funds. (c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes. (d) The expenses or disbursements of the corporation for both general and restricted purposes. (e) Any information required by Section 4 below. The annual independent audit and annual report shall be accompanied by any report on it of independent accountants. Section 4. Annual Statement of Certain Transactions and Indemnifications. As part of the annual report to all directors, or as a separate document if no annual report is issued, the corporation shall annually prepare and furnish to each director a statement of any transaction or indemnification of the following kind within one hundred twenty (120) days after the end of the corporation's fiscal year: (a) Any transaction (i) in which the corporation, its parent, or its subsidiary was a party, (ii) in which an "interested person" had a direct or indirect material financial interest, and (iii) which involved more than Fifty Thousand Dollars ($50,000.00), or was one of a number of transactions with the same interested person involving, in the aggregate, more than Fifty Thousand Dollars ($50,000.00). For this purpose, an "interested person" is either of the following: (i) Any director or officer of the corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or (ii) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated. (b) Any indemnifications or advances aggregating more than Ten Thousand Dollars ($10,000.00) paid during the fiscal year to any officer or director of the corporation under Article IX of these Bylaws, unless that indemnification has already been approved by the directors under Section 523 8( e) (2) of the California Corporations Code. 131/023920-0001 582997.02 a04120/05 -10- 2-38 ARTICLE XI COMPLIANCE WITH LAWS Section 1. Application of Political Reform Act. Notwithstanding any other provision of these Bylaws, the corporation shall be subject to, and comply with, all of the provisions of the Political Reform Act of 1976, Government Code Section 81000, et seq, ("PRA"), as amended from time to time. The corporation shall be deemed to be an "agencv." and each director and officer shall be deemed to be a "desil!I1ated emplovee," as defmed in the PRA. Each director and officer shall be subj ect to the conflict of interest reporting and disqualification requirements of the PRA. The board of directors shall adopt, periodically review, and, if necessary, amend, a "conflict of interest code" as such term is defined in the PRA. Section 2. Application of Government Code Section 1090. City-Directors shall be subject to the provisions of California Government Code section 1090, et seq. ("Section 1090"), as amended from time to time, and the corporation shall be deemed a "bodv" of which the City- Director is a member. No Independent Director shall be fmancially interested in any contract made by him or her in his or her official capacity as a director or by the corporation. Nor shall any Independent Director be a purchaser at any sale or vendors at any purchase made by him or her in his or her official capacity as a director or made by the board of directors. The prohibitions in this Section 2 shall be interpreted in the same manner as the prohibitions contained in Section 1090. Section 3. Compliance with Other Laws. This corporation and its offices shall be subject to all applicable local, State and Federal laws, and all charter provisions, ordinances and resolutions of the City of Chula Vista, including those governing the conduct of bodies, commissions and committees of the City and members of such bodies, commissions and committees. ARTICLE XII GENERAL CORPORATE MATTERS Section 1. Fiscal Year. The fiscal year of this corporation shall commence on July 1 and conclude on the immediately following June 30. Section 2. CYRC Bude:et. Prior to the commencement of each fiscal year of this corporation, the board of directors shall adopt a budget setting forth the estimated capital, operating and other expenditures required in connection with, and estimated receipts from, the activities of the corporation for such fiscal year; provided, however, that during its first fiscal year, the board of directors shall adopt a budget for that initial year within four months of the first meeting of the board of directors. No budget shall become effective unless and until approved by the City Council of the City of Chula Vista. No expenditure may be made or obligation incurred which, when added to any other expenditure or obligation for the fiscal year of the corporation, exceeds the budget for that fiscal year by more than $5,000.00 or any line item specified in the budget by more than five percent (5%), without the prior approval of a majority of the City-Directors. 13lm3920-0001 582997.02 a04/201OS -11- 2-39 Section 3. Redevelopment Al!:encv Priorities and Budl!:et. Prior to the commencement of each fiscal year of the Redevelopment Agency, the board of directors shall make recommendations to the Redevelopment Agency of the City of Chula Vista for its strategic priorities, budget, and work plan. Section 4. Investment Policv: Monev Manal!:er. The board of directors shall adopt and annually review and, if necessary, amend an investment policy for the corporation. Neither the investment policy nor any amendment thereof shall be deemed adopted by the board of directors unless a majority of the City-Directors approve such investment policy or amendment. Section 5. Checks. Drafts. Evidence of Indebtedness. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to this corporation, shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by resolution of the board of directors. Such resolution shall require the approval of the board of directors, including a majority of the City- Directors. Section 6. Cornorate Contracts and Instruments. The board of directors, including a majority of the City Directors, and except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of this corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or' authority to bind this corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Section 7. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a legal entity and a natural person. Section 8. Compliance With Public Records Act. The Corporation shall comply with and be subject to the provisions of the California Public Records Act, California Government Code Section 6250 et. seq. The Corporation shall be deemed a "Local Agencv" as that term is used in the California Public Records Act, and as such, shall be subject to all obligations and exemptions under the California Public Records Act. ARTICLE XIII AMENDMENTS New Bylaws may be adopted or these Bylaws may be amended or repealed by the City Council of the City of Chula Vista. 131/023920-0001 582997.02 a04120/05 -12- 2-40 CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify: 1. That I am the duly elected and acting Secretary of: CHULA VISTA REDEVELOPMENT CORPORATION a California Nonprofit Public Benefit Corporation 2. That the foregoing Bylaws, comprising thirteen (13) pages, constitute the Bylaws of said corporation as duly adopted at a meeting of the Board of Directors of the Corporation held on IN WITNESS WHEREOF, I have hereunto subscribed my name this _ day of ,2005. 1311023920...0001 582997.02 a04l20/05 -13- 2-41 EXHIBI 3 CHULA VISTA REDEVELOPMENT CORPORATION OPERATING AGREEMENT This Operating Agreement ("Agreement"), dated , 2005, is entered into by and between the CITY OF CHULA VISTA, a charter municipal corporation of the State of California ("City"), the REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a redevelopment agency formed and operating under Health and Safety Code S 33000, et seq. ("Agency"), and the CHULA VISTA REDEVELOPMENT CORPORATION, a California nonprofit public benefit corporation ("Corporation"). RECITALS (A) On ,2005, the City Council of the City authorized the creation of the Corporation, and adopted City Ordinance No. , establishing the Corporation to support the planning and redevelopment activities of the City and the Agency within designated areas of Chula Vista; (B) The City, Agency and Corporation jointly agree that the Corporation's planning and support functions on behalf of the City and Agency presently can most efficiently and effectively be provided through existing employees of the City and Agency, rather than by the Corporation hiring its own employee force; and (C) The City, Agency and Corporation jointly desire to enter into this Agreement to formalize the functions and activities to be provided by the Corporation to the City and the Agency, and to document the Corporation's use of City and Agency resources to accomplish those functions. NOW, THEREFORE, in reliance upon the facts recited above, and the covenants, conditions and premises contained herein, the parties hereto agree as follows: 1. Corooration Functions on Behalf of City and Agency. The Corporation shall perform planning and redevelopment support functions on behalf of and for the City and the Agency within those areas of Chula Vista designated by resolution of the Chula Vista City Council, and in accordance with the bylaws approved by the City (as such bylaws made from time to time be amended by the Corporation) and Chapter 2.55 of Title II of the Chula Vista Municipal Code. In performing such planning and redevelopment support functions, the Corporation shall comply with all applicable provisions of the Chula Vista Municipal Code. 2. City Sut'Port to Corooration. In consideration for the Corporation's services as set forth in Paragraph I, and at the request of the Corporation, the City shall endeavor to provide sufficient support (by way of staff employees, services and supplies, and funding) to allow the Corporation to carry out its functions and activities. 3. Ae:encv Support to Corooration. In consideration for the Corporation's services as set forth in Paragraph I, and at the request of the Corporation, the Agency shall endeavor to 131/023920-0001 583450.01 a0412110S 2-42 provide sufficient support (by way of staff employees, services and supplies, and funding) to allow the Corporation to carry out its functions and activities. 4. Defense and Indemnification of Corporation. By this Agreement, the City and Agency each agree to defend, indemnify and hold hannless the Corporation, together with its directors, officers, employees, agents and representatives ("Corporation-Related Parties"), from any and all actions, suits, claims, demands, judgments, attorneys' fees, costs, damages to persons or property, losses, obligations, expenses or liabilities that may be asserted or claimed by any person or entity arising out of the acts or omissions of the Corporation or any Corporation- Related Party that are within the scope of the Corporation's activities as described in this Agreement and Chapter 2.55 of the Chula Vista Municipal Code. 5. Resolution of DisDutes with City. In the event of any conflict or dispute between the City and the Corporation or the Agency with respect to the interpretation of this Agreement, or the functions or activities of the Corporation or the Agency as they relate to the City, such dispute shall be submitted to the Chula Vista City Council for its binding and final determination. 6. Resolution of Disputes with Agencv. In the event of any conflict or dispute between the Agency and the Corporation with respect to the interpretation of this Agreement, or the functions or activities of the Corporation as they relate to the Agency, such dispute shall be submitted to the governing board of the Agency for its binding and final determination. 7. Discrimination Prohibited. In connection with its functions and activities on behalf of the City and the Agency, the Corporation shall not discriminate against any person on account of race, color, creed, religion, sex, marital status, national origin or ancestry. Further, the Corporation agrees to comply with the terms of the Americans With Disabilities Act of 1990, 42 USC S 12101, et seq., as the same may be amended from time to time. 8. Waiver of Breach. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing. 9. Construction and Amendment. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against any party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections of this Agreement are for convenience or reference only, and shall not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. 1bis Agreement may only be amended by the mutual consent of the parties hereto by an instrument in writing. 10. Entire Agreement. 1bis Agreement represents the fmal and complete Agreement of the City, Agency and Corporation with respect to all matters covered by this Agreement, and supersedes any prior oral or written understandings regarding the same. 131/023920-0001 583450.01 a04/2110S -2- 2-43 II. Assignment. This Agreement may not be assigned without the prior written approval of all of the parties hereto, which approval may be withheld in the sole and absolute discretion of any party. Subject to the foregoing sentence, this Agreement, and the rights and obligations herein, shall inure to the benefit of, and be binding upon, each of the parties and their respective approved successors and assigns. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first written above. CITY OF CHULA VISTA By Mayor Attest: City Clerk Approved As To Form: City Attorney REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA By Chairman Attest: Agency Clerk CHULA VISTA REDEVELOPMENT CORPORATION By Chairman By Secretary 131/023920..0001 583450.01 a04/2I105 -3- 2-44 ATTACHMENT "B" ORDINANCE NO. AN ORDINANCE ADDING CHAPTER 2.55 TO THE CHULA VISTA MT.JNlCIPAL CODE ESTABLISHING THE CHULA VISTA REDEVELOPMENT CORPORATION TO SUPPORT THE PLANNING AND REDEVELOPMENT ACTNITIES OF THE CITY AND THE CHULA VISTA REDEVELOPMENT AGENCY WITHIN DESIGNATED AREAS OF THE CITY WHEREAS, on February 3, 2004, the City Council and Redevelopment Agency directed staff and consultants to prepare an analysis and discussion paper on the creation of a non-profit corporation to assist the City in planning and redevelopment activities; and WHEREAS, two facilitated workshops were held on the formation of such a non- profit corporation; and WHEREAS, a report evaluating four corporate structural alternatives was prepared and presented to the City Council and Redevelopment Agency; and WHEREAS, on November 23,2004, based upon a staff report presented to the City Council which built upon the conclusions and recommendations from the workshops, the City Council and Redevelopment Agency adopted a resolution: (i) authorizing the formation of a non-profit public benefit corporation for the purposes of conducting redevelopment and planning activities, (ii) directing staff to prepare the necessary legal documents for the formation of such a corporation, and (iii) appropriating an interim operating budget and compensation schedule for the corporation and its board of directors; and WHEREAS, it is in the best interest of the City to establish the purposes, powers, composition and operating rules and regulations of such non-profit corporation in the Chula Visa Municipal Code. NOW, THEREFORE, the City Council of the City of Chula Vista hereby ordains as follows: SECTION 1: Chapter 2.55 is hereby added to Title 2 (Administration and Personnel) of the Chula Vista Municipal Code, to read as follows: Chapter 2.55 Chula Vista Redevelopment Corporation 2.55.010 Creation Authorized. The creation and formation of the Chula Vista Redevelopment Corporation is hereby authorized. 131/023920-0001 583229.02 a04l20lOS 2-45 . 2.55.020 Purpose and Intent. It is the purpose and intent of the city council in establishing the Chula Vista Redevelopment Corporation to create a separate entity to serve as a resource to, and to advise and make recommendations to, the city council and redevelopment agency regarding planning and redevelopment of designated territories and areas of the city. The corporation shall assume certain powers and responsibilities with respect to planning and redevelopment that were previously delegated or assigned to the Chula Vista Redevelopment Agency and the planning and resource conservation commissions, and the design review committee, of the city. 2.55.030 Territory Subject to Corporation Activities. The corporation shall exercise its powers and functions over such territories or geographic areas of the city as the city council may from time to time designate by resolution or ordinance. 2.55.040 Functions and Duties. The specific functions and duties of the corporation shall be as set forth in Sections 2.55.050 through 2.55.080, and in the corporation's bylaws approved by the city council, as such bylaws may from time to time be amended in accordance with its procedures. 2.55.050 Previous Planning Commission Functions A. Legislative Activities. In addition to the exercise by the Planning Commission of advisory powers and functions with respect to legislative actions within its subject matter jurisdiction, the corporation shall review and make recommendations to the city council on all legislative planning items to the extent that the items relate to those geographic areas of the City that the city council designates as areas within which the corporation has the authority to exercise planning and redevelopment functions. These advisory powers and functions of the corporation shall be in addition to, and not in lieu of, the advisory powers and functions of the planning commission with respect to legislative planning matters. B. Administrative Activities. The corporation shall assume the functions of the planning commission with respect to Rnministrative and quasi- judicial items that relate to lands or uses within the geographic areas of the City that the city council designates as areas within which the corporation has the authority to exercise planning and redevelopment functions. Any action by the corporation under this paragraph shall be subject to appeal to the City Council pursuant to Chapter 19.12 or Chapter 19.14, as applicable, of the Municipal Code. 1311023920-0001 583229.02 a04120105 -2- 2-46 2.55.060 Previous Redevelopment Agency Functions. Notwithstanding any provisions of Chapter 2.24, the corporation shall have responsibility as follows: A. Recommendations. With respect to consideration of owner participation agreements, disposition and development agreements, and other approvals and agreements requiring expenditure of funds (other than solely the funds of the corporation), regulations, and other legislative functions or activities (such as eminent domain, issuance of bonds, and other fmancial transactions not involving solely the funds of the corporation) relating to lands or uses within those geographic areas of the City that the city council designates as areas within which the corporation has the authority to exercise planning and redevelopment functions, the corporation shall transmit a recommendation on such matters to the redevelopment agency, or to the city council, as applicable. B. Approvals. Notwithstanding the provisions of2.55.060(A), with respect to consideration of exclusive negotiating agreements, replacement housing plans, and other approvals and agreements requiring expenditure of only the funds of the corporation, the corporation shall act on such items in accordance with the applicable provisions of the bylaws. In addition, the corporation shall assume the functions of the redevelopment agency with respect to administrative and quasi- judicial items relating to lands or uses within the geographic areas of the City that the city council designates as areas within which the corporation has the authority to exercise planning and redevelopment functions. Any action by the corporation pertaining to administrative and quasi-judicial items under this paragraph shall be subject to appeal to the City Council pursuant to Chapter 19.12 or Chapter 19.14, as applicable, of the Municipal Code. 2.55.070 Previous Resource Conservation Commission Functions Notwithstanding any provision of Chapter 2.32, the Chula Vista Redevelopment Corporation shall carry out the duties of the resource conservation commission within those geographic areas of the City that the city council designates as areas within which the Chula Vista Redevelopment Corporation has the authority to exercise planning and redevelopment functions. 2.55.080 Previous Design Review Committee Functions Notwithstanding any provision of Chapter 19.14, the Chula Vista Redevelopment Corporation shall carry out the duties of the design review committee within those geographic areas of the City that the city council designates as areas within which the Chula Vista Redevelopment Corporation has the authority to exercise planning and redevelopment functions. 1311023920-0001 583229.02 a04120105 -3- 2-47 2.55.090 Board of Directors' Membership. A. Number of directors. The board of directors of the corporation shall consist of nine (9) voting members, including five (5) "city directors" and four (4) "independent directors." B. City pirectors. The five city directors shall be the five duly elected or appointed and qualified members of the city council then in office. C. Independent Directors. 1. The four independent directors shall consist of members of the public appointed to the corporation board of directors by majority vote of the city council for four (4) year staggered terms, based upon the criteria and qualifications set forth in the corporation bylaws approved by the city council, as such bylaws may be amended from time to time. 2. The initial terms of independent directors shall be for nominal periods of two and four years, commencing upon appointment and concluding for two independent directors on June 30th of the second year of the term, and for the remaining two independent directors on June 30th of the fourth year of the term, unless an independent director's office becomes vacant prior to the end of such initial term. Thereafter, all independent directors shall serve for a term of four years, concluding on June 30th of the fourth year of the term, subject to removal or resignation pursuant to the corporation's bylaws. 3. Appointment of the independent directors to their initial nominal two-year and four-year terms shall be as determined by the Bylaws. 4. By majority vote, the city council shall have the power to remove any independent director for any reason, to reappoint any independent director to a succeeding four-year term without any limit on the number of terms served by such independent director, and to appoint any person meeting the criteria and qualifications set forth in the corporation bylaws to a vacant independent director office. Subject to the City Council's power to remove an independent director, all directors of the corporation shall hold office until a successor has been appointed and qualified. 2.55.100 Operation of the Corporation. A. Time of meetings. The regular meetings of the corporation board of directors shall be held on the second and fourth Thursdays of each month, at 6:00 P.M., and at such other dates and times as the board of directors may designate as adjourned or special meetings of the board of directors of the corporation. 1311023920-0001 583229.02 a04l20105 -4- 2-48 r B. Place of meetings. Unless the corporation shall otherwise establish a meeting place in accordance with its bylaws, the meetings of the corporation board of directors shall be held at 276 Fourth Avenue, in the City of Chula Vista. C. Notice of meetings. The meetings of the corporation board of directors, and notice thereof, shall be governed by the same rules and regulations by which the City Council is bound in the conduct of public meetings. D. Conduct of meetings. The conduct of meetings, including requirements for quorum, the vote required for passage of any motion, the means by which proposed actions are considered, and other matters, shall be undertaken in accordance with the bylaws approved by the city council, as such bylaws may be amended from time to time by the corporation board of directors. E. Board Operating Budget. The corporation shall annually prepare a proposed corporation board of directors operating budget, including but not limited to board director stipends, training, travel, membership, and miscellaneous expenses, and costs of audit. Upon approval by the corporation board of directors, the proposed budget shall be forwarded to the city council for consideration as part of the City's annual budget. F. Gifts and grants. Subject to approval by the City Council, the corporation may accept gifts and grants from any source to assist it in the performance of its functions. In the event that private funds or funds from other gove=ental agencies are made available for special projects, surveys, educational programs, or general program support, the corporation is authorized to enter into appropriate contracts for the utilization of such funds in furtherance for the purpose and intent of, and the duties of functions of, the corporation, subject to ratification of such contracts by the city council. 2.55.200 Director Compensation and Reimbursement. The city council may, by resolution, authorize and establish compensation to the board of directors of the corporation, and authorize the corporation to reimburse directors, officers and employees for actual, necessary and reasonable expenses, including mileage, incurred in the performance of their duties authorized, directed or approved by the corporation board of directors. PASSED AND ADOPTED this _ day of ,2005. 1311023920..{lOOl 583229.02 a04l20lOS -5- 2-49 ORDINANCE NO. AN ORDINANCE AMENDING SECTIONS 2.24.030, 2.32.100, AND 2.42.010 OF TITLE 2 AND SECTION 19.14.592 OF TITLE 19 OF THE CHULA VISTA MUNICIPAL CODE WHEREAS, on February 3, 2004, the City Council and Redevelopment Agency directed staff and consultants to prepare an analysis and discussion paper on the creation of a nonprofit corporation to assist the City in planning and redevelopment activities; and WHEREAS, two facilitated workshops were held on the formation of such a nonprofit corporation; and WHEREAS, a report evaluating four corporate structural alternatives was prepared and presented to the City Council and Redevelopment Agency; and WHEREAS, on November 23, 2004, based upon a staff report presented to the City Council which built upon the conclusions and recommendations from the workshops, the City Council and Redevelopment Agency adopted a resolution: (i) authorizing the formation of a nonprofit public benefit corporation for the purposes of conducting redevelopment and planning activities, (ii) directing staff to prepare the necessary legal documents for the formation of such a corporation, and (iii) appropriating an interim operating budget and compensation schedule for the corporation and its board of directors; and WHEREAS, it is in the best interest of the City to establish the purposes, powers, composition and operating rules and regulations of such nonprofit corporation in the Chula Visa Municipal Code and to ensure consistency with regard to the functions and operations of the corporation throughout the Chula Vista Municipal Code. NOW, THEREFORE, the City Council of the City ofChula Vista hereby ordains as follows: SECTION 1: Section 2.24.030 is hereby added to Title 2 (Administration and Personnel) of the Chula Vista Municipal Code, to read as follows: 2.24.030 Implementation of Redevelopment Agency Functions in Designated Areas by Chula Vista Redevelopment Corporation In accordance with Chapter 2.55 of the Municipal Code, and notwithstanding any provision of Chapter 2.24, the Chula Vista Redevelopment Corporation shall carry out those duties of the redevelopment agency as set forth in Sections 2.55.050 and 2.55.060 within those geographic areas of the City that the city council designates as areas within which the Chula Vista Redevelopment Corporation has the authority to exercise planning and redevelopment functions. SECTION 2: Section 2.32.100 is hereby added to Title 2 (Administration and Personnel) of the Chula Vista Municipal Code, to read as follows: 2-50 2.32.100 Implementation of Resource Conservation Commission Functions in Designated Areas by Chula Vista Redevelopment Corporation In accordance with Chapter 2.55 of the Municipal Code, and notwithstanding any provision of Chapter 2.32, the Chula Vista Redevelopment Corporation shall carry out the duties of the resource conservation commission within those geographic areas of the City that the city council designates as areas within which the Chula Vista Redevelopment Corporation has the authority to exercise planning and redevelapment functions. SECTION 3: Section 2.42.010 of Title 2 (Administration and Personnel) of the Chula Vista Municipal Code is hereby amended to read as follows: 2.42.010 Statutory provisions applicable. Chapter 3, excepting only Article 4 thereof, and Chapter 4 of Title 7 of the Government Code of the state, relating to conservation, planning, and zoning, are hereby adopted by and made applicable in and to the city, except in so far as the same may conflict with the Charter or the provisions of Chapter 2.55 of Title 2 of the Municipal Code, in which case the provisions of the Charter or such Chapter 2.55 shall be controlling. SECTION 4: Section 19.14.592 is hereby added to Title 19 (Zoning and Specific Plans) of the Chula Vista Municipal Code, to read as follows: 19.14.592 Implementation of Design Review Committee Functions in Designated Areas by Chula Vista Redevelopment Corporation In accordance with Chapter 2.55 of the Municipal Code, and notwithstanding any provision of Chapter 19.14, the Chula Vista Redevelopment Corporation shall carry out the duties of the design review committee within those geographic areas of the City that the city council designates as areas within which the Chula Vista Redevelopment Corporation has the authority to exercise planning and redevelopment functions. PASSED AND ADOPTED this day of ,2005. 2-51 ATTACHMENT "c" .. ... ._. ._--- RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA DESIGNATING TERRITORlES AND GEOGRAPIDC AREAS WITHIN THE CITY WITHIN WHICH THE CHULA VISTA REDEVELOPMENT CORPORATION HAS THE AUTHORITY TO EXERCISE PLANNING AND REDEVELOPMENT FUNCTIONS WHEREAS, by Resolution No. 2004-383, adopted on November 23, 2004, the City Council authorized the creating of the Chula Vista Redevelopment Corporation ("Corporation") as a tax exempt, non-profit corporation for purposes of conducting redevelopment and planning activities within designated areas of the City, and directed Staff to prepare the necessary legal documents for the formation of the Corporation; and WHEREAS, on , 2005, the City Council approved the form of the Articles of Incorporation and Bylaws of the Corporation, and adopted Ordinance No. _, establishing the Corporation to support the planning and redevelopment activities of the City and the Agency, and setting forth the specific functions of the Corporation. NOW, THEREFORE, the City Council of the City of Chula Vista hereby resolves as follows: SECTION I: The Chula Vista Redevelopment Corporation shall have jurisdiction to exercise planning and redevelopment functions in accordance with Chapter 2.55 of Title 2 (Administration and Personnel) of the Chula Vista Municipal Code, with respect to the following territories and geographic areas of the City: (a) All territories within the boundaries of the Redevelopment Agency's adopted redevelopment project areas. (b) All territories within the study area of the Urban Core Specific Plan. SECTION 2: The City Council retains the discretion to modify or augment the territories and geographical areas set forth in Section I, at any time. PASSED AND ADOPTED this day of ,2005. 131/023920-0001 585546.01 a05/10/05 2-52 CD~""ll OC:::ll:l c:2!i!O ZCll""ll cS!~ J>(')m ::ll:l:::!C mO(') CIlZ< J>::ll:l ....(') I ATTACHMENT "0" .. i -- ..._",_,u -...- MEETING NOTES FROM STAKEHOLDER WORKING SESSIONS 2-54 .- l' _.. ..,--_., " Joint Chamber of Commerce and DBA Meeting March 30, 2005 3:00. 4:30 PM Chamber of Commerce Board Room Summary Nates from Joint Workinc Session with the Chula Vista Community DeveloDment DeDartment: Public ParticiDation within the Chula Vista RedeveloDment Corooration (MCVRC") Public Participation . Ensure that public participation/input/feedback occurs early in the CVRC process. Public should participate throughout the ENA (Exclusive Negotiating Agreement) process with the CVRC and the qualified developer on key aspects of the proposed project _ design, environmental, public amenities (e.g., parks, plazas, water features, landscaping, etc.), and marketing and financial studies. . Identify an informal or formal group(s) for specific areas or districts of the City to convene for early input/feedback on redevelopment proposals . Have representation of various community groups in one "advisory" body to ensure fewer meetings and less time management conflicts . Limit speaking time to maintain focus of meetings on topics and issues on the agenda . Outreach to eastern Chula Vista to create a cohesive community and provide continuity . Develop a process that is manageable and respectful . Provide opportunity for citizen input without creating additional layers of bureaucracy Proiect Processi na . Streamline the development and approval process-should be concurrent with review by the public . Create a spectrum of various levels of processing, based upon the complexity of the project, and therefore differing levels of public input as well . DBA would like to act as the design review body for their district, particularly since they are already established and functional CVRC Staffina . Ensure dedicated redevelopment staff and include planning and engineering in project review teams . Staff continue to work flexibly and creatively and view the CVRC area as a whole Miscellaneous . Establish small business development department at the City . Engage in focused market studies with existing residents . Distinguish between public hearing versus public input . CVRC Board Composition: Four non-Council members should be Chula Vista residents, property owners, or business owners 2-55 ~ Public Participo1ionwifhin the 501 c3 Meeting with Crossroads 11& the Ciiy of Chula V15Ia Congregational Church - Bradley Hall March 2, 2005, from 6:00-8:30 p.m. DRAFT MEETING NOTES Who Should Participate? . Residents of Chula Vista . Local busi nesses "Mom and pop" shops Tenants Property owners . Downtown Business Association . Chamber of Commerce . Churches . Schools . Non-profits . "Grassroots" representation Focus Areas . Town Centre . Third Avenue . H Street . E Street . Broadway . Bayfront Participation Options . Neighborhood block concept with captains . Preserving current commissions . Advisory PAC to provide recommendations to 501 c3 Board · Community Advisory Committees (i.e., Crossroads II) to provide recommendations to staff, which will forward and provide recommendations to a PAC . Advisory subcommittees: NW, S01, Bayfront, based on elementary school neighborhood areas . Community Planning Groups (i.e., City of San Diego): developers would be required to go to CPGs first in order get citizens involved early in the process. . Neighborhood watch groups (i.e., Xmas circle, H Street, Third Avenue, etc.) . Planning groups . Staff .. PAC . UDC Issues/Challenaes . Composition of Board: concerns with "out of town" representation · Esponoda Participation Process..."processing too fast" · Adequately informing the citizenry . 1 2-56 , About projects and public meetings Starting the participation process early is a "win win". for everyone involved (community, developers, elected officials, staff) Streamlining shall not occur at the expense of community input Monthly newsletter/website · Concerns about groups/individuals affected by eminent domain Staff to come back to present RDA powers of Eminent Domain . RDA v. Loca'l Government powers of condemnation · Replacement Housing Requirements . Displacement and relocation issues · Illustrations to include maps, adopted RDA plans, case studies, etc. . "Residents and small businesses are scared...the City is not listening." · "Why so pervasive, large?" Smaller areas should be looked at first In order to adequately address planning and traffic issues. . The "bait and switch" and "hiiacking" of the current commission system. Why fix a process that hasn't proven to be flawed? The commissions are made up of people from within the community The 501 c3 Board will include "outsiders" Concerns that community input is not prioritized, thereby overlooking the most critical issues The amount of time a developer needs to spend on planning and entitlements needs to be addressed, not the commission system 501 c3 is proposed for the benefit of developers, not the community 18 of 20 attendees support existing commission system . Mary Salas Existing commission system should be kept as an option Neighborhood planning groups are an ideal option The three current commissions (RCC, DRC, PC) could potentially appoint a delegate to the newly formed 501 c3 Board . Community Development Localities have fiduciary responsibility to include elected officials on the 501 c3 Boa rd Emphasis placed on the amount of staff work (i.e., DDAs, ENAs, OPAs, relocations plans, etc) that is required to be completed prior to public meetings Minimizing developer risk Community input is required prior to public meetings . Vast majority of attendees of General Plan Update were not in favor of high-rise buildings. . Need to define immitigable.. .adverse impacts cannot be passed over . Design review should not be overlooked 22-57 , r JOINT PROPOSALS OF PLANNING COMMISSION, DESIGN REVIEW COMMITTEE, AND RESOURCE CONSERVATION COMMISSION 2-58 .". "1' .' ---- -~- COMMISSION CONCEPT Corp Staff Preliminary Review Forms "Red Team" CorP Staff 1. Land Acquisition 2. Developer liaison 3. Community Outreach 4. Financing E.I.R. Public Hearing Ensrineering 1. T rafflc 2. Infrastructure 3. Addressing 4. Utilities Planning Staff 1. Design review 2. Planning Citv Manager Fiscal Impact I. Short term 2. Long term 3. Feeoffsets 4. Land costs R.C.C. D.R.C. P.C. (Expedited meetings) (One public hearing each). Corn Decision! Approval Five Council Members Four Community leaders with expertise Appointments by Council after public interview for two year term, renewable I-Business I-Schools I-Dev. Constr., Real Es e I-Non-profit Aooeal Council (Four votes to approve) ADDroval Good for tV40 years/must go back to PAC for extension :ommunity Develooment 1. Land acquisition 2. Developer liaison 3. Community Outreach 4. Financing PAC CONCEPT Community Develooment Preliminary Review Distribution Emrineering I, Traffic 2. Infrastructure 3. Addressing 4. Utilities Planning Staff 1. Design review 2, Planning' 3. E.I.R. Planning Area Commission (PAC) 1. Public Hearing 2. Recommendation to Corp. Com Decision! Approval Five Council Members Four Community leaders withexpertise Appointments by Council after public interview for two year term, renewable Aooeal Council (Four votes to approve) Aooroval Good for two years/must go back to PAC for'extension 2-60 City Manager Fiscal Impact 1 , Short term 2.. Long term 3: Fee offsets 4. Land costs . PAC MEMBERSHIP Two from Design Review Commission Two from Resource Conservation Commission Two from Planning Commission One urban core resident One at large resident (but not urban core) One from Chamber of Commerce (but not urban core) One from Downtown Association One from. Sweetwater Union High School District One from Chula Vista Elementary School District One from Heritage Museum Mobile Home Group Core Three from this group . PAC members appointed by their respective groups for one year term (renewable) . Residents appoInted by Council (same term) t 2-61 EXAMPLES OF PUBLIC PROCESSES FROM OTHER REDEVELOPMENT AGENCIES 2-62 .. .~ ... .,.-"..--- Applicant NEIGHBORHOOD GROUPS (Recommended - Advisoty) If Designated Historic Resource ffiSTORlC . .. RESOURCE BOARD (HRB) CITY PLANNING COMMISSION ---- 1 I I I I I ------' Pre-Submittal staff Meeting(s) Centre City Development Corpo 'on 225 Broadway, Suile 1100 San Diego, CA 92101 ----------, I I I I I I I I I I I I If 50 units or less and I or under 100,000 sf CCDC PRESIDENT If any Agency Dollars or Agreement REDEVELOPMENT AGENCY (CITY COUNCIL) The entire process takes approxima1e1y 3 % to 4 months (longer for more complex projects, if pubi"1C hearings are required, or an appeal is involved). CCAC= Centre City Advisory Com~ ~wntown's Community Planning Group Application Submittal STAFF REVIEW . Completeness Check . PuBlic Notice (if necessary)' . Environmental study Initiated .. . STAFF Design Refinement Meetings CCAC PRE-DESIGN SUBCOMMI'TTEE (Recommendation) CCDe BOARD- .'.PROJECTS COMMITTEE (Recommendation) CCAC (Recommendation) CCDC BOARD Centre City Development Permit CCDC >> CCAC Page 1 of THE CENTRE CITY ADVISORY COMMITTEE (CCAC) .. What does the CCAC do? .. What are the CCAC members resDonsibilities? .. Want To Stav In Touch With What Action Is Beina Taken At The CCAC Level? .. Hiahliahts Of CCAC Meetina .. 200S CCAC-Members e CCAC meets monthly_ You can view meeting location information and the CCAC Downtown Docket by going to the calendar. he Centre City Advisory Committee (CCAe), (formerly the Project Area Committee, "PAC") is a group of twenty-eight are elected for a 2-year term to represent downtown residential homeowners and tenants, commercial property owner people, charitable, civic and cultural groups. hat does the CCAC do? e CCAC provides a vehicle for public participation relating to the growth and redevelopment of downtown San Diego a communications link between Its citizens, CCDC, the City Council and Redevelopment Agency. The CCAC also represe on the citywide Community Planning Committee. CCAC members publish The Downtown Docket, a newsletter to keep t advised of Issues and meeting schedules. The CCAC sponsors various community meetings and workshops to seek publ ommunlty matters downtown. hat are the CCAC members responsibilities? nee a month the CCAC meets to review development and design proposals, redevelopment plans and programs, deve loan agreements and other downtown development policies and programs, Affordable housing, parking, transportation lighting, homelessness and social Issues are some of the subjects discussed and studied. B k to ant To Stay In Touch With What Action Is Being Taken At The CCAC Level? Subscribe to the Downtown Docket (CCAC Meetings), .I CLICK _TO SIGN UP fOR tMAll AUR'IS. http://www.ccdc.com/index.cfmlfuseaction/resour~6l!.ac 05/04/2005 CCDC >> CCAC Page 1 of:; 2005 CCAC Members The 2005 CCAC Is made up of citizens who represent each neighborhood and community organizations. Please feel free "our representative and voice your concern about your neighborhood. They are: Core II Business Owner: I Linville Martin Ilmartinl!llbreb.com Horton Business Owner: Tom Parrish tDa rrish@sandieaoreD.com Residential Tenant or Owner: Paul Robinson (619) 239-3444 Drobinson@hsrab.com Gaslamp Quarter Business Owner: BIJI Keller bill@letravelstore.com Residential Tenant: D.R. Peck dr@areenflash.com Cortez Business Owner: Charlotte Morrisette charlotte@iDbsd.com Residential Tenant: Ron Jones canamintl2liilcs.com . Residential Owner Occupant: John Lawrence 619-234-3414 i.c.lawrence((i)cox.net Little Italy Residential Owner Occupant: Gregory De Pen a areaorvailDolvarch.com Business Owner: Lloyd Russell lIovd Russell@cox.net Residential Tenant: 1m Sarasalln im@robauialev.com Core / Columbia Business Owners: Paul Chacon Dchacon {ij)fivestarDarkina .com John Gallup iohn aalluD@iohnaalluo.com Residential Tenant: John Cunningham (619) 544-0634 iohnc891l!llaol.com Marina Residential Owner Occupants: Larry Marshall Imarshalll!llfolev.com Ellen Hoffman ellenrhoffmanl!llcox.n et Residential Tenant: Larry Knl9ht LarrvKniaht825@msn.com Business Owner: Ron Mlrlello ran (ij)m irielloarafico.com East Village Business Owners: Michael Witkin (760) 721-1625 mwitkin(ij)ea rth lin k. net Chris Hall chris{ij)eveoke.ora Jennifer Ayala iennifer(5)mwsteele.com Residential Tenants: Ian Gooldy ianoooldv@hotmail.com http:/ /www.ccdc.com/index.cfmlfuseaction/resour~J?lf5ac 05/04/2005 , - .--.- _. CCDC >> CCAC Page 2 of2 Neil Robinson ncrobinson@hotmail.com Residential Owner Occupant: Cynthia Morgan moraancv@hotmail.com Community Organizations Civic: Antonio Piscitello tDiscitello@bnaconsultants.com Downtown Partnership Civic: Joyce Summer (619) 232-6651 Downtown Residents Group iasummer(ij)cox.net Cultural: Michael Summers msummers((i)sandieaosvmDhonv.ora San Diego Symphony Charitable Organization: Charles Hansen (619) 231-6000 The Salvation Army Charles-Hansen@usw.salvatlonarmv.ora http://www.ccdc.comlindex.cfmlfuseaction/resources2lG80 05/04/2005 . . . . . . I I I I . . I . , .' , , , , , , , I I I I WHO WE ARE We are the Sacramento Housing and Redevelopment Agency and the Downtown Develapment Group of the City of Sacramento. Sacramento Housing and Redevelopment Agency (SHRA) A jaint powers authority of the City and County of Sacramento, SHRA administers 12 redevelapment project areas on behalf af the City and County, SHRA was created in 1973 and aiso serves as the Housing Autharity far both jurisdictions. City of Sacramento, Downtown Development Group The City of Sacramento, Downtown Develapment Group is responsible for administration of the City's Downtawn and Richards Boulevard redevelopment project areas and for promoting, marketing, and identifying key development opportunities throughout the central city. How We are Advised and Governed . Redevelopment Agency of the City of Sacramento: The City Council serves as the Redevelopment Agency of the City of Sacramento, the gaveming board for all redevelapment activities in the City. . Redevelopment Agency of the County of Sacramento: The Caunty Board of Supervisors serves as the Redevelopment Agency of the County of Sacramento, the goveming board for all County redevelopment activities. . Sacramento Housing and Redevelopment Commission: An 11-member advisary body appointed by the City Council and Board of Supervisors, the Sacramenta Housing and Redevelopment Commission oversees the redevelopment activities administered by SHRA. . Citizen Participation: Redevelopment Advisory Cammlttees (RAC's) for Aubum, Oak Park, 65th Street, Franklin, Del Paso Heights, Stockton, North Sacramento, and Army Depot, as well as the Alkali Flat Project Area Cammittee (PAC) advise the Agency an proposed redevelopment activities and assist an the formulation of projects and programs for their project area. The Dawntawn Sacramento Partnership advises the City an Downtown redevelopment activities. The Capitol Station District advises on redevelopment activities for the Richards Boulevard project area. 2 2-67 , , I I I I , I t I I , I , t I , I I I , , t I I I I , t I I t , , I I t I I I , I I I t . , , I I t I t I I t I I I I I I I , . , I , , I 1 I 1 1 I I I I I , City of San Jose Strong Neighborhoods Initiative Page 1 of ~~ The Strong NeighborhQods Initiative I Connecting San Jose Neighborhoods "'" - ABOUT SNI NEIGHBORHOODS GET INVOLVED rille UNKS HOME Frequently Asked Questions General SNI Q. What is the Strong Neighborhoods Initiative (SNI)? A. The Strong Neighborhoods Initiative is a partnership of the City of San Jose, San Jose Redevelopment Agency, and the community to build clean, safe, and attractive neighborhoods with independent and capable neighborhood organizations. a. How can I get involved in SNI? A. Some ways to become invoived in SNllnclude: . attend a Community Workshop-for meeting dates, call the Neighborhood Development Center at (408) 277-5350 · get elected to the Project Area Committee (PAC)-call Laura Lam at (408) 794-1000 . join your Neighborhood Advisory Committee-- call the Neighborhood Development Center at (408) 277-5350 . attend PAC and/or Neighborhood meetings Q: Where does the money far SNI come from? A: Many different sources. Both the City and Redevelopment Agency have committed funds to SNI. Other resources from public agencies and private sector investments will also be utilized, Q: Who determines the boundaries for SNI? A: The San Jose City Council is responsible for setting the boundaries for the proposed Redevelopment Project Area and planning efforts in the individual neighborhood areas. Q: Why isn't my neighborhood included in SNI? A: This initiative is the first of its kind in San Jose and the City wants to do it right. Older San Jose neighborhoods requiring new plans, and in need of City/Redevelopment assistance were chosen to be the first to participate. Once proven to be successful in these communities, SNI can be launched in other neighborhoods throughout San Jose. Q: Who decides how much money will be distributed to each neighborhood? A: Once the neighborhood plans are complete, the San Jose City Council will study the recommendations and make budgetary decisions based on your community's needs and suggestions. Q: Will translations and interpretations be provided for people who donY speak English? A: All NAC and PAC meetings will have Spanish and Vietnamese interpreters available and all written material regarding SNI will be translated in Spanish and Vietnamese. If needed, interpretation and/or transiation in other languages will also be provided. NAG http://www.strongneighborhoods.org/faq.asp 2-68 05/04/2005 City of San Jose Strong Neighborhoods Initiative Page 2 of 4 Q, V\II1at is the Neighborhood Advisory Committee (NAC)? A. In most Strong Neighborhood areas, a Neighborhood Advisory Committee (NAC) made up of approximately 25 members, will be drawn from residents, neighborhood associations, businesses, the faith community, property owners, schools and other stakeholders. These groups, representing the strength and diversity of each neighborhood, will work with the community and City to develop plans to improve their neighborhoods, When complete, the NACs will present the neighborhood plans and recommendations to the City Council. Q: How do I get on the NAC? A: Community members Interested in serving on the NAC should contact the Community Coordinator in their area (contact the Neighborhood Development Center at (408) 277- 5350 for more Information), Community members may be asked to serve on the NAC by their City Councilmember or through appointment by their community associations. Q: V\II1at is the role of the NAC? A: The roie of the NAC is to develop a vision of a strong neighborhood, agree on priorities, and develop a neighborhood improvement plan. The NAC is aiso responsible for informing and involving the community during the SNI process. Q: How is my participation with the NAC different to that with my neighborhood association? A: Your participation will be different in several ways. The NAC's work will result in proposals for improvements in their communities. The NAC will be supported by a team of consultants including architects and planners. Your role on the NAC will be to represent your community and to develop a plan that meets the needs of the entire community. Q: How long are the neighborhood plans good for'? A: Neighborhood plans are relevant for approximateiy ten years and should be implemented within a 5-to-10-year period. However, results (on-going services, programs, etc.) of SNI are much more long-term and will depend on the involvement of the community. Q: What is the difference between the NAC & PAC? How will they share information regarding SNI? A: The PAC and the NAC have different roles and functions. Each NAC, representing individual neighborhoods, will work with the community and City to develop plans to improve their neighborhoods. When completed, they will present their pians and recommendations to the City Council. The PAC serves all the SNI areas within the proposed Redevelopment Project Area and makes recommendations whether or not redevelopment should be active in this area. Both Committees will be working simultaneously and will be addressing issues that affect the SNI neighborhoods. But neither group reports to the other. Each Committee may have an overlap in membership-members who serve on both. Both groups will be kept apprised of the othe~s work during the process through City staff and public meetings. All Committee meetings are public and anyone is weicome to attend. Q: What is my time commitment as a NAC member? A: The time commitment may vary. It may be as little as six hours a month, but depending on the level of participation of the NAC member this can increase. The NAC will meet monthly. Special meetings for the NAC may be added upon request. http://www.strongneighborhoods.org/faq.asp 2-69 05/04/2005 , City of San Jose Strong Neighborhoods Initiative Page 3 of PAC/Redevelopment O. W1Jat is the Project Area Committee (PAC)? A. Because the SJRA is proposing a Redevelopment Project Area as part of SNI, a Strong Neighborhoods Project Area Committee (PAC) will be formed to advise the City Council on matters relating to Redevelopment. The 50-member PAC is composed of residential owner-occupants, residential tenants, business owners, and members of community organizations within the SNI areas. Most members of the PAC are elected by the community, however, representatives of community organizations are appointed by City Council. During the first year, the PAC will decide whether or not to recommend Redevelopment in the proposed SNI Project Area. During this process, PAC members wiillearn how redevelopment works, review the proposed Redevelopment Plan, and make a recommendation to the City Council on whether to approve or reject the Plan. If the City Council adopts the Redevelopment Plan, the PAC will continue to advise the Council on matlers that affect residents within the Project Area for three years thereafter. 0: How do I get selected for the PAC? A: You must either run for election as a residential owner-occupant, residential tenant, or business owner; or submit the name of your community organization to be considered for appointment by the City Council. As the proposed Redevelopment Project Area includes many neighborhoods, interest may be high to serve on the PAC. Submitting an appiication does not guarantee election or appointment to the PAC, 0: What is my role as a PAC member? A: Your role is to make a recommendation to City Council on adoption of the redevelopment plan, whether or not redevelopment should be active in ail SNi areas. As a member of the PAC you will advise City Council on any possible relocation of businesses and/or residents, and other issues that affect residents in the Redevelopment Project Area (ail SNI areas). You wiil also serve as a liaison between your community and the City Council. 0: As part the PAC election process, do I have to run a campaign? A: No. The PAC election process is meant to be simple and wiil be conducted by mail-in bailot. As a candidate, you may submit a statement (150 words or less). This, along with a photo of you, will appear in the voter handbook. You will also have the opportunity to introduce yourself and present your view to the SNI communijies in candidate forums held before the election. 0: W1Jat is my time commitment as a PAC member? A: The time commitment may vary. It may be as Iitlie as six hours a month. The PAC, upon adopting its bylaws, electing its officers, and setting its agendas, will determine as a group how frequently it should meet-typically, it is monthly. Special meetings may be added upon request. Q: W1Jat does Redevelopment do? A: Based on Redevelopment Law, redevelopment activities can inciude modernizing and improving older, deteriorating structures, redesigning and replanning of areas difficult to develop, facilitating private development in underutilized areas, construction of public faciiities inciuding libraries, youth centers, theaters, parks, sidewalks, street lights, storm drains, and water systems, and development of affordable housing Q. Can Redevelopment funds be spent in unincorporated areas (areas not annexed by http://www.strongneighborhoods.org/faq.asp 2-70 05/04/2005 City of San Jose Strong Neighborhoods Initiative Page 4 of 4 the City)? A. Yes, Redevelopment funds can be spent in any area where a redevelopment project area exists. However, any redevelopment spending proposed for unincorporated (County) areas must be approved by the County Board of Supervisors. Q. Will my property taxes increase due to the adoption of a Redevelopment Plan and creation of a Redevelopment Project Area? A. When a Redevelopment Project Area is adopted, there is no additional tax piaced on your property (Redeveiopment does not have the power to tax). The concept of Redevelopment is to Improve conditions through new construction and real estate activity which can result in increased property values. The tax collected on any increase in property value is called tax increment and is what funds redevelopment activities. Q: If the Redevelopment Plan Is adopted, what happens to the PAC? A: lithe Redevelopment Plan is adopted, the PAC may serve for a periOd of three years as a lorum to consider issues affecting residents and businesses in the Redevelopment Project Area, It may also act as a forum to publicly review impiementation plans. The PAC's continuing role will depend on the desires of the City Council and the PAC members. back I home I contact us E-Government Policies (PDF) I Statement of Purpose I Privacv and Disclosure I Security I Disclaimer http://www.strongneighborhoods.org/faq.asp 2-71 05/04/2005 City of San Jose Strong Neighborhoods Initiative Page 1 of t:~d!:, The Strong Neighborhoods Initiative I Connecting San Jose Neighborhoods AIlOUT SNI NEIGHBORHOODS GET INVOLVED Ime UNXS HOME fB'I:II'1iJ!iiiiillii-' ~ K.O.NA Neighborhood History This SNI area is located immediately east of Highway 101 between Story Rd. to the north and Tully Rd, to the south. King Rd. is the spine of the neighborhood and along with Reid-Hillview Airport it defines the eastern boundary. The area encompasses parts of Council Districts 7 and 8. Community service providers include five public schools, one private schooi and parish. the Boys and Girls Ciub and Resources for Families and Communities (RFC), With major commercial centers along Story Rd. and Tully Rd. the rest of the neighborhood is primarily residential. There are two neighborhood associations, Lanai-Cunningham Community Action Team and the Tropicana Neighborhood Association. Top Neighborhood Priorities DITop Neighborhood Priorities IIProject Manager I D Improve the appearance af residential areas in K.O.N.A. by maximizing the use of the City's Hausing Narberta Duenas Improvement Program for Strong NeighbOrhoads 227-2264 I nitiative areas. n Implement a comprehensive strategy io reduce buiky Elaine Leung waste In the K.O.N.A. Strang Neighborhoods Initiative 277-3677 http://www.strongneighborhoods.org/kona/kona.a$-72 05/0412005 , City of San Jose Strong Neighborhoods Initiative Page 2 00 LJlarea. II I D Coordinate with the Boys and Girls Club to make Bill Ekern impravements ta the existing building and autdoor 794-1070 recreation facilities, D Evaluate reported neighborhood traffic complaints and Sam Koasha address them with appropriate traffic calming 277-3057 measures. D Build partnerships with local schools to improve the Dave Pevtan appearance of school sites and the condition of recreational facilities. 448-4561 D Strengthen code enforcement efforts in the Diane Buchanan neighborhood. 277-8430 D Improve Welch Park landscaping and lighting, expand Todd Cacurso the community facility and explare aptions for providing additional parking. 794-1336 D Install additional trees and landscaping ta improve the Ralch Mize appearance af public streets in the neighborhood. 277-2756 D Repair broken and cracked sidewalks and camplete Alex Mordwinow the installation of ADA-compiiant ramps throughout 277-3158 the K.O.N.A. area. EJ Make short-term and interim security and aesthetic David Panaoore improvements in the King and Stary shapping areas. 794-1091 Zaomable Mac at K.O.N.A. Plannina Area Action Matrix Neighborhood Plan Cover Executive Summary Acknowledoements Contents Introduction Neiohborhaod Profile Gaals Imorovement Pian Strateoic Action Plan Imclementation Glossarv at Terms Plan Graphics SNI Area 2002 Plan Zanino I mcrovement Concects Traffic Calmino Pedestrian Imcrovements Welch Park Landscacina View public improvement projects for this area o Ful>llc ~ 1,1 : Im~t ,-~w back I home I contact us http://www.strongneighborhoods.orglkonalkona.asp 2-73 05/04/2005 JOINT REDEVELOPMENT AGENCY/CITY COUNCIL AGENDA STATEMENT May 24, 2005 ADDITIONAL SUPPORTING DOCUMENTATION TO ITEM NO.2 1. Information Memo dated May 20, 2005 2. Minutes of the Joint Planning Commission, Design Review, and Resources Conservation Commission ~{f? ::-_1!."'---;' - - - - -- Community Development Department City Of Chula Vista 276 Fourth Avenue Chula Vista, Ca 91910 619.691.5047 - 619.476.5310 Fax cvcomdev@ci.chula-vista.ca.us INFORMATION MEMO CllY OF CHUlA VISTA FROM: The Honorable Mayor '{;)d Councilmembers David D. Rowl~ t.f City Manager Dana M. Smith, Assistant Director of Community Development TO: VIA: DATE: May 20,2005 SUBJECT: 501 c3 Chula Vista Redevelopment Corporation - Summary of Special Joint Meetings of Planning Commission, Design Review Committee, and Resource Conservation Commission This is an informational memo to the Mayor and City Council on discussions held at various special joint meetings of the Planning Commission ("PC"), Design Review Committee ("DRC"), and Resource Conservation Commission ("RCC") on the formation of the 501 c3 Chula Vista Redevelopment Corporation ("CYRC"). Since the Council's November 23, 2004 action to authorize the formation of the CVRC, the PC/DRC/RCC have jointly met on three separate occasions to discuss: (1) the CVRC proposal, (2) the impact of the CVRe's formation on the roles of the PC/DRC/RCC, and (3) alternative public process concepts for the CVRC. On January 10, 2005, the PC/DRC/RCC developed fwo alternative CVRC public process models for the Council to consider. Both recommended models are discussed in detail in, and attached to, the May 24, 2005 Agenda Statement. On May 12, 2005, the three bodies met for a second time to receive a comprehensive staff presentation on the May 24, 2005 staff report, including the proposed structure, functions, and operations of the CVRC, and a discussion about public input and participation within the CVRe. Members of the three bodies directed questions to staff and expressed their concerns about the CVRe. On May 18, 2005, the PC/DRC/RCC met for a third and final time to continue discussions from the previous joint meeting and to consider recommendations for the Council on the CVRe. Minutes of the meeting summarizing the specific motions and actions will be forwarded to the Council under separate cover. Most notably at that meeting, the Planning Commission took action to direct staff to: 1. Forward the written "Comments and Recommendations" to the Council for consideration on May 24, 2005, including Planning Commissioner O'Neill's verbatim oral comments. 2. Provide staff's responses, comments, and concerns to the Council regarding the written "Comments and Recommendations." 3. Provide summary minutes of the May 18, 2005 Special Joint Meeting to the Council. May 20, 2005 501c3 CVRC - PC/DRC/RCC Special Jaint Meetings Page 2 The written "Comments and Recommendations" are attached. The meeting minutes, and Planning Commissioner O'Neill's verbatim oral comments, will be prepared and forwarded to the Council under separate cover. Staff is appreciative of all of the "Comments and Recommendations" received, and the time and effort invested to prepare them. Staff has prepared the following responses, which maintain the analyses and recommendations provided in the May 24, 2005 staff report. 1. Indeoendent Directors: The four independent appointees shall be Chula Vista residents. Note: While the Staff Report on page 6 expresses a preference be given to Chula Vista residents, this "preference" is absent fram the Bylaws. (Amend Article VII Section 3 to require Chula Vista residence for Independent Directors.) 2. Term Limits: There shall be term limits in place for Independent Directors that are identical to those currently imposed on all members of Chula Vista's commissions. (Amend CVRC Bylaws Article VII Section 3. (d) page 4 and also amend proposed ordinance 2.55.090 #4.) 3. Historic Permits & Desianation: The CVRe cannot be the sole advisory body for "historical permits" or projects impacting historic sites and still meet the State Office of Historic Preservation requires for a Certified Local Government, which mandate a separate and qualified Historic Resources Board and Design Review Committee." (Amend Staff Report page 4 Planning Functions Table - Ord. 2.55.050 (B).) This is contrary to discussions held by the Council during last year's workshops and direction given to staff on CVRC membership. For reference, please see Page 6 of the staff report. The proposed Bylaws are silent about requirements for the Directors' place of residence or business. Preference toward Chula Vista residents has been verbally expressed by Council members on several occasions, but was not discussed as a specific criteria for inclusion in the Bylaws. This matter was not directly deolt with in Council's direction to staff, however, term limits would constrain the Council's discretion and ability to decide, at the end of each Independent Director's four.year term, if it is in the best interest of the CVRC and the City to retoin that Director's expertise and knowledge base. The Council retains the authority to either reappoint a Director or appoint someone new. Staff recommends that the Council maintain this authority. Section 3(d) of Article VII of the Bylows provides that: "(d) After completion of the initial term of office, each Independent Director may be re-appointed by the City Council of the City of Chula Vista. There shall be no limit on the number of terms that an Independent Director may serve on the board of directors." All historical preservation issues and activities will continue to be required to meet all applicable state laws and procedures, including the State Office of Historic Preservation, CEQA, etc. The staff report lists, as examples, previous administrative and quasi-judicial Planning Commission functions that the CVRC would assume, including permits such as conditional use permits and historical permits. The language in 2.55.050(B). proposed for addition to the Municipal Code. does not list specific items and activities but instead more generally provides that "The corporation shall assume the functions of the planning commission with respect to administrative and quasi-judicial items ..." The language further provides that "Any action by the corporation under this paragraph shall be subject to appeal to the City Council pursuant to Chapter 19.12 or Chapter 19.14. as applicable, of the Municipal Code. May 20. 2005 501c3 CVRC - PC/DRC/RCC Special Jaint Meetings Page 3 COMMENTS/RECOMMENDATION" STAFF RESPONSE 4. Quorum Reauirements: (Insert to Bylaws Article VII Section 4. (e). page 6.) Any redevelopment project coming before the CVRC shall have a two-thirds majority approval of the nine members. 5. Checks and Balances: Prior to any redevelopment project approval by the board and/or council, there shall be signature approvals by the CEO, City Manager and Planning Director. (Amend Bylaws: Article VIII Section 5 - page 7, and add to appropriate ordinance, inserting signature approval clouse.) All formal site approval and planning activity of any redevelopment project shall be administered bv the Plannina Director and the Planning & Building Departinent staff. CVRC staff may advise the Planning & Building Dept. on various project and site issues. Staff does not support this proposed change. Proper safeguards of the fiduciary responsibilities of the Council have been provided for in the aforementioned documents. In addition, the Council/Agency maintains authority through appeal processes, final decision-making authority on legislative policy matters, and the requirement for majority approval of the City-Directors on actions involving the obligation of public funds. CVRC Pages 4 and 5 of the staff report and proposed Municipal Code Sections 2.55.050 and 2.55.060 specify the types of functions and activities on which the CVRC will either make final decisions or make advisory recommendations to the City Council and/or Redevelopment Agency. The CYRC will make final decisions on administrative and quasi-judicial items. These decisions can be appealed to the Council/Agency. On legislative policy items, the CYRC will make advisory recommendations to the Council/Agency. Final decision-making authority will rest with the Council/Agency. Sections 4 through 6 of Article XII of the Bylaws require majority approval of the CVRC Board and majority approval of the City-Directors for contracts and other actions involving the obligation of public funds. The PC/DRC/RCC has confused accountability, authority and operations. Final authority for all but delegated administrative activities should rest with the City's elected decision-makers and not staff. With regards to specific planning activities as they relate to redevelopment projects. the PC/DRC/RCC have expressed a common misunderstanding of the relationship between entitlements and redevelopment. Using the common tools of redevelopment: Exclusive Negotiating Agreement (ENA)i Owner Participation Agreements (OPA's); and Development and Disposition Agreements (DDA's) the CVRC will integrate planning, engineering, and redevelopment staff in determining site elevations, project design, public amenities, environmental review, parcel assemblage, and agency financial participation. These activities should not be separated with multiple decision makers. The recommendation that is cited would, in fact, run counter to expeditious and integrated approach to redevelopment that is the purpose of the CVRC. The current operational design aligns the key department heads under the authority of the Assistant City Manager who would also serve as the CVRC CEO. This provides for the CVRC Board to direct the CEO who then has multiple key departments available to carry out the desired activities. Also, please refer to Pages 5 and 6 of the staff report and Item 4 - Quorum Requirements. May 20, 2005 501c3 CVRC - PC/DRC/RCC Special Joint Meetings Page 4 COMMENTS/RECOMMENDATIONS STAFF RESPONSE 6. Conflicts of Interest: All members of the CVRC including Independent Directors and the CEO and other officers must file a yearly Statement of Economic Interest Form (Colifornia FPPC Form 700) for themselves and their immediate families, (Amend Bylaws of eYRe Article XI inserting language requiring filing of Form 700.) 7. Princiole #2: Add a component to Principal No.2 that seeks out 0 specialized talent pool among the l'cr055- section" of community representatives for the public review body. (Participation by a minimum number of community residents that also have experience or expertise in architecture, planning, design, development, real estate, or finance would help the community advisory group understond the issues and minimize the learning curve.) 8. eVRe's Assumotion of Commissioners' Duties: Delete language in proposed ordinance regarding assumption of duties by CVRC of the three commission, Planning, DRC and RCC. Clarify or restate "The soecific and orimarv ouroose" of the CYRC. Note: This statement as written in the Staff Report on page 4, implies that the main purpose of the corporation is to take over the duties of the three commissions. What about the development goals of the corporation - isn't that the true mission? (Amend proposed ordinance adding Chapter 2.55, specifically codes: 2.55.050 B; 2.55.070 (RCC); and 2.55.0BO. Amend proposed changes to Section 2: 2.32.100 (RCC) and Section 4: 19.14.592 (DRC). Amend Bylaws of CVRC Article III Purposes and Objectives (al and (c) regarding assuming duties of the commissions.) 9. eYRC Jurisdictional Boundaries: eYRC's jurisdictional boundaries (present and future) shall only apply to designated redevelopment zones. Note: According to the Proposed Jurisdictional Boundaries map, the eYRC will review projects in the urban core that are NOT in redevelopment zones. These non-redevelopment areas will not be regulated by the Urban Core Specific Plan's design guidelines or zoning sheets. Absent specific guidelines or a formal DRC review process these areas are without adequate oversight. The same situation exists with the Bayfront, which apparently will not be regulated by the UCSP. What design guidelines or formal DRC will be in place to guarantee conformance or review? This is already addressed in the stoff report and Bylaws. Please refer to Page B of the staff report and Article XI of the Bylaws. The CVRC will be subject to the Political Reform Act of 1976, Government Code Section 1090, and all ....applicable local, State and Federal laws, and all charter provisions, ordinances and resolutions of the City of Chula Vista, including those governing the conduct of bodies, commissions and committees of the City and members of such bodies, commissions and committees." Staff is recommending that the Council adopt the principle that "Public input and participation should be open, inclusive, and accessible" as a formal policy statement. The discussion under Principle #2 only serves to provide a contextual background discussion and description to illustrate the recommended policy statement. Staff would also note that the discussion under Principle #2 stresses the importance of focusing public participation outward to open and inclusive dialogue with and among local residents, property owners, and business owners in the affected neighborhoods, rather than dialogue solely and exclusively within an advisory committee. Please refer to Page 16 of the staff report. This is directly contrary to the Council's expressed purpose and intent for the CVRC. The July 20, 2004, November 23. 2004, and May 24, 2005 staff reports, and the proposed Municipal Code Sections 2.55.050, 2.55.070, and 2.55.080, ore all consistent with this purpose and intent. Furthermore, the purposes of the corporation are stated clearly in both the staff report and the by-laws which include the conduct of delegable redevelopment functions and responsibilities as well the establishment of Redevelopment Agency strategic priorities (see pages 2-4 of the Staff report). Staff maintains its recommendations because of the anticipated development of public amenities that will not be limited to just the redevelopment project areas. Please refer to discussion and recommendation on Page 7 of the staff report. May 20, 2005 501c3 CVRC - PC/DRC/RCC Special Joint Meetings Page 5 1. The RAC shall consist of the three groups, Planning, DRC, and RCC. 2. The RAe shall meet to oreview projects in the beginning stages and to review design plans after they have been fleshed out and submitted for approval. The staff report recommends that the Council adopt "CVRC Principles of Public Participation." It further recommends that the Council direct staff to prepare and present a comprehensive recommendation package on a CRVC public process to the future nine-member CVRC Board of Directors. The possibility of Redevelopment Advisory Committee e'RAC") was discussed in the report in concept for the ultimate consideration by the future CVRC Board. ,. The RAC shall be appointed by and responsible to Council (advisory to CVRC). 2. The RAe shall number eleven members. It sholl consist of two representatives from Planning Commission, two from Design Review Committee and two from Resource Conservation Commission - 011 elected by their respective groups. At least one of the six commission members must have a background in architecture /planning or design. The five non-commission RAe members should include one from Chamber of Commerce, one from DBA, one from school districts, one owner-resident from OI's West side, one member of a not-for-profit community improvement group (like Crossroads II). 3. The RAC shall meet to oreview proiects in the beginning stages and to review plans after they have been fleshed out and submitted for approval. The staff report recommends that these comments be considered at the time the CVRe addresses the issue of public participation If there are specific questions from the Council about any discussion items from the special joint meetings, or about any of the information and recommendations contained in the May 24, 2005 Agenda Statement, please contact Dana Smith at (619) 691 -51 20. MINUTES OF THE JOINT PLANNING COMMISSION, DESIGN REVIEW, AND RESOURCE CONSERVATION COMMISSION OF CHULA VISTA, CALIFORNIA DRAFT 6:00 p.m. Wednesday, May 18, 2005 Council Chambers Public Services Building 275 Fourth Avenue, Chula Vista ROLL CAW MOTIONS TO EXCUSE: Design Review Committee Present: Alfredo Araiza, Jose Alberdi, Katherine Magallon Resource Conservation Commission Present: Doug Reid, Pamela Bensoussan, Terry Thomas, John Chavez, Juan Diaz,Stan Jasek Planning Commission Present: Marco P. Cortes, Vick Madrid, Russ Hall, Bill Tripp, Bryan Felber, Kevin O'Neill, Dan Hom Staff Present: Dana Smith, Assistant Director of Community Development Ken Lee, Principal Community Development Specialist Jim Sandoval, Director of Planning and Building John Schmitz, Principal Planner Marisa Lundstedt, Environmental Projects Manager 1. PUBLIC HEARING: Consideration and recommendations on the formation of a 501c3 Corporation to support the Chula Vista Redevelopment Agency. Chair Cortes called meeting to order at 7:20, opened public hearing and requested comments from the members of the various committee/commissions starting with the Design Review Committee. Member Araiza stated that the impact of the 501 c3 on the DRC is significant in that it reduces the committee's input in the review of projects. Therefore, it is the Design Review Committee's recommendation to the City Council that their role be left the same and that there be no changes. RCC Member Thomas recommends that the three committee/commissions' roles remain the Planning Commission Minutes - 2 - DRAFT May 18, 2005 same and would like to see a common statement from all three commissions sent to the City Counci I to that effect. Member Bensousan stated she concurs with the statements made by the previous speakers. She further indicated that a few members put together a "Comments and Recommendations for CVRC" paper, which was distributed to the Commission and Committee members before the joint session was called to order. Item #8 of that documents coincides with the statements made by the previous two speakers and under (CVRe's Assumption of Commissioner's Duties) there is a recommendation to delete this language from the proposed ordinance. Item #8 further recommends that the ordinance clarify or restate the specific and primary purpose of the CVRe. Member John Chavez stated that he would like to place on record the following motion. MSC (Chavez/Bensoussan) (5-1-1-0) that the Resource Conservation Commission finds the most recent staff report on the CVRC to be seriously flawed and unacceptable in its present form and further recommends that the City Council not approve/ratify the proposed CVRC bylaws and ordinances as currently proposed. Motion carried with Member Jasek voting against the motion. Member Jasek stated his reason for voting against the motion was because he does not agree with the language in the motion. Mr. Jasek further indicated that although there are parts in the documents where the three commissions don't agree, he does not believe that the entire report is seriously flawed. Member Reid clarified that although he voted for the motion, he wished to clarify that the majority of the EIR's that come before the RCC are primarily in the eastern territories, and understands that what would significantly be reduced would be the Negative Declarations and Initial Studies for smaller projects located within the redevelopment area. Member Araiza stated that he would like to see the three commissions come up with one recommendation similar to the one previously offered. Planning Commission Verbatim Transcript of Commissioner Kevin O'Neill "As I understand, the desired recommendation out of this group would be that they adopt the operating agreement and the articles of incorporation. The operating agreement is the instruction of how things are going to work. There are two issues I have a concern with. One, CD is going to take over DRAFT Planning Commission Minutes - 3 - May 18, 2005 the planning side of everything within not just redevelopment, but they would actually have everything in the urban core. My concern is that CD has a split allegiance because their primary purpose is to attract developers to the community and act as a catalyst or booster for redevelopment. For them to wear the Planning hat; I'm not sure that its a good fit because their primary mandate is to go out there and bring in people. More importantly, is the efficiency of that. In deference to CD; we have an excellent, well-trained, well-tried Planning staff within the City and we would have this redundancy, and is still subject to ups and downs in their cqpacity or their need for capacity as the east side is still going out and the west then starts to gear up and go. It doesn't allow us the flexibility and we have to build from scratch. What I would propose is the planning portion of this go to our existing Planning Department, but within that would be a Principal Planner, Senior Planner and Associate Planner that is dedicated to redevelopment. In the meantime, you can shift these people back and forth, but more importantly, we haven't created two fiefdoms. Planning should do all of it because its all one community and there should be some uniformity of thought. It's a little different animal, but its still a mammal and that's why I propose that you have a planning group within Planning that is dedicated to redevelopment, and redevelopment acts as a liaison with them and works closely with them, but I think that is something we should spell out in the operating agreement. The second issue, which is equally important, is that the cost benefit analysis of any potential redevelopment project should come in early. By that I mean; what is the tangible benefit to the community in terms of tax increment revenue. That's counter-balanced with what's it going to cost us to accommodate this; is there going to be any land acquisition to be done by the City; is there going to be any relocation that is born by the City; what are the offsets in fees that are asked for by the developer. Finally, there has to be some independent analysis, if this thing is built; is there a market for it, because the intent is not actually to build a building that may be beautiful, but unused. The intent is that you're actually going to have it full and used. What I propose again is that there be early on, prior to this thing going to the CVRC that there be a cost benefit analysis done, maybe paid for by the applicant, but an independent consultant chosen by the City. We do this on a lot of other things in development, but that ultimately it is accepted by the DRAFT Planning Commission Minutes - 4 - May 18, 2005 City Manager and certified by him before it goes to the development board/Council. There is no sense in test-driving this new vehicle if we can't afford it or if its not going to be built. So, that's one of the things that we have to know early on, plus it's not fair to the developer if he thinks its going to happen and ultimately you say, "I can't pay that or I won't pay that. H The sooner we know these things (what is it going to cost us vs. what are we going to get for it) is the better. Those are the two things that I think we should add to or amend in the operating agreement, because I don't think there is any place to do that later and it has to be done now. The rest of it; I'm pretty comfortable with. There are a lot of checks and balances that are not enumerated in it, but this is a little different animal than San Diego CCDC, which is totally independent. As I understand it, this body, in whatever action it takes, it is going to recommend to the Council and then Council takes ultimate action. You have all of the checks and balances that are inherent in any action that the Council takes. It may not be enumerated in the articles or it may not be specific in the operating agreement, but you do have it because it already exists in our body of law. So those are the two issues that I would like to see addressed. " Dana Smith clarified that the attempt under this is to create a structure that broadens and provides expertise to the CVRC from the entire City staff in the various departments like Planning, Engineering, Parks, General Services, etc. Cmr. O'Neill - HI accept that, but what I'm saying is that, that's a little too vague for me and I want to tighten that up and I actually want to have our current Planning, and Planning Director; that system in place and that's going to be the primary. CD with their planners may act as liaison and they may introduce, but I don't want to have a whole second parallel; separate, but equal body created within CD. It doesn't make sense from efficiency and other reason of why you would have separate, but equal. If you have the separate, but equal, is that you end up with turf wars ultimately. Lets not just even worry about that and simply declare that we have an excellent Planning staff, by and large, and that we should utilize them as the primary planning arm of the City for that, which comes into redevelopment and the urban core. So just say it now officially and move along with it. " Cmr. Horn - Inquired if under Cmr. O'Neill's proposal, would the same current process apply and would the projects come to the Planning Commission. Cmr. O'Neill - "No, all I'm saying is that the existing planning mechanism now, with the exception of your three long-range planners, that that is the DRAFT Planning Commission Minutes - 5 - May 18, 2005 Planning arm and within that arm, under that single director is a group that can expand and contract, dependent on workload for those properties or projects that come into redevelopment and the urban core. That's all. Because they're in the same room and they're talking the same language, its just a more efficient way of going at it. If you think that regular Planners are not capable of thinking in terms of Redevelopment Planning, then I'm willing to listen to that argument, but I can't think of anything that regular Planners can't do within Redevelopment. I can think of a project that has not done well because it did not have any organized adult planning around it, that's caused a whole lot of grief. It has nothing to do with Planning Commission because it doesn't subvert anything that might be planned in streamlining this process or changing the other things. I think that our existing Planning staff has a very good sense of what is appropriate to the community, what is acceptable to the community in terms of what is appropriate, both in height, breadth, color and everything else. If you want to streamline things, you get these guys talking to the applicant early and often and they can give them a better sense. There's no sense in designing something that isn't ever going to get built. If we want to make these things happen, lets try to streamline it by bringing them in early and telling them early whether this is an up-hill; you're either pushing or pulling a rope. I personally would want to know that information early. " Member Araiza stated he wished to clarify a statement in the report that indicates that the design needs to be reviewed before it gets to the design stage. Mr. Araiza pointed out that the DRC currently does a Preliminary Review of certain projects and they provide early input to the applicant and his architect through this process. Cmr. Hom inquired what the timeframe is for this going to Council. Ms. Smith reassured the commissions that throughout this entire process both CD and Planning have been working together on this endeavor and both departments recognize that those jurisdictions that have successful redevelopment programs are the ones where both of these departments work well together. Ms. Smith reaffirmed thatthe City of Chula Vista recognizes these dynamics and is firmly committed to doing the same. With respect to the timeframe, Ms. Smith indicated that this is going to the City Council on May 24th. At that time, if the City Council wishes to take action, they will direct staff to file the Articles of Incorporation with the State of California. The CVRC would become effective once the City receives notification from the State that they have received and filed those documents, which could be just a matter of weeks. DRAFT Planning Commission Minutes - 6 - May 18, 2005 Cmr. Madrid stated that, in her opinion, it appears that either through a deliberate or an unintended act, the valuable input that these commissions provide in their respective roles has been greatly diminished and/or eliminated. Therefore, it would be her recommendation that consideration be given to creating a hybrid commission of the three committee/commissions to be a decision-making board for the CVRe. Cmr. Hall stated that he, along with a group of citizens crafted the "Comments and Recommendations for the CVRC" document that was handed out earlier tonight. Cmr. Hall stated that it would be his recommendation that a motion be made by all three commissions forwarding this list of recommendations to the City Council and have it be included in their report for next week. Cmr. Hall stated that the expediency with which this whole process has occurred, in his opinion, he believes that doing anything else but passing along these comments and recommendations to Council would be premature. Cmr. Tripp gave an example of how the bureaucratic process can slow down projects and described a redevelopment project in another jurisdiction in which the developer worked with a community planning group for approximately two years to ensure they got their support. They then worked through the entitlement process with the City and encountered numerous hurdles that took much time and ingenuity to resolve. Cmr. Tripp concluded by stating that he supports efforts to streamline and speed up the process to get redevelopment done in a timely, cost-efficient manner. Cmr. Cortes stated that ultimately the City Council will make their decision and they will decide whether or not to take the commissions' comments and recommendations under consideration. MSC (Hall/O'Neill)(7-0) that staff be directed to: . Forward the written "Comments and Considerations for CVRC" to the City Council for the May 24th hearing. . Direct staff to include their responses and comments to the written "Comments and Recommendations for CVRC". . That Cmr. O'Neill's verbatim comments be forwarded to the City Council where he speaks about staffing and the need to conduct early cost-benefit analyses and market studies. . Include minutes from the joint meeting. Motion carried unanimously. Cmr. Felber stated that not having had the opportunity to fully-digest and cross-reference DRAt:r Planning Commission Minutes - 7 - May 18, 2005 these recommendations, he is somewhat uncomfortable making a blanket statement that he supports everything that is in the "Comments and Recommendations for CVRC" document. Cmr. Hall recommended changing the title of the document to read "Comments and Considerations for CVRC". Motion(s) and comments by the Desil:n Review Committee. Member Alberdi stated that for the most part he concurs with the motion and comments made by the Planning Commission. Mr. Alberdi further indicated that the overall review process is not the issue, but rather, the lack of not having the General Plan in place. With guidelines in place, i.e. the General Plan, it allows these Commissions to review projects with those guidelines and a clear understanding of where the City wants to go. MSC (Alberdi/Magallon) (3-0-2-0) that the Design Review Committee concurs with the motion made by the Planning Commission as stated above. Motion carried. Motion(s) and comments by the Resource Conservation Commission. MSC (ChavezlThomas) (6-0-1-0) that the Resource Conservation Commission concurs with the motion made by the Planning Commission as stated above. Motion carried. Member Chavez stated that staff was asked to provide evidence that the commissions have ever been a significant delay factor for projects moving forward, and that in the absence of such evidence, one would question the need to streamline, repair or replace the process. Additionally, the bylaws/ordinance states that the CVRC CEO would have the power to assign City staff, perhaps to the exclusion of others. Mr. Chavez indicated that, in his opinion, this gives too much power for that function or that position and there needs to be more checks and balances. Member Thomas recommended that the three commissions make one collective motion endorsing article 1 with respect to the composition of the RAC as stated under the "Recommendations for RAC" and forward that as a motion to the City Council. MSC (Thomas/Bensoussan) (6-0-1-0) that the Resource Conservation Commission recommends Article #1. of the "Recommendation for RAC" to the City Council for their consideration. Motion carried. MSC (Araiza/Alberdi) (3-0-2-0) that the Design Review Committee recommends Article #1. of the "Recommendation for RAC" to the City Council for their consideration. Motion carried. Planning Commission Minutes - 8 - Di:eAF1 May 18, 2005 MSC (Madrid/Hall) (4-3) that the Planning Commission recommends Article #1 of the "Recommendation for RAC" to the City Council for their consideration. Motion failed. Cmr. Hom pointed out that as stated in an earlier motion, he is in support of forwarding for the City Council's consideration the "Comments and Considerations for CVRe" document, which contains both recommendations for the composition of the RAC, however, he does not support Article #1, and actually favors the Alternate Proposal for Makeup of RAC, therefore, he will vote against the motion. Cmr. O'Neill stated that, in his opinion, the recommendation in the motion is premature and believes that there is a process that is yet to come that will determine the composition of the RAC, therefore, he too will vote against the motion. Cmr. Felber stated that he concurs with Cmr. Hom and O'Neill's comments. Ultimately, he may end up agreeing with Article #1, however, at this point, he would like the opportunity to make a more-informed decision by allowing the process to get to that point of soliciting input and/or hearing the recommendations from staff. Cmr. Tripp stated that in the spirit of cooperativeness, he is supportive of the earlier motions, however, he doesn't see the need to further drive this issue, which as previously stated, may be premature. Member Araiza stated that as a member of the Design Review Committee, for the record, he would like to stated he is very disappointed in what he believe is a lack of support and solidarity on the part of the Planning Commission. Cmr. Chavez stated that as a member of the Resource Conservation Commission he echoes Member Araiza's previous comment. Meeting adjourned at 9:20 p.m. Minutes prepared by: Diana Vargas, Secretary to the Planning Commission J:\Planning\DIANA\PC Minutes 2-09-oS\joint Minutes PGDRC-RCC re SOl c3.doc .JOINT REDEVELOPMENT AGENCY/CITY COUNCIL May 24, 2005 ALTERNATIVE DOCUMENTS 1. Bylaws of Chula Vista Redevelopment Corporation 2. Chula Vista Redevelopment Corporation Operating Agreement 3. Ordinance Adding Chapter 2.55 to the Chula Vista Municipal Code Establishing the Chula Yista Redevelopment Corporation to Support the Planning and Redevelopment Activities of the City and the Chula Vista Redevelopment Agency Within Designated Areas of the City 4. Resolution of the City Council of the City Of Chula Vista Designating Territories and Geographic Areas Within the City Of Chula Vista Redevelopment Corporation has Authority to Exercise Planning and Redevelopment Functions 5. Resolution of the Redevelopment Agency of the City Of Chula Vista Amending Resolution No. 1 Which Adopted Certain Rules and Regulations for Said Redevelopment Agency BYLAWS OF CHULA VISTA REDEVELOPMENT CORPORATION a California Nonprofit Public Benefit Corporation ARTICLE I ARTICLE II Section 1. Section 2. ARTICLE III Section 1. Section 2. ARTICLE IV ARTICLE V ARTICLE VI Section 1. Section 2. ARTICLE VII Section 1. Section 2. Section 3. Section 4. Section 5. ARTICLE VIII Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. ARTICLE IX Section 1. Section 2. Section 3. Section 4. ARTICLE X Section 1. 131/023920-0001 582997.02 a04/20/05 TABLE OF CONTENTS Pal!:e NAME ......................................................................................................1 OFFICES .................................................................................................1 Principal Office .......................................................................................1 Other Offices ...........................................................................................1 PURPOSES AND OBJECTIVES.......................................................... 1 Specific Purpose ......................................................................................1 General Purposes .................................................................................... 2 NONP ARTISAN ACTIVITIES.............................................................2 DEDICATION OF ASSETS ..................................................................2 MEMBERS..............................................................................................3 Directors as Members.............................................................................3 Meetings ............................................,......................................................3 DIRECTORS...........................................................................................3 Powers. .....................................................................................................3 Number and Qualification of Directors. ...............................................3 Designation and Term of Office ofIndependent Directors................. 4 Directors' Meetings................................................................................. 5 Compensation .......................................................................................... 6 OFFICERS ..............................................................................................6 Officers .....................................................................................................6 Resignation of Officers ...........................................................................6 Vacancies in Office..................................................................................7 Chair of the Board .................................................................................. 7 Chief Executive Officer .......................................................................... 7 Secretary .................................................................................................. 7 Chief Financial Officer ........................................................................... 7 General Counsel...................................................................................... 8 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS .............................................................8 Right of Indemnity ..................................................................................8 Approval of Indemnity ...........................................................................8 Advancement of Expenses...................................................................... 9 Insurance ................................................................................................. 9 RECORDS AND REPORTS .................................................................9 Maintenance of Corporate Records ......................................................9 -1- Section 2. Section 3. Section 4. ARTICLE XI Section 1. Section 2. Section 3. ARTICLE XII Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. ARTICLE XIII 131/023920-0001 582997.02 a04/20/05 Paee Inspection by Directors...........................................................................9 Independent Audit and Annual Report ................................................ 9 Annual Statement of Certain Transactions and Indemnifications....................................................................................1 0 COMPLIANCE WITH LA WS............................................................ll Application of Political Reform Act ....................................................11 Application of Government Code Section 1090.................................11 Compliance with Other Laws ..............................................................11 GENERAL CORPORATE MATTERS .............................................11 Fiscal Year .............................................................................................11 CVRC Budget........................................................................................11 Redevelopment Agency Priorities and Budget................................... 12 Investment Policy; Money Manager ...................................................12 Checks, Drafts, Evidence of Indebtedness.......................................... 12 Corporate Contracts and Instruments................................................ 12 Construction and Definitions ...............................................................12 Compliance With Public Records Act................................................. 12 AMENDMENTS ...................................................................................12 -11- BYLAWS OF CHULA VISTA REDEVELOPMENT CORPORATION a California Nonprofit Public Benefit Corporation ARTICLE I NAME The name of this corporation shall be the CHULA VISTA REDEVELOPMENT CORPORATION. ARTICLE II OFFICES Section 1. Principal Office. The principal office for the transaction of the business of the corporation ("principal executive office") is located at 245 Fourth Avenue, Chula Vista, State of California. The directors may change the principal office from one location to another in the City of Chula Vista. Any change of this location shall be noted by the secretary on these Bylaws opposite this section, or this section may be amended to state the new location. Section 2. Other Offices. The board of directors may at any time establish branch or subordinate offices at any place or places in the City of Chula Vista where the corporation is qualified to do business. ARTICLE III PURPOSES AND OBJECTIVES Section 1. Specific Purpose. The specific and primary purpose of this corporation is to carry out planning and redevelopment activities within such geographical area(s) of Chula Vista as the Chula Vista City Council may designate from time to time by ordinance or resolution, including: (a) the conduct of delegable functions and responsibilities of the Planning Commission and the Redevelopment Agency of the City ofChula Vista; (b) the development of recommendations to the City Council and Redevelopment Agency of the City of Chula Vista regarding non-delegable actions of those governing bodies; (c) the conduct of the functions and responsibilities of the Resource Conservation Commission and the Design Review Committee of the City of Chula Vista; and (d) the development of recommendations regarding the strategic priorities to be programmed by the Redevelopment Agency of the City of Chula Vista through its annual budget. 13]/023920-0001 582997.02a04/20/05 (e) This corporation is organized and shall be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). Section 2. following: General Purposes. The general purposes of this corporation are the (a) to receive, hold, and disburse gifts, bequests, devises, and other funds to advance the specific and primary purpose of this corporation; (b) to own, lease, and maintain suitable real and personal property which is deemed necessary to accomplish the specific and primary purpose of this corporation; and (c) to enter into, make, and perform, and carry out contracts which are deemed necessary to accomplish the specific and primary purpose of this corporation. ARTICLE IV NONPARTISAN ACTIVITIES This corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of this corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and this corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote. This corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of its purposes and objectives described above. Notwithstanding the foregoing sentence, this corporation shall be subject to all applicable State and Federal laws governing the conduct of local governmental entities, including but not limited to the laws described in Article XI below. ARTICLE V DEDICATION OF ASSETS The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member hereof or to the benefit of any private person. Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all of its debts and liabilities shall be distributed to the Redevelopment Agency of the City of Chula Vista provided that it is then an organization described in Section l70( c)(I) of the Code or the corresponding provision of any future United States internal revenue law; and if not, such assets shall be distributed to a nonprofit fund, foundation or corporation designated by the board of directors which is organized and operated exclusively for charitable, educational or scientific purposes and which has established its tax exempt status under Section 501(c)(3) of the Code or the corresponding provision of any future United States internal revenue law. 131/023920-0001 582997.02 a04/20/05 -2- ARTICLE VI MEMBERS Section 1. Directors as Members. This corporation shall have no members. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the board of directors, as authorized by Section 5310 of the California Nonprofit Corporation Law. Section 2. Meetinl!s. There shall be no meetings of members as such. The persons constituting the board of directors may, at any given time and from time to time, act in their capacity as members pursuant to Section I of this Article VI, at meetings of the board of directors held as provided in Section 4 of Article VII of these Bylaws. ARTICLE VII DIRECTORS Section 1. Powers. (a) General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the articles of incorporation and these Bylaws, the business and affairs of this corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the board of directors; provided, however, that in order to preserve the nonprofit, exempt-from-income-tax status of this corporation, neither the board nor any member thereof shall do any act, or authorize or suffer the doing of any act by an officer or employee of this corporation, on behalf of the corporation, which is inconsistent with the articles or these Bylaws or the nonprofit purpose of this corporation. Any such act or acts shall be null and void. (b) Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to: (i) Change the principal office from one location to another in the City of Chula Vista, California; and designate any place within Chula Vista, California, for the holding of any meeting or meetings. (ii) Adopt, make, and use a corporate seal; and alter the form of the seal. (iii) Subject to approval by a majority of the City-Directors, borrow money and incur indebtedness on behalf of this corporation and cause to be executed and delivered for this corporation's purposes and objectives, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. Section 2. Number and Qualification of Directors. (a) Number of Directors; Increase. The number of directors shall be nine (9), five (5) of whom shall be the duly elected or appointed and qualified members of the City 131/023920-0001 582997.02 a04/20/05 -3- Council of the City ofChula Vista ("Citv-Directors"). The City-Directors shall serve as the initial board of directors until such time that the Chula Vista City Council designates and appoints one or more Independent Directors pursuant to Section 3 of this Article VII. The number of directors may be increased by resolution of the board of directors and subject to the approval by the City Council of the City of Chula Vista. Section 3. Desi2Dation and Term of Office of Independent Directors. (a) All directors other than the City-Directors ("Independent Directors") shall be designated and appointed by the City Council of the City of Chula Vista. Unless removed by the Chula Vista City Council pursuant to Section 3(f) of this Article VII, each Independent Director shall hold office until a successor has been appointed and qualified. (b) criteria: The Independent Directors shall be designated based on the following (i) One Independent Director shall be a member of the public with expertise and experience in the field of either architecture or environmental planning; (ii) One Independent Director shall be a member of the public with expertise and experience in the field of either real estate development or business; (iii) One Independent Director shall be a community leader and/or a member of the public with expertise and experience in the fields of either finance or education; (iv) One Independent Director shall be a member of the public with expertise and experience in the field of civil engineering, urban planning and/or design, or science. (c) The City Council of 1he City of Chula Vista shall initially designate Independent Directors identified above in (b )(i) and (b )(ii) to serve an initial nominal four-year term, and Independent Directors identified above in (b )(iii) and (b )(iv) to serve an initial nominal two-year term, terminating on June 30th of the fourth and second year, respectively. After the completion of the initial terms of office, each Independent Director's term of office shall be four years. (d) After the completion of the initial term of office, each Independent Director may be re-appointed by the City Council of the City of Chula Vista. There shall be no limit on the number of terms that an Independent Director may serve on the board of directors. (e) Events Causing Vacancv on the Board. A vacancy or vacancies on the board of directors shall be deemed to exist on the occurrence of any of the following: (i) the death, resignation, or removal of any Independent Director, (ii) the declaration by resolution of the board of directors of a vacancy of the office of Independent Director 131/023920-0001 582997.02 a04/20/05 -4- who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached any duty under Article 3 of Chapter 2 of the California Nonprofit Corporation Law, (iii) the vote of a majority of the City Council of the City of Chula Vista to remove an Independent Director with or without cause; (iv) the expiration of the term of an Independent Director who is not re-appointed to a subsequent term of office, (v) the increase of the authorized number of directors, or (vi) the failure of the City Council of the City of Chula Vista, at any meeting of such City Council at which any Independent Director or Directors are to be appointed, to appoint the number of Independent Directors to be appointed at such meeting. (t) Resignations and Removals. Except as provided in this paragraph, any Independent Director may resign by giving written notice to the chair of the board, or to the chief executive officer or the secretary of the board. The resignation shall be effective when notice is given unless the notice specifies a later time for the resignation to become effective. Independent Directors serve at the pleasure of the City Council of the City of Chula Vista; and the City Council of the City of Chula Vista may, by majority vote, at any time remove any Independent Director for any reason. (g) Filling Vacancies. Vacancies in the office of Independent Director shall be filled by the City Council of the City of Chula Vista. Unless removed pursuant to Section 3(t) of this Article VII, each Independent Director so designated or elected shall hold office until a successor has been elected and qualified. (h) No Vacancv on Reduction of Number of Directors. Subject to any other provisions of these bylaws, no reduction of the authorized number of directors shall have the effect of removing any Independent Director before that Director's term of office expires. Section 4. Directors' Meetinl!:s. (a) Place of Meetings. Meetings of the board of directors may be held at any place within the City of Chula Vista that has been designated from time to time by resolution of the board or in the notice of the meeting. In the absence of such designation, meetings shall be held at the principal office of this corporation. (b) Annual Meeting. The annual meeting of the board of directors shall be held each year on a date and at a time designated by the board of directors. The date so designated shall be within fifteen (15) months after the last annual meeting. At each annual meeting directors subject to election shall be elected, officers shall be elected and any other proper business may be transacted. (c) Other Regular Meetings. Other regular meetings of the board of directors may be held at such time and place as shall from time to time be fixed by the board of directors. (d) Special Meetings. Special meetings of the board of directors for any purpose or purposes may be called at any time by the chair of the board, the chief 131/023920-0001 582997.02a04/20/05 -5- executive officer, or the secretary, or any two (2) directors. Notice of the time and place of special meetings shall be given to each director in accordance with the Ralph M. Brown Act, California Government Code Section 54950, et seq., ("Brown Act") (e) Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority ofthe directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the more stringent provisions of these Bylaws, the articles of incorporation, and the California Nonprofit Corporation Law, including, without limitation, those provisions in these Bylaws and the articles of incorporation relating to (i) the investment and management of the funds of this corporation, (ii) the veto power over expenditures vested in the City-Directors, and those provisions of the California Nonprofit Corporation Law relating to a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, b) appointment of committees, and c) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. (f) Adiournment. A maJonty of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. (g) Notice of Adiournment. Notice of the time and place of holding an adjourned meeting shall be given in accordance with the Brown Act. (h) Open Meeting Law Compliance. Notwithstanding any other provision of these Bylaws, including but not limited to this Section 4 and Section 5 of Article VII, the corporation shall be subject to, and comply with, all of the provisions of the Brown Act; and the board of directors shall be deemed to be a "legislative bodv" as defined by the Brown Act. Section 5. Compensation. Directors may receive such compensation for their services and reimbursement for costs and expenses incurred in service to the corporation, as may be fixed or determined by resolution of the City Council of the City of Chula Vista, as may be amended from time to time by the City Council. ARTICLE VIII OFFICERS Section 1. Officers. The officers of this corporation shall be a chair of the board of directors, a chief executive officer, a secretary, a chief financial officer, and a general counsel. Any number of offices may be held by the same person, except that neither the secretary nor the chief financial officer may serve concurrently as the chair of the board. Section 2. Resil!:nation of Officers. Any officer may resign at any time by giving written notice to the board of directors. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any 131/023920.0001 58299702 a04/20/05 -6- resignation is without prejudice to the rights, if any, of this corporation under any contract to which the ofiicer is a party. Section 3. Vacancies in Office. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these Bylaws for regular appointment to that office. Section 4. Chair of the Board. The chair of the board of directors shall be the person serving as the duly elected or appointed and qualified mayor of the City of Chula Vista. The chair shall preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the board of directors or prescribed by the Bylaws. Section 5. Chief Executive Officer. The chief executive officer shall be the dulv appointed or designated Executive Director of the Redevelopment Agencv. person appoimed by the City Manager of the City of Chula Vista, and ratified BY the City COlclIlcil. The chief executive officer shall, subject to the control of the board of directors, generally supervise, direct, and control the business of the corporation, as set forth in these Bylaws. The chief cxeeative ofiieer shall have the power to assign staff of the City of ChHla Vista ana the Redevelopment ,'.geney ()f the City ()f Cffitla Vista to perform sCr'iiees for the Benefit ()f the eorporation. The chief executive officer shall have such other powers and duties as may be prescribed by the board of directors or the Bylaws. Section 6. Secretary. The secretary shall be the person appointed by the chief executive ofiicer. The secretary shall attend to the following: (a) Book of Minutes. The secretary shall keep or cause to be kept, at the principal office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of the board of directors, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at such meetings, the number of directors present or represented at directors' meetings, and the proceedings of such meetings. (b) Notices, Agendas, Seal and Other Duties. The secretary shall give, or cause to be given, notice of all meetings of the board of directors required by the Bylaws or by law to be given, including but not limited to the agenda requirements of the Brown Act. The secretary shall keep the seal of the corporation in safe custody. The secretary shall have other powers and perform such other duties as may be prescribed by the board of directors or the Bylaws. Section 7. Chief Financial Officer. The chief financial ofiicer shall be the person serving as the duly appointed Director of Finance of the City of Chula Vista, or his or her designee. The Chief Financial Officer shall attend to the following: (a) Books of Account. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of this corporation. The chief financial officer shall send or cause to be given to the directors such financial statements and reports as 131/023920-0001 582997.02a04/20/05 -7- are required to be given by law, by these Bylaws, or by the board. The books of account shall be open to inspection by any director at all reasonable times. (b) Corporate Budget and Audit. The Chief Financial Officer shall be responsible for preparing and implementing the corporation's annual budget, and reviewing the annual audit of the corporation's books and accounts. (c) Deposit and Disbursement of Monev and Valuables. The chief financial officer shall deposit and manage all money and other valuables in the name and to the credit of this corporation with such depositories as may be designated by the board of directors and the chief financial officer shall disburse the funds of this corporation as may be ordered by the board of directors, in accordance with the provisions of these Bylaws. The chief financial officer shall render to the chief executive officer and directors, whenever they request it, an account of all transactions effected by the chief financial officer and of the financial condition of this corporation. The chief financial officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or the Bylaws. (d) Bond. If required by the board of directors, the chief financial officer shall give this corporation a bond in the amount and with the surety or sureties specified by the board of directors for faithful performance of the duties of such office and for restoration to this corporation of all its books, papers, vouchers, money, and other property of every kind in the possession or under control of the chief financial officer on such officer's death, resignation, retirement, or removal from office. The corporation shall pay the costs of acquiring, and the annual premiums on, such bond. Section 8. General Counsel. The general counsel to the corporation shall be the person serving as the duly appointed or designated City Attorney of the City of Chula Vista, or his or her designee. The General Counsel shall advise the corporation's board and officers, oversee legal compliance of corpora1ion activities, approve as to form all legal documents approved or entered into by the corporation, and prepare all legal documents on behalf of the corporation. ARTICLE IX INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES. AND AGENTS Section 1. Ril!:ht of Indemnitv. To the fullest extent permitted by law, this corporation shall indemnify any present or former director, officer, employee or other "agent" of the corporation, as that term is defined in Section 5238 of the California Nonprofit Corporation Law, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection wi1h any "proceeding," as that term is used in that Section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code. Section 2. Approval of Indemnitv. On written request to the board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations 131/023920-0001 582997.02a04/20/05 -8- Code, the board shall promptly determine under Section 5238( e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the board shall authorize indemnification. If the board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the board shall promptly call a meeting of members. At that meeting, the members shall determine under Section 5238(e) ofthe California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification. Section 3. Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under Sections 5238(b) or 5238(c) of the California Corporations Code in defending any proceeding covered by those Sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses. Section 4. Insurance. The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's, director's, employee's, or agent's status as such. ARTICLE X RECORDS AND REPORTS Section 1. Maintenance of Corporate Records. The corporation shall keep: Adequate and correct books and records of account; and (a) (b) Written minutes of the proceedings of its board and committees of the board. Section 2. Inspection bv Directors. Every director shall have the absolute right at any reasonable time to inspect the corporation's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents. Section 3. Independent Audit and Annual Report. The corporation shall cause an independent annual financial audit and annual report to be sent to the directors for review, and be presented to the Chula Vista City Council, within six (6) months after the close of the corporation's fiscal year. That audit and report shall contain the following information, in appropriate detail, for the fiscal year: ]311023920-0001 582997_02 a04/20/05 -9- (a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year. (b) The principal changes in assets and liabilities, including trust funds. (c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes. (d) The expenses or disbursements of the corporation for both general and restric1ed purposes. (e) Any information required by Section 4 below. The annual independent audit and annual report shall be accompanied by any report on it of independent accountants. Section 4. Annual Statement of Certain Transactions and Indemnifications. As part of the annual report to all directors, or as a separate document if no annual report is issued, the corporation shall annually prepare and furnish to each director a statement of any transaction or indemnification of the following kind within one hundred twenty (120) days after the end of the corporation's fiscal year: (a) Any transaction (i) in which the corporation, its parent, or its subsidiary was a party, (ii) in which an "interested person" had a direct or indirect material financial interest, and (iii) which involved more than Fifty Thousand Dollars ($50,000.00), or was one of a number of transactions with the same interested person involving, in the aggregate, more than Fifty Thousand Dollars ($50,000.00). For this purpose, an "interested person" is either of the following: (i) Any director or officer of the corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or (ii) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated. (b) Any indemnifications or advances aggregating more than Ten Thousand Dollars ($10,000.00) paid during the fiscal year to any officer or director of the corporation under Article IX of these Bylaws, unless that indemnification has already been approved by the directors under Section 5238( e) (2) of the California Corporations Code. 131/023920-0001 582997.02 a04/20/05 -10- ARTICLE XI COMPLIANCE WITH LAWS Section 1. ADDlication of Political Reform Act. Notwithstanding any other provision of these Bylaws, the corporation shall be subject to, and comply with, all of the provisions of the Political Reform Act of 1976, Government Code Section 81000, et seq, ("PRA"), as amended from time to time. The corporation shall be deemed to be an "agencv," and each director and officer shall be deemed to be a "designated emplovee," as defined in the PRA. Each director and officer shall be subject to the conflict of interest reporting and disqualification requirements of the PRA. The board of directors shall adopt, periodically review, and, if necessary, amend, a "conflict of interest code" as such term is defined in the PRA. Section 2. ADDlication of Government Code Section 1090. City-Directors shall be subject to the provisions of California Government Code section 1090, et seq. ("Section 1090"), as amended from time to time, and the corporation shall be deemed a "bodv" of which the City- Director is a member. No Independent Director shall be financially interested in any contract made by him or her in his or her official capacity as a director or by the corporation. Nor shall any Independent Director be a purchaser at any sale or vendors at any purchase made by him or her in his or her official capacity as a director or made by the board of directors. The prohibitions in this Section 2 shall be interpreted in the same manner as the prohibitions contained in Section 1090. Section 3. ComDliance with Other Laws. This corporation and its officers shall be subject to all applicable local, State and Federal laws, and all charter provisioHs, ordinances and resolutions of the City of Chula Vista, including those governing the conduct of bodies, commissions and committees of the City and members of such bodies, commissions and committees. ARTICLE XII GENERAL CORPORATE MATTERS Section 1. Fiscal Year. The fiscal year of this corporation shall commence on July I and conclude on the immediately following June 30. Section 2. CYRC Budl!et. Prior to the commencement of each fiscal year of this corporation, the board of directors shall adopt a budget setting forth the estimated capital, operating and other expenditures required in connection with, and estimated receipts from, the activities of the corporation for such fiscal year; provided, however, that during its first fiscal year, the board of directors shall adopt a budget for that initial year within four months of the first meeting of the board of directors. No budget shall become effective unless and until approved by the City Council of the City of Chula Vista. No expenditure may be made or obligation incurred which, when added to any other expenditure or obligation for the fiscal year of the corporation, exceeds the budget for that fiscal year by more than $5,000.00 or any line item specified in the budget by more than five percent (5%), without the prior approval of a majority of the City-Directors. 131/023920-0001 582997.02 a04/20/05 -11- Section 3. Redevelopment Ae:encv Priorities and Bude:et. Prior to the commencement of each fiscal year of the Redevelopment Agency, the board of directors shall make recommendations to the Redevelopment Agency of the City ofChula Vista for its strategic priorities, budget, and work plan. Section 4. Investment Policv: Monev Manae:er. The board of directors shall adopt and annually review and, if necessary, amend an investment policy for the corporation. Neither the investment policy nor any amendment thereof shall be deemed adop1ed by the board of directors unless a majority of the City-Directors approve such investment policy or amendment. Section 5. Checks, Drafts, Evidence of Indebtedness. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to this corporation, shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by resolution of the board of directors. Such resolution shall require the approval of the board of directors, including a majority of the City- Directors. Section 6. Corporate Contracts and Instruments. The board of directors, including a majority of the City Directors, and except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of this corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind this corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Section 7. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction ofthese Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a legal entity and a natural person. Section 8. Compliance With Public Records Act. The Corporation shall comply with and be subject to the provisions of the California Public Records Act, California Government Code Section 6250 et. seq. The Corporation shall be deemed a "Local Agencv" as that term is used in the California Public Records Act, and as such, shall be subject to all obligations and exemptions under the California Public Records Act. ARTICLE XIII AMENDMENTS New Bylaws may be adopted or these Bylaws may be amended or repealed by the City Council of the City ofChula Vista. 131/023920-0001 582997.02a04f20/05 -12- CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify: I. That I am the duly elected and acting Secretary of: CHULA VISTA REDEVELOPMENT CORPORA nON a California Nonprofit Public Benefit Corporation 2. That the foregoing Bylaws, comprising thirteen (13) pages, constitute the Bylaws of said corporation as duly adopted at a meeting of the Board of Directors of the Corporation held on IN WITNESS WHEREOF, I have hereunto subscribed my name this _ day of ,2005. 131/023920-0001 582997.02a04/20/05 -13- CHULA VISTA REDEVELOPMENT CORPORATION OPERATING AGREEMENT This Operating Agreement ("Agreement"), dated , 2005, is entered into by and between the CITY OF CHULA VISTA, a charter municipal corporation of the State of California ("City"), the REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a redevelopment agency formed and operating under Health and Safety Code S 33000, et seq. ("Agency"), and the CHULA VISTA REDEVELOPMENT CORPORATION, a California nonprofit public benefit corporation ("Corporation"). RECITALS (A) On ,2005, the City Council of the City authorized the creation of the Corporation, and adopted City Ordinance No. , establishing the Corporation to support the planning and redevelopment activities of the City and the Agency within designated areas of Chula Vista; (B) The City, Agency and Corporation jointly agree that the Corporation's planning and support functions on behalf of the City and Agency presently can most efficiently and effectively be provided through existing employees of the City and Agency, rather than by the Corporation hiring its own employee force; and (C) The City, Agency and Corporation jointly desire to enter into this Agreement to formalize the functions and activities to be provided by the Corporation to the City and the Agency, and to document the Corporation's use of City and Agency resources to accomplish those functions. NOW, THEREFORE, in reliance upon the facts recited above, and the covenants, conditions and premises contained herein, the parties hereto agree as follows: I. Corporation Functions on Behalf of Citv and Agency. The Corporation shall perform planning and redevelopment support functions on behalf of and for the City and the Agency within those areas of Chula Vista designated by resolution of the Chula Vista City Council, and in accordance with the bylaws approved by the City (as such bylaws made from time to time be amended by the Corporation) and Chapter 2.55 of Title II of the Chula Vista Municipal Code. In performing such planning and redevelopment support functions, the Corporation shall comply with all applicable provisions ofthe Chula Vista Municipal Code. 2. Citv Support to Corporation. In consideration for the Corporation's services as set forth in Paragraph I, and at the request of the Corporation, the City shall endeavor to provide sufficient support (by way of staff employees, services and supplies, and funding) to allow the Corporation to carry out its functions and activities. Those Citv staff assigned bv the Citv Manager to support the Corporation shall report and be accountable to the Chief Executive Officer of the Corporation. 131/023920-0001 583450.01a05/24/05~ 3. Agency Support to Corporation. In consideration for the Corporation's services as set forth in Paragraph I, and at the request of the Corporation, the Agency shall endeavor to provide sufficient support (by way of staff employees, services and supplies, and funding) to allow the Corporation to carry out its functions and activities. Those Agency staff assigned by the City Manager to support the Corporation shall report and be accountable to the Chief Executive Officer of the Corporation. 4. Defense and Indemnification of Corporation. By this Agreement, the City and Agency each agree to defend, indemnify and hold harmless the Corporation, together with its directors, officers, employees, agents and representatives ("Corporation-Related Parties"), from any and all actions, suits, claims, demands, judgments, attorneys' fees, costs, damages to persons or property, losses, obligations, expenses or liabilities that may be asserted or claimed by any person or entity arising out of the acts or omissions of the Corporation or any Corporation- Related Party that are within the scope of the Corporation's activities as described in this Agreement and Chapter 2.55 of the Chula Vista Municipal Code. 5. Resolution of Disputes with City. In the eyent of any conflict or dispute between the City and the Corporation or the Agency with respect to the interpretation of this Agreement, or the functions or activities of the Corporation or the Agency as they relate to the City, such dispute shall be submitted to the Chula Vista City Council for its binding and final determination. 6. Resolution of Disputes with Agency. In the event of any conflict or dispute between the Agency and the Corporation with respect to the interpretation of this Agreement, or the functions or activities of the Corporation as they relate to the Agency, such dispute shall be submitted to the governing board ofthe Agency for its binding and final determination. 7. Discrimination Prohibited. In connection with its functions and activities on behalf of the City and the Agency, the Corporation shall not discriminate against any person on account of race, color, creed, religion, sex, marital status, national origin or ancestry. Further, the Corporation agrees to comply with the terms of the Americans With Disabilities Act of 1990, 42 USC S 12101, et seq., as the same may be amended from time to time. 8. Waiver of Breach. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing. 9. Construction and Amendment. The terms ofthis Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against any party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections of this Agreement are for convenience or reference only, and shall not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. This Agreement may only be amended by the mutual consent of the parties hereto by an instrument in writing. 131/023920-0001 583450,Ola05!24!05~ -2- 10. Entire Agreement. This Agreement represents the final and complete Agreement of the City, Agency and Corporation with respect to all matters covered by this Agreement, and supersedes any prior oral or written understandings regarding the same. II. Assignment. This Agreement may not be assigned without the prior written approval of all of the parties hereto, which approval may be withheld in the sole and absolute discretion of any party. Subject 10 the foregoing sentence, this Agreement, and the rights and obligations herein, shall inure to the benefit of, and be binding upon, each of the parties and their respective approved successors and assigns. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first written above. CITY OF CHULA VISTA By Mayor Attest: City Clerk Approved As To Form: City Attorney REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA By Chairman Attest: Agency Clerk CHULA VISTA REDEVELOPMENT CORPORATION By Chairman 131/023920.000 I 583450.0]a05124/05~ -3- By 131/023920-0001 583450.01a05/24/05~ Secretary -4- ORDINANCE NO. AN ORDINANCE ADDING CHAPTER 2.55 TO THE CHULA VISTA MUNICIPAL CODE ESTABLISHING THE CHULA VISTA REDEVELOPMENT CORPORATION TO SUPPORT THE PLANNING AND REDEVELOPMENT ACTIVITIES OF THE CITY AND THE CHULA VISTA REDEVELOPMENT AGENCY WITHIN DESIGNATED AREAS OF THE CITY WHEREAS, on February 3, 2004, the City Council and Redevelopment Agency directed staff and consultants to prepare an analysis and discussion paper on the creation of a non-profit corporation to assist the City in planning and redevelopment activities; and WHEREAS, two facilitated workshops were held on the formation of such a non- profit corporation; and WHEREAS, a report evaluating four corporate structural alternatives was prepared and presented to the City Council and Redevelopment Agency; and WHEREAS, on November 23,2004, based upon a staff report presented to the City Council which built upon the conclusions and recommendations from the workshops, the City Council and Redevelopment Agency adopted a resolution: (i) authorizing the formation of a non-profit public benefit corporation for the purposes of conducting redevelopment and planning activities, (ii) directing staff to prepare the necessary legal documents for the formation of such a corporation, and (iii) appropriating an interim operating budget and compensation schedule for the corporation and its board of directors; and WHEREAS, it is in the best interest of the City to establish the purposes, powers, composition and operating rules and regulations of such non-profit corporation in the Chula Visa Municipal Code. NOW, THEREFORE, the City Council of the City ofChula Vista hereby ordains as follows: SECTION 1: Chapter 2.55 is hereby added to Title 2 (Administration and Personnel) of the Chula Vista Municipal Code, to read as follows: Chapter 2.55 Chula Vista Redevelopment Corporation 2.55.010 Creation Authorized. The creation and formation of the Chula Vista Redevelopment Corporation is hereby authorized. 2.55.020 Purpose and Intent. It is the purpose and intent ofthe city council in establishing the Chula Vista Redevelopment Corporation to create a separate entity to serve as a resource to, and to advise and make recommendations to, the city council and redevelopment agency regarding planning and redevelopment of designated territories and areas of the city. The corporation shall assume certain powers and responsibilities with respect to planning and redevelopment that were previously delegated or assigned to the Chula Vista Redevelopment Agency and the planning and resource conservation commissions, and the design review committee, of the city. 2.55.030 Territory Subject to Corporation Activities. The corporation shall exercise its powers and functions over such territories or geographic areas of the city as the city council may from time to time designate by resolution or ordinance. 2.55.040 Functions and Duties. The specific functions and duties of the corporation shall be as set forth in Sections 2.55.050 through 2.55.080, and in the corporation's bylaws approved by the city council, as such bylaws may from time to time be amended in accordance with its procedures. 2.55.050 Previous Planning Commission Functions A. Legislative Activities. In addition to the exercise by the Planning Commission of advisory powers and functions with respect to legislative actions within its subject matter jurisdiction, the corporation shall review and make recommendations to the city council on all legislative planning items to the extent that the items relate to those geographic areas of the City that the city council designates as areas within which the corporation has the authority to exercise planning and redevelopment functions and within the Urban Core Specific Plan Area. These advisory powers and functions of the corporation shall be in addition to, and not in lieu of, the advisory powers and functions of the planning commission with respect to legislative planning matters. B. Administrative Activities. The corporation shall assume the functions of the planning commission with respect to administrative and quasi- judicial items that relate to lands or uses within the geographic areas of the City that the city council designates as areas within which the corporation has the authority to exercise planning and redevelopment functions. Any action by the corporation under this paragraph shall be subject to appeal to the City Council pursuant to Chapter 19.12 or Chapter 19.14, as applicable, of the Municipal Code. 2.55.060 Previous Redevelopment Agency Functions. Notwithstanding any provisions of Chapter 2.24, the corporation shall have responsibility as follows: A. Recommendations. With respect to consideration of owner participation agreements, disposition and development agreements, and other approvals and agreements requiring expenditure of funds (other than solely the funds of the corporation), regulations, and other legislative functions or activities (such as eminent domain, issuance of bonds, and other financial transactions not involving solely the funds of the corporation) relating to lands or uses within those geographic areas of the City that the city council designates as areas within which the corporation has the authority to exercise planning and redevelopment functions, the corporation shall transmit a recommendation on such matters to the redevelopment agency, or to the city council, as applicable. B. Approvals. Notwithstanding the provisions of2.55.060(A), with respect to consideration of exclusive negotiating agreements, replacement housing plans, and other approvals and agreements requiring expenditure of only the funds ofthe corporation, the corporation shall act on such items in accordance with the applicable provisions of the bylaws. In addition, the corporation shall assume the functions of the redevelopment agency with respect to administrative and quasi- judicial items relating to lands or uses within the geographic areas of the City that the city council designates as areas within which the corporation has the authority to exercise planning and redevelopment functions. Any action by the corporation pertaining to administrative and quasi-judicial items under this paragraph shall be subject to appeal to the City Council pursuant to Chapter 19.12 or Chapter 19.14, as applicable, of the Municipal Code. 2.55.070 Previous Resource Conservation Commission Functions Notwithstanding any provision of Chapter 2.32, the Chula Vista Redevelopment Corporation shall carry out the duties of the resource conservation commission within those geographic areas of the City that the city council designates as areas within which the Chula Vista Redevelopment Corporation has the authority to exercise planning and redevelopment functions. 2.55.080 Previous Design Review Committee Functions Notwithstanding any provision of Chapter 19.14, the Chula Vista Redevelopment Corporation shall carry out the duties of the design review committee within those geographic areas of the City that the city council designates as areas within which the Chula Vista Redevelopment Corporation has the authority to exercise planning and redevelopment functions. 2.55.090 Board of Directors' Membership. A. Number of directors. The board of directors of the corporation shall consist of nine (9) voting members, including five (5) "city directors" and four (4) "independent directors." B. City Directors. The five city directors shall be the five duly elected or appointed and qualified members of the city council then in office. C. Independent Directors. I. The four independent directors shall consist of members of the public appointed to the corporation board of directors by majority vote of the city council for four (4) year staggered terms, based upon the criteria and qualifications set forth in the corporation bylaws approved by the city council, as such bylaws may be amended from time to time. 2. The initial terms of independent directors shall be for nominal periods of two and four years, commencing upon appointment and concluding for two independent directors on June 30th of the second year ofthe term, and for the remaining two independent directors on June 30th of the fourth year of the term, unless an independent director's office becomes vacant prior to the end of such initial term. Thereafter, all independent directors shall serve for a term of four years, concluding on June 30th ofthe fourth year of the term, subject to removal or resignation pursuant to the corporation's bylaws. 3. Appointment of the independent directors to their initial nominal two-year and four-year terms shall be as determined by the Bylaws. 4. By majority vote, the city council shall have the power to remove any independent director for any reason, to reappoint any independent director to a succeeding four-year term without any limit on the number of terms served by such independent director, and to appoint any person meeting the criteria and qualifications set forth in the corporation bylaws to a vacant independent director office. Subject to the City Council's power to remove an independent director, all directors of the corporation shall hold office until a successor has been appointed and qualified. 2.55.100 Operation of the Corporation. A. Time of meetings. The regular meetings of the corporation board of directors shall be held on the second and fourth Thursdays of each month, at 6:00 P.M., and at such other dates and times as the board of directors may designate as adjourned or special meetings of the board of directors of the corporation. B. Place of meetings. Unless the corporation shall otherwise establish a meeting place in accordance with its bylaws, the meetings of the corporation board of directors shall be held at 276 Fourth A venue, in the City of Chula Vista. C. Notice of meetings. The meetings of the corporation board of directors, and notice thereof, shall be governed by the same rules and regulations by which the City Council is bound in the conduct of public meetings. D. Conduct of meetings. The conduct of meetings, including requirements for quorum, the vote required for passage of any motion, the means by which proposed actions are considered, and other matters, shall be undertaken in accordance with the bylaws approved by the city council, as such bylaws may be amended from time to time by the corporation board of directors. E. Board Operating Budget. The corporation shall annually prepare a proposed corporation board of directors operating budget, including but not limited to board director stipends, training, travel, membership, and miscellaneous expenses, and costs of audit. Upon approval by the corporation board of directors, the proposed budget shall be forwarded to the city council for consideration as part of the City's annual budget. F. Gifts and grants. Subject to approval by the City Council, the corporation may accept gifts and grants from any source to assist it in the performance of its functions. In the event that private funds or funds from other governmental agencies are made available for special projects, surveys, educational programs, or general program support, the corporation is authorized to enter into appropriate contracts for the utilization of such funds in furtherance for the purpose and intent of, and the duties of functions of, the corporation, subject to ratification of such contracts by the city council. 2.55.200 Director Compensation and Reimbursement. The city council may, by resolution, authorize and establish compensation to the board of directors of the corporation, and authorize the corporation to reimburse directors, officers and employees for actual, necessary and reasonable expenses, including mileage, incurred in the performance of their duties authorized, directed or approved by the corporation board of directors. PASSED AND ADOPTED this _ day of ,2005 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA DESIGNATING TERRITORIES AND GEOGRAPHIC AREAS WITHIN THE CITY WITHIN WHICH THE CHULA VISTA REDEVELOPMENT CORPORATION HAS THE AUTHORITY TO EXERCISE PLANNING AND REDEVELOPMENT FUNCTIONS WHEREAS, by Resolution No. 2004-383, adopted on November 23, 2004, the City Council authorized the creating of the Chula Vista Redevelopment Corporation ("Corporation") as a tax exempt, non-profit corporation for purposes of conducting redevelopment and planning activities within designated areas of the City, and directed Staff to prepare the necessary legal documents for the formation of the Corporation; and WHEREAS, on , 2005, the City Council approved the form of the Articles of Incorporation and Bylaws of the Corporation, and adopted Ordinance No. _, establishing the Corporation to support the planning and redevelopment activities of the City and the Agency, and setting forth the specific functions of the Corporation. NOW, THEREFORE, the City Council of the City of Chula Vista hereby resolves as follows: SECTION I: The Chula Vista Redevelopment Corporation shall have jurisdiction to exercise planning and redevelopment functions in accordance with Chapter 2.55 of Title 2 (Administration and Personnel) of the Chula Vista Municipal Code, with respect to the following territories and geographic areas of the City: (a) All territories within the boundaries of the Redevelopment Agency's adopted redevelopment project areas. (b ),,\11 territories within the study area of the Urban Core Specific Plan. SECTION 2: The City Council retains the discretion to modifY or augment the territories and geographical areas set forth in Section I, at any time. PASSED AND ADOPTED this day of ,2005. 1311023920-0001 585546_0Ia05124/05~ c .... U) :> c - :) .J: U .... o >- .... e_ U o w -'0 wo e:<c ..... Zw U 'W::I: W .....U..... (3 ~ZO Ill: ;: :> Z<c a.. ::I:;O- .....0_ .... ..:::>>....- ~oo '~ <:::ltl)~..... <..... '..... Z a..U..........W g~~~utI) >tI)lll:>-Z<c W~~<c;:~ o Ill: <C.....OO<C ~<c= ..... RESOLUTION NO. 2005- RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITYOF CHULA VISTA AMENDING RESOLUTION NO. I WHICH ADOPTED CERTAIN RULES AND REGULATIONS FOR SAID REDEVELOPMENT AGENCY Whereas, on October 30, 1973 the Redevelopment Agency adopted resolution 7061 directing the City Manager to formulate the rules and regulations for the operation of the Agency; and Whereas, on January 22, 1974, the Redevelopment Agency of the City of Chula Vista adopted Resolution Number I adopting certain Rules and Regulations for the Redevelopment Agency pursuant to the direction of section 33 126 of the Health and Safety Code of the State of California; and Whereas the Agency has determined certain changes need to be made to the Rules and Regulations; and Whereas, the Rules and Regulations shall be amended to have the Executive Director of the Agency appointed by the Agency and an employee of the Agency. Now therefore be it resolved the Redevelopment Agency of the City of Chula Vista hereby amends Exhibit A of Resolution Number 1 as follows: Article II - Officers 01 W-Officers - The officers of the Agency shall be the Chairman and the E)(ecHtive Director who shall be the Mayor and the Executive DirectorCity Manager of the City of Clmla Vista, respectively,. The Executive Director shall be appointed bv a majority of the Members of the Agencv. an4-tIhe terms of office for the Chairman shall correspond with the period of time that the Mayor and City Manager are~ in the service of the citizens of the City of Chula Vista. The Executive Director shall serve at the will of the maioritv of the Members of the Agencv. Executive Director mav be removed bv a maioritv vote of the Members ofthe Agencv. Article III - Personnel 01 Agency Powers - The Executive Director of the Agency shall be an emplovee of the Agencv whose salary and benefits shall be set bv resolution approved by a maioritv of the members ofthe Agencv. Signature Page to Follow Presented by: LAURIE MADIGAN DIRECTOR OF COMMUNITY DEVELOPMENT Approved as to form by: ANN MOORE CITY ATTORNEY AND AGENCY COUNSEL