OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE SACRAMENTO COUNTY REDEVELOPMENT AGENCY

OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE SACRAMENTO COUNTY REDEVELOPMENT AGENCY MEETING AGENDA November 21, 2016 3:30 PM COUNTY OF SACRAMENTO 700 H STREET, HEARING ROOM 1 SACRAMENTO, CA MEMBERS: Cory Wathen, California Community Colleges appointee Troy Givans, County of Sacramento appointee LaShelle Dozier, County of Sacramento appointee Tammy Sanchez, Sacramento County Office of Education appointee Amanda Thomas, Sacramento Metro Fire District appointee Joe Flores, County of Sacramento Public at large appointee Dr. Michael Marion Jr., City of Sacramento appointee STAFF: Chris Pahule, Oversight Board Administrator Stephanie Percival, Legal Counsel Gracie Lunceford, Financial Liaison Olga Bachylo, Accountant Marika Garcia, Secretary Kate Rose, Associate Planner ORDER OF BUSINESS I. CALL TO ORDER II. III. IV. ROLL CALL CONSENT CALENDAR 1. Approval of minutes August 15, 2016 ITEMS SCHEDULED FOR ACTION/DISCUSSION 1. Execution of a Sales and Purchase Agreement with, and Quitclaim Deed to, Major and Narinder Bain for Property at 6001 and 6009 Watt Avenue (APN 215-0080-004, -005) 2. Authorization to Execute the First Amendment to the Master Inter- Agency Project Agreement with the County of Sacramento to transfer, 1

allocate, and expend all excess bond proceeds pursuant to Health and Safety Code section 34191.4(c) V. OVERSIGHT BOARD ADMINISTRATOR S REPORT VI. VII. VIII. QUESTIONS FROM BOARD MEMBERS CITIZENS COMMENTS While the Board welcomes and encourages participation in the meetings, it would be appreciated if you would limit your comments to three minutes so that everyone may be heard. Please fill out a speaker card and present it to the Clerk if you wish to speak under Citizen Comments. Matters under the jurisdiction of the Board, and not on the posted agenda, may be addressed by the general public at this time. ADJOURNMENT To request an accommodation or alternative format for an Oversight Board meeting or printed materials, please call 916-874-1659 as soon as possible but at least three business days before the meeting. 2

OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE SACRAMENTO COUNTY REDEVELOPMENT AGENCY MEETING AGENDA August 15, 2016 3:30 PM COUNTY OF SACRAMENTO 700 H STREET, HEARING ROOM 1 SACRAMENTO, CA MEMBERS: Cory Wathen, California Community Colleges appointee Troy Givans, County of Sacramento appointee LaShelle Dozier, County of Sacramento appointee Tammy Sanchez, Sacramento County Office of Education appointee Amanda Thomas, Sacramento Metro Fire District appointee Vacant, County of Sacramento Public at large appointee Dr. Michael Marion Jr., City of Sacramento appointee STAFF: Chris Pahule, Oversight Board Administrator Stephanie Percival, Legal Counsel Gracie Lunceford, Financial Liaison Sean Stoyanowski, Accountant Marika Garcia, Secretary Kate Rose, Associate Planner ORDER OF BUSINESS I. CALL TO ORDER Meeting was called to order by Vice Chair Tammy Sanchez at 3:30PM. II. III. IV. ROLL CALL Members Present included: Cory Wathen, LaShelle Dozier, Tammy Sanchez and Amanda Thomas. CONSENT CALENDAR 1. Approval of minutes February 22, 2016 Motion to approve February 22 nd minutes made by Member Sanchez and Seconded by Member Dozier. Unanimous approval. ITEMS SCHEDULED FOR ACTION/DISCUSSION 3

1. Approval of the Amended Recognized Payment Obligation Schedule (ROPS) 2016-17 Motion to approve 2016-2017 ROPS made by Member Wathen and Seconded by Member Thomas. Unanimous approval. 2. Authorization to execute the First Amendment to the Master Inter- Agency Project Agreement with the County of Sacramento to transfer, allocate, and expend all excess bond proceeds pursuant to Health and Safety Code section 34191.4(c) Motion to execute the First Amendment to the Master Inter Agency made by Member Wathen and Seconded by Member Thomas. Unanimous approval. V. OVERSIGHT BOARD ADMINISTRATOR S REPORT Mr. Pahule gave a brief update to the Oversight Board regarding the four properties being marketed. Mr. Pahule informed the Board members that the MIAPA would need to be amended further in the future. Board members asked if any projects were identified for MIAPA funds and Mr. Pahule answered that the South Mather area effort may influence which projects are funded. He informed the Board members that he is working with Economic Development on a bond expenditure plan. Mr. Pahule also briefed the Board members on the reimbursement request from Watt Elkhorn Loan Agreement, LLC anticipated to go before the Oversight Board at the next meeting. Chris informed the Board members that Watt Elkhorn Loan Agreement, LLC is intending to pay off their loan in its entirety and then ask for a reimbursement for two years of deferred interest. VI. VII. VIII. QUESTIONS FROM BOARD MEMBERS CITIZENS COMMENTS While the Board welcomes and encourages participation in the meetings, it would be appreciated if you would limit your comments to three minutes so that everyone may be heard. Please fill out a speaker card and present it to the Clerk if you wish to speak under Citizen Comments. Matters under the jurisdiction of the Board, and not on the posted agenda, may be addressed by the general public at this time. ADJOURNMENT Meeting was adjourned by Vice Chair Tammy Sanchez at 3:44PM. To request an accommodation or alternative format for an Oversight Board meeting or printed materials, please call 916-874-1659 as soon as possible but at least three business days before the meeting. 4

County of Sacramento Successor Agency Oversight Board Agenda item: IV-1 For the Agenda of: November 21, 2016 Subject: Report Type: Contact: Execution of a Sales and Purchase Agreement with, and Quitclaim Deed to, Major and Narinder Bains for Property at 6001 and 6009 Watt Avenue (APNs 215-0080-004, And -005) Action Chris Pahule, Principal Planner, County of Sacramento (916) 874-4447 OVERVIEW The Sacramento County Successor Agency (Successor Agency) owns the 16,410 square foot vacant lot located at 6001 and 6009 Watt Avenue at Freedom Park Drive in the community of North Highlands (Property). On January 27, 2014, the Oversight Board (Board) approved the Successor Agency s Long Range Property Management Plan (Property Plan), which authorized the disposition of all of the Successor Agency owned properties, including 6001 and 6009 Watt Avenue (APNs 215-0080-004, and -005) located in North Highlands, CA 95660. Staff received a full price offer on June 29, 2016 from Major and Narinder Bains, and has also received a letter of interest to purchase the Property dated November 9, 2016 from the adjacent property owner Danco Properties/Danco Enterprises, L.P. It is recommended that the Board direct staff to continue marketing the property through the end of the year and present the offers at the January 2017 meeting for consideration. Should the Board prefer to approve the offer received, the Board could approve the attached Resolution authorizing the Successor Agency to execute the Sales and Purchase Agreement with, and Quitclaim Deed to, Major and Narinder Bains for $84,500. BACKGROUND The former Redevelopment Agency of the County of Sacramento (RACOS) made a substantial investment in the North Highlands Town Center Area, where these properties are located. Millions of dollars have been spent in making Freedom Park Drive the first Green Street in Sacramento County. In addition to the roadway investment, RACOS also provided upgrades to F. C. Joyce Elementary School and park on the east side of Watt Ave, and helped fund the development of Freedom Park and Aerospace Museum at the west end of Freedom Park Drive. Along the short stretch of Freedom Park Drive, RACOS has also helped create 84 affordable housing units at Serna Village and 90 affordable housing units at Mutual at Highlands. 5

The Property at 6001 and 6009 Watt Avenue was acquired by RACOS in 2007 through an eminent domain action to create a gateway development space at the North Highlands Town Center to compliment the above referenced RACOS investments. Although automotive related businesses were previously located at this site, environmental studies indicate that the tanks and contamination were removed prior to RACOS demolition of the blighted structure. Since acquiring the property, zoning has changed to prohibit additional automotive related businesses in the North Highlands Town Center Area. DISCUSSION Pursuant to the Successor Agency s Inter-Agency Project Agreement for the implementation of the Successor Agency s Long Range Management Plan with the County of Sacramento s Real Estate Division dated January 1, 2015, the Property has been evaluated by a third-party, certified, independent appraiser and has been marketed for sale. The Real Estate Division has undertaken the following efforts to market the Property: - A For Sale Notice and Request For Interest letter was sent to 29 different Public or Quasi-Public entities in June, 2015, with no response for this Property; - A large For Sale sign with website address and phone number was installed on the Property on June 22, 2016; - Property information and sale documents were posted at County website: www.dgs.saccounty.net/realestate, and the County Real Estate Division posted a Land For Sale flyer at its entrance; - For Sale flyers were emailed to ten individuals who inquired about available land for sale within the County of Sacramento; - There were at least11 interested parties who called after seeing the For Sale sign to inquire of the price, with most looking to construct an auto-related business; - Property information was provided to the CoStar Group marketing company; and A Notice to Businesses letter was sent to eight nearby businesses describing the vacant land purchase opportunity. Staff received one offer to purchase the Property from Major and Narinder Bains on June 29, 2016. The prospective buyers have submitted a full price offer of $84,500, executed the attached Sales and Purchase Agreement and have provided a $25,350 cashier s check as an earnest money deposit. Although a full price offer has been received, staff is recommending the Property be kept on the market for an additional six weeks to the end of the calendar year to allow for additional offers for the following reasons: - The small Property totals 0.376 acres, which will be difficult to develop as a standalone site due to development standards contained in the 2008 North Highlands Town Center Code, including a minimum two-story building requirement, so there is concern in how a buyer intends to develop this property. - There is now serious interest in purchasing the Property from the adjacent property owner as indicated in the attached Letter of Interest (Attachment 2), and staff is confident this property owner understands the development criteria and would be able to provide adequate parking for any improvement. 6

- The prospective buyer, Mr. Major Bains was the previous operator of the Sam s Auto Repair and Services business that was formerly located on the Property, which was acquired by eminent domain. The prospective buyer initially told staff that they intended to develop the site for an auto-related business but when told they could not per the North Highlands Town Center Development Code, stated they will develop a retail/office site. Mr. and Mrs. Bains currently own the Smog N Tag auto shop at 6421 Watt Avenue, which is one mile north of the subject Property. Should the Board desire to move forward and accept the current offer to purchase 6001 and 6009 Watt Avenue, the table below highlights the anticipated net sales proceeds to be generated from the sale of the Property: Estimated Net Sale Proceeds Assuming Escrow Closes in 3 Months Sales Price for 6001 & 6009 Watt Avenue $ 84,500.00 Fidelity credits back the Preliminary Report order cost to Seller + 575.00 $ 85,075.00 Seller's estimated portion of Escrow Fee - 462.50 Seller's estimated portion of Owner's Title Policy - 302.00 Seller's estimated portion of Transfer Tax Fee - 46.47 Estimated Assessor's Tax Bill (no property taxes at this time) - - $ 84,264.03 SA Reimbursement to County for Preliminary Report order - 500.00 SA Reimbursement to County for Fidelity to Plot Easements - 75.00 SA Reimbursment to County for Appraisal Report cost - 1,650.00 Estimated Net Proceeds $ 82,039.03 Attachments: Resolution ATT 1 Sales and Purchase Agreement ATT 2 Letter of Interest Danco Properties/Danco Enterprises ATT 3 Map 7

RESOLUTION NO. 2016- ADOPTED BY THE OVERSIGHT BOARD FOR REDEVELOPMENT AGENCY SUCCESSOR AGENCY COUNTY OF SACRAMENTO ON DATE OF November 21, 2016 AUTHORIZING THE REDEVELOPMENT AGENCY SUCCESSOR AGENCY TO EXECUTE A SALES AND PURCHASE AGREEMENT WITH AND QUITCLAIM DEED TO MAJOR AND NARINDER BAINS FOR PROPERTIES LOCATED AT 6001 AND 6009 WATT AVENUE (APNS 215-0080-004, AND -005) WHEREAS, pursuant to Health and Safety Code section 34173(d), on January 24, 2012, the Board of Supervisors for the County of Sacramento elected to serve as the Successor Agency to the Redevelopment Agency of the County of Sacramento for its non-housing assets and functions (Resolution No. 2012-0051); and, WHEREAS, the Oversight Board for the Sacramento County Successor Agency has been formed pursuant to Health and Safety Code section 34179; and, WHEREAS, the California Department of Finance issued a Finding of Completion dated July 16, 2013, for the Sacramento County Successor Agency which directed the preparation of a Long Range Property Management Plan pursuant to Health and Safety Code section 34179.7 to guide the disposition of 11 properties, including 6001 and 6009 Watt Avenue; and, WHEREAS, the Sacramento County Successor Agency received correspondence dated March 7, 2014 from the California Department of Finance approving the Long Range Property Management Plan. NOW, THEREFORE, BE IT RESOLVED AND ORDERED BY THE OVERSIGHT BOARD OF THE REDEVELOPMENT AGENCY SUCCESSOR AGENCY OF THE COUNTY OF SACRAMENTO that the Sacramento County Successor Agency is hereby authorized and directed to execute the Sales and Purchase Agreement with, and Quitclaim Deed to Major and Narinder Bains for the properties located at 6001 and 6009 Watt Avenue, North Highlands. California 95660 (APNs 215-0080-004, and -005). On a motion by Member, seconded by Member, the foregoing Resolution was passed and adopted by the Oversight Board for the Redevelopment Agency Successor Agency of the County of Sacramento, State of California this 21 st day of November 2016, by the following vote, to wit: AYES: NOES: ABSENT: 8

ABSTAIN: Chair of the Oversight Board for the Redevelopment Agency Successor Agency of Sacramento County, California ATTEST: Oversight Board Clerk 9

ATTACHMENT 1 For the Agenda of: Sale And Purchase Agreement November 21, 2016 Sale Of Successor Agency Property Located At 6001 And 6009 Watt Avenue, North Highlands, CA 95660 (APNs 215-0080-004 and 215-0080-005) Page 1 of 16 10

Attachment 2 Letter of Interest For the Agenda of: November 21, 2016 26

ATTACHMENT 3 For the Agenda of: Vicinity Map November 21, 2016 6001 And 6009 Watt Avenue, North Highlands, CA 95660 (APNs 215-0080-004 and 215-0080-005) 6001 Watt Avenue 6009 Watt Avenue Freedom Park Drive Watt Avenue Interstate 80 Page 1 of 1 27

County of Sacramento Successor Agency Oversight Board Agenda Item: IV-2 Date: November 21, 2016 Subject: Authorization to Execute the First Amendment to the Master Inter-Agency Project Agreement with the County of Sacramento to transfer, allocate, and expend all excess bond proceeds pursuant to Health and Safety Code section 34191.4(c) Report Type: Action Contact: Kate Rose, Associate Planner, Sacramento County, (916) 874-1192 BACKGROUND On February 22, 2016, the Oversight Board approved a Resolution authorizing the Redevelopment Agency Successor Agency (Successor Agency) to execute a Master Inter-Agency Project Agreement (IAPA) with the County of Sacramento for the amount of $9,371,765 to carryout eligible projects consistent with bond agreements and covenants. Sacramento Housing and Redevelopment Agency staff informed the Successor Agency that it held bond proceeds in the amount of $150,000 and reimbursement funds in the amount of $414,971 that were due to the Successor Agency. The funds in the amount of $414,971 are reimbursed funds from the Sacramento County Sanitation District (SASD) for infrastructure improvements completed at MacReady Avenue in the Mather Redevelopment Project Area. On August 15, 2016, the Oversight Board approved a Resolution authorizing the Successor Agency to execute the First Amendment to the Master IAPA for $9,521,765 of Mather and McClellan bond funds and $414,971 of other funds to carryout eligible projects consistent with bond agreements and covenants (Res No 2016-07). However, on October 3, 2016, the State Department of Finance (DOF) sent a letter to the Successor Agency stating that they disallowed the transfer of $414,971 because they are considered other funds and not excess bond proceeds (see Attachment 2). Pursuant to direction provided by the DOF, Successor Agency staff has drafted a revised First Amendment to the Master IAPA eliminating the $414,971 of other funds. RECOMMENDATION Approve the attached Resolution authorizing the Successor Agency to execute the First Amendment to the Master IAPA with the County of Sacramento for $9,521,765 of Mather and McClellan bond funds to carryout eligible projects consistent with bond agreements and covenants. 28

Attachments: Resolution ATT 1 Executed Master Inter-Agency Project Agreement ATT 2 Determination of Oversight Board Action by Department of Finance Letter dated October 3, 2016 ATT 3 First Amendment to the Master Inter-Agency Project Agreement 29

RESOLUTION NO. 2016- ADOPTED BY THE OVERSIGHT BOARD FOR REDEVELOPMENT AGENCY SUCCESSOR AGENCY COUNTY OF SACRAMENTO ON DATE OF November 21,2016 AUTHORIZING THE REDEVELOPMENT AGENCY SUCCESSOR AGENCY TO EXECUTE THE FIRST AMENDMENT TO THE MASTER INTER-AGENCY PROJECT AGREEMENT WITH THE COUNTY OF SACRAMENTO TO TRANSFER, ALLOCATE, AND EXPEND ALL EXCESS BOND PROCEEDS PURSUANT TO HEALTH AND SAFETY CODE SECTION 34191.4(C) WHEREAS, pursuant to Health and Safety Code section 34173(d), on January 24, 2012, the Board of Supervisors for the County of Sacramento elected to serve as the Successor Agency to the Redevelopment Agency of the County of Sacramento for its non-housing assets and functions (Resolution No. 2012-0051); and, WHEREAS, the Oversight Board for the Sacramento County Successor Agency has been formed pursuant to Health and Safety Code section 34179, and, WHEREAS, the California Department of Finance issued a Finding of Completion dated July 16, 2013, for the Sacramento County Successor Agency authorizing the use of proceeds from bonds issued prior to January 1, 2011 in a manner consistent with the original bond covenants per HSC section 34191.4 (c), and, WHEREAS, on February 22, 2016, the Oversight Board for the Successor Agency approved the Master Inter-Agency Project Agreement (Agreement) to transfer and allocate $9,371,765 in excess bond funds to Sacramento County pursuant to Health and Safety Code section 34191.4(c). On May 24, 2016, the Board of Supervisors and the Board of Directors for the Successor Agency approved the transfer of the bond funds and authorized the Successor Agency and the County to enter into this Agreement. WHEREAS, the Master Inter-Agency Project Agreement was executed by Sacramento County and the Sacramento County Successor Agency on July 11, 2016. WHEREAS, Successor Agency staff were notified that there was an additional $150,000 of excess bond funds remaining from bonds issued prior to January 1, 2011 for the former McClellan Redevelopment Project Area that was not included in the original Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE OVERSIGHT BOARD OF THE REDEVELOPMENT AGENCY SUCCESSOR AGENCY OF THE COUNTY OF SACRAMENTO 30

Section 1. The Oversight Board hereby authorizes the Redevelopment Agency Successor Agency of the County of Sacramento to execute the attached First Amendment to the Master Inter-Agency Project Agreement with the County of Sacramento to transfer, allocate and expend $9,521,765 of Mather and McClellan bond funds for eligible projects consistent with bond requirements and covenants. The foregoing Resolution was passed and adopted by the Oversight Board for the Redevelopment Agency Successor Agency of the County of Sacramento, State of California this 21 st day of November 2016, by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: Chair of the Oversight Board for the Redevelopment Agency Successor Agency of Sacramento County, California ATTEST: Oversight Board Clerk 31

ATTACHMENT 1 Executed Master Inter-Agency Project Agreement For the Agenda of: November 21, 2016 Page 1 of 4 32

ATTACHMENT 1 Executed Master Inter-Agency Project Agreement For the Agenda of: November 21, 2016 Page 2 of 4 33

ATTACHMENT 1 Executed Master Inter-Agency Project Agreement For the Agenda of: November 21, 2016 Page 3 of 4 34

ATTACHMENT 1 Executed Master Inter-Agency Project Agreement For the Agenda of: November 21, 2016 Page 4 of 4 35

ATTACHMENT 2 Determination of Oversight Board Action by DOF Letter For the Agenda of: November 21, 2016 Page 1 of 2 36

ATTACHMENT 2 Determination of Oversight Board Action by DOF Letter For the Agenda of: November 21, 2016 Page 2 of 2 37

ATTACHMENT 3 First Amendment to the MIAPA For the Schedule of: November 21, 2016 FIRST AMENDMENT TO THE MASTER INTER-AGENCY PROJECT AGREEMENT Regarding The Transfer, Allocation and Expenditure of Excess Bond Proceeds This First Amendment to the Master Inter-Agency Project Agreement ( First Amendment ) is dated for reference purposes as of 2016 and is entered into by and between the County of Sacramento, ( County ), a political subdivision of the State of California and the Sacramento County Successor Agency, ( Successor Agency or SA ), the successor agency to the former Redevelopment Agency of the County of Sacramento. Recitals A. WHEREAS, on January 24, 2012, the Sacramento County Board of Supervisors elected to have County serve as the Successor Agency to the former Redevelopment Agency of the County of Sacramento s non-housing assets and liabilities pursuant to the provisions of AB 1x 26 (Chapter 5, Statutes of 2011). The Redevelopment Agency was dissolved as of February 1, 2012 and all of its non-housing assets were transferred to the County in its capacity as the Successor Agency. B. WHEREAS, under AB 1484 (Chapter 16, Statutes of 2012), the dissolution law was clarified to provide that the Successor Agency is a separate legal entity from the County. Also, AB 1484 provided that the Redevelopment Agency s bond fund assets can be allocated for expenditure for new projects in accordance with the bonds covenants after compliance with certain requirements. On July 16, 2013, the Successor Agency received its Finding of Completion from the State Department of Finance ( DOF ) and is now able to spend the Redevelopment Agency s unencumbered bond funds for new capital improvement projects. C. WHEREAS, AB 1484 requires approval of the Oversight Board for the Successor Agency to allocate the Redevelopment Agency bond funds for new projects and the payment of these bond funds must be included on a Recognized Obligations Payment Schedule ( ROPS ) that is subject to approval by both the Oversight Board and DOF. D. WHEREAS, on February 22, 2016 the Oversight Board for the Successor Agency approved the Master Inter-Agency Project Agreement to transfer and allocate all excess Redevelopment Agency bond proceeds to County pursuant to Health and Safety Code section 34191.4(c). On the Effective Date (defined below), the Board of Supervisors acting as the board for the Successor Agency and the County approved the transfer of former Redevelopment Agency bond funds and authorized the Successor Agency and the County to enter into this Agreement. Agreement NOW, THEREFORE, the Successor Agency and the County (individually Party, collectively Parties ) agree as follows: 1. Delete Section 2 and replace it with the following: Page 1 of 3 38

ATTACHMENT 3 First Amendment to the MIAPA For the Schedule of: November 21, 2016 The Successor Agency and County hereby agree that the Successor Agency will transfer and pay to County the remaining balance of the former Redevelopment Agency s bond funds ( Funds ) as set out below, and County will allocate and use the funds to design and construct projects, in a manner that is consistent with the applicable bond indenture(s) pursuant to Health and Safety Code section 34191.4(c), and subject to the terms and conditions set out in this Agreement: Source and Amount of Funds: 2008 Tax Allocation Revenue Bonds, Series A (Mather/McClellan Merged Project Area)- $1,084,223.57 2008 Taxable Tax Revenue Bonds, Series B (Mather/McClellan Merged Project Area)- $7,940,397.89 2003 Tax Allocation Revenue Bonds, Series A (Sacramento County and City Redevelopment Projects: McClellan)- $180,169.94 2008 Taxable Tax Revenue Bonds, Series B (Low/Mod Funds for Mather/McClellan Merged Project Area)- $316,973.55 Project: Project Location: Each project will be identified by County and will be implemented in accordance with the terms of this Agreement. Projects using Mather Tax Exempt or Taxable Bond funds must be located within the Mather Project Area. Projects using the McClellan Tax Exempt or Taxable Bond funds must be located within the McClellan Project Area. Project Areas: Mather, McClellan 2. Except as expressly set forth in this First Amendment, all of the provisions of the Agreement shall remain unchanged and in full force and effect. Page 2 of 3 39

ATTACHMENT 3 First Amendment to the MIAPA For the Schedule of: November 21, 2016 COUNTY OF SACRAMENTO SUCCESSOR AGENCY By: DAVID VILLANUEVA Chief Deputy County Executive By: ROBERT B. LEONARD Chief Deputy County Executive Approved as to Form: County Counsel Approved as to Form: Counsel for Successor Agency Page 3 of 3 40