2. Infrastructure Finance Districts (IFDs) – The California Case Study Tuesday - August 7, 2012 12:30 pm to 1:45 pm

3. 2012 ADC ANNUAL CONFERENCE| PAGE 3 3 Panelists  Mr. Michael Wright, Director, Community Reuse Planning, City of Concord, CA  Robert M. Haight, Jr., Partner, Goodwin Procter, Los Angeles, CA  Suheil Totah, Executive Vice President, Lennar Urban Development, San Francisco, CA Moderator  Ms. Kristie Reimer – Associate Vice President, ARCADIS–US, Marina, CA

4. 2012 ADC ANNUAL CONFERENCE| PAGE 4 4 Background  Redevelopment project financing is complex, and adequate funding for infrastructure improvements are critical to overall project success.  In February 2012, 400 redevelopment agencies throughout the State of California were abolished.  Redevelopment agencies used a portion of property tax money (tax increment) in partnership with developers to encourage development in blighted areas.  This equated to billions of dollars per year in tax revenues – a portion of which were allocated to support redevelopment on former military installations.  Reuse and redevelopment of former military bases is a complicated process, and in now in California it is even more challenging without these fiscal tools.  LRAs are promoting State law amendment to provide an easier process to create Infrastructure Financing Districts (IFDs); allowing a percentage of tax increment used to fund public infrastructure improvements.

5. 2012 ADC ANNUAL CONFERENCE| PAGE 5 5 Focus of the Panel  This session will provide details on IFDs, their applicability and potential benefits to BRAC sites.  Various perspectives will be presented:  Local Reuse Authority viewpoint and realities  Legal interpretations and aspects  Developer experience and outlook  Session Outline  Background / Impact from loss of Redevelopment  IFD Options and Application  Legislation  Implications to Redevelopment  Panelist will engage in an active discussion and encourage an open Q&A discussion

6. 2012 ADC ANNUAL CONFERENCE| PAGE 6 6 Impact from Loss of Redevelopment  Loss of tax increment for infrastructure + affordable housing contribution by municipalities  Impact is to recently closed bases and early round closures that have progressed to issuing bonds  Reduced attractiveness of reuse of closed bases  Adds years to development build-out

7. 2012 ADC ANNUAL CONFERENCE| PAGE 7 7 IFDs  What are they?  What can they do?  Are they a substitute for RDAs?

8. 2012 ADC ANNUAL CONFERENCE| PAGE 8 8 IFDs: The Drew Barrymore of Public Finance Drew BarrymoreIFDs Drew is Offspring of Famous Parentage (i.e., the Barrymore family). IFDs are Offspring of Famous Parentage (i.e., Mello-Roos CFDs and RDAs). At a young age, Drew made a movie (E.T.) that has thrilled children for decades. At a young age, IFDs financed a theme park (Legoland) that has thrilled children for decades. After early success, Drew fell into obscurity.After early success, IFDs fell into obscurity. Drew went through rehab to fix her problems. IFDs now going through rehab (legislatively) to fix its problems. Drew rediscovered in her early 20’s.IFDs rediscovered in its early 20’s. Drew marked her comeback taking over role made famous by another (Farrah Fawcett) in reboot of well-known franchise (Charlie’s Angels). IFDs mark its comeback by taking over role made famous by another (RDAs) in reboot of well-known financing vehicle (tax increment).

9. 2012 ADC ANNUAL CONFERENCE| PAGE 9 9 IFDs  IFD legislation enacted in 1990.  Only two IFDs in existence:  City of Carlsbad (Legoland Improvements) (early 90’s)  City of San Francisco (Rincon Hill) (2011)  Hybrid of Mello-Roos CFD Law and RDA Law.

10. 2012 ADC ANNUAL CONFERENCE| PAGE 10 10 Formation of IFDs (Like a CFD) IFDsCFDs Resolution of Intention (ROI) (to form IFD and to authorize issuance of bonds) Yes ReportInfrastructure Financing Plan (IFP) (very detailed) Community Facilities District Report (very simple) Public Hearing60 days notice after IFP30 days notice after ROI Resolution of FormationYes Resolution Calling ElectionYes

11. 2012 ADC ANNUAL CONFERENCE| PAGE 11 11 Formation of IFDs (Like a CFD) IFDsCFDs Waiver of Election Time and Formalities? 100% of Qualified Electors Qualified Electors Registered Voters if 12 or more in territory 90 days prior to public hearing; otherwise Landowners. Same Election (on IFD formation and to authorize issuance of bonds) 2/3 Vote of Qualified Electors Voting Same OrdinanceYes (to create IFD)Yes (to levy special taxes)

12. 2012 ADC ANNUAL CONFERENCE| PAGE 12 12 Financing Method (Like an RDA) IFDsRDAs Revenue SourceTax Increment (of Issuer and Consenting Taxing Entities Only) Tax Increment (of All Taxing Entities and ERAF) Term of Tax Increment30 yearsUp to 45 Years LocationMay not be formed over property that is, or ever was, in a RDA Project Area N/A Pass-Through AgreementsNoYes Housing Set-AsideNoYes (20%)

13. 2012 ADC ANNUAL CONFERENCE| PAGE 13 13 IFDs (Unlike an RDA)  Participation in an IFD is 100% voluntary:  Tax increment that is usually paid to an “affected taxing entity” may NOT be allocated to an IFD without the affected taxing entity’s explicit approval.  Education districts may not participate in IFDs.  ERAF not allocated to IFDs.  IFDs formed only by City or County.

14. 2012 ADC ANNUAL CONFERENCE| PAGE 14 14 Other IFD Restrictions  Facilities  Public Capital Facilities only (no private facilities).  Useful Life of 15 Years or greater.  Finding of Community-Wide Significance.  Finding that Facilities benefit an area larger than the IFD.  Only “completed” Facilities may be acquired.

15. 2012 ADC ANNUAL CONFERENCE| PAGE 15 15 Other IFD Restrictions  Housing  Like RDAs:  Housing that is destroyed by development must be replaced.  Unlike RDAs:  No tax increment set aside.  If the IFD finances public housing, then 20% of units must be set aside for affordable housing.  No Eminent Domain powers.

16. 2012 ADC ANNUAL CONFERENCE| PAGE 16 16 So Why Aren’t IFDs More Popular?  IFDs can’t be formed in a former RDA project area.  Voluntary nature of IFDs drastically reduces tax increment amounts.  30-year life limits bond financing capacity.  Less flexible than RDAs.  More complicated than CFDs.

17. 2012 ADC ANNUAL CONFERENCE| PAGE 17 17 Infrastructure Financing Districts Alternative to Redevelopment  Existing sections of California Government Code and Health Safety Code allow for formation of IFD  Existing law is restrictive and cumbersome in terms of formation and operation of a District  Six basic goals for change  Waive existing District formation restrictions  Streamline formation requirements  Extend term of the District  Match affordable housing requirements to Redevelopment  Expand definitions for use of funds  Affected tax entities control

18. 18 2012 ADC ANNUAL CONFERENCE| PAGE 18 Redevelopment/IFD Comparison Redevelopment 780,000,000 IFD Scenario 1 City share only 84,420,000 IFD Scenario 2 City + County 335,000,000 IFD Scenario 3 City/County/ERAF 387,920,000

19. 2012 ADC ANNUAL CONFERENCE| PAGE 19 19 Legislative “Fixes” in the Works  AB 2144 (Perez)  Renames IFDs “Infrastructure and Revitalization Financing Districts”.  Removes RDA Project Area restriction.  Extends tax increment life to 40 years from date of Ordinance, or such later date as set forth in Ordinance.  Allows certain private facilities, including housing.  Lowers vote to 55% (from 2/3).  No vote required for former military bases under certain circumstances.

20. 2012 ADC ANNUAL CONFERENCE| PAGE 20 20 Legislative “Fixes” in the Works  SB 214 (Wolk)  Creates new “Public Financing Authority” to be appointed by Issuer.  Removes RDA Project Area restriction.  Extends tax increment life to 40 years.  Eliminates voting requirement for formation and bond authorization.  Allows for tax increment to be used for maintenance of constructed facilities.  Imposes public accountability measures.

21. 2012 ADC ANNUAL CONFERENCE| PAGE 21 21 Legislative “Fixes” in the Works  SB 1156 (Steinberg)  Creates new “Sustainable Communities Investment Authority” (SCIA) as a substitute for RDAs (not IFDs).  For transit oriented and sustainable communities only through Metropolitan Planning Organizations (MPOs).  SCIA formed by County, or as joint powers agency with City and County.  SCIA has all powers of an RDA.  If joint powers agency, tax increment generated from both City and County (but not ERAF).