HomeMy WebLinkAbout2004-372(See Companion Resolutions CDC/2004-46, CDC/2004-47)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
RESOLUTION NO. 2004-372
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING A CERTAIN
REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT
BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO AND THE CITY OF SAN BERNARDINO, CALIFORNIA
(La Curacao, Inc., - Redevelopment Cooperation and Financing Agreement)
WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency")
has entered into that certain 2004 Redevelopment Participation Agreement with La Curacao,
Inc., ("La Curacao") as approved and authorized for execution by the Community Development
Commission of the City of San Bernardino (the "Commission") pursuant to separate action of
the Commission on behalf of the Agency; and
WHEREAS, the implementation of said 2004 Redevelopment Participation Agreement
contemplates that certain funds will be made available to the Agency from the City of San
Bernardino, California (the "City"), based upon the index of financial benefits accruing to the
City calculated upon the financial performance of the project identified in the 2004
Redevelopment Participation Agreement; and
WHEREAS, the Agency is required pursuant to the 2004 Redevelopment Participation
Agreement to remit certain payments to La Curacao related to the number of employment
opportunities generated by the new sales location within the Tri-City Redevelopment Project
Area based upon an index of financial performance of La Curacao which has a direct positive
financial benefit upon the City General Fund; and
WHEREAS, the Mayor and Common Council deem it desirable to approve and
authorize for execution the form of the Redevelopment Cooperation and Financing Agreement
by and between the Agency and City substantially in the form as attached hereto for the purpose
of providing the source of funds required of the Agency to fulfill its obligations to La Curacao
pursuant to the 2004 Redevelopment Participation Agreement.
P:Ugcndas�esolmionsV cwlmions%2 04 N-I1-15 La Curxao MCC Reso.doc —I—
2004-372
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL, AS THE
GOVERNING BODY OF THE CITY OF SAN BERNARDINO, DOES HEREBY RESOLVE,
I DETERMINE AND ORDER AS FOLLOWS:
Section 1. The Mayor and Common Council hereby find and determine that the recitals
Ias contained herein are accurate and correct in all respects.
Section 2. The Mayor and Common Council hereby approve the form of the
Redevelopment Cooperation and Financing Agreement substantially in the form as attached
hereto with such additional changes and modifications as deemed necessary by the City
Attorney to implement the intent of this Resolution and said Redevelopment Cooperation and
Financing Agreement.
Section 3. The Mayor and Common Council hereby authorize the execution of the final
form of the Redevelopment Cooperation and Financing Agreement by the Mayor and the City
Clerk when such final form thereof has been presented for execution by the City Attorney.
Section 4. The approval, execution and implementation of the Redevelopment
Cooperation and Financing Agreement does not constitute a "Project' within the provisions or
meaning of the California Environmental Quality Act of 1970, as amended ("CEQA"), and no
environmental review is required in connection with the approval, execution and
implementation of the Redevelopment Cooperation and Financing Agreement.
Section 5. This Resolution shall take effect from and after the date as set forth in the
City Charter and shall not be repealed or amended to adversely affect the rights of the parties
thereto so long as the Redevelopment Cooperation and Financing Agreement remains in effect
and requires performance obligations of the parties.
P:WgeMa \R¢Solutions\Resolu\fons@0 \04-II-15 Le C raceo MCC Re .&c -2-
2004-372
1
2
3
4
M
311
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING A CERTAIN
REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT
BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO AND THE CITY OF SAN BERNARDINO, CALIFORNIA
(La Curacao, Inc., - Redevelopment Cooperation and Financing Agreement)
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
Common Council of the City of San Bernardino at a joint regular meeting thereof,
held on the 15th day of November 2004, by the following vote to wit:
Council Members: Ayes Nays Abstain Absent
ESTRADA x
LONGVILLE x _
MCGINNIS x
DERRY x
KELLEY x
JOHNSON x _
MC CAMMACK x
The foregoing resolution is hereby approved this
Approved as to form and Legal Content:
By: � .,. � 0 �--,-
ity Attorney
Rac 1 G. Clark, City Clerk
of November 2004.
Jalles, Mayor
San Bernardino
P:\AgendasVicsolu�ionsUtcsolutiore\2004\04-11-15 U C... MCC Rm.&o -3-
2004-372
Exhibit "A"
CITY OF SAN BERNARDINO
AND
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERN.ARDINO
REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT
(La Curacao)
THIS REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT (this
"Agreement") is dated as of November , 2004, by and between the Redevelopment Agency
of the City of San Bernardino, a public body, corporate and politic (the "Agency"), and the City
of San Bernardino, California, a municipal corporation (the "City"), and is entered into with
reference to the facts set forth in the following Recital paragraphs:
— RECITALS —
WHEREAS, the Agency is entering into that certain Redevelopment Participation
Agreement, dated as of November , 2004, by and between the Agency and La Curacao, a
California corporation (the "La Curacao Agreement'), for the redevelopment and reuse of certain
lands within the City for operation by La Curacao as a Retail Department Store ("Business");
and
WHEREAS, the implementation of the La Curacao Agreement will confer substantial
benefits on the City in terms of redevelopment and reuse of the site of the Business and creation
of an aggregate of not less than 100 mw jobs within the City; and
WHEREAS, the La Curacao Agreement will also provide the City with a significant
source of new tax revenues from the establishment of the Business; and
WHEREAS, the Agency shall incur certain obligations, described below as the "La
Curacao Agreement Indebtedness", in connection with the La Curacao Agreement; and
WHEREAS, the Agency does not presently have a source of tax increment revenues to
repay the La Curacao Agreement Indebtedness;
WHEREAS, it is necessary and desirable for the City and the Agency to enter into this
Agreement for the Agency to repay the La Curacao Agreement Indebtedness, as may hereafter
be incurred by the Agency under the La Curacao Agreement.
NOW, THEREFORE, THE CITY AND THE AGENCY HEREBY AGREE AS
FOLLOWS:
Section 1. The City hereby authorizes the Agency to incur indebtedness Linder the La
Curacao Agreement ("La Curacao Agreement Indebtedness") that is payable by the Agency in
whole or in part from the proceeds of the assistance to be provided by the City to the Agency, as
set forth in Section 2 of this Agreement. For the purposes of this Agreement, the words "La
4831-9623-3984,14831-9623-3984.1 1
\\FSFNVEH\Uate\Agenda Agrennmts Anend> nents\Agrmis-Anent 2004\04.1I �15 La Comeau Camp & Flnanang Agreement of
2004-372
Exhibit "A"
Curacao Agreement Indebtedness" mean and include any obligation that the Agency may
undertake to pay or discharge under that certain Redevelopment Participation Agreement by and
between the Agency and La Curacao, a California corporation.
Section 2. Subject to the terms and conditions of this Agreement, the City agrees to
provide redevelopment financing assistance to the Agency (the "City Assistance") each year
during the term of this Agreement in the total amount payable by the Agency under the La
Curacao Agreement. The City shall disburse the proceeds of the City Assistance in annual
installments (each a "City .Assistance Payment", as further defined in Section 4) on each of the
first through the tenth anniversaries of the Opening Date (as defined herein). The Agency shall
use and apply each City Assistance Payment to pay La Curacao Agreement Indebtedness.
Section 3. The City and the Agency each acknowledge, understand and intend that
the obligation of the City to pay each City Assistance Payment to the Agency each year during
term of this Agreement shall constitute a current expense of the City to support the La Curacao
Agreement. The obligation of the City to provide City Assistance Payments to the Agency in
each fiscal year during the term of this Agreement is a general obligation of the City, subject to
annual appropriation by the City. Furthermore, the obligation of the City to the Agency arising
under this Agreement shall not in any way be construed to be a debt of the City in contravention
of any applicable constitutional restriction of the State of California concerning the creation of
indebtedness by the City.
Section 4.
(a) The date on which the Business first opens for new business to the general
public is referred to herein as the "Opening Date", which date shall be on or before June 1, 2005.
The initial City Assistance Payment shall be made on the first anniversary of the Opening Date
in an amount determined in accordance with Section 4(b). Thereafter, on each anniversary of the
Opening Date occurring during the remainder of the term of this Agreement, the City shall make
the City Assistance Payments to the Agency, in accordance with the formula set forth in Section
4(b).
(b) The City Assistance Payments to the Agency shall be calculated by
multiplying the applicable Accounting Year Index (as defined herein) by a number equal to the
total amount of local sales and use taxes paid to the City, under Revenue and Taxation Code
Section 7200 et seq. (as may hereafter be amended, substituted or modified by any successor
local sales and use tax law), on the gross receipts of the Business from the sale or lease of all
tangible personal property from the Business during the applicable Accounting Year, in excess of
Fifty Thousand Dollars ($50,000). The "Accounting Year Index" for each respective
Accounting Year, shall be as follows:
Accounting Year 1
— 50 %
Accounting Year 2
— 50 %
Accounting Year 3
— 50 %
Accounting Year 4
— 50 %
Accounting Year 5
— 50 %
4831-9623-3984.14831-9623-3984.1 2
USFRVF.RDcWAgen&a1t ccmcros-A mcndmemsVAgmus Anand MM04-11-15 la ('cr:mno Crop & Financing Agreemcm n(
2004-372
Exhibit "A"
Accounting Year 6 — 50 %
Accounting Year 7 — 50 'io
Accounting Year 3 — 50%
Accounting Year 9 — 50 %
Accounting Year 10 —50 %
[i.e., in Accounting Year 1, City Assistance Payment = (total sales and use tax revenues
to the City from the gross receipts of the project identified in the La Curacao - $50,000) x
.50.]
(c) The precise amount of the City Assistance Payments shall be determined
by the Agency for each Accounting Year by reference to Revenue and Taxation Code Sections
7200 et seq., related remittance advice or information provided to the City by the State Board of
Equalization and the applicable Accounting Year Index. If Revenue and Taxation Code Sections
7200 et seq., are amended, substituted or modified, following the effective date of this
Agreement, in a manner that affects the calculation of the City Assistance Payments, as set forth
above, then the City Assistance Payments shall be computed in each Accounting Year in which
such amendment, substitution or modification is effective, by reference to the Revenue and
Taxation Code Sections 7200 et seq., then in effect.
(d) Provided the Business opens for retail sales business to the general
public, the City reasonably believes that funds shall be available each fiscal year for the payment
of each City Assistance Payment. The City hereby covenants that it shall do all things lawfully
within its power to obtain funds from which to pay City Assistance Payments to the Agency.
The City further covenants and agrees to include provisions in its budget for each fiscal year
during the term of this Agreement for the payment of the City Assistance Payments to the
Agency and the City shall exercise best efforts to approve such portion of the budget, subject to
the funds then being available.
(e) The City accounting personnel shall also include an administration fee
payable to the Agency each year in a sum amounting to 7.5% of the 50% that is retained by the
City pursuant to the calculation under subsection (b) above. Such administrative fee will be
payable to the Agency to cover the cost of audit, accounting and legal fees associated with the
Agency's efforts to create new sales tax revenues for the City.
Section 5. The Agency shall use and apply each City Assistance Payment to pay
indebtedness of the Agency arising from the La Curacao Agreement. The Agency and the City
hereby agree that the Agency shall have no obligation to repay the City for any City Assistance
Payments.
Section 6. The City shall pay City Assistance Payments to the Agency upon receipt
of a written invoice from the Agency stating that the Agency shall use and apply the City
Assistance Payment to repay La Curacao Agreement Indebtedness. Each such written invoice of
the Agency shall set forth the current balance of the La Curacao Agreement Indebtedness and
provide an accounting of all payments made by the Agency towards the La Curacao Agreement
Indebtedness during the term of this Agreement.
4831-9623-3984.14831-9623-3984.1 3
A LRVF.WData%AgCF1"N93Ccmc94s-A nxndnxras\Agnnis-Amend 2N4\0411-15 W Curucno Capp& Financing Agreement n(
2004-372
Exhibit "A"
Section 7. This Agreement shall terminate on the earlier to occur of: (i) the tenth
(10°i) anniversary of the Opening Date and the payment of the City Assistance Payment due on
the tenth (l0'h) anniversary of the Opening Date, if any; or (ii) the La Curacao Project
Indebtedness is repaid in full by the Agency; or (iii) the Agency is no longer obligated to repay
the La Curacao Project Indebtedness.
Section 8. This Agreement shall take effect from and after the date of adoption and
approval by the Common Council of the City and the Community Development Commission, as
the governing board of the Agency, pursuant to official action of the governing bodies thereof
and shall be effective for the period of time provided in Section 7.
4831-9623-3984-14831-9623-3984.1 4
Y iA,ndwv Agmements Amendmenls'Agrmti-Anknd 1004r04-11-15 La Curacao Coop N I An TlCing Agrc—nr if
2004-372
Exhibit "A"
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as
of the date first above written.
CITY
City of San Bernardino
Judith Valles,
Mayor of the City of San Bernardino
(SEAL)
ATTEST:
City Clerk
APPROVED AS TO FORM.
City Attorney
AGENCY
Redevelopment Agency of the City
of San Bernardino
By:
Judith Valles
Chairperson of the Community
Development Commission, its
governing board
(SEAL)
ATTEST:
Agency Secretary
APPROVED AS TO FORM AND CONTENT:
Agency Counsel
4831-9623-3984.14831-9623-3984.1 5
P NgendnBAgreemen(s AmendmentsVAgrmt, A mend 2004VA 11-I s I a( uracac Coop R Financing Agreement of
2004-372
ORIGINAL
CITY OF SAN BERNARDINO
AND
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT
(La Curacao)
THIS REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT (this
"Agreement") is dated as of November 15 , 2004, by and between the Redevelopment Agency
of the City of San Bernardino, a public body, corporate and politic (the "Agency"), and the City
of San Bernardino, California, a municipal corporation (the "City"), and is entered into with
reference to the facts set forth in the following Recital paragraphs:
— RECITALS —
WHEREAS, the Agency is entering into that certain Redevelopment Participation
Agreement, dated as of November__1,5_, 2004, by and between the Agency and La Curacao, a
California corporation (the "La Curacao Agreement'), for the redevelopment and reuse of certain
lands within the City for operation by La Curacao as a Retail Department Store ("Business");
and
WHEREAS, the implementation of the La Curacao Agreement will confer substantial
benefits on the City in terms of redevelopment and reuse of the site of the Business and creation
of an aggregate of not less than 100 new jobs within the City; and
WHEREAS, the La Curacao Agreement will also provide the City with a significant
source of new tax revenues from the establishment of the Business; and
WHEREAS, the Agency shall incur certain obligations, described below as the "La
Curacao Agreement Indebtedness", in connection with the La Curacao Agreement; and
WHEREAS, the Agency does not presently have a source of tax increment revenues to
repay the La Curacao Agreement Indebtedness;
WHEREAS, it is necessary and desirable for the City and the Agency to enter into this
Agreement for the Agency to repay the La Curacao Agreement Indebtedness, as may hereafter
be incurred by the Agency under the La Curacao Agreement.
NOW, THEREFORE, THE CITY AND THE AGENCY HEREBY AGREE AS
FOLLOWS:
Section 1. The City hereby authorizes the Agency to incur indebtedness under the La
Curacao Agreement ("La Curacao Agreement Indebtedness") that is payable by the Agency in
whole or in part from the proceeds of the assistance to be provided by the City to the Agency, as
set forth in Section 2 of this Agreement. For the purposes of this Agreement, the words "La
4831-9623-3984.14831-9623-3984.1
\\ ERVER\W.a gcidas\Agrxments-AmendmmuUgms-Ammd2006-1I-13f Curacao Coop.&Fin ing Agrtmicnt of
2004-372
Curacao Agreement Indebtedness" mean and include any obligation that the Agency may
undertake to pay or discharge under that certain Redevelopment Participation Agreement by and
between the Agency and La Curacao, a California corporation.
Section 2. Subject to the terms and conditions of this Agreement, the City agrees to
provide redevelopment financing assistance to the Agency (the "City Assistance") each year
during the term of this Agreement in the total amount payable by the Agency under the La
Curacao Agreement. The City shall disburse the proceeds of the City Assistance in annual
installments (each a "City Assistance Payment", as further defined in Section 4) on each of the
first through the tenth anniversaries of the Opening Date (as defined herein). The Agency shall
use and apply each City Assistance Payment to pay La Curacao Agreement Indebtedness.
Section 3. The City and the Agency each acknowledge, understand and intend that
the obligation of the City to pay each City Assistance Payment to the Agency each year during
term of this Agreement shall constitute a current expense of the City to support the La Curacao
Agreement. The obligation of the City to provide City Assistance Payments to the Agency in
each fiscal year during the term of this Agreement is a general obligation of the City, subject to
annual appropriation by the City. Furthermore, the obligation of the City to the Agency arising
under this Agreement shall not in any way be construed to be a debt of the City in contravention
of any applicable constitutional restriction of the State of California concerning the creation of
indebtedness by the City.
Section 4.
(a) The date on which the Business first opens for new business to the general
public is referred to herein as the "Opening Date", which date shall be on or before June 1, 2005.
The initial City Assistance Payment shall be made on the first anniversary of the Opening Date
in an amount determined in accordance with Section 4(b). Thereafter, on each anniversary of the
Opening Date occurring during the remainder of the term of this Agreement, the City shall make
the City Assistance Payments to the Agency, in accordance with the formula set forth in Section
4(b).
(b) The City Assistance Payments to the Agency shall be calculated by
multiplying the applicable Accounting Year Index (as defined herein) by a number equal to the
total amount of local sales and use taxes paid to the City, under Revenue and Taxation Code
Section 7200 et seq. (as may hereafter be amended, substituted or modified by any successor
local sales and use tax law), on the gross receipts of the Business from the sale or lease of all
tangible personal property from the Business during the applicable Accounting Year, in excess of
Fifty Thousand Dollars ($50,000). The "Accounting Year Index" for each respective
Accounting Year, shall be as follows:
Accounting Year 1 — 50 %
Accounting Year 2 — 50 %
Accounting Year 3 — 50 %
Accounting Year 4 — 50 %
Accounting Year 5 — 50 %
4831-9623-3984.14831-9623-3984.1 2
\\F ERVERMana geMaz\Agrttn to Anwn&=tsUgm -Am2WC-11-15UCurecm Cmp.&Fiv inAVtnf
2004-372
Accounting Year 6 —
50 %
Accounting Year 7 —
50 %
Accounting Year 8 —
50%
Accounting Year 9 —
50 %
Accounting Year 10
—50 %
[i.e., in Accounting Year 1, City Assistance Payment = (total sales and use tax revenues
to the City from the gross receipts of the project identified in the La Curacao - $50,000) x
.50.]
(c) The precise amount of the City Assistance Payments shall be determined
by the Agency for each Accounting Year by reference to Revenue and Taxation Code Sections
7200 et seq., related remittance advice or information provided to the City by the State Board of
Equalization and the applicable Accounting Year Index. If Revenue and Taxation Code Sections
7200 et seq., are amended, substituted or modified, following the effective date of this
Agreement, in a manner that affects the calculation of the City Assistance Payments, as set forth
above, then the City Assistance Payments shall be computed in each Accounting Year in which
such amendment, substitution or modification is effective, by reference to the Revenue and
Taxation Code Sections 7200 et seq., then in effect.
(d) Provided the Business opens for retail sales business to the general
public, the City reasonably believes that funds shall be available each fiscal year for the payment
of each City Assistance Payment. The City hereby covenants that it shall do all things lawfully
within its power to obtain funds from which to pay City Assistance Payments to the Agency.
The City further covenants and agrees to include provisions in its budget for each fiscal year
during the term of this Agreement for the payment of the City Assistance Payments to the
Agency and the City shall exercise best efforts to approve such portion of the budget, subject to
the funds then being available.
(e) The City accounting personnel shall also include an administration fee
payable to the Agency each year in a sum amounting to 7.5% of the 50% that is retained by the
City pursuant to the calculation under subsection (b) above. Such administrative fee will be
payable to the Agency to cover the cost of audit, accounting and legal fees associated with the
Agency's efforts to create new sales tax revenues for the City.
Section 5. The Agency shall use and apply each City Assistance Payment to pay
indebtedness of the Agency arising from the La Curacao Agreement. The Agency and the City
hereby agree that the Agency shall have no obligation to repay the City for any City Assistance
Payments.
Section 6. The City shall pay City Assistance Payments to the Agency upon receipt
of a written invoice from the Agency stating that the Agency shall use and apply the City
Assistance Payment to repay La Curacao Agreement Indebtedness. Each such written invoice of
the Agency shall set forth the current balance of the La Curacao Agreement Indebtedness and
provide an accounting of all payments made by the Agency towards the La Curacao Agreement
Indebtedness during the term of this Agreement.
4831-9623-3984.14831-9623-3984.1 3
\TSERVER\DNeUgcnduUgrt U-Anxnd a grrr+a-Am 200-II-151a Curran Coop.&Fiw ing Agraircntnf
2004-372
Section 7. This Agreement shall terminate on the earlier to occur of. (i) the tenth
(10`") anniversary of the Opening Date and the payment of the City Assistance Payment due on
the tenth (10`h) anniversary of the Opening Date, if any; or (ii) the La Curacao Project
Indebtedness is repaid in full by the Agency; or (iii) the Agency is no longer obligated to repay
the La Curacao Project Indebtedness.
Section 8. This Agreement shall take effect from and after the date of adoption and
approval by the Common Council of the City and the Community Development Commission, as
the governing board of the Agency, pursuant to official action of the governing bodies thereof
and shall be effective for the period of time provided in Section 7.
4831-9623 -3984.14831 -9623 -3984.1 4
P.UBendeeUgramemc-AmrndmrntsUgmvs-Amend 2W \U-]I- 15" Cmvoao CoopA Fin.i, Agr .t.nf
2004-372
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as
of the date first above written.
CITY
City of
M
(SEAL)
ATTEST: /1 A
'6 . a4A-k
City erk
Attorney
AS TO FORM:
the City of San Bernardino
AGENCY
Redevelopment Agency of the City
of San Bernardino
m of the Community
ent Commission, its
board
(SEAL)
ATTF9
P!
AS TO FORM AND CONTENT:
Agency Counsel
4bJ 1-YOLJ-JY84.14831-Y0-JYb4. I C
P-\Agendas\Ag¢e ts-Amendments\Agmns-Amend 2W \W-I1-15"Curacao Coop.& Financing Agseemmt.ml