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HomeMy WebLinkAboutCDC/2003-25 RESOLUTION NO. CDCj2003-25 2 3 A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, AS THE GOVERNING BODY OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, APPROVING THAT CERTAIN REDEVELOPMENT COOPERATION, FINANCING AND LOAN AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE CITY OF SAN BERNARDINO, CALIFORNIA 4 5 6 7 8 WHEREAS, the City of San Bernardino, California,. a municipal corporation (the "City"), the Inland Valley Development Agency, a joint powers authority organized and 9 10 existing under the laws of the State of California (the "IVDA") and the Redevelopment Agency of the City of San Bernardino, a public body corporate and politic (the "Agency") have 11 12 previously entered into an agreement entitled "1999 Redevelopment Corporation Agreement" 13 dated as of July 12, 1999, pursuant to which the City, the IVDA and the Agency have initiated 14 the redevelopment of a portion of the Inland Valley Redevelopment Project Area referred to in the 1999 Redevelopment Cooperation Agreement as the "Agency Implementation Area" and which area has since been referred to by the Agency as the "HUB Project;" and WHEREAS, the Agency has entered into a Disposition and Development Agreement 15 16 17 18 dated as of May 21, 2001, with SBT Partners, LLC, a California limited liability company (the "Developer") and an Owner Participation Agreement dated as of September 17, 2001 with In- N-Out Burgers, Inc., a California corporation ("In-N-Out") for the implementation of the 19 20 21 commercial shopping center portion of the HUB Project; and 22 WHEREAS, the implementation of the HUB Project will confer substantial benefits on the City and the IVDA in terms of eliminating conditions of blight which affect the site of the 23 HUB Project and nearby lands and in terms of providing for necessary public street and public 24 street traffic circulation improvements which will foster the redevelopment of lands adversely 25 affected by the closure of the former Norton Air Force Base; and -1- P:\Agendas\Resolutions\Rcsolutions\2003\03-07-07 Rdv Coop Fin Agnnt CDC Rcso.doc CDC/2003-25 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 WHEREAS, the HUB Project will also provide the City with a substantial source of new tax revenues when the prime tenant of the HUB Project (Sam's Club) relocates and expands its facility from its existing location on Hospitality Lane in the Tri City Redevelopment Project of the Agency to the HUB Project site; and WHEREAS, the Agency will incur certain costs, described below as the "HUB Project Indebtedness" in connection with the acquisition of lands necessary for the new public street right-of-way improvements associated with the HUB Project as well as the costs of planning and assembly of lands and the relocation of businesses and households from the HUB Project site for reuse and redevelopment by the Developer and In-N-Out as part of the HUB Project; and WHEREAS, the Agency does not presently have a source of tax increment revenues from the HUB Project or from other funds to repay the HUB Project Indebtedness; and WHEREAS, the IVDA has previously designated the City to serve as the "lead agency," as that term is defined in the California Environmental Quality Act of 1970, as amended ("CEQA), for the purpose of conducting an environmental review of the HUB Project; and WHEREAS, the City has certified a Final Environmental Impact Report as of May 21, 2001 for the HUB Project, in accordance with CEQA; and WHEREAS, the City and Agency have entered into a Harriman Place Improvement Project Acquisition, Construction and Financing Agreement dated May 21, 2001 as amended (the "Harriman Place Improvement Agreement"); and WHEREAS, the City shall incur certain costs in connection with the construction of new public street improvements in Harriman Place, in Laurelwood Drive, and in Tippecanoe Avenue; and WHEREAS, the City now forecasts that the costs for new public street improvement construction will exceed its original estimates by more than $900,000; and III -2- P:\Agcndas\Rcsolutions\Resolutions\2003\03-07-07 Rdv Coop Fin Agrml CDC Reso.doc CDC/2003-25 WHEREAS, the Agency desires to loan $900,000 to the City from proceeds of a California Infrastructure and Economic Development Bank loan as described in the Harriman Place Improvement Agreement. WHEREAS, there has been presented to the Commission a proposed Redevelopment Cooperation, Financing and Loan Agreement (HUB Project) by and between the Agency and the City (the "Agreement") pursuant to which the City will lend redevelopment financing assistance to the Agency each year for the term of the Agreement in a total amount not to exceed Six Million Nine Hundred Thousand Dollars ($6,900,000) to assist the Agency in repaying the HUB Project Indebtedness; and WHEREAS, it is appropriate for the Commission to take action with respect to the Agreement, as set forth in this Resolution. NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS: The recitals set forth above are true and correct. The Commission hereby approves the Agreement as on file with the The Executive Director of the Agency is hereby authorized to execute the Agreement on behalf of the Agency in substantially the form attached hereto, together with such technical and conforming changes therein as may be approved by the Executive Director and Agency Counsel. The Executive Director or such other designated representative of the Agency is further authorized to do any and all things and take any and all actions as may be deemed necessary or advisable to effectuate the purposes the Agreement. Section 4. The Resolution shall become effective immediately upon its adoption. 2 3 4 5 6 7 8 9 10 II 12 13 14 Section 1. 15 Section 2. 16 Agency Secretary. 17 Section 3. 18 19 20 21 22 23 24 25 /II /II P:\Agendas\Resolutions\Rcsolutions\2003\03-07-07 Rdv Coop Fin Agrmt CDC Rcso.doc -3- CDC/2003-25 1 A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, AS THE GOVERNING BODY OF THE 2 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, APPROVING THAT CERTAIN REDEVELOPMENT COOPERATION, FINANCING AND LOAN 3 AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE CITY OF SAN BERNARDINO, CALIFORNIA 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community Development Commission of the City of San Bernardino at a j oint regular meeting thereof, 6 held on the ..z.!L day of July , 2003, by the following vote to wit: 7 8 COMMISSION MEMBERS: AYES NAYS ABSTAIN ABSENT 9 ESTRADA x 10 LONGVILLE ----1L- 11 McGINNIS x 12 DERRY X 13 SUAREZ x 14 ANDERSON x 16 17 18 19 -7// ~/'- ( . / / /711// /' ['1.- t t ,{ / Secretary' / / The foregoing Resolution is hereby approved this ~"" da)' of /'1 (~i:.lt!~. JUDITH V '. , Chairperson Community }:>evelopment Commission of the Ci~'lf San Bernardino 15 MCCAMMACK x July ,2003. 20 21 22 Approved as to form and legal content: 23 24 A !3Y: ~ i~ - EllA ~.t t.. ~ "'" tJ<.o~f 25 Agency Counsel j.7 j1 26 27 28 .4. CDC/2003-25 CITY OF SAN BERNARDINO AND REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO REDEVELOPMENT COOPERATION, FINANCING AND LOAN AGREEMENT (HUB Project) THIS REDEVELOPMENT COOPERATION, FINANCING AND LOAN AGREEMENT (the "Agreement") is dated as of July 7, 2003, 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 in light of the facts set forth in the following Recital paragraphs: - RECITALS - WHEREAS, the Inland Valley Development Agency (the "IVDA"), the City and the Agency have previously entered into an agreement entitled "1999 Redevelopment Cooperation Agreement", dated as of July 12, 1999, pursuant to which the IVDA, the City and the Agency have initiated the redevelopment of a potion of the Inland Valley Redevelopment Project Area referred to in the 1999 Redevelopment Cooperation Agreement as the "Agency Implementation Area" and which area has since been referred to by the Agency as the "HUB Project" as shown in Exhibit "A"; and WHEREAS, the IVDA has previously designated the City to serve as the "lead agency" as this term is defined in the California Environmental Quality Act of 1970, as amended, ("CEQA") for the purpose of conducting an environmental review of the HUB Project; and WHEREAS, the City has certified a Impact Report as of May 21, 2001 (the Project, in accordance with CEQA; and Final "FEIR" ) Environmental for the HUB WHEREAS, the HUB Project, as analyzed in the FEIR includes the following key elements: (i) the realignment and construction of a new public street improvement proj ect referred to in the FEIR as the Harriman Place Improvement Project; (ii) the assembly and acquisition of public street right- of-way for the Harriman Place Improvement Project; Page 1 of 9 P:\Clerical Services Dept\Margaret\Agreements.Amendments\Agrmts-Amcnd 2003\03-07-07 TlPP City Agency Loan Fin Agr.doc CDC/2003-25 (iii) the assembly of land for the redevelopment of a new commercial retail shopping center to be undertaken by the Developer and In-N-Out; (iv) the assembly and exchange redevelopment of a restaurant by participant in the HUB Project; and of lands In-N-Out as for the an owner WHEREAS, the Agency has entered into a Disposition and Development Agreement, dated as of May 21, 2001, with SBT Partners, LLC, a California limited liability company (the "Developer") and the Agency has also entered into an Owner Participation Agreement, dated as of September 17, 2001, with In-N-Out Burgers, Inc., a California corporation ("In-N-Out") for the implementation of the commercial shopping center portion of the HUB Project; and WHEREAS, the implementation of the HUB Project shall confer substantial benefits on the City and the IVDA in terms of eliminating conditions of blight which affect the site of the HUB Project and nearby lands and in terms of providing for necessary public street and public street traffic circulation improvements which will foster the redevelopment of the lands adversely affected by the closure of the former Norton Air Force Base; and WHEREAS, the HUB Project shall also provide the City with a substantial source of new tax revenues when the prime tenant of the HUB Project (Sam's Club) relocates and expands its facility (the "New Store") from the current address on Hospitality Lane in the Tri City Redevelopment Project of the Agency, to the HUB Project Site; and WHEREAS, the Agency shall incur certain costs, described below as the "HUB Project Indebtedness", in connection with the acquisition of lands necessary for the new public street right- of-way improvements associated with the HUB Project as well as the costs of planning and assembly of lands and the relocation of businesses and households from the HUB Project site for reuse and redevelopment by the Developer and In-N-Out as part of the HUB Project; and WHEREAS, the Agency does not presently have a source of tax increment revenues from the HUB proj ect or from other funds to repay HUB Project Indebtedness and it is necessary for the City and the Agency to enter into this Agreement in order for the Agency to repay the HUB Project Indebtedness as may hereafter be incurred by the Agency in connection with the HUB Project; and Page 2 of 9 P:\Clerical Services Dept\Margaret\Agreements-Amendments\Agrrnts-Amend 2003\03-07-07 TIPP City Agency Loan Fin Agr.doc CDC/2003-25 WHEREAS, the City and Agency have entered into a Harriman Place Improvement Project Acquisition, Construction and Financing Agreement dated May 21, 2001 as amended (the "Harriman Place Improvement Agreement"); and WHEREAS, the City shall incur certain costs in connection with the construction of new public street improvements in Harriman Place, in Laurelwood Drive, and in Tippecanoe Avenue; and WHEREAS, the City now forecasts public street improvement construction estimates by more than $900,000; and that the costs for new will exceed its original WHEREAS, the Agency desires to loan $900,000 to the City from proceeds of a California Infrastructure and Economic Development Bank loan as described in the Harriman Place Improvement Agreement. NOW, THEREFORE, THE CITY AND THE AGENCY HEREBY AGREE AS FOLLOWS: Section 1. (a.) The City hereby authorizes the Agency to incur an indebtedness with respect to the HUB Project ("HUB Project Indebtedness") which is payable by the Agency in whole or in part from the proceeds of the assistance to be provided to the Agency as set forth in Section 2 in an amount not to exceed the sum of Six Million Dollars ($6,000,000). The Agency may incur indebtedness with respect to the HUB Project in excess of the sum of $6,000,000 but such additional Agency indebtedness for the HUB Proj ect shall not be payable from any Ci ty Assistance provided hereunder. For the purposes of this Agreement, the words "HUB Project Indebtedness" mean and include any obligation which the Agency may undertake to payor discharge under each of the following agreements relating to the HUB Project: (i) the Harriman Place Improvement Agreement by and between the City and the Agency; (ii) the Disposition and Development Agreement by and between the Developer and the Agency; (iii) the Owner Participation Agreement by and between In-N- Out and the Agency; Page 3 of 9 P:\Clerical Services Depl\Margaret\Agreements-Amendmcnts\Agrmts-Amend 2003\03-07-07 TIPP City Agency Loan Fin Agr.doc CDC/2003-25 (iv) the 1999 Redevelopment Cooperation Agreement by and between the City, the IVDA and the Agency; (v) the Condemnation Memorandum by and between the IVDA and the Agency; (vi) one or more loan agreements by and between the San Bernardino Public Financing Authority and the Agency relating to the HUB Project. Except that the total amount of such "HUB Project Indebtedness" will be reduced by the total amount of all funds obtained from federal sources that are applied by the Agency to payor discharge any obligation under any of the above listed agreements in this Section 1. (b.) The Agency hereby agrees to loan and the City hereby undertakes to borrow Nine Hundred Thousand Dollars ($900,000) without interest (the "Agency Loan") for the purpose of completing the construction of new public street improvements in Harriman Place, Laurelwood Drive, and Tippecanoe Avenue as described in the Harriman Place Improvement Agreement. The source of funds for the Agency Loan is proceeds from the California Infrastructure and Economic Development Bank Loan as described in the Harriman Place Improvement Agreement (the "CIEDB Proceeds"). Section 2. (a.) Subject to conditions of this Agreement, the City redevelopment financing assistance to the Assistance") each year for the term hereof not to exceed: the terms and agrees to provide Agency (the "City in the total amount (i) Six Million Dollars ($6,000,000) for the Agency's HUB Project Indebtedness, and (ii) Nine Hundred Thousand Dollars the Agency Loan. The source of funds of the Agency with City Assistance each year is Fund. ($900,000) to repay City to provide the the City's General The City shall disburse the proceeds of the City Assistance in annual installments (each a "City Assistance Advance"), from the City's General Fund. The Agency shall use and apply each City Assistance Advance to restore the CIEDB Proceeds and/or to repay HUB Project Indebtedness. Page 4 of 9 P:\Clcrical Services Dcpt\Margaret\Agrecments-Amendments\Agrmts-Amend 2003\03-07-07 TIPP City Agency Loan Fin Agr.doc CDCj2003-25 Section 3. The Ci ty and the Agency each acknowledge, understand and intend that the obligation of the City to pay each City Assistance Advance to the Agency each year during term of this Agreement shall constitute a current expense of the City to support the HUB Proj ect. The obligation of the Ci ty to provide City Assistance Advances to the Agency each fiscal year during the term of this Agreement is expressly acknowledged by the Agency to be a special and limited obligation of the City payable solely from the funds described in Section 4, in each fiscal year subj ect to annual appropriation by the City. Furthermore, the obligation of the Ci ty to the Agency as arises under this Agreement during each fiscal year shall not in any way be construed to be a debt of the City in contravention of any applicable constitutional restriction of the State concerning the creation of indebtedness by the City, nor shall anything contained in this Agreement be deemed to constitute a pledge of the general tax revenues, funds or monies of the City. Section 4. (a) Each year, subj ect to annual appropriation by the City, the City Assistance Advance shall be paid by the City to the Agency. The initial City Assistance Advance shall occur on the December 1 next following the first July 1 which occurs after the date on which the New Store is open for business to the general public the amount determined in accordance with Section 4(b). On each December 1, after such initial City Assistance Advance during the remainder of the term of this Agreement, the City shall pay a City Assistance Advance to the Agency in the amount determined in accordance with the formula set forth in Section 4(b). (b) The sum to be paid by the City as a City Advance on each described December 1 during the term of this Agreement shall be determined in accordance with the following formulas: Page 5 of 9 P:\Clerical Services Dept\Margaret\Agreements-Amendments\Agrrnts-Arnend 2003\03-07-07 TlPP City Agency Loan Fin Agr.doc CDC/2003-25 (i.) Beginning with the initial City Assistance Advance and continuing for each City Assistance Advance thereafter until the Agency Loan is repaid in full, the formula for calculating the amount of the City Assistance Advance shall be: All - (350,000 + C2/) City Assistance Advance transferred each fiscal year Loan is repaid. amount to be until the Agency (ii. ) After the City has formula be: repaid the for City Agency Loan in full, the Assistance Advances shall A - (350,000 + C) 2 City Assistance Advance amount to be transferred each fiscal year after the Agency Loan is repaid in full. (c) Provided the New Store opens for business to the general public, the City reasonably believes that funds shall be available each year for the payment of each City Assistance Advance. In any year in which the application of the formula set forth in Section 4(b) produces a figure of $-0- or less, no City Assistance Advance shall be paid by the City to the Agency. Section 5. The Agency shall use and apply each Ci ty Assistance Advance payment to restore the CIEDB Proceeds and/or to pay indebtedness of the Agency as incurred in connection with the HUB Project. The Agency and the City hereby 1.1 "A" ; the aggregate amount of the total of (i) the Transient Occupancy Tax paid to the City plus (ii) the retail sales and use taxes paid to the City, if any, pursuant to Part 1.5 (commencing with Section 7200) of Division 2 of the Revenue and Taxation Code and (iii) during the period of time when the "revenue exchange period" is in effect under Revenue and Taxation Code Section 7203.1 any amounts paid to the City, if any, from the Sales and Use Tax Cooperation Fund or such successor fund by San Bernardino County or the State of California from businesses situated in the Agency Implementation Area during the four (4) calendar year quarters ending on the March 30 preceding the December 1 date on which the calculation set forth in Section 4 (b) is made. This calculation shall be made annually during the term of this Agreement. ~I "C" ; the amount of scheduled asset transfer lease payments (principal and interest), if any, payable by the City under the term of the $2. OM loan agreement, approved by the State of California in September 2001, subject to final execution, by and between the City and the State of California Infrastructure and Economic Development Bank, during the four (4) calendar year quarters ending on the March 30 preceding the December 1 date on which the calculation set forth in Section 4 (b) is made. This calculation shall be made annually during the term of this Agreement. Page 6 of 9 P:\Clerical Services Dept\Margarct\Agreements-Amendmcnls\Agrmts-Amcnd 2003\03-07-07 TIPP City Agency Loan Fin Agr,doc CDCj2003-25 agree that the Agency shall have no obligation to repay City Assistance Advances to the City. Section 6. Subj ect to annual appropriation by the Ci ty, the City shall pay the City Assistance Advance to the Agency each year upon receipt of a written invoice from the Agency which states that the Agency shall use and apply the City Assistance Advance to restore the CEIDB Proceeds and/or to repay HUB Project Indebtedness. Each such written invoice of the Agency shall set forth the current balance of the Agency Loan and the HUB proj ect Indebtedness and the Agency shall provide the City with a suitably detailed accounting of the HUB Project Indebtedness each year during the term of this Agreement. Upon request by the Agency, the City shall provide the Agency with a suitably detailed accounting of the application of the formula set forth in Section 4(b) to the amount transferred by the City to the Special Fund each year during the term of this Agreement. Section 7. earlier to occur of: This Agreement shall terminate on the (i) December 1, Assistance Advance amount, or 2023 and the payment of the if any, due as of December 1, City 2022; (ii) the receipt by the Agency of an aggregate amount of Six Million Dollars ($6,900,000) in City Assistance Advances made by the City to the Agency hereunder or the HUB proj ect Indebtedness and Agency Loan are repaid in full to the Agency, whichever is less. Section 8. This Agreement shall take effect from and after the date of adoption and approval by the Common Council 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. III III III III III III III III III III Page 7 of 9 P:\Clcrical SClVices Dept\Margaret\Agreements-Amcndmenls\Agrmts-Amend 2003\03-07-07 TIPP City Agency Loan Fin Agr.doc CDC/2003-25 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first above written. CITY City of San By: APPROVED AS TO FORM: City Attorney AGENCY Redevelopment Agency of the City of San Ber /' 1 / U- Directoi Dr!~kt Dw !/~l/ By: APPROVED AS TO FORM AND CONTENT: ~~ AgencyvCouns 1 SPf7('{ e:./ Page 8 of 9 P:\Clerical SClVices Dcpt\Margaret\Agrcemcnts-Amendmenls\Agrmts-Amend 2003\03-07-07 TlPP City Agency Loan Fin Agr.doc """,.~ ~ .- I'.j = - c 0 ~ .2 '" t:: .<: ~ '" 0- = .. ... ."." ~ ~ Q) U <<l ~ = - <<l CI) e en CO ... J: ... <<l 0- ::r: I - m - CI) :J en :c CO J: 0- I m :J i :c L5 0::: t; ~ W 0 a ~ 0::: l- e.. z co w ::::> ~ :::c w ...J e.. ~ o ..... .... o o ..... ~ ,;, M ~ ~ r- EXHIBIT" A"