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Home My WebLink AboutR18-Economic Development CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY ORIGINAL FROM: Emil A. Marzullo Interim Executive Director SUBJECT: Holiday Inn Project at Orange Show Road and South "E" Street Redevelopment Cooperation Agreement with the Inland Valley Development Agency (IVDA Redevelopment Project Area) DATE: December 22, 2008 SvnoDsis of Previous Commission/Council/Committee Action(s): On December 18,2008, Redevelopment Committee Members Johnson and Baxter unanimously voted to recommend that the Mayor and Common Council and/or the Community Development Commission consider this action for approval. Recommended Motion(s): (Communitv DeveloDment Commission) Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute an agreement by and between the Agency and the Inland Valley Development Agency ("IVDA") to transfer authority to the Agency as to certain property proposed for development by BLBT Enterprises, LLC ("Developer"), at Orange Show Road and South "E" Street Contact Person(s): Project Area(s): Lou Schnepp IVDA Redevelopment Project Area Phone: (909) 663-1044 Ward(s): 3rd Supporting Data Attached: o Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letter(s) FUNDING REQUIREMENTS: Amount: $ -0- Source: Budget Authority: N/A N/A Signature: Emil A. Marzullo, Interim Fiscal Review: /5" 6" ", =--/>] l.T~) Barbara Lindseth, Administrative Services Director ---------------------------------------------------------------------------------7.,--------------------------------------------------------------- Commission/Council Notes: (!LJ(! ~9 -~j> ") P\AgendaslComm Dev CommissionlCDC 2009\01-05-09 BLBT Enterprises, LLC - Holiday Inn Project SR doc COMMISSION MEETING AGENDA Meeting Date: 01/05/2009 Agenda Item Number: IlIB (-IJi"-d1 ECONOMIC DEVELOPMENT AGENCY STAFF REPORT HOLIDAY INN PROJECT AT ORANGE SHOW ROAD AND SOUTH "E" STREET - REDEVELOPMENT COOPERA nON AGREEMENT WITH THE INLAND VALLEY DEVELOPMENT AGENCY (IVDA REDEVELOPMENT PROJECT AREA) BACKGROUND: The Redevelopment Agency of the City of San Bernardino ("Agency") has been working with the City of San Bernardino ("City"), the City of San Bernardino Development Services Department and BLBT Enterprises, LLC ("Developer"), to acquire certain right-of-way on South "E" Street and Orange Show Road in San Bernardino, in order to comply with the Conditions of Approval to construct and operate a 6- story, 128 room, 82,951 square foot hotel with a restaurant and subterranean parking structure (APN: 136-522-10 and II). The Site contains approximately 1.62 acres, located on the north side of Orange Show Road, approximately 140 feet west of"E" Street adjacent to the 1-215 Freeway in the Commercial General land use district ("CG-I "), Conditional Use Permit 06-34 and Variance 08-04 have been approved by the City's Planning Commission at their October 7, 2008, meeting. The Developer has requested that the Agency enter into an Owner Participation Agreement at a later date to possibly assist the Developer in financing the off-site improvements.. CURRENT ISSUE: The project will be located in the Inland Valley Development Agency ("IVDA") Redevelopment Project Area and will necessitate a Redevelopment Cooperation Agreement by and between the IVDA and the Agency. It is necessary and appropriate for the Agency to enter into a Redevelopment Cooperation Agreement with the IVDA in order to provide for the IVDA to transfer redevelopment authority for this Property to the Agency and to thus permit the Agency to receive any increased tax increment revenues generated from the Property to the extent that the Agency has provided any form of financial assistance to the Developer or the Property. The Developer is a limited liability company, and consistent with prior directions from the Community Development Commission of the City of San Bernardino, the principals of the Developer are identified as follows: Devinder Singh Gill and Ramanjit Singh Brar. The principals of the Developer have a franchise agreement with Holiday Inns for this project and own several other business ventures, including apartment buildings, laundromats, retail centers and convenience stores. The Developer has retained; Germania Corporation as the consultant to assist in the entitlement process, Joseph E. Bonadiman & Associates for engineering and Gary Miller, AlP for architectural services. The Developer has their offices located in the City of Colton and have built and operated a strip retail center located at 371 La Cadena Drive in the City of Colton. ENVIRONMENTAL IMPACT: This does not meet the definition of a project under Section 15378 of the California Environmental Quality Act ("CEQA"). P:\AgendasIComm Dev Commission\CDC 2009\01-05-09 BLBT Enterprises, LLC - Holiday Inn Project SRdoc COMMISSION MEETING AGENDA Meeting Date: 01105/2009 Agenda Item Number: fl./ g Economic Development Agency Staff Report Redevelopment Cooperation Agreement - Holiday Inn Project Page 2 FISCAL IMPACT: There is no fiscal impact at this time. RECOMMENDATION: That the Community Development Commission adopt the attached Resolution. he~- Emil A. Marzullo, Interi P:\Agendas\Comm Dev Commission\CDC 2009101-05-09 BLBT Enterprises, LLC - Holiday Inn Project SR,doc COMMISSION MEETING AGENDA Meeting Date: 01105/2009 Agenda Item Number: /lIe I nj ~ :0 m ~ I I I I I I ,\ I !It qi i 1~ 'I ; ~ p~ i I'I'! I dl ~ ,~~ .~ ~ t- ' .~ . . -- ~...-~- f I I I t ::@:-\ I, I I I I~I~ r I I I / I I 10 I 1&// I I! I I~ IAJPH ;"1' I~, I, .. 00 :07 '> )>, ( z \ G) \ m en I/Cs. ~ :0 ~ o 11 11 ~J' L~I 11 11 11 , 1\ , , 11 11 Ill! IIY! ~ ~l'lm!!!l!!ll!Illlilmlllll!i!l,r J ! I I '1111 I I" IIII I" *,: " l' H,!I, l'llillllll o I' II'ih '11i o ~ .11111 I ~ I II i i o II o I II I II I . -.., I II V ..- ~u.lliS;Ji;;;';;;;'''F Uo ,,~: llSi' 1OJii.!l' !O JII I " . " & ~I : 01 11 EXHIBIT "A" RIGHT-OF-WAY EASEMENT DEDICATION ALL THAT PORTION OF PARCEL NO.2, PARCEL MAP NO. 2294, RECORDED IN BOOK 20, PAGE 69 OF PARCEL MAPS, RECORDS OF THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, LYING EASTERLY AND SOUTHEASTERLY OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE NORTHEASTERLY CORNER OF SAID PARCEL, SAID POINT ALSO BEING ON THE WEST RIGHT OF WAY LINE OF "E" STREET; THENCE ALONG SAID WESTERLY RIGHT OF WAY LINE OF "E" STREET, SOUTH 0019'33" WEST, A DISTANCE OF 31.74 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT ALSO BEING THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE WEST HAVING A RADIUS OF 46.690 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25021 '39", A DISTANCE OF 20.67 FEET TO A POINT OF REVERSE CUVATURE AND THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE EAST, HAVING A RADIUS OF 46.69 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25021 '39", A DISTANCE OF 20.67 FEET; THENCE CONTINUING SOUTHERLY PARALLEL WITH AND DISTANT 59.00 FEET AT RIGHT ANGLES FROM THE CENTERLINE OF SAID "E" STREET, SOUTH 0019'33" WEST, A DISTANCE OF 167.90 FEET; THENCE SOUTH 37056'38" WEST, A DISTANCE OF 34.57 FEET TO A POINT IN THE SOUTH LINE OF SAID PARCEL, SAID POINT BEING DISTANT 5.45 FEET WESTERLY FROM THE SOUTHEAST CORNER OF SAID PARCEL. SUBJECT TO ALL RESERVATIONS, RESTRICTIONS, EASEMENTS, OFFERS OF DEDICATIONS, RIGHTS AND RIGHT OF WAYS OF RECORD. THIS PROPERTY HAS BEEN DESCRIBED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYOR'S ACT. ~ Edward J. Bonadtman, PLS '-19- og Date 0.22' I -1; "'i tv 0t>. I I ~ l>-I'~O' '/.~ ~9 AP' 01""'~' ~ I i '?~'?~'?> '?-O I J Ie, 0) r - I [g Lrjl ~ ll- 59' I I I 50' .~ I I ,-,'0, ) .~ro ~'I / _,-,'1 -,b<.' / "" / ~ ~~ ~<> ~ '?'.;:. ~ ~~ '?' <> V EXHIBIT "A" FOR RIGHT OF WAY PURPOSES ~~Ri~ NE'L Y CORNER PARCEL 2 40' : O' 40' . R=46.69' L=20.67' 6.=25'21'39" T=10.51' APN: 0136-522-27 APN: 0136-522-29 S89"51'36"W 5,45' SE'L Y CORNER PARCEL 2 LJ"GEND: - - N[y/ RIGHT OF WAY UNE ---------~ OLD R1GHT OF WAY UNE .... CENTERUNE PARCEL UNf: 50' NOOi9'33"W 31.74' I- W I W TRUE POINT OF II! BEGINNING I- R=46.69' 10 V='20.67' 6.=25'21'39" T=10.51, I 59' I (:lJ ~ . I M 0) l'- ~ = W = .... JOSEPH E. BONADIMAN & ASSOCIATES INC. .... oonsulting englne6f$ land su~ .. . " :iS4 N. AiJQwhead Avo. san BemarrIlno, GA. fJ:i408 PhOTUJ; (909)8811-3808 FBJC (909)381-17:11 EXHIBIT "B" SIDEWALK EASEMENT AN EASEMENT FOR SIDEWALK PURPOSES OVER AND ACROSS PARCEL NO. 2, PARCEL MAP NO. 2294, RECORDED IN BOOK 20, PAGE 69 OF PARCEL MAPS, RECORDS OF THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, MORE PARllCULARL Y DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTIIEASTERL Y CORNER OF SAID PARCEL, SAID POINT ALSO BEING IN THE WEST RIGHT OF WAY LINE OF "En STREET, THENCE SOUTH ALONG SAID RIGHT OF WAY A DlSTANCE'OF 72.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE COUNTINUING SOUTII ALONG SAID RIGHT OF WAY A DISTANCE OF 49.00 FEET; THENCE WESTERLY AT RIGHT ANGLES A DISTANCE OF 18.00 FEET; THENCE NORTII, PARALLEL WITH SAID RIGHT OF WAY LINE, A DISTANCE OF 49.00 FEET; THENCE EASTERLY AT RIGHT ANGLES A DISTANCE OF 18;00 FEET TO THE TRUE POINT OF BEGINNING. . EXCEPT THEREFROM ANY PORTION LYING WITHIN THE RIGID' OF WAY OF "E" STREET. SUBJECT TO ALL RESERVATIONS, RESTRICTIONS, EASEMENTS, OFFERS OF DEDICATIONS, RIGHTS AND RIGHT OF WAYS OF RECORD. THIS EASEMENT HAS BEEN DESCRIBED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITli THE PROFESSIONAL LAND SURVEYOR'S ACT. fr((n f.~cB Edward J, Bonadiman, PLS Date LEGEND: 40' . o' EXHIBIT "B" FOR SIDEWALK PURPOSES NE'L Y CORNER PARCEL 2 40' , POINT OF COMMENCEMENT APN : 0136-522.27 8 ~ ~ J5v 1,1,9bi ,?p.~0' 1'09 ~ ~ 1.0 '? '? ,",,<0 APN : 0136.522-28 APN : 0136.522.29 ~ <?~ ~<> ~ ~'r-<- ~ <> ~ \'" V 50' TRUE POINT OF BEGINNING I 50' to 1LI 1LI It: to OJ ~ . <0 .!'>j IG C> ~ = 1LI = - - - CENlERUNE - PARCEL LINE iI JOSEPH E. SONADIMAN & ASSOCIATES INC. . COflsultlng engineers land SUNeyOrs ..... .~. . ... ." 234 N. Arrowhead Ave" San Bernardino. CA. 92408 Phone: (909)~B5-3S06 Fax: (909):381-1721 -------... - EASEMENT 1 2 3 4 5 6 7 8 9 RESOLUTION NO. RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE AN AGREEMENT BY AND BETWEEN THE AGENCY AND THE INLAND VALLEY DEVELOPMENT AGENCY ("IVDA") TO TRANSFER AUTHORITY TO THE AGENCY AS TO CERTAIN PROPERTY PROPOSED FOR DEVELOPMENT BY BLBT ENTERPRISES, LLC ("DEVELOPER"), AT ORANGE SHOW ROAD AND SOUTH "E" STREET WHEREAS, the City of San Bernardino ("City") and the Redevelopment Agency of the City 10 of San Bernardino (the "Agency") have been engaged in efforts to facilitate the creation of new jobs 11 and business development through responsible real estate ownership, development and land use 12 opportunities; and 13 14 15 16 WHEREAS, the Agency Staff has been working with the Development Services Department of the City and BLBT Enterprises, LLC (the "Developer"), to acquire certain right-of-way on the northwest corner of South "E" Street and Orange Show Road in the City in order to comply with the 17 Conditions of Approval as imposed by the City upon the Developer for the construction and 18 operation of a 6-story, 128 room, 82,951 square foot hotel with subterranean parking on APN: 136- 19 522-10 and 11 (the "Property"); and 20 WHEREAS, the Property contains approximately 1.62 acres, located on the north side 0 21 Orange Show Road, approximately 140 feet west of"E" Street, adjacent to the 1-215 Freeway in the 22 23 24 CG-I, Commercial General land use district of the City; and WHEREAS, Conditional Use Permit 06-34 and Variance 08-04 have been approved by the 25 Planning Commission of the City on October 7, 2008, subject to certain conditions of approval and 26 other requirements imposed upon the Developer and the Property all as further stated in the record 27 of such Planning Commission meeting; and 28 I P'\A"~n~..\R..""I''';"n<\R''<<'lI,,t;,,~,'.'I'\(l<l',nl_()'i..flQ R! RT J:'n'Pm";'''' 11 r _ It"l;,!." 1M rr.r (I..." ~"r ~"r 1 WHEREAS, the Developer has requested that the Agency enter into an Owner Participation 2 Agreement to assist the Developer in financing all or a portion of the required off-site public 3 improvements for the project upon the Property as shall be located in the Inland Valley 4 5 Development Agency ("IVDA") Redevelopment Project Area which will necessitate a Redevelopment Cooperation Agreement being approved and executed by and between the IVDA 6 7 and the Agency; and 8 WHEREAS, it is necessary and appropriate for the Agency to enter into the Redevelopment 9 Cooperation Agreement between the Agency and the IVDA to provide for the transfer 0 10 redevelopment authority from the IVDA to the Agency as to the Property and to permit the Agency 11 to receive any net tax increment revenues generated from the Property attributable to increases in 12 13 assessed valuation upon the development of the Property if and to the extent that the Agency has provided any form of financial assistance to the Developer or the Property; and 14 15 WHEREAS, the Property, as defined herein, is situated within the IVDA Redevelopment 16 Project Area ("Project Area") which is a redevelopment project area adopted and administered by 17 the IVDA. 18 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 19 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 20 FOLLOWS: 21 The Community Development Commission of the City of San Bernardino Section 1. 22 ("Commission") hereby approves the form of the Redevelopment Cooperation Agreement 23 ("Agreement") as attached hereto and hereby authorizes the Interim Executive Director to execute 24 said Agreement on behalf of the Agency together with such technical and conforming changes as 25 may be recommended by the Interim Executive Director of the Agency and approved by the Agency 26 Counsel. The Commission further authorizes the receipt of any tax increment revenues generated 27 from the Property to the extent that the Agency has at a later date provided any form of financial 28 assistance to the Property or the Developer all as shall be subject to a subsequent official action of 2 1 the Commission at its sole and absolute discretion to approve or reject any such request for financial 2 assistance. 3 Section 2. 4 Commission. 5 /II 6 /II 7 /II 8 1/1 9 /II 10 /II 11 /II 12 /II 13 /II 14 1/1 15 /II 16 /II 17 /II 18 1/1 19 /II 20 /II 21 /II 22 /II 23 /II 24 /II 25 /II 26 /II 27 /II 28 /II This Resolution shall take effect from and after its date of adoption by the 3 1 2 3 4 5 6 7 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE AN AGREEMENT BY AND BETWEEN THE AGENCY AND THE INLAND VALLEY DEVELOPMENT AGENCY ("IVDA") TO TRANSFER AUTHORITY TO THE AGENCY AS TO CERTAIN PROPERTY PROPOSED FOR DEVELOPMENT BY BLBT ENTERPRISES, LLC ("DEVELOPER"), AT ORANGE SHOW ROAD AND SOUTH "E" STREET I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 8 Development Commission of the City of San Bernardino at a 9 thereof, held on the day of 10 Commission Members: Aves 11 ESTRADA 12 BAXTER 13 BRINKER 14 VACANT 15 KELLEY 16 JOHNSON 17 MC CAMMACK 18 19 20 21 22 23 24 meeting ,2009, by the following vote to wit: Navs Abstain Absent Secretary The foregoing Resolution is hereby approved this day of ,2009. Patrick J. Morris, Chairperson Community Development Commission of the City of San Bernardino 25 Approved as to Form: 26 By: 27 28 \<~fk Agency oun 4 REDEVELOPMENT COOPERATION AGREEMENT BY AND BETWEEN THE INLAND VALLEY DEVELOPMENT AGENCY AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (Orange Show Road Hotel Development) This Redevelopment Cooperation Agreement (this "Agreement") is dated as of January 5, 2009, by and between the Inland Valley Development Agency, a joint powers authority, established 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"), and is entered into with respect to the following facts set forth in the Recitals: -- RECITALS -- WHEREAS, the City of San Bernardino (the "City") and the Agency have been engaged in efforts to facilitate jobs and business development through responsible real estate ownership and land use opportunities; and WHEREAS, the Agency has been working with the City, Development Services Department and BLBT Enterprises, LLC (the "Developer"), to acquire certain right of way on South "E" Street and Orange Show Road in San Bernardino in order to meet the Conditions of Approval to construct and operate a 6-story, 128 room, 82,951 square foot Hotel with On-sale Beer, Wine & Spirits Eating Place on APN 136-522-10 and II; and the Site contains approximately 1.62 acres, located on the North side of Orange Show Road, approximately 140 feet West of "E" Street, adjacent to the 1-215 Freeway in the CG-1, Commercial General land use district; and Conditional Use Permit 06-34 and Variance 08-04 has been approved by the San Bernardino City Planning Commission at the October 7, 2008, subject to certain conditions; and WHEREAS, the Developer, BLBT Enterprises, LLC, has requested that the Agency enter into an Owner Participation Agreement to assist them in fmancing these off-site improvements, and the project will be located in the IVDA Redevelopment Project Area and will also necessitate a Redevelopment Cooperation Agreement between the IVDA and the Agency; and WHEREAS, it is necessary and appropriate for the Agency to enter into this Agreement between the Agency and the IVDA in order to provide for the IVDA to transfer authority to the Agency to acquire certain redevelopment authority of the IVDA as to the Property, and to receive any net tax increment generated from the Property to the extent that the Agency is able to assist the Developer; and WHEREAS, the Property, as defined herein, is situated within the IVDA Redevelopment Project Area ("Project Area") which is a special redevelopment project area administered by the IVDA; and P:\Agendas\Agenda Anachmenl$\Agenda Attadunents\Ageoda Attachments\Agrmts-Ameod 2009\OI-05..Q9 BLBT Enterprises, liC - Holiday Inn IVDA Cooperation Agreement.doc WHEREAS, the IVDA has been established pursuant to a joint exercise of powers agreement in January 1990, for the purpose of assisting in the conversion, redevelopment and civilian reuse of the former Norton Air Force Base ("NAFB") located within the City; and WHEREAS, the member governmental entities of the IVDA include the County of San Bernardino, a political subdivision of the State of California, the City of Colton, a municipal corporation, the City ofLoma Linda, a municipal corporation, and the City, a charter city; and WHEREAS, the IVDA has been granted specific powers by the State Legislature in 1989 (Stats. 1989 c.545 and See Now Stats 1997, c.580 and Health and Safety Code Section 33492.40, et seq.) to assist in the redevelopment of the NAFB and the lands in proximity thereto pursuant to the Community Redevelopment Law (Health and Safety Code Section 33000, et seq., hereinafter referred to as the "CRL"); and WHEREAS, the IVDA has adopted the Redevelopment Plan for the Project Area (the "Redevelopment Plan") in accordance with the provisions of the CRL, and the Redevelopment Plan provides for certain redevelopment activities to be undertaken within the Project Area as more fully described in the Redevelopment Plan; and WHEREAS, at the present time, substantially all the fmancial and administrative staff resources available to the IVDA are devoted to the implementation of certain agreements affecting the NAFB, including an agreement entitled "Agreement between the Department of the Air Force and the Inland Valley Development Agency," dated March 7, 1995, as amended, and an agreement entitled "Master Disposition and Development Agreement", dated November 6, 2002, both of which specifically relate to the civilian reuse and redevelopment of the lands comprising the NAFB; and WHEREAS, the Agency seeks to initiate certain redevelopment actIvIties affecting the Project, as defined herein, which is situated within the Project Area but which is not part of the NAFB; and WHEREAS, the IVDA and the Agency deem that the approval and implementation of this Agreement are consistent with the Redevelopment Plan and the purposes and intent of the CRL and in particular, Health and Safety Code Section 33492.40, et seq., to expeditiously accomplish the redevelopment of certain lands located in the City which are also within the Project Area. NOW, THEREFORE, THE INLAND V ALLEY DEVELOPMENT AGENCY AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO DO HEREBY MUTUALLY AGREE AS FOLLOWS: Section 1. Recitals. The parties acknowledge and agree that the recitals as set forth above are accurate and correct in all respects. Section 2. Accomplishment of Public Purposes. The parties acknowledge and agree that this Agreement provides the IVDA, and the Agency with a means to foster the redevelopment of a portion of the Project Area located within the municipal boundaries of the City of which could not otherwise be accomplished within the foreseeable future unless the parties to this Agreement agree to exercise certain responsibilities as set forth herein. This Agreement is intended to be consistent 2 PlAgenda.slAgenda. AttachmentslAgenda Attachmenls\Agenda Attachments\Agmlls-Amend 2009\0]-05-09 BLBT EnlelJlrises, LLC. Holiday Inn lVDACooperation Agrecmentdoc with the intent and legal requirements of the CRL and in particular, Health and Safety Code Section 33413, et seq., and shall be considered as an agreement entered into by and between the IVDA and the Agency to accomplish the removal of blighting conditions within the Project Area and to compliment the civilian reuse and redevelopment of certain lands near the NAFB in the Project Area. This Agreement shall provide the IVDA with additional assistance from the Agency to undertake redevelopment activities in the portion ofthe Project Area where the Project is located, as more fully depicted in Exhibit "A" attached hereto. The parties presently anticipate that an Owner Participation Agreement for the redevelopment of the Property site will be executed with a future developer and the Agency. Section 3. Grant of Redevelopment Powers to the Agencv for the Proiect. (a) Except as set forth in Section 3(b) and Section 3(c) of this Agreement, the IVDA hereby grants to the Agency, acting by and through the Community Development Commission of the City of San Bernardino (the "Commission") and to the legislative body of the Agency acting by and through the Mayor and Common Council of the City of San Bernardino (the "Council"), as applicable, the right, power and authority to act for and on behalf of the IVDA for the purpose of exercising all redevelopment powers legally available to the IVDA as set forth in the Redevelopment Plan, the CRL and in particular, the provisions of Health and Safety Code Section 33492.40, et seq., affecting any lands and property situated within the Project. In addition to any other powers which the City and/or the Agency may have, the Agency may, either in its name or on behalf of the IVDA, exercise all of the powers, rights and authorities of the IVDA as set forth in the Redevelopment Plan with respect to the lands and property situated within the Project, including, but not limited to, the right to acquire and dispose of real and personal property, to either exercise the power of eminent domain directly on behalf of the IVDA or request the IVDA to consider the exercise of such powers in support of the Agency and at the sole discretion of the IVDA, sue and be sued, enter into agreements and undertake such other actions as appropriate to the intent of this Agreement. No such action of the City or the Agency, as applicable with respect to the exercise of such redevelopment powers affecting the Project, need to be consented to, ratified or confirmed by the IVDA unless such ratification, consent or confirmation by the IVDA is otherwise requested at the discretion of the City or the Agency. In the event the IVDA is so requested in writing by either the City or the Agency to ratify, consent or confirm any action or intended action of the City or the Agency with respect to the Project pursuant to this Agreement, the IVDA shall consider such matter as soon as practicable after receipt of such written request. The City and the Agency shall be solely responsible for the payment of all costs and expenses as may be associated with the implementation of any redevelopment activity as may hereafter be undertaken by the City and the Agency in the Project as authorized by this Agreement. (b) Notwithstanding the provisions of Section 3(a), the City and the Agency shall not initiate any amendment of the Redevelopment Plan or any amendment or supplement to the Implementation Plan for the Project Area without first obtaining the written approval of the IVDA in its sole and absolute discretion. 3 P:\Ageodas\Agenda. AttachmeotslAgenda AnachmencslAgenda Attachment~\Agrmts.Amend 2009\01-05-09 BLaT Enterprises, LLC - Holiday Inn I\fDA Cooperation Agreement,doc (c) Notwithstanding the provisions of Section 3(a) or any other part of this Agreement, the City and the Agency shall take no action under this Agreement which causes the IVDA to incur an indebtedness which is payable from any funds, revenues or assets of the IVDA, except from "Transfer Revenues", if any, as this term is defined in Section 4. Section 4. Transfer of a Certain Portion of the IVDA Tax Increment Funds for the Redevelooment of the Proiect. (a) In addition to the meaning of certain words and phrases as set forth in the preceding Recital paragraphs and sections of this Agreement, the following definitions shall apply to usage of the terms set forth in this Agreement: (i) "Project Properties Base Year" means and refers to the secured property tax roll assessed valuation of the properties within the Project Properties for ad valorem property tax purposes, for the 2007-2008 fiscal year of the IVDA as shown on the secured property tax assessment rolls of the County Assessor; (ii) "Project Properties Indebtedness" means and refers to the indebtedness which the Agency may incur on or after the date ofthis Agreement with respect to the Project; (iii) "Project Properties" means and refers to the approximately 1.62 acres of land in the Project which is also depicted in Exhibit "A"; (iv) "The Project" means and refers to a community redevelopment project of the Agency, and the related activities which may hereafter be undertaken by the Agency in the Project Area. The Project shall be more particularly identified in the written notice provided to the IVDA by the Agency under Section 4(e); (v) "Tax Increment Revenue" means and refers to those revenues, if any, received by the IVDA under Article VII, Section B(702) of the Redevelopment Plan as related to the Project Properties; (vi) "Transfer Revenue" means and refers to a portion of the tax increment revenue of the IVDA attributable to the Project Properties described in Section 4(b) which the IVDA shall pay to the Agency each year during the term of this Agreement with respect to indebtedness incurred by the Agency in connection with the redevelopment of the Project Properties subject to the conditions set forth in Section 4. (b) Transfer Revenue is a portion of the tax increment revenue of the IVDA generated by the Project Properties by virtue of the Project, if any, each fiscal year, in excess of such tax increment revenue of the IVDA attributed to the Project Properties Base Year, net of the low- and moderate-income housing set-aside obligation of the IVDA with respect to such tax increment revenue in each such fiscal year, and further net of the portion of such tax increment revenue of the IVDA with respect to the Project Properties which is payable by the IVDA in such fiscal year under the School District Agreements as set forth in Section 4(f). (c) Provided the Agency has given the IVDA the notice described in Section 4(e), commencing no sooner than the 2008-2009 fiscal year of the IVDA, and for each fiscal year of the 4 P:\Agend.as\Agenda Auachments\Agenda Attachments\Agenda Anachmcnts\Agrmls-Amend 2009\01-05-09 BLBT Enterprises, LLC _ Holiday Inn IVDA Coopenl:ion Agreement.doc IVDA thereafter during the term of this Agreement, the IVDA hereby agrees to pay to the Agency, the Transfer Revenue attributable to the Project Properties, if any, for each such fiscal year following the Project Properties Base Year. The obligation of the IVDA to pay the Transfer Revenue to the Agency is a special fund obligation of the IVDA payable solely from the portion of the tax increment revenue of the IVDA generated by the Project Properties by virtue of the Project, if any, in the amount as calculated each fiscal year under the formula set forth in Section 4(b). No Transfer Revenues shall be payable by the IVDA to the Agency for any fiscal year of the IVDA after June 30, 2030. Any unpaid balance of the Project Properties Indebtedness as may exist as of July I, 2030, shall be discharged, released and forgiven by the Agency. (d) The IVDA shall only remit the Transfer Revenues calculated pursuant to Section (b) to the extent that the Agency has incurred on or after July I, 2008, funds, or incurred indebtedness in connection with the redevelopment of all or any portion of the Project Properties Indebtedness, including, without limitation, indebtedness incurred under one or more separate agreements by and between the Agency and the City or indebtedness to a noteholder, bondholder, trustee or other creditor of the Agency related to costs incurred or paid by the Agency for the redevelopment of the Project. The Agency shall, as a condition precedent to the receipt of Transfer Revenue on each May I st commencing as of the May I following the date of notice as may be delivered by the Agency pursuant to subsection (e) below, submit to the IVDA, a suitably detailed written statement of the outstanding unpaid balance of Project Properties Indebtedness incurred by the Agency, including the relevant terms of repayment of such Project Properties Indebtedness. (e) By a date not later than the expiration date of this Agreement, the Agency shall give notice to the IVDA that the Agency entered into one or more written agreements with third-parties for the redevelopment of at least one-half (\I,) of the acres of land included in the Project. Such notice shall contain a suitably detailed description of the Project and the current balance, as of the date of such notice of the Project Properties Indebtedness. Concurrently with such notice, the Agency shall also deliver to the IVDA, a copy of such written agreements. In the event that such notice is not given by the Agency, then in such event, no Transfer Revenues shall be payable to the Agency by the IVDA under this Agreement. (f) This Agreement and the amounts of Transfer Revenue to be remitted by the IVDA to the Agency shall, at all times, be subject to the provisions of the various school district pass-through agreements between the IVDA and the San Bernardino City Unified School District, Colton Joint Unified School District, Redlands Unified School District, County Superintendent of Schools and the San Bernardino Valley College District (collectively, the "School District Pass-Through Agreements") as the same are applicable to the increases in the tax increment revenues generated by the Project Properties. The calculation of the amount of the Transfer Revenue to be remitted by the IVDA to the Agency shall be a net of all amounts required to be paid by the IVDA to the various school districts pursuant to the School District Pass-Through Agreements. The IVDA shall be solely responsible for the administration of the School District Pass-Through Agreements and the IVDA may charge a proportion offee against the Tax Revenues for third-party costs associated with such administration. (g) The IVDA has established the Low- and Moderate-Income Housing Fund for the Inland Valley Redevelopment Project, and twenty percent (20%) of tax increment revenues received by the IVDA are deposited into such fund each year, subject to certain decreases authorized under applicable law. Said twenty percent (20%) figure may be decreased pursuant to Health and Safety 5 P:\Agenw\Agenda Attachments\Agenda Attachments\Agenda Att.adl1nellts\Agnnts-Amend 2009\01-05-09 BLBT EtlttJpr1ses, LLC - Holiday Inn rvDA Cooperation Agreement.doc Code Section 33334.2(a) (I) and (2) from time-to-time by the IVDA. If the IVDA determines for the entire Project Area, inclusive of the Project Properties, to deposit less than said twenty percent (20%) figure for a particular fiscal year, as permitted by Health and Safety Code Section 33492.40(e) and 33334.2(a)(2)(A), or if the IVDA determines to make no deposit into the Low- and Moderate-Income Housing Fund for the entire Project Area, inclusive of the Project Properties, as permitted by Health and Safety Code Section 33334.2(a)(I)(A), then in any such event, the Transfer Revenue calculation as set forth in Section 4(b) of this Agreement for the particular fiscal year or fiscal years, as applicable, in which such a finding is made by the IVDA, shall not be subject to any off-set or adjustment corresponding to any amounts of such tax increment revenue that the IVDA has not deposited into the IVDA Low- and Moderate-Income Housing Fund. (h) The obligation of the IVDA to remit any portion of the Transfer Revenue to the Agency pursuant to this Agreement is, at all times, subordinate to the obligations of the IVDA incurred pursuant to any and all tax allocation bonds, notes or other forms of indebtedness, and all refinancings of any of these, issued or incurred by the IVDA to the holders of publicly issued bonds, notes or other forms of indebtedness considered municipal securities sold in the municipal bond market. (i) The IVDA and the Agency will cooperate in each year during the term of this Agreement in the preparation of the Statement of Indebtedness for the IVDA as it relates to the Project Properties indebtedness and the Transfer Revenue payable by the IVDA to the Agency for the Project Properties indebtedness. The IVDA and the Agency further agree, upon thirty (30) days written request, to exchange suitably detailed and written accounting and audit records related to the Project Properties indebtedness and the Transfer Revenue, including the estimates and final remittance amounts of Transfer Revenue each fiscal year as calculated by the IVDA, and the Project Properties indebtedness amounts incurred by the Agency with respect to the redevelopment of the Project Properties. G) Except as set forth in this Agreement as it relates to Transfer Revenues, no other tax increment revenue or other funds or assets of the IVDA are subject to this Agreement. The IVDA may, but shall not be required, unless subsequently approved by the IVDA on a case-by-case basis, advance, loan or otherwise transfer to the Agency other tax increment revenue as may then be available to the IVDA from the Project Area, subject to applicable law. Section 5. Pre-June 30, 2008 Indebtedness of the Agencv Relating to the Proiect. As of June 30, 2008, the Agency has incurred no debt in redevelopment indebtedness with respect to its efforts to address conditions of blight in the Project, including indebtedness incurred for the acquisition of the property. No cost, expense or indebtedness incurred by the Agency with respect to the Project prior to June 30, 2008, shall be deemed to be an eligible cost or indebtedness of the Agency for purposes of calculating the Project Properties indebtedness. Section 6. Notices. Formal notices, demands and communications between the IVDA and the Agency shall be deemed sufficiently given if (i) dispatched registered or certified mail via United States Postal Service, postage prepaid, return receipt requested, as designated in this Section 6; (ii) by personal delivery; (iii) express delivery service with written verification of delivery; or (iv) by electronic transmittal, including fax transmissions with telephonic verification of receipt. Such written notices, demands and communications may be sent in the same manner to such other addresses as any party may, from time-to-time, designate by written notice to the other parties. 6 P:\AgendasV..genda Anachment5\Agenda Anachmenls\Agcnda Anachmenls\Agrmts-Amend 2009\01-05-09 BLBT EntClflriSes, LLC - Holiday Inn rvDA Cooperation Agreemellt,doc Copies of all notices, demands and communications shall be sent as follows: IVDA: Inland Valley Development Agency Attention: Executive Director 294 South Leland Norton Way San Bernardino, California 92408 AGENCY: Redevelopment Agency of the City of San Bernardino Attention: Emil A. Marzullo, Interim Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 9240 I Notices which are dispatched by registered or certified mail through the United States Postal Service shall be deemed to be given three (3) business days after deposit with the United States Postal Service, and notices which are given by personal delivery shall be deemed given upon such personal delivery. Notices dispatched by express delivery service shall be deemed to have been given upon receipt by the party receiving such notice and execution of the delivery receipt, and notices dispatched through electronic transmittals shall be deemed to have been given upon telephonic verification of receipt. Section 7. Indemnification and Hold Harmless. The Agency hereby agree to indemnifY, defend and hold harmless, the IVDA and each of its officers, officials and employees from any and all loss, liability, claim, cost, expense or judgment, including attorney's fees, that may result from the implementation of this Agreement by the Agency. The Agency will also defend, indemnifY and provide the cost of defense on behalf of the IVDA with respect to any third party challenge to the legality or enforceability of this Agreement pursuant to the CRL. Such indemnification and hold harmless shall apply whether or not the City and/or the Agency, or either of them was at fault or in any manner contributed to any such loss, liability, claim, cost, expense or judgment. Section 8. Entire Agreement of the Parties. This Agreement represents the entire agreement by and between the IVDA and the Agency with respect to the transfer of the redevelopment powers of the IVDA affecting the Project. Section 9. Invalidity of Anv Provision. In the event it is determined that any provision of this Agreement is invalid or unenforceable as between the parties, the remaining provisions which are determined to be valid and enforceable shall remain in full force and effect. Section 10. Approval and Effective Date of Agreement. This Agreement has been duly approved and authorized for execution and delivery by the governing board of the IVDA and by the Commission on behalf of the Agency, and this Agreement has been duly executed and delivered by the parties hereto. This Agreement may be executed in counterparts and when fully executed by the parties, it shall be effective for all purposes as of the date set forth in the introductory paragraph. /1/ /1/ //1 7 P-'Agend.a.s\Agenda AttachmenlslAgenda Anal;hmems\Agenda Anachmcnts\Agrmts-Arnend 2009\01-05-09 BLBT Enterprises, lie - Holiday (M IVDA Cooperation Agreement doc THIS AGREEMENT HAS BEEN DULY EXECUTED BY THE AUTHORlZED REPRESENTATIVES OF THE PARTIES HERETO AS SET FORTH BELOW. IVDA Inland Valley Development Agency, a joint powers authority Date: By: Co-Chair By: Co-Chair (SEAL) ATTEST: By: Clerk of the Board Approved as to Form: By: General Counsel AGENCY Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic Date: By: Emil Marzullo, Interim Executive Director (SEAL) ATTEST: By: Don Gee, Assistant Secretary Approved as to Form and Legal Content: By: C?~d~ Agency Co el 8 P:\Agenda5\Agenda Anachrnents\Agenda Anachments\Agcoda Attadunen15\Agmlts-Amend 2009\01-05-09 BLBT Enterprises, LLC - Holiday Inn IVDA Coopermon Agreement-doc c--.l u-:> '" '" o o c " ~ o c ~ e mO e c~ 0-< tn..!~ -,,0 oar:::r--:, - . =~C; LH--.... lI1lz ~ o @ ~-~ -~ = ~ ~@ .r: -HlfJ-> . ~ ~ .i~l~ _ _ X 4' ;; ,- 1"111-- "p:' I, -+- @ 0 < c: ~ '"0 ~ ..... E-< 0 @ c: .... ..... ~ '" .... 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