Loading...
HomeMy WebLinkAbout09.D- Economic Development Agency DOC ID: 1368 F CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Agreement/Contract From: Emil A. Marzullo M/CC Meeting Date: 11/21/2011 Prepared by: Lorraine Wyche, (909) 663- 1044 Dept: Economic Development Agency Ward(s): 1 Subject: Discussion and Update on the Status of the Proposed Regal Lease Transaction for the Downtown Cinema Project and Community Development Commission Recommendations to the San Bernardino Economic Development Corporation Financial Impact: There is no impact to the General Fund. The SBEDC will continue to make the HUD Section 108 Loan payments on the current balance of$3,450,000 from the original theater development HUD Section 108 Loan pursuant to the SBEDC's Agreement with the Agency. © Estimated Cost to the SBEDC: For this Lease,the estimated up-front capital cost for the SBEDC is $4,700,000. It is anticipated that this amount initially will be drawn from available SBEDC cash and replaced with a portion of New Market Tax Credit financing. Revenues to the SBEDC: Per the terms of the Lease,the SBEDC will lease the Theater to the Lessee in return for monthly lease payments over the life of the Lease term. Beginning on the date when the Lessee opens for business to the public,but excluding any grand opening parties or events,the Lessee shall pay monthly the greater of an "all-inclusive"rent(and no other occupancy charges and/or fees) of fifteen percent(15%) of Gross Sales or the following Annual per square foot Gross Rent as follows: Year Monthly Minimum Base Rent Annual Minimum Base Rent 1 - 10 $70,833.33 $12.11 $850,000 $145.32 Options to Renew: 11 - 15$76,687.50 $13.11 $920,250 $157.32 Updated: 11/17/2011 by Linda Sutherland F Packet Pg. 145 1368 16 -20$82,541.67 $14.11 $ 990,500 $169.32 21 -25$88,395.83 $15.11 $1,060,750 $181.32 26 -30$94,250.00 $16.11 $1,131,000 $193.32 31 - 34$100,104.17 $17.11 $1,201,250 $205.32 Net Revenues to the SBEDC: The present value of the initial ten(10) years of base rent is $8,500,000. The present value of the SBEDC's costs for the Project is $4,700,000. If the SBEDC retains ownership of the Theater, the Lease is anticipated to generate, at a minimum, $3,800,000 in revenues for the SBEDC over the first ten(10)years of the Lease. Additionally,revenues will increase as gross sales increase and the SBEDC receives 15 percent of the gross sales over the annual base rent. Motion: The Community Development Commission of the City of San Bernardino recommends to the San Bernardino Economic Development Corporation approval and final execution of the proposed Regal Lease for the Downtown Cinema Project. Synopsis of Previous Council Action: September 7, 2010, and November 15, 2010, closed session discussions on Agency vetting of each Cinema proposal. January 10, 2011, Community Development Commission approved the receipt and filing of the materials provided by the Interim Executive Director of the Redevelopment Agency relative to the update on the Regal Entertainment Cinema Project. Background: On October 29, 1996, the Redevelopment Agency of the City of San Bernardino (the "Agency") and MDA-San Bernardino Associates, LLC, entered into a Disposition and Development Agreement (1996-DDA) for the development, construction, improvement, and financing of a multi-screen cinema complex and related common area improvements. In 2001, with the downturn in the cinema industry, the Agency purchased the theater building (located at 450 North "E" Street) from MDA, together with the existing tenant lease with CinemaStar Luxury Theaters, Inc. ("CinemaStar"), for $10,000. On September 28, 2008, CinemaStar ceased operations. On November 7, 2008, the Agency filed an unlawful detainer action with the Superior Court of California which held CinemaStar to be in default of the terms of their lease, declared the lease to be terminated and granted possession of the multi-screen cinema complex (the "20-Plex") to the Agency as of December 1, 2008. On December 15, 2008, the Mayor and Common Council of the City of San Bernardino (the "Council") consented to the disposition of the 20-Plex to Maya North America("Maya") and the Community Development Commission of the City of San Bernardino (the "Commission") approved the sale of the 20-Plex and authorized the Interim Executive Director of the Agency to Updated: 11/17/2011 by Linda Sutherland F 1368 execute the 2008 Disposition and Development Agreement (the "2008 DDA") by and between the Agency and Maya. On February 2, 2009, the Council authorized the submittal of a U.S. Department of Housing and Urban Development ("HUD") Section 108 Loan Guarantee Application (the "HUD Loan Application"), on March 6, 2009, the Community Development Citizens Advisory Committee recommended to forward the Pre-Application for the HUD Loan Application for the re-finance and rehabilitation Project to the Council for approval, and on April 6, 2009, in a Public Hearing, the Council approved and authorized the submittal of the HUD Loan Application for Maya to HUD. The HUD Loan Application was submitted to HUD and the Agency received HUD's approval on September 25, 2009. On May 18, 2009, the Commission approved Amendment No. 1 to the 2008 DDA extending the close of escrow deadline from July 1, 2009 to October 30, 2009, due to unforeseen delays in the Agency obtaining legal possession of the building and its contents, HUD's review and approval of the HUD Loan Application, and Maya securing its financing as stated and outlined in the 2008 DDA. Maya's continued difficulty with securing financing for the re-opening of the 20-Plex lead to the termination of the 2008 DDA on April 15,2010. Between the months of May and September in 2010, the Agency received 8 proposals for development of the 20-Plex. The Agency vetted each proposal and upon approval by the Commission in closed session, the Agency was directed to negotiate with Regal Entertainment Group ("Regal"). Regal operates the largest and most geographically diverse theater circuit in the United States, consisting of 6,745 screens in 546 theaters in 38 states and the District of Columbia. In fiscal year ending December 2009, Regal had an annual attendance over 244 million. Regal's operating downtown cinemas range from Los Angeles to Knoxville, Tennessee. Regal is a publicly traded company listed on the New York Stock Exchange and its financial strength is testament to backing its lease commitments. Regal focuses on enhancing its position in the motion picture exhibition industry by distributing value to stockholders, realizing selective growth opportunities through new theater construction, expanding and upgrading its existing asset base with new technologies, and capitalizing on prudent industry consolidation opportunities. On November 30, 2010, Regal and the Agency executed a Letter of Understanding and negotiations commenced on the leasing of the fourteen(14)of the 20 theaters in the Cinema. CURRENT ISSUE: It is proposed that Regal, as Lessee, will enter into a Lease Agreement with the San Bernardino Economic Development Corporation (the"SBEDC" as successor in property interest), as Lessor, for the development and reuse of fourteen (14) of the existing twenty (20) theaters within the CCinema building. It is anticipated that the Cinema will be opened by the end of the first half of Updated: 11/17/2011 by Linda Sutherland F PacketPg. 147 1368 2011. Additionally, the SBEDC proposes to lease or sell four (4) of the remaining six (6) theaters to private developers and/or commercial/retail operators and to retain two (2) theaters as possible ancillary space for the California Theatre and a small format performance theater. Description of Lessee's/Tenant's/ReQal's Proiect The Theater is located at 450 North "E Street, San Bernardino, CA. It is situated on approximately 1.95 acres of land. The Theater was constructed in 1998 and is approximately 80,000 square feet. It contains 20 screens with over 4,000 seats. The Lessee intends to remodel and renovate (the "Theater Project") for an April/May 2012 Grand Opening. Remodel and renovations by the Lessee shall include design, scope and management of the reconstruction and renovation of the fourteen (14) theaters and the concession areas, replacement and/or addition of a large format screen in one auditorium (RPX), seats, projection equipment, ticketing equipment, satellite dish, menu boards, signs, mini- marquees, directories, computer systems, Point of Sale devices, and upgrades of the concession equipment. The Lessee will physically separate the six (6) theaters situated across the front of the Cinema building from the remainder of the Theater, including construction of necessary demising walls and severance of utilities serving said six (6) theaters, and relocate the two (2) restrooms located within the six (6) theater space to be demised. The theaters and existing restrooms to be separated will not be part of the Theater Project, and the Lessee has no obligation with regard to ® such theaters and restrooms other than the work necessary to separate and demise such theaters from the Theater Project in accordance with plans developed by the Lessee and approved by SBEDC. As part of the private/public partnership between the SBEDC and the Lessee, the SBEDC shall retain control of and remodel/renovate said six (6) theaters for development into commercial/retail,restaurant, and/or office uses. SBEDC Negotiating Team 1. Emil A. Marzullo, CEO, SBEDC 2. Timothy J. Sabo, Counsel, SBEDC (LBBS) 3. Peter J. Harris,Financing/Commercial Lease Counsel (LBBS) 4. Elizabeth Martyn,Real Estate/Municipal Law Counsel (LBBS) 5. John Fransen,Retail Consultant 6. Jay M. Shapiro, Cinema Lease Negotiator/Real Estate Consultant/Attorney 7. Kathleen Robles,Project Manager, SBEDC Lessor/Landlord/SBEDC Responsibilities Subject to the terms and conditions stated in the Lease,the SBEDC's responsibilities under the proposed Lease are as follows: co 1. Lease the Theater to the Lessee for an initial ten (10) years with a covenant to operate Updated: 11/17/2011 by Linda Sutherland F Packet Pg. 148 1368 with options to extend not to exceed an additional 24 years comprised of four(4) separate ` 5-Year Options to extend and one (1) 4-Year Option; however, Lessee shall have a right to terminate the Lease after the fifth (5"') Lease Year if the annual box office receipts for such 5h Lease Year are less than $2.5 million subject to the right of the SBEDC to cure such revenue shortfall within sixty (60) days after receipt of notice from the Lessee pursuant to the process and potential methods of payment as are specified in the Lease. 2. Provide no-cost parking to all customers of the Theater during the initial term and Options to Renew of the Lease. 3. Provide no more than a $4.7 million tenant improvement allowance for the Lessee to complete the Project. 4. Deposit the tenant allowance with a Fund Control Agent to monitor construction progress, pay all invoices, and obtain all lien releases and to disburse funds to contractors and suppliers monthly as construction work progresses per a schedule agreed to by the Lessee and the SBEDC. 5. Allow the Lessee prominent building and site signage, and building decorative (neon and/or I-light) and up-lighting, within the Project in accordance with the City Development Code and applicable zoning requirements. 6. Allow the Lessee, in accordance with the City Development Code and applicable zoning, to install, at the Lessee's cost, signage on the Theater and at least two (2) signs (size and position thereon from highest to lowest position being ranked by Floor Area from the largest to the smallest), one of which will be located in a monument sign at a location near the primary entrance to the Theater (subject to zoning and all applicable governing authorities) and the other which will be a pylon sign visible from the I-215 (subject to zoning and all applicable governing authorities). 7. Maintain commercial general liability insurance with minimum limits of Two Million Dollars ($2,000,000) on the common areas of the Theater and shall maintain all risk casualty insurance on the building in an amount equal to the full replacement value thereof. 8. Having already caused to be put in place an ordinance creating a theater zone in the Theater District of the downtown, present to the Council a Development Agreement to ensure such zoning for the term of the Lease. 9. Remodel/renovate each of the front six (6) theaters directly or through a developer or tenant for commercial purposes or as may be necessary to accommodate the expansion needs of the California Theatre and obtain all appropriate governmental approvals and building permits in connection with its remodel/renovations for the front six(6)theaters. Lessee/Tenant/Regal Responsibilities Subject to the terms and conditions stated in the Lease, the Lessee's responsibilities under the Updated: 11/17/2011 by Linda Sutherland F Packet Pg. 149 1368 proposed Lease are as follows: 1. Lease the Theater from the SBEDC for ten (10) years with a covenant to operate with options to extend not to exceed an additional 24 years comprised of four (4) separate 5- Year Options to extend and one (1) 4-Year Option which may be exercised by the Agency; however, Lessee shall have a right to terminate the Lease after the fifth (5th) Lease Year if the annual box office receipts for such 5th Lease Year are less than $2.5 million subject to the right of the SBEDC to cure such revenue shortfall within sixty(60) days after receipt of notice from the Lessee pursuant to the process and potential methods of payment as are specified in the Lease. 2. Pay the SBEDC a combination of Base Rent and percentage rent. a. The base rent is a minimum of $850,000 annually as specified in the Lease for the first ten(10) years. b. The percentage rent is 15 percent of gross revenues in excess of the minimum annual base rent. 3. Expend a minimum of$1.24 million, not to exceed $3.0 million, of Lessee funds for the Project. The Lessee shall spend a minimum of $1.24 million, but not to exceed $3.0 million of Lessee's funds in cash or in-kind services, which shall include, but not be limited to, digital projection and sound equipment, and which in-kind services shall be limited to $400,000 as set forth in the Lease to define the term "in-kind services" and ® specifically excluding any staffing and personnel charges of Lessee. 4. Be responsible for all Project costs that exceed the tenant allowance but not to exceed $3.0 million as set forth above; in the event the parties reasonably expect such additional costs to exceed said $3.0 million figure for the Lessee, the parties shall meet and confer in good faith pursuant to the process as contained in the Lease. 5. Obtain all governmental approvals and all building permits in connection with the Project and construct the Project in compliance with the City's General Plan and Municipal Development code. 6. Open for business as a Regal Cinema. The permitted use shall be the business of a first- class cinema showing first-run movies in fourteen (14) theaters including operating concession stands. 7. Shall not assign the Lease or sublease the Theater without the prior consent of the SBEDC. 8. Maintain the cleanliness and repair of the Theater's interior and the storefront of the Theater and shall be responsible for minor routine maintenance, e.g., stopped-up toilets or leaky faucets not requiring equipment replacement, and the oversight, on behalf of the SBEDC, of all systems, plumbing, electrical and other that are internal aspects of the Theater. Updated: 11/17/2011 by Linda Sutherland F C 1368 9. Pay for operating expenses, property taxes (including possessory interest taxes and special assessment, if any), insurance, and utilities, including but not limited to, water, ��- sewer, electricity, and natural gas. 10. Pay directly to the appropriate supplier for all utility consumption charges for the Theater,beginning on the Rent Commencement Date. 11. Maintain commercial general liability insurance with minimum limits of Two Million Dollars($2,000,000) for the Theater. Lease Overview The following fundamental Lease provisions are presented below for convenient reference and are subject to further definition and elaboration in the respective referenced Lease Sections. 1.Rent Term: Ten (10) Rent Years, with four (4) successive options to extend for five (5) Rent Years each, followed by one (1) option to extend for four (4) Rent Years, and subject to earlier termination as provided by the Lease. (Sections 4.01 and 4.03) 2.Theater or Premises: A multiple-auditorium motion picture Theater building located as part of the Theater Square in downtown San Bernardino, California, with the Theater to be remodeled as provided in the Lease so as to contain approximately 70,200 gross square feet and approximately 65,791 leasable square feet of main floor area, with between approximately 3,000 and 3,400 auditorium seats within fourteen (14) © auditoriums. (Section 1.03(1)) 3.Gross Lease Area of the Theater: Approximately 65,791 square feet. (Section 1.05) 4.Security Deposit: None. (Section 1.05) S.Rent Commencement Date: The day on which Tenant opens for business in the Theater to the public with all required use and occupancy permits. (Section 5.02). 6.Base Rent: The following amounts per Rent Year(Section 5.03): Rent Years 1 through 10: $850,000.00 per year, $70,833.33 per month Rent Years 11 through 15: $920,250.00 per year, $76,687.50 per month Rent Years 16 through 20: $990,500.00 per year, $82,541.67 per month Rent Years 21 through 25: $1,060,750.00 per year, $88,395.83 per month Rent Years 26 through 30: $1,131,000.00 per year, $94,250.00 per month Rent Years 31 through 34: $1,201,250.00 per year, $100,104.17 per month 7.Percentaee Rent: Fifteen Percent (15%) of Gross Sales per Rent Year, payable only to the extent such amount Fifteen Percent(15%) of Gross Sales per Rent Year exceeds the Base Rent payable for such Rent Year. (Section 5.04). Updated: 11/17/2011 by Linda Sutherland F 1368 8.Proximate Sales: In order to maintain the attraction of the concessions to be sold by the Lessee, the Landlord shall prohibit within the Common Areas and the Former Theater Space the sale or distribution of any popcorn, candy, soft drinks, ice cream, yogurt, pizza, hamburgers, or hot dogs ("Concession Item Restriction"). Concession Item Restrictions shall not apply to the businesses operating within a permanent tenant space: a sit-down restaurant offering at least twenty-five (25) seat for customers, a gourmet chocolatier, a national or regional coffee store, or a specialty ice cream or yogurt store. All push-carts, kiosks, vending machines or any other temporary structures or devices, other than those operated by Tenant, shall be prohibited by Landlord in the Common Areas proximate to the front face of the Theater, including but not limited to the plaza area in front of the Premises. 9.Ongoing Development Requirements: The occurrence and completion of all of the following: (1) substantial completion, opening, and operation to the public a full service or fast casual dining restaurants in the Center totaling at least two thousand five hundred (2,500) square feet of floor area; and (2) substantial completion, opening, and operation to the public in the former theatre space of restaurant or retail establishments totaling at least two thousand five hundred(2,500) square feet of floor area. IO.Permitted Use: The Tenant shall use the Theater solely for the operation of a first-class motion picture Theater, including the following incidental uses: the operation of a video arcade with game machines for Theater patrons; the sale of popcorn, drinks, candy, specialty cafe items, and other foods and beverages sold in motion picture Theaters; the sale and rental to Theater patrons of retail items, such as video cassettes, video discs, Q records, compact discs, DVDs, books, magazines, toys and novelties; the making available of facilities and devices to further She operation of the Theater, including, without limitation, satellite dish transmission and reception facilities,telecommunications facilities and services, change machines, vending machines, automated teller machines and automated ticketing machines; depiction of advertising; meeting rooms; style shows; childcare services; live performances; presentations of concerts, sporting events, and simulcast events via satellite, hardlines and recorded transmissions; and sit-down restaurant or cafe use including, in accordance with applicable law, the sale of alcoholic beverages. The Permitted Use shall include such other incidental uses components as may become appropriate due to changes in the circumstances of the motion picture Theater business. The Permitted Use is further subject to the provision that the Theater shall not be used for display, presentation or advertisement of"X" rated or pornographic movies or presentations. (Section 8.01). 11.Landlord's Maintenance and Repair: Roof and structural components of the Theater, including roof and roofing (including roof membrane); exterior walls, including painting and exterior lights on the Theater(except the Building Signs and lights that are part of the Building Signs); the site for the Theater, and all related site amenities; the HVAC system serving the Theater, including all HVAC units located on the ground or the Theater's roof and all duct work and thermostats that are a part of the HVAC system; all plumbing and utility(including gas, electrical, water, sanitary sewer and storm drainage) lines, conduits and facilities serving the Theater other than minor maintenance and repair which is ® Tenant's responsibility pursuant to the Lease; any vertical transpiration serving the Updated: 11/17/2011 by Linda Sutherland F 1368 Theater; and all other maintenance and repairs except such maintenance and repairs for which Tenant is expressly responsible pursuant to the Lease. (Section 13.01). 12. Tenant's Maintenance and Repair: Interior, non-structural elements of the Theater, including general cleaning within the Theater and maintaining the cleanliness, glass and doors of the Theater storefront; Tenant's Equipment; Building Signs, including the lighting for such signs lights that are part of the Building Signs; and minor maintenance and repair of plumbing (such as clearing stoppages in pipes that originate inside the Theater and can be cleared from within the Theater, and repair and replacement of faucets within the Theater) and utility (such as repair and replacement of light fixtures, bulbs and ballasts within the Theater) pipes and lines located within the interior surface of the walls, ceilings and floors of the Theater (but not between the interior and exterior walls, ceilings and floors). (Section 13.02). The Lease is in final form for approval and signature by the San Bernardino Economic Development Corporation. See Exhibit "A." Follow-up Documents to Lease 1.Development Agreement: A Development Agreement (the "DA") application shall be submitted in November 2011, to the Community Development Department to be heard by the Planning Commission in December 2011, and then by the Council in January or February 2012. The DA will ensure the theater zone in the Theater District of the downtown for the term of the Lease. 2.Fund Control Agreement: A Fund Control Agreement shall be utilized to monitor the flow of funds to the Project and shall be brought before the SBEDC for approval and execution. 3.Sale and Development Agreement: A Sale and Development Agreement (the "SDA") will be brought before the SBEDC for approval and execution for four (4) of the front six (6) theaters. The SDA will be between the Yavitz Companies, Inc., and the SBEDC for the development of at least three (3) restaurants. There has been significant interest from regional and national restaurant chains to move forward with establishing restaurants in the former theaters located in front of the Cinema building as well as interest in developing the open area immediately south of the former six (6)theaters. 4.Exclusive Right to Negotiate Agreement: An Exclusive Right to Negotiate Agreement(the "ERN") will be brought before the SBEDC for approval and execution for the parcel directly south of the Theater building to construct a restaurant pad. The ERN will be between the Yavitz Companies, Inc., and the SBEDC. 5.Caltrans Parking Structure Agreement: The Agreement has been approved by Caltrans and will be brought before the SBEDC for approval and execution. ENVIRONMENTAL IMPACT: Updated: 11/17/2011 by Linda Sutherland F PacketPg. 153 1368 The SBEDC Staff has reviewed the proposed Lease under the California Environmental Quality Act ("CEQA") and has determined that the Regal Lease is exempt pursuant to Chapter 2.6, Section 21080 of the Public Resources Code, CEQA Statutes, and Section 15061(b)(3) of the CEQA statutes. CEQA compliance shall be by subsequent development of the Project site. Supporting Documents: 11-21-11 Ex A to CDC Regal Lease SR (PDF) Updated: 11/17/2011 by Linda Sutherland F PacketPg. 154 Lease C 0 U N N G a the San Bernardino Economic Development Corporation, as Landlord and d Regal Cinemas, Inc., as Tenant W N C d E L u T Q San Bernardino, California Dated the _ day of , 2011 S:\WPFILES\2707D\443\BLACRLINE-L.e 5(FROM 4B)A.c S1WPFILES\2707DW 3U .-5(.m 10-26-1I)A. Packet Pg.155 Table of Contents ARTICLE 1:INTRODUCTORY PROVISIONS...................................................................1.1 Section 1.01:FUNDAMENTAL LEASE PROVISIONS.......................................................1.1 Section 1.02:REFERENCES AND CONFLICTS.................................................................. 1.2 Section 1.03:GENERAL DEFINITIONS..........................................................................4.2L3 Section1.04:EXHIBITS....................................................................................................4:41.5 Section 1.05:GLA OF THE PREMISES...........................................................................441.5 Section 1.06:CHANGES TO CENTER.................................................................................. 1.5 Section 1.07:PARKING RETENTION AREAS....................................................................1.5 Section 1.08:WAGE REQUIREMENTS................................................................................1.6 ARTICLE2:PREMISES..........................................................................................................2.1 Section 2.01:LEASE OF PREMISES.....................................................................................2.1 Section 2.02:TITLE AND SUITABILITY.............................................................................2.1 Section 2.03:SECURITY DEPOSIT......................................................................................2.1 a Section 2.04:TITLE CONTINGENCY..................................................................................2.2 A N C ARTICLE 3:CONSTRUCTION.............................................................................................3.1 d Section 3.01:DEFINITIONS AND OVERVIEW...................................................................3.1 Section 3.02:DEVELOPMENT APPROVALS......................................................................3.4 Section3.03:PLANS...............................................................................................................3.4 0 Section 3.04:BUILDING PERMITS......................................................................................3.5 Section 3.05:CONTINGENCIES...........................................................................................3.5 w Section 3.06:LANDLORD'S WORK.....................................................................................3.6 M Section 3.07: STAGING AREA..............................................................................................3.6 Section 3.08:TENANT'S WORK AND PAYMENT OF COSTS......................................... Section 3.09:MECHANIC'S LIENS......................................................................................3.7 A Section3.10:INSURANCE.....................................................................................................3.7 Section3.11:ACCESS............................................................................................................3.7 Section 3.12:FORCE MAJEURE...........................................................................................3.8 F U ARTICLE4:TERM........................................._._....................................................................4.1 0 Section 4.01:TERM OF THIS LEASE...................................................................................4.1 a Section 4.02:RENT YEAR.....................................................................................................4.1 w Section 4.03:OPTIONS TO EXTEND...................................................................................4.1 Section 4.04:TERMINATION RIGHTS................................................................................4.1 Cl ARTICLE5:RENT...................................................................................................................5.1 :: c at Section5.01:RENT.................................................................................................................5.1 t Section 5.02:RENT COMMENCEMENT DATE..................................................................5.1 Section 5.03:BASE RENT OR SPECIAL RENT...................................................................5.1 a Section 5.04:PERCENTAGE RENT......................................................................................5.3 Section 5.05:RENT PAYABLE TO AND WHERE..............................................................5.5 Section 5.06:LATE PAYMENT INTEREST.........................................................................5.5 ARTICLE 6:TAXES AND ASSESSMENTS.........................................................................6.1 Section 6.01:LANDLORD'S TAXES....................................................................................6.1 Section 6.02:TENANT'S TAXES..........................................................................................6.1 ARTICLE 7:UTILITIES AND SERVICES...........................................................................7.1 Section7.01:UTILITIES.........................................................................................................7.1 Section 7.02:CHARGES FOR UTILITY SERVICES...........................................................7.1 Section 7.03:TRASH AND GARBAGE REMOVAL...........................................................7.1 Section 7.04:PARKING AREA LIGHTING..........................................................................7.1 S1WPFn.ES11707DW431.e 5(.10-26-I1).d. 1 Packet Pg. 156 ARTICLE 8:USE OF PREMISES..........................................................................................8.1 Section 8.01:USE AND TRADE NAME...............................................................................8.1 Section8.02:HOURS..............................................................................................................8.1 Section 8.03:OPERATIONAL REQUIREMENTS................................................................8.1 Section 8.04:ALTERATIONS................................................................................................8.2 Section 8.05:SATELLITE DISHES.......................................................................................8.2 Section 8.06:PROXIMATE SALES.......................................................................................8.2 Section 8.07:OPENING AND CONTINUOUS OPERATION..............................................8.3 ARTICLE 9:COMMON AREAS............................................................................................9.1 Section 9.01:USE OF COMMON AREAS............................................................................9.1 Section 9.02:CAM OBLIGATION.........................................................................................9.1 ARTICLE 10:PROMOTION OF THEATRE..............................................._._.................10.1 Section 10.01:PROMOTION OF THEATRE......................................................................10.1 'm 0 ARTICLE 11:INDEMNITY AND INSURANCE..............................................................11.1 R N Section 11.01:TENANT'S INSURANCE............................................................................11.1 Section 11.02:INDEMNITY.................................................................................................11.1 v Section 11.03:MUTUAL WAIVERS...................................................................................11.2 Section 11.04:LANDLORD'S INSURANCE......................................................................11.2 R m ARTICLE 12:DAMAGE OR DESTRUCTION..................................................................12.1 Section 12.01:DUTY TO RECONSTRUCT FOLLOWING CASUALTY.........................12.1 Section 12.02:DUTY TO REPAIR OR REPLACE EQUIPMENT.....................................12.1 Section 12.03:RIGHT TO TERMINATE.............................................................................12.1 x w Section 12.04:ABATEMENT OF RENT.............................................................................12.2 N R N ARTICLE 13:MAINTENANCE OF THE THEATRE..............._......................................13.1 J m Section 13.01:LANDLORD'S MAINTENANCE DUTY...................................................13.1 ¢ Section 13.02:TENANT'S MAINTENANCE DUTY.........................................................13.1 0 Section 13.03:RIGHT OF ACCESS TO THE PREMISES..................................................13.2 0 ARTICLE 14:TENANT'S PROPERTY AND SIGNS........................................................14.1 K w Section 14.01:TENANT'S PROPERTY..............................................................................14.1 Section 14.02:TENANT'S SIGNS.......................................................................................14.1 N ARTICLE 15:ASSIGNMENT AND SUBLETTING..........................................................15.1 c d E Section 15.01:ASSIGNMENT PERMITTED......................................................................15.1 s u Section 15.02:CONSENT REQUIRED................................................................................15.1 Section 15.03:MERGER,CONSOLIDATION....................................................................15.2 a Section 15.04:MORTGAGE OF LEASEHOLD..................................................................15.2 Section 15.05:LICENSE.......................................................................................................15.4 ARTICLE 16:DEFAULTS BY TENANT.............................................................».............16.1 Section 16.01:EVENTS OF DEFAULT...............................................................................16.1 Section 16.02:REMEDIES AND DAMAGES.....................................................................16.1 Section 16.03:MITIGATION...............................................................................................16.1 Section 16.04:DEFAULT RATE..........................................................................................16.2 ARTICLE 17:LIABILITY OF LANDLORD......................................................................17.1 Section 17.01:LANDLORD'S DEFAULT...........................................................................17.1 S:\WPFn3i 707DW43\IZ 5(w .10-26.11).d. n Packet Pg.757 ARTICLE 18:NON-DISTURBANCE AGREEMENT.......................................................18.1 Section 18.01: SUBORDINATION OF LEASE...................................................................18.1 Section 18.02:TENANT'S ATTORNMENT.......................................................................18.1 Section 18.03:NON-DISTURBANCE AGREEMENT........................................................18.1 Section 18.04:INSTRUMENTS TO CARRY OUT INTENT..............................................18.2 ARTICLE 19:ESTOPPEL CERTIFICATES..............................................................»......19.1 Section 19.01:AGREEMENT TO DELIVER......................................................................19.1 ARTICLE 20:QUIET ENJOYMENT............................................_.....................................20.1 Section 20.01:QUIET ENJOYMENT..................................................................................20.1 Section 20.02:TITLE REPORT,SURVEY&FLOOD PLAIN CERTIFICATE................20.1 ARTICLE 21:SURRENDER AND HOLDING OVER......................................................21.1 Section 21.01:DELIVERY AFTER TERM..........................................................................21.1 Section 21.02:EFFECT OF HOLDING OVER....................................................................21.1 2 m N ARTICLE 22:CONDEMNATION........................................................................................22.1 , r` Section 22.01:ALL OR ANY PART OF PREMISES TAKEN...........................................22.1 Section 22.02:TAKING OF PARKING SPACES................................................................22.1 Section 22.03:OWNERSHIP OF AWARD..........................................................................22.1 ; m v ARTICLE 23:MISCELLANEOUS.................................................................»....................23.1 m m Section 23.01:INTERPRETATION.....................................................................................23.1 Section 23.02:LIABILITY OF LANDLORD.......................................................................23.1 Section 23.03:NOTICES.......................................................................................................23.1 N d Section 23.04:SUCCESSORS..............................................................................................23.2 d Section23.05:BROKERS.....................................................................................................23.2 Section 23.06:UNAVOIDABLE DELAYS..........................................................................23.2 a Section 23.07:SEVERABILITY...........................................................................................23.2 rc Section 23.08:TIME OF ESSENCE.....................................................................................23.2 0 Section 23.09:APPLICABLE LAW.....................................................................................23.2 Section 23.10:WAIVER................................................................................................... 3....23.2 a Section 23.11:RECORDING................................................................................................23.3 w Section 23.12:HAZARDOUS MATERIAL.........................................................................23.3 Section 23.13:ENTIRE AGREEMENT................................................................................23.5 Section 23.14:EXCLUSIVE RIGHT....................................................................................23.5 `? Section 23.15:ATTORNEYS'FEES....................................................................................23.6 Section 23.16:LANDLORD MEANS OWNER...................................................................23.6 Section 23.17:COVENANTS,CONDITIONS AND RESTRICTIONS..............................23.7 E Section 23.18:ACCEPTANCE OF LESS THAN FULL PAYMENT.................................23.7 u Section 23.19:MUTUAL EXECUTION..............................................................................23.7 a Section 23.20:COUNTERPARTS........................................................................................23.7 EXHIBITS: Exhibit A- LEGAL DESCRIPTION OF THE LAND[Section 1.031; Exhibit B- SITE PLAN OF THE CENTER(Section 1.031; Exhibit C- LAYOUT PLAN OF THE THEATRE[Section 1.031; Exhibit D- LANDLORD'S WORK AND TENANT'S WORK[Section 3.011; Exhibit E- COMPLETION CERTIFICATE[Section 1.05]; Exhibit F- NON-DISTURBANCE AGREEMENT[Section 18.011; Exhibit G- LANDLORD ESTOPPEL CERTIFICATE[Section 19.011; Exhibit H- MEMORANDUM OF LEASE[Section 23.111; Exhibit I- COMMON AREAS WORK SCHEDULE Section 3.011;-end Exhibit J- FORMER THEATRE SPACE WORK SCHEDULE[Section 3.011;and Exhibit K- DCIP EQUIPMENT[Section 21.011. SAW RUS12]WDW43\L.5(.m 10-26.11).d. 111 LEASE This Lease (the "Lease") is made and entered into as of the _ day of 2011 (the"Effective Date"),by and between OF-SAN BERNARDIN.,, a publie `edy, e and pelitic ECONOMIC DEVELOPMENT CORPORATION, a nonprofit public benefit cor loratio ("LANDLORD"),and REGAL CINEMAS,INC.,a Tennessee corporation("TENANT"). LANDLORD and TENANT have the following notice addresses on the Effective Date: LANDLORD: TENANT: p...+...elep_ent A gen akhe" Regal Cinemas,Inc. e€Sen-Ber iafdine 7132 Regal Lane on, Nefth E St feet o..:...on' Knoxville,Tennessee 37918 Califefaia 92 4 01 San Attn:Real Estate Department Attn: Ville Telephone:865-925-9619 Telephone: Facsimile:865-925-9754 Facsimile: c 0 With a copy to: With a copy to: rs Herbert S.Sanger,Jr.,Esq. Wagner,Myers&Sanger,P.C. 1801 First Tennessee Plaza Knoxville,Tennessee 37929 Telephone:865-525-4600 Facsimile:865-524-5731 m ARTICLE 1: INTRODUCTORY PROVISIONS Section 1.01: FUNDAMENTAL LEASE PROVISIONS X rn v The following fundamental lease provisions are presented in this Section to facilitate d convenient reference by the parties,subject to further definition and elaboration in the respective referenced sections or elsewhere in this Lease. d (a) Rent Term: Ten(10)Rent Years,with four(4) successive options to extend for o five (5) Rent Years each, followed by one (1) option to extend for four (4) Rent Years, and o subject to earlier termination as provided by this Lease. (Sections 4.01 and 4.03) a x w (b) Premises: A multiple-auditorium motion picture theatre building located as part of the Theatre Square in downtown San Bernardino,California,with the Premises(also referred N to as the"Theatre") to be remodeled as provided in this Lease so as to contain approximately 70,200 gross square feet and approximately 65,791 leaseable square feet of main floor area,with between approximately 3,000 and 3,400 auditorium seats within approximately fourteen (14) E auditoriums.The Premises includes any fixtures and equipment gwped by LANDLORD and t u existing in the Theatre as of the Rent Commencement Date ("Landlord's Equipment') ;? provided that TENANT shall have the right to remove such Landlord's Equipment as oar a of Tenant's Work and have the right to replace such Landlord's Equipment during the Rent Term. (Section 1.03(ii)) (c) GLA of the Premises: Approximately 65,791 square feet. (Section 1.05) (d) Security Deposit:None. (Section 2.03) (e) Rent Commencement Date: The earlier of fal the day on which TENANT opens for business in the Premises to the general public with all required use and occupancy permits(such day not including up to five(5)days devoted solely to grand opening events} 9�t b) subject to satisfaction of the Initial Development Requirements, Ongoing Development Requirement; and the Title Contingency, the day that is two hundred seventy (2701 days after the Delivery Date,provided that such period of two hundred seventy(270) days shal be extended upon the occurrence of any Force Maieure Event (Section 5.02) SAWPFn.ES\2707DW4ML.5(.10-26-11).d. 1.1 Packet Pg.159 (f) Base Rent: The following amounts per Rent Year: Rent Years 1 through 10: $850,000.00 per year,$70,833.33 per month Rent Years 11 through 15: $920,250.00 per year,$76,687.50 per month Rent Years 16 through 20: $990,500.00 per year,$82,541.67 per month Rent Years 21 through 25: $1,060,750.00 per year,$88,395.83 per month Rent Years 26 through 30: $1,131,000.00 per year,$94,250.00 per month Rent Years 31 through 34: $1,201,250.00 per year,$100,104.17 per month. (Section 5.03) (g) Percentage Rent: Fifteen Percent(15%)of Gross Sales per Rent Year, payable only to the extent Fifteen Percent (15%) of Gross Sales per Rent Year exceeds the Base Rent payable for such Rent Year. (Section 5.04) (h) Additional Rent: None. Base Rent and Percentage Rent shall,together,be an all-in, gross rent. However, Special Rent may be payable in lieu of Base Rent and Percentage Rent,as provided in Section 5.03(c)and Section 5.03(d). (Section 5.01) (i) Permitted Use: The TENANT shall use the Premises solely for the operation of a first-class motion picture theatre,including the following: the operation of a video arcade with 2 game machines for theatre patrons;the sale of popcorn,drinks,candy,specialty cafe items,and y other foods and beverages sold in motion picture theatres;the sale and rental to theatre patrons of retail items,such as video cassettes,video discs,records,compact discs,dvds,books,magazines, toys and novelties; the making available of facilities and devices to further the operation of the m Premises, including, without limitation, satellite dish transmission and reception facilities, telecommunications facilities and services,change machines,vending machines,automated teller o, machines and automated ticketing machines; depiction of advertising; meeting rooms; style shows, ehum` uses `including eliumb se ees; childcare services; live performances; presentations of concerts, sporting events, and simulcast events via satellite, hard lines and recorded transmissions; and sit-down restaurant or caf6 use including, in accordance with applicable law, the sale of alcoholic beverages. The Permitted Use shall include such other y components as may become appropriate due to changes in the circumstances of the motion N picture theatre business. The Permitted Use is further subject to the provision that the Theatre shall not be used for display,presentation or advertisement of"X"rated or pornographic movies or presentations. (Section 8.01) w rc U (j) Landlord's Maintenance and Repair: All structural components of the Theatre, including roof and roofing (including roof membrane); exterior walls, including painting and o exterior lights on the Theatre(except the Building Signs and lights that are part of the Building a Signs); the site for the Theatre, and all related site amenities; the HVAC system serving the w Theatre, including to all HVAC units located on the ground or the Theatre's roof and all ductwork and thermostats that are a part of the HVAC system; all plumbing and utility N (including gas,electrical,water,sanitary sewer and storm drainage)lines,conduits and facilities serving the Theatre other than minor maintenance and repair which is TENANT's responsibility pursuant to this Lease;any vertical transpiration serving the Premises;and all other maintenance E and repairs except such maintenance and repairs for which TENANT is expressly responsible r, pursuant to this Lease. (Section 13.01) a (k) Tenant's Maintenance and Repair: Interior, non-structural elements of the Theatre,including general cleaning within the Theatre and maintaining the cleanliness,glass and doors of the Theatre storefront;Tenant's Equipment;Building Signs,including the lights that are part of the Building Signs; and minor maintenance and repair of plumbing (such as clearing stoppages in pipes that originate inside the Premises and can be cleared from within the Premises,and repair and replacement of faucets within the Premises) and utility(such as repair and replacement of light fixtures,bulbs and ballasts within the Premises)pipes and lines located within the interior surface of the walls, ceilings and floors of the Theatre(but not between the interior and exterior walls,ceilings and floors). (Section 13.02) Section 1.02: REFERENCES AND CONFLICTS © References appearing in the Fundamental Lease Provisions(set forth in Section 1.011 are to designate some of the other places in this Lease where additional provisions appear. Each reference in this Lease to any of the Fundamental Lease Provisions of this Lease shall be SAWTUESQ707DW 3Ue 5(w 10-26-1 p.doc 1.2 Packet Pg.160 construed to incorporate all of the terms of both those provided in the Fundamental Lease Provisions and elsewhere in this Lease applicable thereto. If there is any conflict between any of the Fundamental Lease Provisions and any other provisions of this Lease,the other provisions of this Lease shall control. Section 1.03: GENERAL DEFINITIONS (a) The term"Center"means the"Theatre Square"entertainment and retail center in downtown San Bernardino, California, located east of Interstate 215 on 4th Street and E Street. The Center has been developed on the land owned by LANDLORD that is described on Exhibit A(the"Land"). A site plan showing the configuration of the Center is shown on Exhibit B(the "Site Plan"), and the Site Plan shows,without limitation,the location and configuration of the Premises,the Parking Retention Areas and the other Common Areas of the Center. (b) The term "Common Areas" means all areas, facilities and improvements operated or provided at or in connection with the Center and the Parking Retention Areas from time to time for the non-exclusive common use or enjoyment of more than one lessee or occupant of the Center(including without limitation TENANT)and their employees,customers, clients, guests, patrons and invitees. The Common Areas include, without limitation: (1) 2 automobile parking areas(including without limitation those within the Parking Retention Areas N (defined in Section 1.07)and related striping,curbing and signage); (2)ingress and egress ways which connect the Center and Parking Retention Areas to public streets,privately owned streets which extend through the Center, driveways, walkways and plazas or open space areas; (3) A landscaping, plaza areas, park areas and water features; (4) means of vertical transportation, which may include without limitation handicap accessible ramps, stairways, escalators and a elevators; and(5) improvements, equipment,vehicles and facilities utilized to operate any such areas, such as lighting,irrigation, storm water drainage, storm water management, fire response equipment and systems, security systems, and methane or other environmental monitoring and M remediation systems. All areas,facilities and improvements located outside the exterior walls of the Theatre that is not within other leaseable space within the Center, including without y limitation entrance areas, sidewalks, landscaping and curbing immediately adjacent to the Theatre, shall be deemed part of the Common Areas and not part of the Theatre. The contents, J �..,.. location and configuration of the Common Areas,once complete,shall be generally as shown on Ta the Site Plan; provided, however, that the Common Areas of the Center may not be located o precisely within the areas shown on the Site Plan, as LANDLORD may make changes to the U Center as provided in Section 1.06. � 0 (c) The term "Development Agreement" means that certain Development a Agreement between TENANT and the City of San Bernardino, California, a municipal w corporation (the "City") dated on or about the Effective Date. LANDLORD and the San Bernardino Economic Development Corporation, a California non-profit corporation N ("SBEDC"), also joined in the execution of the Development Agreement. The Development Agreement has,or shall be,placed of record by the City. c d (d) The term "Force Majeure Event" means any matter beyond the reasonable u control of LANDLORD or TENANT, as the case may be, including, but not limited to, yR interference by governmental authorities, civil disturbance, strikes, lockouts, labor disputes, a inability to procure labor or materials,failure of electric power,restrictive governmental laws or regulations, governmental intervention, riots, insurrection, war, fire, casualty, severe weather, acts of terrorism,and acts of God,subject to the provision that such party's lack of funds or the unavailability of a particular contractor or personnel shall not be deemed a Force Majeure Event. The party affected by a Force Maieure Event shall give notice to the other party.of the occurrence of such Force Maieure Event within thirty(30)days after the occurrence of the Force Maieure Event: provided, however, that in the event the non-affected party has actual notice of the Force Maieure EvenL delivery of specific notice by the affected liarri shall not be repuired. (e) The term"Former Theatre Space"means the two areas immediately adjacent to the storefront of the Premises,which Former Theatre Space was comprising six(6) auditoriums within the then twenty(20)auditorium motion picture theatre existing in the Center prior to the i Effective Date. The location of the Former Theatre Space is shown on the Site Plan. '`•/ SAWPFMESV707D`4431L.5(w .10-26-11idm 1.3 Packet Pg.161 (f) The term"GLA of the Center"means the sum of: (1)total square footage of the floor area of all of the leasmble spaces of the Center(but not including the square footage of the Premises) as measured from the outside of the exterior walls and doors (or the fences or barricade in the case of leaseable or commercially usable areas enclosed by fence or similar barricade) and from the center of any interior demising walls,not including any mezzanines or balconies which are not used to display stock for sale and not otherwise open to customers, clients,guests,patrons or the public,and not including any areas and space defined herein as part of Common Areas;plus(2)the GLA of the Premises. From time to time during the Rent Term, LANDLORD may give TENANT written notice of the GLA of the Center, at a given time or for a given period of time,as such GLA of the Center may be revised because of expansions or other alterations of buildings within the Center. (g) The term "GLA of the Premises" means the total square footage of the main level footprint of the Premises as measured from the outside of exterior walls and doors and from the center of any interior demising walls, but not including (i) areas occupied by columns, escalators, elevators, stairways and emergency exit corridors; (ii) internal mezzanines (whether or not open to the general public),lobby areas necessary as a means of secondary access to larger auditoriums,the Theatre's upper level support areas, and other areas located on any upper level of the Theatre; (iii) any cold weather vestibule (if such area is reasonably determined by TENANT to be necessary) and enclosed exit corridors and staircases; and (iv) any trash m enclosure,trash compactor area or trash chute. The GLA of the Premises shall be determined as L provided in Section 1.05. d N A (h) The term "Initial Development Requirements" means occurrence and completion of all the following: (1)availability of all Parking Retention Areas for non-exclusive o, use by TENANT and the employees, customers, clients, guests, patrons and invitees of the Theatre,and availability of all vehicular and pedestrian ingress and egress throughout the Center from the surrounding public streets and sidewalks, all as reasonably determined by TENANT; rtD, (2) Substantial Completion of all Common Areas Work (defined in Section 3.01), so that the Center is completed as shown on the Site Plan and generally appears open for business to the H general public,provides unobstructed access to the Premises and is reasonably clean, quiet and N secure,all as reasonably determined by TENANT;and(3)Substantial Completion of all exterior Former Theatre Space Work(defined in Section 3.01), so that the Former Theatre Space Work generally appears available for use and is reasonably clean, quite and secure, all as reasonably determined by TENANT. U 0 U (i) The term "Ongoing Development Requirements" means occurrence and g completion of all the following: (1) Substantial Completion, opening and operation to the a general public of full service or fast casual dining restaurants in the Center totaling at least w two thousand five hundred (2.500) square feet of floor area, as measured consistent with the definition of GLA of the Center;and(2)Substantial Completion,opening and N operation to the general public in the Former Theatre Space of restaurant or retail establishments totaling at least two thousand five hundred (2.500) square feet of floor area, as measured consistent with the definition of GLA of the Center. Notwithstanding the foregoing. m E 'n the event the Ongoing Development Requirements are not satisfied solely due to the z u closure of a restaurant that was previously operating in the Center. the Ongoing Development Requirements shall be deemed to continue to be satisfied fora period of six a (6)months after closure of such restaurant,to allow LANDLORD a six(6)month period to locate a new restaurant tenant negotiate a new restaurant lease and complete any required improvements to the restaurant space (j) The terms "Theatre" and "Premises" are interchangeable, and each means the multiple-auditorium motion picture theatre building located as part of the Center, to be remodeled as provided in this Lease so as to contain approximately 70,200 gross square feet and approximately 65,791 leaseable square feet of main floor area, with between approximately 3,000 and 3,400 auditorium seats within approximately fourteen(14)auditoriums.Th Pr ms s includes any,fixtures and equipment owned by LANDLORD and existing in the Theatre as of the Rent Commencement Date("Landlord's Equipment"),provided that TENANT shall have the right to remove such Landlord's $ylllpment as part of Tenant's Work and have he right to replace such Landlord's Equipment during the Rent Term. A preliminary ® layout plan of the Theatre, showing the anticipated configuration of the Theatre, is set forth on S.XWPFn.ES12107DM3\Leese-5(.10-26.11).d. 1.4 Packet Pg.162 9.D.a Exhibit C, which preliminary layout plan has been approved by LANDLORD and TENANT. The Premises shall not include the Former Theatre Space. Section 1.04: EXHIBITS The following items are attached hereto as exhibits and hereby incorporated into and made a part of this Lease: Exhibit A- Legal Description of the Land[Section 1.03]; Exhibit B- Site Plan of the Center[Section 1.03]; Exhibit C- Layout Plan of the Theatre[Section 1.031; Exhibit D- Landlord's Work and Tenant's Work[Section 3.011; Exhibit E- Completion Certificate[Section 1.05]; Exhibit F- Non-Disturbance Agreement[Section 18.011; Exhibit G- Landlord Estoppel Certificate[Section 19.01]; Exhibit H- Memorandum of Lease[Section 23.11]; Exhibit I- Common Areas Work Schedule[Section 3.01 ;-and Exhibit J- Former Theatre Space Work Schedule[Section 3.01]Land c Exhibit K- DCIP Eauimment fSection 21.011. u N N Section 1.05: GLA OF THE PREMISES The actual GLA of the Premises shall be as shown on the final Approved Plans(defined m in Section 3.01)consistent Section 1.03(¢),as verified and approved by both LANDLORD and TENANT.The actual GLA of the Premises,as so determined shall be set forth in the completion certificate which shall be based on the form which is attached hereto as Exhibit E (the "Completion Certificate')and executed by LANDLORD and TENANT on or about the Rent • Commencement Date. M Section 1.06: CHANGES TO CENTER N d LANDLORD covenants that the Center shall be constructed in accordance with the Site d .,� Plan and, once constructed, no material changes shall be made to the Center or to the Parking Retention Areas or to the height, size and general configuration of the buildings of the Center, subject to the provision that changes may be made which do not: (a)materially adversely affect a the visibility of the Premises from the roads, streets, highways, Center patron access ways and c public transportation access points inside and outside of the Center; (b) materially adversely 0 affect public access (vehicular and pedestrian) to the Premises; (c) materially adversely affect a public access (vehicular and pedestrian) to the Parking Retention Areas; (d) add any new w building floors open to the general public directly above the Theatre; (e)decrease the number of parking spaces of the Parking Retention Areas or result in any building or structure being constructed in the Parking Retention Areas;or(f)materially diminish any rights or privileges of TENANT under this Lease without TENANT's prior written consent,which may be withheld in TENANT's sole and absolute discretion. Any work performed by LANDLORD in making E changes to the Center shall be performed so as to not materially adversely affect public access to r the Premises and Parking Retention Areas during the performance of such work, and LANDLORD shall make all reasonable efforts to minimize any impact on TENANT's a operations in the Theatre during the performance of such work, including working at night or in the morning,if appropriate. Section 1.07: PARKING RETENTION AREAS (a) The"Parking Retention Areas"means the following automobile parking spaces of the Common Areas shown on the Site Plan, together with all driveways providing vehicular passageway to and from such parking spaces, all walkways providing pedestrian passageway between such parking spaces and the Theatre,and all related curbing,lighting,and landscaping: (i)all parking spaces that are part of the Center;(ii)all parking spaces located within the Central City Mall parking garage(the"Mall Garage"), as shown on the Site Plan; and(iii)all parking spaces within the CalTrans parking garage(the"CalTrans Garage"),as shown on the Site Plan. Throughout the Rent Tenn, LANDLORD shall provide all of the Parking Retention Areas for the non-exclusive use by TENANT and TENANT's employees, customers, clients, guests, ta.+ patrons and invitees (use thereof being shared by use by the employees, customers, clients, guests,patrons and invitees of the other premises of the Center,and in connection with the Mall SAWPFILES\2707D`443\L.-5(wine 10-2611).d. 1.5 Packet Pg.163 Garage and CalTrans Garage, employees, customers, clients, guests, patrons and invitees of others),in a properly lighted,secured,maintained,unblocked and unimpeded environment,with appropriate security,safety,cleanliness,proper striping,traffic controls,and timely maintenance and repairs. TENANT and TENANT's employees, customers, clients, guests, patrons and invitees also shall have the right of use on a non-exclusive basis of all of the other Common Areas of the Center. LANDLORD has represented to TENANT that the CalTrans Garage is owned by persons or entities other than LANDLORD, but that LANDLORD has the right, throughout the Rent Term,to use(and permit TENANT and other Center occupants to use)such CalT=s Garage pursuant to easement or contractual arrangements. Further, LANDLORD has represented to TENANT that the Mall Garage is owned by LANDLORD, and covenants that any conveyance or other alienation of the Mall Garage by LANDLORD shall be subject to TENANT's rights pursuant to this Lease. AAIn the event anv Parking Retention Areas, wdoihef AF RBt owned ift fee by RD and..heth,.-of net loe ffted eft the Land, ..hall be . as above-described, are no longer available for the by TENANT and TENANT's-emplikyges, customers clients patrons and invitees dilring the Rent Term, AND O D shall provide anv replacement spaces necessary to ensure that at all times during the Rent Term no less than eight hundred(800)parking spaces are available within one thou and one hundred(1-1 feet from the front entrance of the Theatre for the use by TENANT and TENANT'S °- u employees customers cluents, guests patrons and invitees without interruption and any p such replacement spaces shall be deemed included in the Parking Retention Areas (with any spaces no longer available for the use by TENANT and TENANT's employees. l- m customers, clients, guests patrons and invitees being deemed omitted from the Parking m Retention Areasl m m (b) Throughout the Rent Term, each of TENANT's employees, customers, clients, guests,patrons and invitees shall be permitted to use any of the automobile parking spaces of the Common Areas(including without limitation those within the Parking Retention Areas)without M any charge or fee being imposed for such use. In the event that a charge or fee is imposed by governmental authority or other person or entity for use of the automobile parking spaces of the m ® Common Areas, LANDLORD shall establish a validation or similar system whereby TENANT's employees, customers, clients, guests,patrons and invitees will be relieved of an y obligation to pay such charge or fee. A rn a K (c) LANDLORD shall not be prohibited from operating,or causing to be operated,a � valet parking service whereby those who voluntarily use such service are charged a fee,provided that the parking spaces used for such valet parking service are located outside of the Parking o Retention Areas. TENANT shall not be prohibited from operating,or causing to be operated, a 4 valet parking service for the customers, clients, guests, patrons and invitees of the Theatre, w provided that the parking spaces used for such valet parking service are located within the Parking Retention Areas. Section 1.08: WAGE REQUIREMENTS w (a) LANDLORD has informed TENANT that the Center is currently subject to a Housing and Urban Development 108 loan and related deed of trust("HUD 108 Financing"), which would result in the federal Davis-Bacon Act prevailing wage requirements being a applicable to the Theatre. Prior to the Delivery Date,LANDLORD shall remove the HUD 108 Financing from the Center,so that the federal Davis-Bacon Act prevailing wage requirements are not applicable to the Center. (b) Pursuant to the Development Agreement, the City has agreed that neither it, nor the Mayor or Common Council of the City,shall enact a"living wage ordinance"(as defined in the Development Agreement)that would be applicable to the Theatre or TENANT's operations at the Theatre from the Effective Date until the end of the Rent Term (as provided in the Development Agreement,the"City Living Wage Covenant"). Any default of the City Living Wage Covenant by the City shall be deemed a breach by LANDLORD under this Lease, entitling TENANT to all rights and remedies for breach in addition to all other rights and remedies provided by this Lease (including without limitation the Wage Requirements Reimbursement provided in Section 1.08(cl). s:\wPFn.ES 707D1443\Le. 5(s,".10-zsi1).d« 1.6 Packet Pg.164 (c) Notwithstanding anything else provided in this Section 1.08 or the Development Agreement, in the event any ordinance 'miler to a"living wage ordinance"(as defined in the Development Agreement) is enacted on the basis that it is mandated pursuant to any State or Federal law, rule or regulations, and in the event such ge ordinance is not uniformly applicable across the State of California (a "Non-Uniform Wage Requirement"), LANDLORD shall reimburse to TENANT on a monthly basis all additional costs incurred by TENANT due to such Non-Uniform Wage Requirements (the "Wage Reimbursement"). TENANT shall have the right to recover the Wage Reimbursement by offset against Rent as Rent becomes due,which right to offset against rent shall not be subject to any limitation of the amount of Rent per month which may be subject to the offset. w c 0 u m N C F H a x n v J A m Y W el lY N Y N R N J N T d lY U U 0 Q W N G E E s U m Q S:\WPFILES\2707D\443\Leese-5(wins 10-26-11)4.. 1.7 ARTICLE 2: PREMISES Section 2.01: LEASE OF PREMISES .. - In consideration of the Rent to be paid and the covenants to be performed by TENANT, LANDLORD hereby grants, demises and leases unto TENANT the Premises,together with all rights and privileges appurtenant thereto, and TENANT hereby leases and takes from LANDLORD the Premises, together with all rights and privileges appurtenant thereto, for the Rent Term,at the Rent,and upon the covenants,conditions and other terms herein set forth. Section 2.02: TITLE AND SUITABILITY LANDLORD covenants,represents and warrants to TENANT that (a) as of the Effective Date, LANDLORD is the sole owner of fee simple absolute title to the Land; (b) LANDLORD's fee simple absolute title to the Land,as of the Effective Date, is, and from the Effective Date until the Expiration Date(defined in Section 4.011 shall be,free and o clear of any encumbrance,covenant,obligation,limitation or restriction which would prevent or A interfere with the remodeling of the Premises in the manner provided for in this Lease, TENANT's possession and use of the Premises for the Permitted Use(defined in Section 8.01), r or any other rights or privileges of TENANT under this Lease; y m m (c) as of the Effective Date,LANDLORD has the right to use(and the right to permit A TENANT and other Center occupants, and their respective employees, customers, clients, v guests,patrons and invitees)to use,all Parking Retention Areas,including without limitation any portions of the Parking Retention Areas not located on the Land; (d) LANDLORD's rights to the Parking Retention Areas,as of the Effective Date is, N and from the Effective Date until the Expiration Date(defined in Section 4.011 shall be,free and /^ clear of any encumbrance,covenant,obligation,limitation or restriction which would prevent or interfere with the free parking use of the Parking Retention Areas by TENANT,and TENANT's employees,customers,clients,guests,patrons and invitees, o_ (e) from the Effective Date until the Expiration Date,the Premises shall be subject to °o no leasehold or possession interest,other than the leasehold interest hereby created in TENANT, 0 provided that LANDLORD shall have the right to enter into a around lease on the Land a orovided that such ground lease shall not affect,limit or restrict any rights or privileges o w TENANT under this Lease; (f) LANDLORD has all necessary right and authority to lease the Premises to TENANT and to grant to TENANT the rights to use of all of the Common Areas pursuant to this Lease and in accordance with the terms of this Lease; E L (g) all applicable governmental zoning, land use, planning, site plan, development and environmental requirements and restrictions will permit the remodeling (subject only to a obtaining any necessary Development Approvals and Building Permits,each defined in Section 3.01) and operation (subject only to obtaining any necessary use or occupancy permit and any necessary business license)of the Premises in the manner provided for in this Lease; (h) the soil conditions of the location for the Premises are suitable for the Premises or,without any cost or expense to TENANT,shall be made suitable for the Premises;and (i) there are no existing, valid, un-terminated or outstanding leases, grants of use rights, grants of possession rights, or grants of property rights to any other person or party applicable to the site for the Premises,which will not be permanently removed and extinguished of record by LANDLORD at the sole cost and expense of LANDLORD before the Delivery Date. Section 2.03: SECURITY DEPOSIT ... No security deposit shall be required. sAamru.ES\zrovpw Ur 5(. 2.1 Packet Pg.168 Section 2.04: TITLE CONTINGENCY (a) With LANDLORD being the owner of fee simple title to all of the Land, the Effective Date shall be deemed to be the"Title Date"as used herein. (b) TENANT shall have no obligation to perform Tenant's Work(defined in Section 3.01), to pay any portion of Tenant's Share (defined in Section 3.01), to accept physical possession of the Premises,to open for business in the Premises, or to pay any Rent until after the occurrence of all of the following (which are collectively referred to herein as the "Title Contingency"): (1) LANDLORD's delivery to TENANT's attorney(identified on Page 1.1 hereof) of a contemporary title report or title policy identifying LANDLORD as the owner of fee simple absolute title to the Land as of the Effective Date; (2) LANDLORD's delivery to TENANT's attorney (identified on Page 1.1 hereof) of satisfactory documentation of LANDLORD's right to use (and permit use of) the Parking Retention Areas as provided by this Lease (copies of each easement or agreement by which LANDLORD has such rights as to the Parking Retention Areas shall be deemed to be N satisfactory documentation); A (3) LANDLORD's delivery to TENANT's attorney (identified on Page 1.1 hereof)of the Memorandum of Lease(no less than two counterparts)required by Section 23.11 hereof in the form of Exhibit H fully executed by LANDLORD; o v (4) LANDLORD'S delivery to TENANT'S attorney of any Non-Disturbance Agreement (defined in Section 18.01) (no less than two counterparts) which is required by Section 18.03 hereof,with respect to any Loan Encumbrance(defined in Section 18.011 existing prior to the recording of the Memorandum of Lease, fully executed by LANDLORD and fully w executed by the Loan Encumbrance Holder(defined in Section-1 8.01);and y m m (5) if applicable, LANDLORD's delivery to TENANT of a non-disturbance q agreement (no less than two counterparts) reasonably acceptable to TENANT with respect to v any situation in which fee title to the Land is owned by a third party or third parties and the Land is leased to LANDLORD or LANDLORD's fee title to the Land is not fee simple absolute title, but instead is fee simple defensible title or fee simple determinable title with a reversion or o remainder interest held by a third party,fully executed by LANDLORD and,with respect to the ¢ situation of LANDLORD holding leasehold title to the Land, fully executed by the owner or w owners of the fee title or, with respect to LANDLORD's title to the Land being fee simple defeasible or determinable,by the owner or owners of the reversionary or remainder interest,as r the case may be. (c) The first day on which the Title Contingency has been fully satisfied is referred to u herein as the"Title Contingency Date." M m a s t 3 5 i I SAWPPRESU707DW43\Leea-5(wins 10-26.11)da 2.2 Packet Pg.167 MM ARTICLE 3: CONSTRUCTION Section 3.01: DEFINITIONS AND OVERVIEW (a) As used in this Lease,the following definitions are applicable: (1) "Approved Plans"means the Plans (defined below)which are approved by both LANDLORD and TENANT pursuant to the provisions of this Lease,together with any changes to such plans which are approved by both LANDLORD and TENANT pursuant to the provisions of this Lease. (2) "Building Permits" means all governmental permits, consents and approvals that are necessary for performance and completion of TENANT's Work, other than the Development Approvals. (3) "Building Permits Date" means the date on which all Building Permits have been issued and obtained by the applicable governmental authority. C (4) "Common Areas Work"means performance,in a good and workmanlike 4 manner, in compliance with all applicable governmental requirements, and in conformity with this Lease, of the construction of all improvements of the Center constituting the Common Areas, substantially consistent with the Site Plan, to the extent that such improvements do not exist in a first-class condition,so that the Common Areas will be properly designed,engineered, sound and of first quality. Common Areas Work shall include without limitation all items described on the Common Areas Work Schedule attached as Exhibit I,and also the construction of all of the vehicular passage ways from the streets surrounding the Center to the parking areas of the Center and the Parking Retention Areas, and all pedestrian passage ways between the parking areas,including without limitation the Parking Retention Areas,and the buildings of the Center, and such Common Areas Work shall include without limitation construction of hard .. surface walkways, hard surface automobile parking areas (including the Parking Retention w Areas), access driveways, private streets, ramps, handicap accessible ramps, vertical w transportation,parking lot lighting,planters,landscaping,storm water drainage,and utilities.The m Common Areas Work shall be part of Landlord's Work(defined below). m m m (5) "Delivery Date"means the day that all of the following has occurred: (a) � Substantial Completion of all Theatre Site Work in compliance with this Lease, including v without limitation in compliance with Exhibit D and the Approved Plans,and in compliance with o all applicable governmental requirements, (b) LANDLORD has delivered to TENANT an a accurate written notice of Substantial Completion of all of the Theatre Site Work, (c) w LANDLORD has delivered to TENANT unconditional physical possession of the Premises, in order that TENANT may complete Tenant's Work,(d)the occurrence of the Title Contingency n Date and the Development Approvals Date, and (g) LANDLORD has deposited Landlord's Share into the Escrow pursuant to the Fund Control Agreement. c m (6) "Development Approvals"means all applicable zoning,zoning variance, r development plan, site plan, elevation, design, environmental impact, utility impact, and other approvals,consents,permits and authorizations that are necessary for the presence of the Theatre < at the Center,implementation and engagement in the Permitted Use at the Theatre,the presence of the Common Areas as configured and shown on the Site Plan, and the performance of all of Landlord's Work (but not including the Building Permits, any certificate of occupancy for the Theatre, or any permits or licenses required for the operation of TENANT's business at the Theatre,such as a business license),whether or not obtainable from governmental authority or a third person (pursuant to any restrictive covenant, lease, exclusive, agreement or other arrangement). (7) "Development Approvals Date" means the day on which the Development Approvals have been issued, and if all of the Development Approvals have been issued prior to the Effective Date, then the Effective Date shall be deemed to be the Development Approvals Date. `v SAWPHLES@707M4431�5(.e 10-261 lid. 3.1 (8) "Escrow" shall mean the escrow established by the Fund Control Agreement, in which Landlord's Share shall be deposited for use by TENANT in TENANT's Work. (9) "Essential Contingencies" means occurrence of the Development Approvals Date,the Plans Approval Date,the Building Permits Date,the Title Contingency Date and the Delivery Date. (10) "Essential Contingencies Date" means the first day on which all of the Essential Contingencies have occurred. (11) "Former Theatre Space Work" means all work required to and within the separated Former Theatre Space to make it usable or leaseable, including all work described on the Former Theatre Space Work Schedule attached as Exhibit J. (12) "Fund Control Agreement" shall mean that certain Fund Control Agreement dated on or about the Effective Date, entered into by and among LANDLORD, TENANT, California Fund Control, Inc., and the general contractor selected by TENANT for o Tenant's Work. - u A N (13) "Landlord's Share" shall mean Four Million Seven Hundred Thousand L Dollars($4,700,000.00). ~ a m (14) "Landlord's Work" means all of the Common Areas Work, all of the Former Theatre Space Work and all of the Theatre Site Work,including,without limitation,the o, items designated as Landlord's Work on Exhibit D. m (15) "Plans" means all of the architectural and engineering plans, M specifications, schematics and drawings for the Theatre Building Work, including without limitation design and development plans, construction drawings and final plans for submission y for the building permit,which are prepared by Tenant's Architect. m m J 4.. (16) "Plans Delivery Date"means the firs[day on which all of the Plans have m been delivered to LANDLORD. U (17) "Plans Approval Date" means the day on which LANDLORD and TENANT first reach agreement on approval of the Plans as provided in this Lease, resulting in 0 such Plans being deemed to be the Approved Plans. % w (18) Each of "Substantially Complete" or "Substantially Completed" or "Substantial Completion" means the completion of the construction work in question in F accordance with plans for such work prepared by qualified architects and engineers, consistent with the requirements of this Lease, in accordance with all applicable laws and governmental requirements, in a good and workmanlike condition and consistent with a first-class mixed-use E center, with use of new materials, and with all debris, construction materials and construction equipment removed. a (19) "Tenant's Architect"means the architect(s) and engineer(s) selected by TENANT in TENANT's sole discretion to prepare the Plans and to perform other tasks at the discretion of TENANT. (20) "Tenant's Equipment" means theatre seats; screens and related equipment; drapes (but not the insulation behind the drapes and not the trim board); acoustical wall panels; slide and film projection and presentation equipment; audio equipment; ticket system; ticket ATM/kiosks, concessions equipment (including without limitation drink dispensing equipment, bulk CO2 system and popcorn poppers); point-of-sale devices; telecommunications equipment;change machines;automated ticket or cash dispensing machines, or both; game machines; office equipment; menu boards; food service equipment; signs (both interior and exterior), sign faces on Center monument and pylon sign structures; aisle lighting; lighting control systems; marquees; mini-marquees; directories; waste receptacles; satellite dishes and related equipment; keyless locks; safes; planters; lockers; benches; lobby art; cabinets; box office case work; box office window communications equipment; ice machines; SAWPFlLES @7071 W 3�5(w s 10-2 -11).dx 3.2 poster cases;burglar systems;ropes and poles;ash ums;burglar alarm systems; interior security cameras;background music system;computer systems;lobby art;and the trash compactor. (21) "Tenant's Share" shall mean all costs and expenses for TENANT's Work in excess of Landlord's Share,provided that in no event shall Tenant's Share be less than One Million Two Hundred Forty Thousand Dollars ($1,240,000.00) or greater than Three Million Dollars($3,000,000.00). (22) "Tenant's Work" means the Theatre Building Work and the Theatre Equipment Work,and the items constituting Tenant's Work are identified on Exhibit D. (23) "Theatre Building Work" means, except for the Common Areas Work, Theatre Site Work, Theatre Equipment Work and the Former Theatre Space Work, the work required to remodel the Theatre in conformity with the Approved Plans, in a good and workmanlike manner,with use of new materials,in compliance with all applicable governmental requirements and by use of workers and a contractor or contractors selected by TENANT. The Theatre Building Work includes the "Demising Work", defined as construction of demising walls and severance of utility lines, conduits,pipes and facilities appropriate to separate the six c (6) auditoriums comprising the Former Theatre Space (defined in Section 1.03(e)) from the 2 Theatre;provided,however,that the neither the Demising Work nor the Theatre Building Work N shall include(and TENANT shall have no responsibility or obligation for) any Former Theatre Space Work.LANDLORD and TENANT acknowledge that the Former Theatre Space includes two (2) restrooms that formerly served the Theatre, and the Theatre Building Work and Demising Work shall include the addition of two (2) new restrooms within the Theatre as a replacement for such Former Theatre Space restrooms(provided that the Theatre Building Work shall not include, and TENANT shall have no responsibility or obligation for, any work appropriate to the two (2) restrooms located in the Former Theatre Space, as such shall be included in the Former Theatre Space Work). M (24) "Theatre Building Work Budget" means the detailed budget of the N expected hard construction cost for the Theatre Building Work based on this Lease and the A Approved Plans (not including any costs in connection with any of the following:. work performed prior to the Plans Approval Date; preparation and review of the Plans; performance m and completion of the Theatre Site Work; performance and completion of the Common Areas Work;performance and completion of the Theatre Equipment Work; obtaining and maintaining o 0 the Development Approvals; construction, installation and obtaining approvals for any signage; U impact, development and other governmental fees, special assessments and charges for the 0 a development and any other governmental assessment or fee; and any soft costs, including w without limitation any architectural, surveying, environmental, accounting, legal, consultant, land acquisition and financing costs). N (25) "Theatre Equipment Work" means, except for the Common Areas Work,Theatre Site Work, Theatre Building Work and Former Theatre Space Work, and except E to the extent Tenant's Equipment exists within the Premises on the Effective Date, all work appropriate for installation within or about the Theatre of Tenant's Equipment. 9 a (26) "Theatre Site Work" means performance and completion of the following: (A) all necessary environmental clean up, conditioning and stabilization work on the site for the Theatre, including without limitation any methane remediation systems; (B) any necessary structural or foundation work for the Theatre, including without limitation any foundation support system or any piers, pilings, caissons, pile caps, grade beams or tie beams, to the extent provided in the Approved Plans or otherwise reasonably deemed appropriate by Tenant's Architect or engineers engaged by either LANDLORD or TENANT;and (C) completion of the pad,enclosure or structure for TENANT's trash compactor,together with related screening,fencing,walls and utility(water, sewer and electric) lines, conduits and facilities serving the trash compactor to be located on or with such pad, enclosure or structure. SAWPF S12707DW43�.-5(wm 10.26-11).d. 3.3 (b) Pursuant to this Lease and in the manner provided in this Lease, in summary: LANDLORD shall obtain the Development Approvals (as provided in Section 3.02), Tenant's Architect shall prepare the Plans and submit them to LANDLORD(as provided in Section 3.03), the Plans shall be approved by LANDLORD and TENANT (as provided in Section 3.03), LANDLORD shall perform the Theatre Site Work and cause the occurrence of the Delivery Date(as provided in Section 3.061,TENANT shall obtain the Building Permits(as provided in Section 3.04), LANDLORD shall provide TENANT the Staging Area(as provided in Section 3.07),LANDLORD shall perform the Common Areas Work(as provided in Section 3.06),and TENANT shall perform Tenant's Work(as provided in Section 3.08). Section 3.02: DEVELOPMENT APPROVALS To the extent that all of the Development Approvals have not been obtained before the Effective Date, LANDLORD shall apply for and use diligent effort to obtain all of the Development Approvals and shall pay all costs therefor. LANDLORD shall pay all impact, development and other governmental fees, assessments,taxes and charges for the development, including (without limitation) all utility tap fees, utility impact fees, utility connection fees, traffic impact fees, excise taxes, development taxes and special assessments. Further, and c without limiting the forgoing, LANDLORD shall pay all amounts that may be required due to .q changes in applicable codes, ordinances, regulations or standards from the date of this Lease, including without limitation any(a)changes in the City of San Bernardino's building,plumbing, 2 electrical, fire and grading codes and ordinances, (b) increases in development fees, (c) imposition of new fees, (d) changes in State or Federal law, and (e) imposition of mitigation measures(such as requirements to improve public improvements and facilities like public streets, roadways, landscaping, utilities, drainage, flood control improvements, water and sewer facilities,street lighting and street light,or monetary payments in lieu thereof). TENANT shall assist and cooperate with LANDLORD in obtaining the Development Approvals without out-of- M pocket cost to TENANT. TENANT's cooperation with LANDLORD to obtain the Development Approvals shall include,without limitation, approval of modification of the Plans y as necessary to meet applicable governmental requirements, subject to the provision that if m TENANT is not reasonably satisfied with any such necessary modifications to the Plans, TENANT shall have the right to terminate this Lease by providing written notice to LANDLORD. This written notice shall not be subject to Section 17.01(b). In the event rc LANDLORD is unable to obtain Development Approvals and this Lease is terminated, o LANDLORD shall pay to TENANT an amount equivalent to the costs incurred by TENANT E for architectural and engineering services on the Plans, subject to the provision that such reimbursement shall not exceed Three Hundred Thousand Dollars ($300,000.00). The w provisions of this Section 3.02 shall survive any termination or cancellation of this Lease. N Section 3.03: PLANS c (a) To the extent any such items have not been provided by LANDLORD to E TENANT before the date of this Lease,within fourteen(14)days after the date of this Lease,at LANDLORD's sole cost and expense, LANDLORD shall provide TENANT the following $ items (the "Background Items"): (1) all applicable design criteria for the Center imposed by a governmental authorities or existing as of the date of this Lease; (2) a CAD version of the site plan for the Center, if available (including a scale and a north arrow); (3) a civil engineering report specific to the Theatre building, if available, from the date of the original construction of the Theatre; (4) an environmental report specific to the Theatre or specific to the Center, if available, from the date of the original construction of the Theatre; and(5) the Americans with Disabilities Act survey conducted by Charles Bell Associates in 2010. (a) TENANT shall have the Plans prepared by Tenant's Architect and use diligent efforts to deliver the Plans to LANDLORD within one hundred twenty(120)days after the later of the date of this Lease or LANDLORD's delivery to TENANT of the Background Items. The Plans shall: (1) be in conformity with all applicable building codes and other governmental requirements(including without limitation requirements of the Americans with Disabilities Act), (2)be based on the configuration for the Theatre set forth on the layout plan attached hereto as Exhibit C, and (3) contain (without limitation) specifications necessary to provide that the background noise from all sources outside of the Theatre will be reduced within the Theatre to a SAWPrLES12707DW43\T.5(w s10-2611).d. 3.4 Packet Pg.171 level no louder than NC 25. Various segments of the Plans may be prepared by Tenant's Architect and presented to LANDLORD for review and approved incrementally, at various times before the end of the one hundred twenty(120)day period,but the overall objective is that all of the Plans shall be prepared and submitted to LANDLORD within the one hundred twenty (120)period above provided. (b) The Plans shall be subject to LANDLORD's prior approval,which approval shall not be unreasonably withheld, delayed or conditioned by LANDLORD. The Plans shall be deemed approved by LANDLORD unless within thirty(30) days after LANDLORD's receipt of all of the Plans, LANDLORD provides TENANT written notice specifying all reasons for LANDLORD's disapproval of the Plans. If LANDLORD provides TENANT such notice of disapproval within such thirty (30) days, TENANT and LANDLORD shall engage in a good faith effort without delay to resolve all disapproved aspects of the Plans. (c) Once approved by LANDLORD and TENANT, no changes or change orders shall be made to the Approved Plans without the prior written approval of LANDLORD and TENANT, which approval shall not be unreasonably withheld, delayed or conditioned. LANDLORD and TENANT shall promptly and diligently respond to any change order request made by the other party,and all change orders shall require the agreement of both LANDLORD 2 and TENANT to be effective. The costs for any work performed pursuant to a change order y R shall be the responsibility of LANDLORD and TENANT as follows: (1) The costs for any change order related to Landlord's Work shall be the A responsibility of LANDLORD. m (2) TENANT shall be responsible for all change orders approved by TENANT that relate to Tenant's Work (subject to payment of Landlord's Share), unless m LANDLORD agrees to pay such costs as part of the change order. (3) If any construction work is performed although its performance is not N provided for in the Approved Plans or in a written change order signed by both LANDLORD and TENANT,then all costs for such construction work shall be paid by the party who requested `v or authorized performance of such construction work. m m (d) Within sixty(60)days after the Plans Approval Date,TENANT shall prepare and X deliver to LANDLORD the Theatre Building Work Budget. In the event the Theatre Building 13 Work Budget exceeds Four Million Dollars($4,000,000.00),either LANDLORD or TENANT o shall be entitled to terminate this Lease by delivering written notice to the other party on or ¢ before thirty (30) days after the date the Theatre Building Work Budget was delivered to w LANDLORD. In the event either party elects to exercise its right to terminate this Lease pursuant to this Section 3.03(d), the Lease shall terminate with no further obligation of either ,;, LANDLORD or TENANT, provided that LANDLORD shall pay to TENANT an amount equivalent to the costs incurred by TENANT for architectural and engineering services on the Plans, subject to the provision that such reimbursement shall not exceed Three Hundred Thousand Dollars ($300,000.00). The provisions of this Section 3.03(d) shall survive any termination or cancellation of this Lease. Section 3.04: BUILDING PERMITS From and after the Plans Approval Date,TENANT shall apply for and use diligent effort to obtain the Building Permits, including without limitation and permits and approvals for TENANT's Building Signs(defined in Section 14.021. LANDLORD shall assist and cooperate with TENANT in obtaining the Building Permits, with LANDLORD's cooperation with TENANT including, without limitation, approval of modification of the Plans as necessary to meet applicable governmental requirements. Section 3.05: CONTINGENCIES In the event that the Essential Contingencies Date has not occurred within three hundred © sixty (360) days from and after the date of this Lease, regardless of any delay caused by any Force Majeure Event (defined in Section 1.03(d)l, at any time thereafter until the Essential S.\WPF1.ES\2707D\443\Leer-5(.,10-26-11).d. 3.5 Packet Pg.172 Contingencies Date occurs, TENANT may terminate this Lease by providing LANDLORD written notice of such termination.This written notice shall not be subject to Section 17.01(6)of this Lease. In the event of such termination, LANDLORD shall pay to TENANT an amount equivalent to the costs incurred by TENANT for architectural and engineering services on the Plans, subject to the provision that such reimbursement shall not exceed Three Hundred Thousand Dollars ($300,000.00). The provisions of this Section 3.05 shall survive any termination or cancellation of this Lease. Section 3.06: LANDLORD'S WORK (a) As soon as reasonably practicable after the Plans Approval Date, LANDLORD shall commence and thereafter diligently perform the Theatre Site Work at LANDLORD's sole cost and expense, and cause the Delivery Date to occur. The Theatre Site Work shall be perfortned in accordance with this Lease and the Approved Plans. (b) LANDLORD shall use diligent efforts to cause Substantial Completion of the Common Areas Work prior to the anticipated Rent Commencement Date. m c 0 (c) LANDLORD shall use diligent efforts to cause Substantial Completion of all .q exterior Former Theatre Space Work prior to the anticipated Rent Commencement Date, an d shall cause Substantial Completion of all interior Former Theatre Space Work diligently after F commencement. w m N d (d) LANDLORD shall cause all of Landlord's Work to be performed in compliance J with applicable building codes and other governmental requirements,in a good and workmanlike v manner,and with use of new and sound quality materials. w Section 3.07: STAGING AREA Commencing on the Delivery Date and continuing thereafter until completion of all of y Tenant's Work,LANDLORD shall provide TENANT an area,fenced,protected from weather, convenient to and with access to the site of the Premises, to be used for storage of supplies, materials and equipment to be used in performance of Tenant's Work(the`Staging Area"),with the size and location of the Staging Are shown on the Site Plan. Access from public streets to the Staging Area over an unimpeded, paved access road (or roads) shall be provided by c LANDLORD. The size of the Staging Area shall be no less than an area sufficient to contain v twenty-five 45-foot cargo trailers or storage containers, access and turnaround areas for tractor- «° trailer trucks, and an area for trash and construction debris dumpsters. Any appropriate or K necessary mechanized means of vertical transportation between the Staging Area and the site of w the Premises also shall be provided by LANDLORD. Security to protect all of the items stored at the Staging Area shall be provided by LANDLORD. LANDLORD shall pay all costs for N providing the Staging Area,the security for the Staging Areas,the access road(or roads)and the mechanized means of vertical transportation. TENANT shall be provided unimpeded access to v all sides of the site for the Premises during performance of Tenant's Work. z R Section 3.08: TENANT'S WORK AND PAYMENT OF COSTS a (a) From and after the Delivery Date,TENANT shall cause the performance of all of Tenant's Work,by use of contractors and suppliers selected by TENANT, in TENANT's sole and absolute discretion, in accordance with the Approved Plans, in accordance with all applicable laws and governmental requirements, in a good and workmanlike manner, and with use of new and sound quality materials. In no event shall TENANT be required to bid any portion of Tenant's Work or select contractors and supplies based on the lowest cost or union requirements. TENANT shall be permitted to dispose of any item of furniture, fixtures or equipment within the Theatre on the Delivery Date,with the understanding that TENANT shall install replacement Tenant's Equipment as part of Tenant's Work. (b) LANDLORD shall deposit Landlord's Share into the Escrow as provided by the Fund Control Agreement. As Tenant's Work progresses, TENANT shall request and receive /+. disbursements from the Escrow as provided by the Fund Control Agreement, for use in paying the costs and expenses incurred by TENANT for Tenant's Work. SAWPFn.ESU707D\443U.raao-5(.s 10a2&1 lid. 3.6 Packet Pg.173 (c) Once the fidl amount of Landlord's Share has been paid, TENANT shall thereafter be solely responsible for paying Tenant's Share. In no event shall Tenant's Share be less than One Million Two Hundred Forty Thousand Dollars ($1,240,000.00), provided that ` TENANT shall be permitted to allocate up to Four Hundred Thousand Dollars($400,000.00)of TENANT's investment in digital projection,sound equipment and other equipment and services provided by TENANT at the Theatre (but not personnel or staffing expenses) as an in-kind investment in Tenant's Share. It *s the intention of LANDLORD ORD and TENANT that all of Tenant's Share shall used for the purchase and installation of Tenant's Emuipment and not for the Theatre Buildine Work. (c) In the event the costs and expenses of Tenant's Work are such that Tenant's Share would otherwise exceed Three Million Dollars ($3,000,000.00), LANDLORD and TENANT shall work in good faith to agree on allocation of the amount exceeding Three Million Dollars ($3,000,000.00) between LANDLORD and TENANT, provided that if the parties cannot agree on such allocation within sixty(60)days after the date such costs and expenses first exceed Three Million Dollars ($3,000,000.00), TENANT shall have the right to terminate this Lease by delivery of written notice to LANDLORD,with the amount of Tenant's Share actually paid by TENANT reimbursed by LANDLORD. 0 (d) Notwithstanding anything provided by this Section 3.08,TENANT shall perform N the Demising Work at LANDLORD's sole cost and expense. As Tenant's Work progresses, TENANT shall request and receive disbursements from the Escrow as provided by the Fund Control Agreement for use in paying the costs and expenses incurred on the Demising Work; provided,however, that upon completion of the Demising Work LANDLORD shall reimburse TENANT the costs and expenses incurred on the Demising Work, using LANDLORD's own funds from outside the Escrow(the"Demising Work Reimbursement"). TENANT shall have a the right to recover the Demising Work Reimbursement by offset against Rent as Rent becomes due,which right to offset against rent shall not be subject to any limitation of the amount of Rent per month which may be subject to the offset. rc N Section 3.09: MECHANIC'S LIENS w A dt Neither LANDLORD nor TENANT shall allow to remain un-discharged any lien, J A encumbrance or other charge arising out of any work done or materials or supplies fiunished by m any contractor, subcontractor, mechanic, laborer or materialman which might be or become a lien or encumbrance or other charge against or upon the Premises or the Land (collectively, a "Mechanic's Lien"). If any Mechanic's Lien or notice of a Mechanic's Lien on account of an E alleged debt of TENANT or LANDLORD,or any person engaged by TENANT,LANDLORD ¢ or either parties' contractor to work on the Premises or the Center shall be filed against or upon w the Premises or the Land, the party whose act or omission resulted in the filing or notice shall cause the same to be discharged of record by payment, deposit, bond, order of a court of N competent jurisdiction or otherwise within a reasonable time,not to be less than thirty(30)days, from and after such party's receipt of notice from the other party about the presence of the lien. c E E Section 3.10: INSURANCE � m r Throughout the performance of the construction, LANDLORD with respect to ¢ Landlord's Work,and TENANT with respect to Tenant's Work,shall maintain or require their contractors to maintain: (a) public liability insurance coverage of no less than Two Million Dollars ($2,000,000.00) per occurrence and in the aggregate for personal injury, bodily injury, death or property damage; (b) builder's risk insurance for full replacement; and (c) workers' compensation insurance as required by applicable law. Each of LANDLORD and TENANT upon written request shall provide to the other evidence (certificates of insurance or copies of policies) of the maintenance of the insurance coverage required by this Section. TENANT's policy shall name LANDLORD as additional insured party and loss payee. LANDLORD's policy shall name TENANT as an additional insured party and loss payee. Section 3.11: ACCESS At all times during performance of Landlord's Work and during performance of Tenant's Work, both LANDLORD and TENANT and their employees, contractors, agents and invitees shall have access to the Premises for purpose of observing the work in progress, subject to the condition that performance of the construction work shall not be interfered with by such access S:\W HUSU70'/D\443\L.5(.,10-26.11).d. 3.7 and observation. Neither LANDLORD nor TENANT shall be obligated to observe or inspect _ the construction work of the other, and if either does observe the work of the other, such observation or inspection,or both, shall not place upon such party any obligation or relieve the party responsible for such work of the obligations and requirement of this Lease. Section 3.12: FORCE MAJEURE Except as expressed to the contrary, the time periods set forth in this Article 3 shall be extended for periods of time equal to periods of delay caused by any Force Majeure Event (defined in Section 1.03(d)l. 0 0 U a w c n F v N A a J N d CY M N N N m d J '+mom F W U O U 0 Q x W N C E E L u n a SAWPFILES MU443gsa 5(wins 10.26-11).doc 3.8 Packet Pg.175 ARTICLE 4: TERM Section 4.01: TERM OF THIS LEASE N. The "Rent Term" means the period commencing on the Rent Commencement Date (defined in Section 5.02) and ending on the Expiration Date (defined below) unless sooner terminated or extended pursuant to the extension options provided herein. The "Expiration Date"means the last day of the Tenth(10th)Rent Year(defined in Section 4.02)following the Rent Commencement Date,or,if the initial 10-year term is extended by TENANT's exercise of one or more of the Extension Period(s) (defined in Section 4.031,then the Expiration Date shall be the last day of the last exercised Extension Period. The period from the Effective Date until the Rent Commencement Date is hereby referred to as the"Initial Term", it being understood that this Lease shall be effective in accordance with its terms during the Initial Term though no Rent shall be payable by TENANT during the Initial Term. Section 4.02: RENT YEAR The term"Rent Year"means each successive twelve(12)month period occurring during the Rent Term, and "Rent Years" means more than one Rent Year. The first Rent Year shall o begin on the Rent Commencement Date(defined in Section 5.02) and extend through the next A twelve(12) full calendar months. If the Rent Commencement Date occurs on a day other than A the first day of a calendar month,then the first Rent Year extends from the Rent Commencement 2 Date until the first day of the first full calendar month occurring after the Rent Commencement Date and then for the next twelve (12) full calendar months. For example, if the Rent J Commencement Date is April 18, 2012 the first Rent Year will extend from April 18,2012, to and including April 30,2012. d Section 4.03: OPTIONS TO EXTEND M (a) Provided that no Event of Default (defined in Section 16.011 exists at the time written notice thereof is given under the next sentence of this Section 4.03,TENANT shall have d four(4)options to extend the Rent Term for successive and consecutive periods of five(5)Rent Years each, followed by one (1) option to extend the Rent Term for a period of four(4) Rent Years (each such five-year period and four-year period being herein referred to herein as an a "Extension Period") on the same terms, covenants and conditions as set forth in this Lease, including the amounts of Base Rent as specified for such period in Section 5.03. To exercise an u 0 option for an Extension Period,TENANT must give LANDLORD written notice of its election 0 to exercise the option at least eneM hundred eightymytn (A0M days prior to the ° expiration of., (a) the initial 10-year Rent Term for the first Extension Period or (b) the a„ immediately preceding Extension Period for the second and subsequent Extension Periods. m (b) LANDLORD and TENANT acknowledge that the number and length of the Extension Periods provided in Section 4.03 were structured to ensure certain tax and accounting benefits, including without limitation to ensure that this Lease is not classified as a capitalized d lease pursuant to the Financial Accounting Standards Board or other governmental or regulatory E t entity. LANDLORD and TENANT agree to cooperate with each other in good faith, to the extent reasonable,to ensure that this Lease is not classified as a capitalized lease,provided that a the foregoing shall not be construed to require LANDLORD to take any action which would increase LANDLORD's obligations or reduce LANDLORD's rights under the Lease. Section 4.04: TERMINATION RIGHTS (a) Commencing with the completed fifth(5th)Rent Year,within sixty(60) days of each Rent Year, TENANT shall prepare and deliver to LANDLORD a written statement(the "Box Office Statement") of the Box Office Receipts (defined in Section 5.04(b)(1)(A)) for the most recently completed Rent Year. For each Rent Year commencing with and following the completed fifth(5th)Rent Year,in the event Box Office Receipts for the Rent Year in question, as shown on the Box Office Statement, are less than Two Million Five Hundred Thousand Dollars ($2,500,000.00) (the"Termination Box Office Threshold"), TENANT shall have the right to terminate this Lease by delivery of written notice to LANDLORD (the "Tenant Termination Notice") within sixty (60) days after LANDLORD's receipt of the Box Office Statement, which Tenant Termination Notice shall not be subject to Section 17.01(b). In the event TENANT delivers a Tenant Termination Notice, LANDLORD shall have the right, SAWPFILEW707nW639x 5(. 10-26-11).dm 4.1 during the sixty(60) day period immediately following LANDLORD's receipt of the Tenant Termination Notice(such sixty day period referred to as the"Landlord Termination Response Period"), to negate TENANT's termination of the Lease by delivering to TENANT the difference between the Termination Box Office Threshold and the Box Office Receipts for the Rent Year in question, in which event the Lease and Rent Term shall continue; provided, however, that should Box Office Receipts in any subsequent Rent Year be less than the Termination Box Office Threshold,TENANT shall again have the right to terminate this Lease (and LANDLORD shall have the right to negate such termination) as provided by this Section 4.04. (b) Any termination of the Lease and Rent Term pursuant to this Section 4.04 shall be effective as of the day immediately following the last day of the Landlord Termination Response Period. The provisions of this Section 4.04 shall not be affected by TENANT's exercise of any option for an Extension Period pursuant to Section 4.03, meaning that (without limitation) (a) this Section 4.04 shall remain effective during the Extension Periods,(b)in the event TENANT has exercised an option for an Extension Period but subsequently delivered a Tenant Termination Notice, the Lease shall terminate on the date immediately following the Landlord Termination Response Period unless LANDLORD has elected to negate such termination as provided in this 7 Section 4.04, and (c) in the event LANDLORD has elected to negate any termination as °- provided in this Section 4.04, TENANT shall have the right to exercise or not exercise any y option for an Extension Period,in TENANT's sole discretion. m N R d J A m d Q' W M N a m m m m v K U O U 0 Q K W N C E E L V A Q S:\WPPILES\2707D443\L.5(wms 10-26.11).d. 4.1 Packet Pg.177 ARTICLE 5: RENT Section 5.01: RENT TENANT hereby agrees to pay for the lease of and the right of use and occupancy of the Premises and the rights and privileges provided by this Lease, including without limitation the rights and privileges to the use of the Common Areas,during the Rent Term,at the times and in the manner herein provided Base Rent(defined in Section 5.03)and Percentage Rent(defined in Section 5.04);or,if applicable,Special Rent(defined in Section 5.03). As used in this Lease,the tern"Rent" means whichever of the above is applicable at the time. TENANT shall have no obligation to pay LANDLORD any amounts pursuant to this Lease other than Rent(except for damages payable due to an Event of Default and interest as expressly provided by this Lease),it being acknowledged by LANDLORD and TENANT that Rent is intended to be an all-in,gross rental amount. Section 5.02: RENT COMMENCEMENT DATE As used in this Lease, the term "Rent Commencement Date" means earlier of(al the day on which TENANT opens for business in the Premises to the general public with all o required use and occupancy permits(such day not including up to five(5)days devoted solely to ��, grand opening events:). or (b) subject to satisfaction of the Initial Develonmen Requirements, Ongoing Development Requirements and the Title Contingency, the day that is two hundred seventy(270)days after the Delivery Date,provided that such period of m two hundred seventy (270) days shall be extended upon the occurrence of any Force v Maieure Event. In the event TENANT occupies and uses the Premises pursuant to temporary A use and occupancy permits, and TENANT's right of use and occupancy of the Premises v subsequently is revoked, not due to the fault of TENANT, because the temporary use and occupancy are not continued or are not made final,then,for the period during which TENANT does not have a right to use and occupy the Premises, TENANT's obligation to pay Rent shall abate. TENANT shall have no obligation to open for business in the Premises until all Initial N Development Requirements (defined in Section 1.03(h)) and Ongoing Development m Requirements (defined in Section 1.036)) have been satisfied, and the Title Contingency Date m (defined in Section 2.041 has occurred. m Section 5.03: BASE RENT OR SPECIAL RENT rc v 0 (a) Base Rent. Throughout the Rent Term, except for any period during which o Special Rent (defined in Section 5.03(c)) is applicable, TENANT shall pay to LANDLORD E base rent("Base Rent")in the following amounts: w (1) If the Rent Commencement Date does not occur on the first day of a calendar month,then for the period from the Rent Commencement Date to and including the last day of the month during which the Rent Commencement Date occurs, the Base Rent shall be Seventy Thousand Eight Hundred Thirty-Three Dollars and Thirty-Three Cents ($70,833.33) multiplied by a fraction,the numerator of which is the number of days from and including the r Rent Commencement Date to and including the last day of the month during which the Rent A Commencement Date occurs and the denominator of which is the total number of days of such a calendar month, and the Base Rent for such partial month shall be payable on the Rent Commencement Date; (2) Commencing with the first day of the first full calendar month after the Rent Commencement Date (or, if the Rent Commencement Date is the first day of a calendar month, commencing on the Rent Commencement Date), and continuing thereafter for the remainder of the fast (1st) Rent Year, Base Rent for such period shall be Eight Hundred Fifty Thousand Dollars ($850,000.00), payable in equal monthly installments of Seventy Thousand Eight Hundred Thirty-Three Dollars and Thirty-Three Cents($70,833.33). (3) For the second(2nd)through tenth(10th)Rent Years,Base Rent for each such Rent Year shall be Eight Hundred Fifty Thousand Dollars($850,000.00),payable in equal monthly installments of Seventy Thousand Eight Hundred Thirty-Three Dollars and Thirty- Three Cents($70,833.33). SAWPFa.ESi2707DW43\Leaee-5(come 30-26-1 J)A. 5.1 Packet Pg.176 (4) If TENANT exercises its option for the fast Extension Period, for the eleventh(11th)through fifteenth(15th)Rent Years,Base Rent for each such Rent Year shall be ' Nine Hundred Twenty Thousand Two Hundred Fifty Dollars ($920,250.00), payable in equal monthly installments of Seventy-Six Thousand Six Hundred Eighty-Seven Dollars and Fifty Cents($76,687.50). (5) If TENANT exercises its option for the second Extension Period, for the sixteenth(16th)through twentieth(20th)Rent Years,Base Rent for each such Rent Year shall be Nine Hundred Ninety Thousand Five Hundred Dollars($990,500.00),payable in equal monthly installments of Eighty-Two Thousand Five Hundred Forty-One Dollars and Sixty-Seven Cents ($82,541.67). (6) If TENANT exercises its option for the third Extension Period, for the twenty-fast (21st) through twenty-fifth (25th) Rent Years, Base Rent for each such Rent Year shall be One Million Sixty Thousand Seven Hundred Fifty Dollars ($1,060,750.00),payable in equal monthly installments of Eighty-Eight Thousand Three Hundred Ninety-Five Dollars and Eighty-Three Cents($88,395.83). c (7) If TENANT exercises its option for the fourth Extension Period, for the °- twenty-sixth(26th)through thirtieth(30th)Rent Years,Base Rent for each such Rent Year shall N be One Million One Hundred Thirty-One Thousand Dollars ($1,131,000.00), payable in equal monthly installments of Ninety-Four Thousand Two Hundred Fifty Dollars($94,250.00). m w A (8) If TENANT exercises its option for the fifth Extension Period, for the thirty-fast (31st) through thirty-fourth (34th) Rent Years, Base Rent for each such Rent Year shall be One Million Two Hundred One Thousand Two Hundred Fifty Dollars($1,201,250.00), payable in equal monthly installments of One Hundred Thousand One Hundred Four Dollars and Seventeen Cents($100,104.17). M (b) Completion Certificate. The annual sum of Base Rent and the monthly y installments thereof which shall be paid by TENANT to LANDLORD shall be set forth in the N Completion Certificate(defined in Section 1.05),which shall be executed by LANDLORD and TENANT on or about the Rent Commencement Date. The Completion Certificate shall set forth W the calendar dates of the Rent Commencement Date and the Expiration Date of the initial ten (10)Rent Year Rent Term of this Lease. X a U (c) Special Rent Defined. As used in this Lease, the [ean "Special Rent" shall o mean Eight Percent(8%)of all Gross Sales(defined in Section 5.04)received by TENANT for a the period in question, to the extent such amount does not exceed the total Base Rent and w Percentage Rent which otherwise would be applicable during such period. The accounting and the payment of the Special Rent shall be made on a monthly basis as soon following the end of each month as reasonably practicable. c (d) When Special Rent Payable. Notwithstanding the other provisions of this Lease, Special Rent shall be payable in lieu of Base Rent and Percentage Rent in the following instances: yR (1) In the event the Rent Commencement Date occurs between January 1 and March 31,Special Rent shall be payable in lieu of Base Rent and Percentage Rent from the Rent Commencement Date until the next occurring April 1; and if the Rent Commencement Date occurs between August 1 and October 31, Special Rent shall be payable from the Rent Commencement Date until the next occurring November 1. (2) In the event all Initial Development Requirements (defined in Section 1.03 are not satisfied yet TENANT does open for business in the Theatre to the general public so that the Rent Commencement Date occurs under Section 5.02, Special Rent shall be payable in lieu of Base Rent and Percentage Rent from the period from the Rent Commencement Date through the last day of the calendar month in which all Initial Development Requirements are satisfied. (3) In the event at any point during the Rent Term the Ongoing Development Requirements(defined in Section 1.036))are not satisfied, Special Rent shall be payable in lieu 51WPFn.Ea12707D,443\Leas-5(.m 10-26.11).d. 5.2 of Base Rent and Percentage Rent for each such period from the first day of the calendar month after such Ongoing Development Requirements are not satisfied through the last day of the calendar month in which all Ongoing Development Requirements are satisfied. ka.. (4) In the event of an Exclusive Right Inconsistency, Special Rent shall be payable as provided in Section 23.14(c). Section 5.04: PERCENTAGE RENT (a) Percentage Amount and Percentage Rent. As used in this Lease, the term "Percentage Amount"shall be the amount determined by multiplying the Gross Sales during a Rent Year by Fifteen Percent(15%). For each Rent Year during the Rent Tenn,TENANT shall pay as"Percentage Rent"the amount by which the Percentage Amount exceeds the Base Rent payable for such Rent Year;provided that if the Percentage Amount is equal to or less than Base Rent in any Rent Year,no Percentage Rent shall be payable for such Rent Year. (b) Gross Sales. c (1) Definitions.The phrase"Gross Sales"wherever used herein is defined to 2 mean the aggregate, less Applicable Exclusions and Deductions(defined below),of Box Office Receipts,Concessions Receipts,and Game Machine Receipts of the Theatre,which are defined as follows: d F (A) "Box Office Receipts," is defined to mean the aggregate amount � of the actual sale price of all tickets and other admissions to the Theatre after excluding m therefrom all federal, state and local admission, sales, value-added, excise, luxury and gross receipts taxes,and taxes of the same or similar nature,and any rebates to charitable organizations in connection with benefits sponsored by them (as adjusted in the manner provided in Section M 5.04(c) . N (B) "Concession Receipts" means the following which are obtained w per' from business done in, at or from the Theatre: (i) all proceeds received from the sale of all food J iV and drink sold from or on the Premises and of refreshments,unless sold from vending machines; q (ii) all proceeds received from the sale of records, books, magazines, toys or novelties sold in o connection with a particular presentation(except that if TENANT receives only a commission on such sales,only the commission shall be included);(iii)all proceeds received from the sale of video cassettes and video discs;(iv)all proceeds received from any vending machines(including without limitation those from which refreshments are sold), pay telephones, change machines ¢ and automated teller machines owned by TENANT or by any entity which is a subsidiary, w affiliate or parent of TENANT, after excluding all royalty fees, if applicable; (v) all proceeds (whether designated as commissions or otherwise designated) received by TENANT from r vending machines, pay telephones, change machines and automated teller machines, which are not owned by TENANT or any entity which is a subsidiary, affiliate or parent of TENANT, after deducting from the gross receipts therefrom all amounts provided by TENANT to the c Or owners of such vending machines, pay telephones, change machines and automated teller machines as royalties or otherwise; and (vi) all proceeds received by TENANT from all other y9 business done in,at or from the Theatre except the business covered by subsections(A)and (C) ¢ hereof;and (C) "Game Machine Receipts," means the following which are obtained from business done in, at or from the Theatre: (i) all proceeds from any mechanical, electronic,video or token operated amusement,entertainment or game machine or device owned by TENANT or by any subsidiary, affiliate or parent of TENANT; and (ii) the proceeds received as commissions or otherwise by TENANT from any mechanical, electronic, video or token operated amusement, entertainment or game machine or device which is not owned by TENANT or by a subsidiary,affiliate or parent of TENANT. (2) Applicable Exclusions or Deductions. The following "Applicable Exclusions and Deductions"shall be omitted,deducted or excluded from Box Office Receipts, (� Concession Receipts,Game Machine Receipts and Gross Sales: `., (A) all federal, state and local admission, sales, value-added, excise, a9weF1LES\2709DW43V.5(�10-26-1p.d.e 5.3 Packet Pg.180 MW luxury and gross receipts taxes,and taxes of the same or similar nature; (B) rebates to charitable organizations in connection with benefits sponsored for them; (C) license, concession, agency and royalty fees, which are paid to third persons,who are not an entity which is a subsidiary,affiliate or parent of TENANT; (D) discounts, allowances or cash or credit refunds made to customers in the ordinary course of business; (E) goods returned to sources or transferred to another store or warehouse owned or leased by or affiliated with TENANT when such return or transfer is not related to a sale of merchandise in the Theatre or is made solely for the convenient operation of TENANT's business; (F) sums and credits received in the settlement of claims for loss of or damage to food or merchandise; (G) interest, service or service carrying charges or other charges, however denominated, paid by customers for extension of credit on sales where those charges are not included in the ticket or merchandise sales price; (I-I) proceeds from sales of fixtures, equipment or property not in the " course of normal business;and °- (1) proceeds from sales to employees, to the extent the total amount N does not exceed two percent(2%)of all other Gross Sales for the applicable period. m w m (c) Payment TENANT shall pay all applicable Percentage Rent to LANDLORD for each and every Rent Year on or before the ninetieth(90th)day from and after the last day of such Rent Year. w (d) Reporting of Gross Sales. TENANT shall deliver to LANDLORD within ninety(90)days after the end of each Rent Year a complete statement(the"Annual Report"), certified by an officer of TENANT, showing in reasonable detail the amount of Gross Sales N during such Rent Year and the amount of Percentage Rent, if any,payable for such Rent Year. The Annual Report required by this subsection shall be delivered to LANDLORD at the notice J address of LANDLORD set forth on Page 1.1 of this Lease or to such other person or to such m other place as may be designated from time to time by written notice from LANDLORD to TENANT. u 0 v (e) Records and Review. g a (1) TENANT shall keep at all times during the Rent Term,at the Premises or w" at the home or regional office of TENANT,materially complete and accurate books of account and records in accordance with accepted accounting principles of all Gross Sales for each Rent H Year for no less than the period of three Rent Years(or equivalent period at the end of the Rent Term) following the end of such applicable Rent Year, or for such reasonable longer period, if during such period of three Rent Years (or equivalent period) TENANT is provided written notice of LANDLORD's intention to conduct a review of such books and records, until such = U review is completed. ^• a (2) LANDLORD may at any reasonable time,upon no less than fourteen(14) days' prior written notice to TENANT, cause a complete review to be made of TENANT's books and records of Gross Sales which TENANT is required to maintain pursuant to subsection (1)above. Such review may be performed only by LANDLORD's employees and personnel or by a qualified third party who is not paid a percentage of any recovery and whose compensation is not contingent on a finding that a recovery is due LANDLORD. All information obtained from such review shall remain strictly confidential and shall not be disclosed to any third party, without the prior written consent of TENANT in each instance, unless such disclosure is required by applicable law,or unless a dispute results in a lawsuit and disclosure is required as part of such lawsuit. (3) If a review pursuant to subsection (2) above reveals a deficiency in payment of Percentage Rent by TENANT, LANDLORD shall have the right to bill TENANT the amount of such deficiency in Percentage Rent, and, within thirty (30) consecutive days following receipt of such bill together with a copy of the review report, TENANT shall pay to a:\wern.ES\2707D`443\Lean-5 t. is-w-r lid. 5.4 9.D.a LANDLORD the amount of the deficiency and Late Payment Interest(defined in Section 5.061. If such review shall disclose that: (A)any Annual Report understates the total amount of Gross Sales during the reporting period of the Annual Report to the extent of three percent (3%) or more;or(B)TENANT has not kept complete books and records of Gross Sales,as required by subsection (1) above; then, in addition to billing TENANT the amount of such deficiency, LANDLORD shall have the right to bill TENANT the reasonable cost of said review, and, within thirty (30) consecutive days following receipt of such bill together with a copy of the review report,TENANT shall pay to LANDLORD the reasonable cost of such review. (4) If a review pursuant to subsection (2) above reveals that TENANT has paid more Percentage Rent than TENANT was obligated to pay pursuant to this Lease, upon LANDLORD's receipt of notice thereof from the reviewing party, the amount of such overpayment by TENANT shall be applied to the next payment of Base Rent,together with Late Payment Interest for the period from the date such amount was paid to LANDLORD until the date such amount is deducted from Base Rent. (5) In addition to the books and records of Gross Sales provided in this Section 5.04. TENANT shall also, upon reasonable request of LANDLORD (hut nn more '^ c often than annually), provide to LANDLORD ORD a copy of TENANT's corporate annual °- u report, to he maintained in accordance with Generally Accented Accounting_Principles N LGAAPI c A r v Section 5.05: RENT PAYABLE TO AND WHERE T J All installments of Rent payable by TENANT under this Lease shall be paid when due without prior demand therefor(unless such prior demand is expressly provided for in this Lease), and shall be paid by TENANT to LANDLORD at the address of LANDLORD set forth as its rent payment address on Page 1.1 of this Lease, or to such other payee at such other address as may be designated from time to time by written notice from LANDLORD to TENANT. — N Section 5.06: LATE PAYMENT INTEREST N A a Any Rent amount, which is not paid by TENANT to LANDLORD within ten (10) J calendar days after it is due, thereafter shall bear interest at the Prune Rate per annum as o published in the Wall Street Journal under the heading of"Money Rates"plus two percent(2%) per annum or if such interest rate is deemed unlawful because it exceeds the highest rate permitted under the laws of the state the Premises is located in,then the highest rate permitted ) under the laws of the state the Premises is located in, for the period from such tenth(10th)day a until such amount is paid (the "Late Payment Interest"). Late Payment Interest shall not be w applicable to any period to which interest at the Default Rate (defined in Section 16.041 is applicable. N E E r u a Q F SAWPFILES\2707D1443\10 5(.s 10-2611).d. 5.5 Packet Pg.162 ARTICLE 6: TAXES AND ASSESSMENTS Section 6.01: LANDLORD'S TAXES LANDLORD shall be solely responsible for payment before delinquency of all ad valorem real estate taxes and assessments applicable to the Center, including the Premises, throughout the Rent Term(the"Taxes"). TENANT shall have no obligation to pay or reimburse any portion of such Taxes. LANDLORD shall also be responsible for payment before delinquency of all taxes and assessments not required of TENANT pursuant to Section 6.02, including without limitation all income, franchise, excise, gift, estate, inheritance, sales, use, succession, capital gains, transfer, gross receipts and rental receipts taxes applicable to LANDLORD or the Center. LANDLORD shall also pay any impact, development and other governmental fee, special assessment and charge for the development, including without limitation any such fee, assessment or charge imposed in connection with or related to the utilities provided for the Theatre, such as any utility line costs, transformer costs and tap or capacity fees with respect to the utilities for the Theatre. 'm c Section 6.02: TENANT'S TAXES U A TENANT shall pay before delinquency to the taxing authority any and all taxes, A assessments, impositions, excises, fees and other charges levied, assessed or imposed upon E TENANT by a governmental authority having the jurisdiction to do so on TENANT's business N operation or on TENANT's Property. A a o: M V! W s q a J N OI d U U O Q x W N C E E L U N Q s:(ween.es\xrarDwasv<. 5(..10-2&1 1).d« 6.1 Packet Pg.183 ARTICLE 7: UTILITIES AND SERVICES Section 7.01: UTILITIES The Theatre shall be separately metered to enable TENANT to be billed directly by each appropriate utility provider based on use or consumption,as measured by such meters,for utility services throughout the Rent Term.LANDLORD shall be solely responsible for the payment of any and all taxes,charges and fees imposed with respect to the installation of,or connection to, utility systems,including,without limitation,any tap fees and any taxes,charges and fees based on the impact of the development of the Theatre or the Center on utility services.LANDLORD shall ensure that throughout the Rent Tern, such utilities shall deliver, at a minimum, the strength, capacity, volume, pressure, voltage and size required to service the Theatre at full capacity,as specified on the MEP drawings that are part of the Approved Plans. Section 7.02: CHARGES FOR UTILITY SERVICES Commencing on the Rent Commencement Date and thereafter throughout the Rent Term, TENANT shall pay without delinquency to the utility provider all charges for TENANT's use or c consumption of sanitary sewer, gas, electricity, water, telephone utility services and any other o utility services exclusively serving the Theatre. Prior to the Rent Commencement Date, m LANDLORD shall pay without delinquency to the utility provider all charges for use or c consumption of sanitary sewer, gas, electricity, water, telephone utility services and any other F utility services. N w d Section 7.03: TRASH AND GARBAGE REMOVAL J m a, As part of the Theatre Site Work, an exclusive pad or structure for the housing of X TENANT's trash compactor,with sufficient overhead room to enable easy access for removal of trash,and with electric,water and sewer utility services extended and connected thereto,shall be constructed at a location proximate to the Theatre. Throughout the Rent Term, the trash and garbage generated at the Theatre shall be deposited by TENANT into the trash compactor m supplied by TENANT and housed on the pad or in the structure,which trash compactor shall be m available exclusively to TENANT. Trash and garbage shall be removed therefrom,hauled away and disposed of pursuant to a service obtained by TENANT,and TENANT shall be responsible for keeping the trash compactor pad or structure area clean and neat, and preventing accumulations of debris,refuse,or garbage outside of the trash compactor.Within the Premises, o TENANT shall keep debris, refuse and garbage in containers shielded from the view of the general public,until removed and deposited in the trash depositor compactor. E X Section 7.04: PARKING AREA LIGHTING Throughout the Rent Tern,LANDLORD shall provide(or ensure that such is provided) '1 as part of the CAM Obligation(defined in Section 9.02)appropriate and adequate lighting of all of the automobile parking areas of the Parking Retention Areas (defined in Section 1.07(a)) and o of all other Common Areas. Lighting in the Parking Retention Areas and the walkways and t driveways serving the Parking Retention Areas and the Theatre shall be kept turned on until at least one(1)hour after completion of the showing of the last motion picture in the Theatre each a night. LANDLORD has assured TENANT that applicable governmental requirements do not require that such lighting be ended before 2 A.M.each night.LANDLORD shall ensure that the lighting of the Parking Retention Areas shall at all times meet a standard of no less than three(3) foot candle minimum and that the lighting around the exterior of the Theatre shall at all times meet a standard of no less than five (5) foot candle minimum, which standards as to the Parking Retention Areas and exterior of the Theatre are acknowledged by TENANT to be appropriate and adequate. SAWFn.ES\27070W43\isex5(w sra2&r q.duc 7.1 Packet Pg.184 ARTICLE 8: USE OF PREMISES Section 8.01: USE AND TRADE NAME (a) The"Permitted Use"means that the TENANT shall use the Premises solely for the operation of a first-class motion picture theatre,including the following: the operation of a video arcade with game machines for theatre patrons; the sale of popcom, drinks, candy, specialty cafe items,and other foods and beverages sold in motion picture theatres;the sale and rental to theatre patrons of retail items, such as video cassettes, video discs, records, compact discs,dvds,books,magazines,toys and novelties; the making available of facilities and devices to finther the operation of the Premises,including,without limitation,satellite dish transmission and reception facilities, telecommunications facilities and services, change machines, vending machines,automated teller machines and automated ticketing machines;depiction of advertising; meeting rooms; style shows, ehufeh OOes (including ,.,unh sen,iees); childcare services; live performances;presentations of concerts, sporting events, and simulcast events via satellite,hard lines and recorded transmissions; and sit-down restaurant or caf6 use including, in accordance with applicable law,the sale of alcoholic beverages. The Permitted Use shall include such other components as may become appropriate due to changes in the circumstances of the motion j picture theatre business. The Permitted Use is further subject to the provision that the Theatre shall not be used for display,presentation or advertisement of"Y'rated or pornographic movies or presentations. N A v (b) LANDLORD covenants that throughout the Rent Term, the Permitted Use may J n be conducted at the Premises.Any use of the Premises other than for the Permitted Use shall be v subject to the prior written consent of LANDLORD,with LANDLORD's consent to be in the sole and absolute discretion of LANDLORD while the Covenant to Continuously Operate (defined in Section 8.07(b)) is applicable, and with LANDLORD's consent not to be unreasonably withheld, delayed or conditioned while the Covenant to Continuously Operate is not applicable. v - m m lam, (c) TENANT shall operate in the Premises under the trade name `Theater Square", "Regal Cinemas","Edwards Theatres",or another trade name incorporating the word"Regal"or "Edwards",or another trade name selected by TENANT used for theatres owned and operated rc by TENANT in Southern California. o V (d) Subject to compliance with the Permitted Use,TENANT shall have the sole right to select the motion pictures and other attractions exhibited in the Theatre, and LANDLORD w shall have no expressed or implied right of censorship over any motion pictures or other attractions exhibited in the Theatre. N (e) TENANT shall have the right to install,operate,maintain and repair poster cases, signs, automated ticket machines (which may include cash dispensing capabilities) on the d exterior walls of the Premises and in the Common Areas adjacent to the box office area and r public entranceway of the Premises. A a Section 8.02: HOURS The hours and days of operation of the motion picture theatre business at the Premises shall be consistent with the hours that are reasonable and customary for motion picture theatre operations at the location of the Premises. TENANT and LANDLORD hereby acknowledge and agree that motion picture theatre operations customarily commence later in the day and continue until later in the evening than ordinary retail operations, and TENANT shall be permitted to operate during such customary motion picture theatre hours. Section 8.03: OPERATIONAL REQUIREMENTS TENANT agrees that it will: (a) not, at the Premises, conduct or permit to be conducted any auction, fire, bankruptcy or going out of business sale,or similar type sale,or utilize any unethical method of business; provided, however, that this provision shall not restrict the absolute freedom (as SAW S\2707D443LL 5(w s 10-26.1lidm 8.1 between LANDLORD and TENANT)of TENANT to determine its own selling prices nor shall it preclude the conduct of periodic, seasonal promotional or clearance sales of the products which TENANT may sell pursuant to this Lease; (b) not use or permit the use of any apparatus for sound reproduction or transmission, including loudspeakers, phonographs, radios, televisions, and musical instruments, in such manner that the sounds so reproduced, transmitted or produced shall be unreasonably audible beyond the Premises; (c) not cause or permit unreasonably strong,offensive or objectionable sound,sights, odors,fumes,dust or vapor to emanate or be dispelled from the Theatre,and will use the grease traps and ventilation systems installed as part of Landlord's Work; (d) comply with all applicable federal, state and local environmental and other laws, rules, regulations, and guidelines, with respect to the use or occupancy of the Premises by TENANT; (e) not use or permit the use of any portion of the Premises for any unlawful purpose; E 0 (f) provide, or cause to be provided all security within the Theatre as TENANT y determines to be appropriate;and (g) conduct motion picture theatre operations with a full staff of employees and a complete stock of merchandise and other goods consistent with the use of the Theatre. A s Section 8.04: ALTERATIONS Throughout the Rent Tern, TENANT shall have the right, from time to time, at n TENANT's expense,to make interior,nonstructural alterations and to remodel the interior of the Theatre, including without limitation any changes appropriate to provide in some or all y auditoriums Regal Premium Experience (RPX), IMAX, or both. Once commenced, TENANT m shall diligently pursue completion of any remodeling or alterations. TENANT shall be 00 responsible for performance of any remodeling or alterations in a good and workmanlike o manner,maintaining the Premises as a first class theatre operation in the context of the Center. d TENANT shall not permit any mechanic's or materialman's lien to attach against the Premises as a consequence of any alterations or remodeling by TENANT.TENANT shall not enlarge the Theatre, make structural changes, or make alterations to the exterior of the Theatre without the E prior written consent of LANDLORD. ¢ x w Section 8.05: SATELLITE DISHES N One or more satellite dishes will be installed on the roof of the Theatre as part of Tenant's Work,and throughout the Rent Term,TENANT shall be permitted to maintain,repair and operate such satellite dishes or any replacement or additional dishes in connection with the E operation of TENANT's business at the Theatre. Any damage to the roof caused by the t maintenance, repair, operation, replacement and installation of the satellite dishes shall be repaired by TENANT at TENANT's sole cost and expense. TENANT shall obtain any a necessary governmental permits for TENANT's satellite dishes, and shall refrain from any action which would void the roof warranty. Section 8.06: PROXIMATE SALES e>,ALThroughout the Rent Term and so long as TENANT is open and operating in the Premises for the Permitted Use,LANDLORD shall prohibit within the Common Areas and the Former Theatre Space (each defined in Section 1.031 the sale or distribution for--off-premises eenstimptien of papeom, candy-iee ereaffl,take out pizzas,soft dFiplis,sinidwishes or an),othe food of beverage item routinely sold at matien pietum theatfe eaneession stands, whpthff gush otherwiseof any popcorn (the"Popcorn Restriction'). The Popcorn Restriction shall apply at all times during the Rent Term_without exception. b) Throughout the Rent Term and so long as TENANT is open and operating in the Premises for the Permitted Use.LANDLORD shall prohibit within the Common Areas S:\WPFILESU709D\4 3\ ..-5(w.s 10-26-11).d.a 8.2 Packet Pg.ta6 9.D.a and the Former Theatre Space the sale or distribution of all candy,soft drinks,ice-cream, yogurt. Pizza. hambureers or hot dogs (the "Concession Items Restriction'j Notwithstanding the Prior sentence.the Concession Items Restriction shall not apply to the following businesses operating within a Permanent tenant space: a sit-down restaurant defined as any food establishment offering at least twenty-five (25) seats for customers. such as Five Guy's Burgers and Fries: Provided, however. that TENANT's prior-written approval(not to be unreasonably withheld or delayed,with such approval deemed grante by TENANT if TENANT does not respond within fifteen(15)days after TENANT's receipt of a written request by LANDLORD)shall he required for any first generation-restaurant that is not one of the following: (i)part of a national or regional chain of restaurants that that operates at least twenty-five (25) units. (ii) a gourmet chocolatie4 such as Godiva. See's or Teuscher. (iii) a national or regional coffee store, such as Starbucks, or tivl a specialty ice cream or yogurt store,s. h as Cold Stone Cr am rv. O All pushcarts, kiosks, vending machines or any other t muorary str Uct ure or devices, other than those operated by TENANT,shall be prohibited by LANDLORD in the Common Areas Proximate to the front face of the Premises,including but Rid limited to he plaza area in front of the Premises. Any pushcarts,kiosks,vending machines or other '^ c temporary structures or devices located in areas permitted by this Section 8.06 shall at all 2 times during the Rent Term he subject to the Popcorn Restriction and the Concession m N Items Restriction. m Section 8.07: OPENING AND CONTINUOUS OPERATION R m J (a) Upon completion of Landlord's Work and Tenant's Work,receipt of final use and occupancy permits for the Theatre, and satisfaction of the Initial Development Requirements, Ongoing Development Requirements and the Title Contingency, TENANT shall open its business in the Premises consistent with the Permitted Use. (b) "Permitted Closings" means any period of reasonable duration during which N TENANT is unable reasonably to conduct business at the Premises,due to any of the following: N the making of alterations (as provided in Section 8.04); damage or destruction(as referenced in Section 12.01); performance by or on behalf of TENANT of any maintenance or repair which J prevents the Premises from being open to the public for business;performance by or on behalf of m LANDLORD of maintenance or repair which prevents the opening of the Premises for business M to the public; or any default under this Lease by LANDLORD. Except for Permitted Closings, u once TENANT has opened its business in the Premises TENANT shall continuously operate its o business in the Premises consistent with the Permitted Use,during the hours provided in Section a 8.02,throughout the fiffit:eei+14Rent Y-eansTerm(the"Covenant to Continuously Operate"), w provided that such Covenant to Continuously Operate shall expire upon any earlier termination of this Lease,including without limitation as provided in Section 4.04. N c d E s u m Q `1s.. sawrraes zr0rPwas�-s is ss 10-26a t).d« S.3 Packet Pg.187 ARTICLE 9: COMMON AREAS Section 9.01: USE OF COMMON AREAS TENANT and its customers,employees,patrons and invitees are authorized,empowered and privileged during the Rent Tenn to use on a non-exclusive basis all of the Common Areas for their respective intended purposes. TENANT acknowledges that the Common Areas also may be used on a non-exclusive basis by LANDLORD,the other occupants of Center,and their employees, patrons, customers and invitees (and as to the Mall Garage and CalTrans Garage, may be used by others).The rights of TENANT in and to the Common Areas as provided in this Lease shall at all times be deemed a material aspect of this Lease to TENANT. Section 9.02: CAM OBLIGATION (a) Throughout the Rent Term,LANDLORD agrees to maintain,operate,repair and replace, or cause to be maintained,operated,repaired and replaced,at LANDLORD's sole cost and expense (as between LANDLORD and TENANT), all of the Common Areas, including without limitation the Parking Retention Areas,in a good,orderly and safe condition and manner „ consistent with a fast class entertainment and retail center (the "CAM Obligation"). `o_ LANDLORD may cause any or all the CAM Obligation services for the Common Areas to be provided by an independent contractor or contractors or others.The rights of TENANT in and to the Common Areas shall at all times be deemed a material aspect of this Lease to TENANT. The CAM Obligation shall include,without limitation,the following: N m m (1) maintenance, repair and replacement of all of the storm water drainage, sanitary sewer facilities, water service, sprinkler system, irrigation systems, electrical systems, a gas distribution systems,lighting systems(including,poles,bulbs and fixtures),and other utility systems serving the Common Areas; n (2) operation of utility services for the Common Areas, including providing N electricity,water,sewer service and other utility services, „ (3) trash and garbage removal, snow and ice removal, pest control, litter control,painting,cleaning,and sweeping in the Common Areas; m a K (4) operation,maintenance,repair and replacement of all emergency,security, o life safety,fire alarm,fire extinguishment and burglar alarm systems serving the Common Areas; 0 a (5) operation, maintenance, repair and replacement of gazebos, fountains, art W features,sculptures,fencing and similar items located within the Common Areas,if any; (6) plantin g, replanting, replacing, P runin g, trimming, fertilizin g, irrigating, 8, mulching and managing of all flowers,shrubbery,plants,trees and other landscaping within the Common Areas; v E z (7) providing security within the Common Areas(including without limitation the Parking Retention Areas) as LANDLORD deems reasonably necessary for a first class a entertainment and retail center, including providing visible security personnel patrolling in the open-air areas until the Theatre is closed each night; (8) re-paving,re-striping and cleaning of the paved parking areas; (9) repairing and cleaning of sidewalks; (10) prevention, control and re-mediation of any mold or other form of contamination; (11) controlling rodents and other pests; y (12) prevention and removal of graffiti; (13) operation,maintenance,repair and replacement of the structure which will contain the trash compactor used by TENANT; SAWPFMES\27071)k443U.nso-5(coma 10-26-I1).d. 9.1 Packet Pg.168 _ (14) operation,maintenance,repair and replacement of all stairways,elevators, escalators and other means of vertical transportation in the Common Areas; (15) operation,maintenance,repair and replacement of the lighting systems for the Common Areas; (16) taking reasonable lawful steps to prevent loitering, the presence of intoxicated persons,persons engaged in criminal activities,and nuisances;and (17) maintaining all risk property, commercial general liability, and environmental insurance coverage on the Common Areas,with reasonably appropriate coverage amounts;and (18) payment before delinquency of all Taxes(defined in Section 6.01)on the Common Areas or the Premises. (b) In no event shall TENANT be obligated to pay any charge,reimbursement or fee for TENANT's use of the Common Areas or the CAM Obligation performed by LANDLORD. °- u n N (c) Upon written request by TENANT (which request shall not be made more than once per Calendar Year), LANDLORD shall provide to TENANT a copy of the LANDLORD's budget for the CAM Obligation,and TENANT shall have the right to comment on and make reasonable suggestions about the budget (though LANDLORD shall not be obligated to take any action or make any changes based on TENANT's suggestions). v m e M N N N N N J i ✓T d U O U 0 Q x W N C E E s U T Q SAWFn.ES\270ID443V.eese-5(wins 10-26.1 p.doc 9.2 Packet Pg.189 ARTICLE 10: PROMOTION OF THEATRE Section 10.01: PROMOTION OF THEATRE LANDLORD and TENANT agree that any expenditure for advertising TENANT's operation of the Theatre shall be in an amount which TENANT, within its sole discretion, decides is in the best interest of the business of TENANT. TENANT shall not be required to join, become a member of, or pay any fees or dues to any merchants' association or other organization created for similar purposes,and TENANT shall not be required to participate in or contribute to any promotional, advertising or similar program. TENANT shall actively market and promote its business at the Theatre,but nothing shall obligate or require TENANT to market the Theatre in any specific medium. w c 0 n _N N F a w n v J m Ot d (r M M N N w A N J A N K U D U O Q W N E E L u A Q SAS FILES\2707I)1443U. 5lea 10-26-1 p.d« 10.1 Packet Pg.190 ARTICLE 11: INDEMNITY AND INSURANCE Section 11.01: TENANT'S INSURANCE (a) TENANT covenants and agrees that doting the Rent Tenn from and after the Rent Commencement Date, TENANT will carry and maintain, at TENANT's sole cost and expense, the following types of insurance coverage, in the amounts specified and in the form hereinafter provided for. (1) Commercial general liability insurance covering TENANT's use of the Premises against claims for personal injury, bodily injury, death and property damage with protection to the limit of not less than Two Million Dollars($2,000,000.00)per occurrence and in the aggregate,with such coverage written on a per location basis; (2) Property insurance covering Tenant's Property(defined in Section 14.01), in an amount not less than full replacement cost, providing special, earthquake, and flood protection, including, but not limited to, protection against the perils of fire, vandalism, malicious mischief,earthquake,storm and flood subject to the provision that TENANT may self insure with respect to such property insurance coverage on Tenant's Property, if at all times 2 during the period of such self insurance by TENANT,TENANT has a net worth as determined A pursuant to generally accepted accounting principles of no less that Twenty Million Dollars ($20,000,000.00);and r d N (3) In the event that TENANT serves alcoholic beverages within the Premises,liquor liability insurance providing coverage for LANDLORD and TENANT. A w (b) Any insurance provided for in Section 11.01(a)maybe maintained by means of a policy or policies of blanket insurance,covering additional items,locations or insured persons or n parties,provided that the requirements of Section 11.01(a)are thereby satisfied. rc (c) All policies of insurance provided for in Section 11.01(a) shall be issued by insurance companies with a Best's Rating of not less than B+ and a Best's Financial w Performance Rating of not less than VII as rated in the most current available AM Best � Company Key Rating Guide and qualified to do business in the state in which the Premises is d located. Notwithstanding the foregoing criteria for TENANT's insurance provider, LANDLORD agrees that any insurance company providing coverage for a majority of o TENANT's properties shall be qualified to provide the insurance required under this Lease. o a (d) Each and every policy of insurance provided for in Section 11.OU shall: w (1) (or a certificate thereof shall) be delivered to LANDLORD within thirty H (30)days after the Rent Commencement Date and thereafter within thirty(30)days after renewal or replacement; c v (2) contain a provision that the insurer will give to LANDLORD at least s thirty(30) days notice in writing in advance of any material change, cancellation, termination, lapse,or reduction in the amounts of insurance coverage; a (3) be written as a primary policy which does not contribute to and is not in excess of coverage which LANDLORD may carry;and (4) name LANDLORD and LANDLORD's mortgagee (if identified to TENANT by LANDLORD)as additional insured parties and additional loss payees. Section 11.02: INDEMNITY (a) TENANT does hereby agree to and shall defend, indemnify and save harmless LANDLORD, LANDLORD's members, partners, officers, directors, shareholders, agents and employees (as the case may be) from all claims, actions, demands, obligations, costs, expenses and liability whatsoever,including reasonable attomeys' fees,on account of any claim,demand, obligation, damage or liability(i) arising within the Premises, or(ii)occasioned in whole or in part by and act or omission of TENANT,its agents,contractors,servants,employees or invitees, during the performance of Tenant's Work. This defense, indemnification and save harmless S1WPP S\27071)\443\meavo-5(coma 10-26-11).d. 11.1 MM undertaking by TENANT shall not include,and TENANT shall not be liable for damage,injury, or the defense of any claims occasioned by the willful act or negligence of LANDLORD,which is the cause of any such damage or injury,to the extent that such damage or injury is not covered by insurance maintained by TENANT. (b) LANDLORD does hereby agree to and shall defend, indemnify and save harmless TENANT,TENANT's members,partners,officers,directors,shareholders,agents and employees(as the case may be) from all claims, actions, demands, obligations, costs, expenses and liability whatsoever,including reasonable attorneys' fees,on account of any claim,demand, obligation,damage or liability(i)arising from any occurrence in or about the Center or Parking Retention Areas but outside the Premises, including the Common Areas, or (ii) occasioned in whole or in part by any act or omission of LANDLORD, its agents, contractors, servants, employees or invitees, during the performance of Landlord's Work. This defense, indemnification and save harmless undertaking by LANDLORD shall not include, and LANDLORD shall not be liable for damage,injury or the defense of any claims occasioned by the willful act or negligence of the TENANT,which is the cause of any such damage or injury, to the extent that such damage or injury is not covered by insurance maintained by LANDLORD. 0 Section 11.03: MUTUAL WAIVERS N c A LANDLORD and TENANT hereby waive any rights each may have against the other on account of any loss or damage occasioned to LANDLORD or TENANT, as the case may be, A their respective property, the Premises or other portions of the Center, arising from any risk covered by fire and extended coverage insurance, and to the extent of recovery under valid and A collectible policies of such insurance,provided that such waiver does not invalidate such policies or prohibit recovery thereunder. The parties hereto each,on behalf of their respective insurance companies insuring the property of either LANDLORD or TENANT against any such loss, waive any right of subrogation that such insurers may have against LANDLORD or TENANT, as the case may be. The waivers and releases set forth herein are given on behalf of the waiving y party and its successors and assigns and its insurers and these waivers shall remain in force so m long as the insuring parties insurer shall consent thereto without additional premiums; and if S „ additional premiums are charged then the party requesting the waiver and release shall have the 'm option to pay the same to keep this waiver in force. The foregoing mutual waivers are given in u consideration of each other and the termination or suspension of one shall with like effect terminate or suspend the other waiver. 0 Section 11.04: LANDLORD'S INSURANCE a x w (a) LANDLORD covenants and agrees that from and after the Rent Commencement Date,LANDLORD will carry and maintain,at its sole cost and expense,the following types of q insurance,in the amounts specified and in the form hereinafter provided for: (1) Commercial general liability insurance, with TENANT named as an m additional insured and additional loss payee, covering the Common Areas, against claims for r personal injury,bodily injury,death and property damage with protection to the limit of not less than Two Million Dollars ($2,000,000.00) per occurrence and in the aggregate for personal injury,bodily injury,death or property damage; (2) Property insurance covering all improvements of the Common Areas other than the CalTrans Garage, in an amount of not less than full replacement cost,providing special, earthquake, and flood protection, including, but not limited to, protection against the perils of fire,vandalism,malicious mischief,earthquake,storm and flood;and (3) Property insurance covering the Theatre,in an amount of not less than full replacement cost,providing special, earthquake, and flood protection,including,but not limited to, protection against the perils of fire, vandalism, malicious mischief, earthquake, storm and flood. (b) Any insurance provided for in Section 11.04 may be maintained by means of a policy or policies of blanket insurance,covering additional items,locations or insured persons or parties,provided that the requirements of Section 11.04 are thereby satisfied. SAWPFIES\270711W43\Ceeu5(.m 10-26-11).d. 11.2 MM _ (c) All policies of insurance provided for in Section 11.04 shall be issued by insurance companies with a Best's Rating of not less than B+ and a Best's Financial dam„ Performance Rating of not less than VII as rated in the most current available A.M. Best Company Key Rating Guide and qualified to do business in the state in which the Premises is located. (d) Each and every policy of insurance provided for in Section 11.04(a)shall: (1) (or a certificate thereof shall)be delivered to TENANT within thirty(30) days after the Rent Commencement Date and thereafter within thirty(30)days after renewal or _ replacement; (2) contain a provision that the insurer will give to TENANT at least thirty (30)days notice in writing in advance of any material change,cancellation,termination,lapse,or reduction in the amounts of insurance coverage; (3) be written as a primary policy which does not contribute to and is not in excess of coverage which TENANT may carry;and °- u m (4) name TENANT and TENANT's mortgagee (if identified to LANDLORD by TENANT)as additional insured parties and additional loss payees. v N d J N m N m b M N u m v J N m N U O U 0 Q x W N C E E r u N Q SAWFHXS\270M 43\L.5 I0-26-11).d.. 11.3 Packet Pg.193 ARTICLE 12: DAMAGE OR DESTRUCTION Section 12.01: DUTY TO RECONSTRUCT FOLLOWING CASUALTY v'r (a) In the event the Theatre is damaged or destroyed by any of the perils referred to in Section 11.04(a)(3)against which LANDLORD is required to procure insurance, following the issuance of all necessary governmental approvals and building permits and the release by the insurance provider of the proceeds from the insurance with respect to such damage or destruction, unless this Lease is terminated pursuant to Section 12.03 or otherwise terminated, LANDLORD shall repair or reconstruct the Theatre. LANDLORD shall prosecute all such work diligently to completion, and LANDLORD diligently shall pursue completion of such reconstruction work within one year or less following the occurrence of the casualty. If the governmental approvals and building permits are issued and the insurance proceeds are made available to LANDLORD, LANDLORD shall commence such repair or reconstruction within ninety(90) days after the occurrence of the casualty. The repair or reconstruction shall be in conformity with the original construction plans for the Theatre as modified and supplemented by the Approved Plans, and any deviations therefrom shall be subject to the prior approval of both LANDLORD and TENANT, which may be withheld in the sole discretion of each party. The repair or reconstruction shall be conducted in compliance with all applicable governmental 4 requirements and in a good and workmanlike manner. Section 3.09 concerning mechanic's liens and Section 3.10 concerning insurance during construction shall be applicable to such repair or A reconstruction. a N (b) In the event all or any portion of the Common Areas (other than the CalTrans Garage) is damaged or destroyed by any of the perils referred to in Section 11.04(a)(2) against which LANDLORD is required to procure insurance, following the issuance of all necessary governmental approvals and building permits and the release by the insurance provider of the proceeds from the insurance with respect to such damage or destruction, unless this Lease is M terminated pursuant to Section 12.03 or otherwise terminated, LANDLORD shall repair or reconstruct the Common Areas. LANDLORD shall prosecute all such work diligently to N completion, and LANDLORD diligently shall pursue completion of such reconstruction work y within one year or less following the occurrence of the casualty. If the governmental approvals m and building permits are issued and the insurance proceeds are made available to LANDLORD, LANDLORD shall commence such repair or reconstruction within ninety (90) days after the d occurrence of the casualty. The repair or reconstruction shall be conducted in compliance with all applicable governmental requirements and in a good and workmanlike manner. Section 3.09 L) concerning mechanic's liens and Section 3.10 concerning insurance during construction shall be o applicable to such repair or reconstruction. a K W Section 12.02: DUTY TO REPAIR OR REPLACE EQUIPMENT If any of Tenant's Property which TENANT is required to insure pursuant to Section 11.01(a)(2) is damaged or destroyed by any of the other perils referred to therein, unless this Lease is terminated pursuant to Section 12.03 or otherwise terminated,TENANT shall repair or d replace such damaged or destroyed items to at least substantially the same condition in which i they were prior to such damage or destruction. TENANT shall pursue completion of all such work within one hundred twenty(120)days after completion of any restoration of the Premises C by LANDLORD. Section 3.09 concerning mechanic's liens and Section 3.10 concerning insurance during construction shall be applicable to such repair or reconstruction. Section 12.03: RIGHT TO TERMINATE (a) Each of LANDLORD and TENANT shall have the option to terminate this Lease upon giving written notice to the other party of the exercise thereof within sixty(60)days after the Theatre is materially damaged or destroyed if (1) the Theatre is materially damaged or destroyed to the extent that the Theatre reasonably cannot be operated as a result of any peril which is not covered by insurance which LANDLORD is obligated to procure pursuant to Section 11.01(a)(3).provided that either TENANT or LANDLORD may negate any such termination by agreeing to pay all repair or reconstruction costs therefor;or, S:WFUES\2707DW43\Levu-5(come 10-26.11).dw 12.1 MW (2) any material damage to or destruction of the Theatre occurs within the last three (3) Rent Years of the Rent Term, if the reasonably estimated cost of repair and ( reconstruction is twenty-five percent(25%)or a greater percentage of the reasonably estimated cost to reconstruct the Theatre in its entirety. (b) Unless this Lease is terminated as provided in subsection (a) above, this Lease shall continue in full force and effect, LANDLORD shall perform all of its obligations under Section 12.01 and TENANT shall perform all of its obligations under Section 12.02. (c) Upon any termination of this Lease under any of the provisions of this Section 12_03,the Rent shall be adjusted as of the date of such termination and the Lease shall terminate as if such date were the natural expiration date of the Rent Term coincident with the surrender of possession of the Premises to the LANDLORD,except for items which have theretofore accrued and are then unpaid;and the insurance proceeds paid on account of damage to the Theatre shall be distributed to LANDLORD, while all insurance proceeds paid on account of damage to Tenant's Property shall be distributed to TENANT. Section 12.04: ABATEMENT OF RENT 0 If the Theatre is rendered wholly or partially unfit for carrying on TENANT's business N by damage or destruction covered by this Article 12,then the Rent payable by TENANT under this Lease during the period that the Theatre is so rendered unfit shall be equitably abated or r reduced in direct proportion to the percentage of the GLA of the Premises which is rendered unfit for that period,and the accrual and payment of Rent,which was abated or reduced,shall be resumed upon completion of such repair or reconstruction and such reopening, for the period w from and after completion of repair or reconstruction as provided in Section 12.01 and in Section 12_02 of this Lease and the reopening of the full Premises for business by TENANT. eo M N d m J A m 1 U O U O Q X W N a E L u m Q C S:\WPFH.ES\2707D`443\L.-5(coma 10-26-1 lid. 12.2 Packet Pg.195 °S ARTICLE 13: MAINTENANCE OF THE THEATRE Section 13.01: LANDLORD'S MAINTENANCE DUTY (a) From and after the Delivery Date and throughout the Rent Tenn, in addition to maintenance and repair of the Common Areas, LANDLORD shall, or shall cause others to, maintain and repair (with replacements as necessary) in a good, first class condition, in compliance with all applicable governmental requirements, and at the sole cost and expense of LANDLORD, but at no expense to TENANT, all structural components of the Theatre, including without limitation the following: roof and roofing(including roof membrane);exterior walls,including painting and exterior lights on the Theatre(except the Building Signs and lights that are part of the Building Signs); the site for the Theatre, and all related site amenities; the 14VAC system serving the Theatre, including to all HVAC units located on the ground or the Theatre's roof and all ductwork and thermostats that are a part of the HVAC system; all plumbing and utility(including gas, electrical, water, sanitary sewer and storm drainage) lines, conduits and facilities serving the Theatre other than minor maintenance and repair which is TENANT's responsibility pursuant to this Lease;any vertical transpiration serving the Premises; and all other maintenance and repairs except such maintenance and repairs for which TENANT c is expressly responsible pursuant to this Lease. U F (b) With respect to LANDLORD's maintenance and repair obligation pursuant to Section 13.01(a), if: (i) any such repair is not completed within five(5) days after notice from r TENANT,or if such repair cannot reasonably be completed within such five(5)day period and R LANDLORD fails to commence prosecution of such repair within such five(5)day period and diligently and continuously prosecute the work to completion, and(ii) such disrepair either(A) E materially adversely affects TENANT's use of the Premises to conduct TENANT's business within the Premises, (B) constitutes a breach of LANDLORD's obligation of maintenance in a good, first class condition, or(C) results in material damage to either Tenant's Property or any portion of the Premises for which TENANT has the maintenance and repair responsibility ._ pursuant to Section 13.02,then TENANT may perform such repair and provide LANDLORD a w written statement of the reasonable costs incurred for performance of such repair(the"Self-help y Cost Statement"). However, if an emergency.results from any matter for which LANDLORD has the maintenance and repair obligation pursuant to Section 13.01(a), which emergency (i) adversely affects TENANT's use of the Premises to conduct TENANT's business within the d Premises or(ii)results(or has the reasonably expected potential to result)in material damage to X either Tenant's Property or any portion of the Premises for which TENANT has the maintenance o and repair responsibility pursuant to Section 13.02 or injury or death to any person, TENANT o shall have the right immediately upon Ah e occurrence of such emergency to prosecute any and all a such necessary repairs, and TENANT shall provide LANDLORD the Self-help Cost Statement w for such repairs as soon as reasonably practicable. In each instance of TENANT providing LANDLORD a Self-help Cost Statement,if within thirty(30)days after LANDLORD's receipt N of such Self-help Cost Statement,together with copies of contractors' and suppliers' invoices or other reasonable backup documentation, LANDLORD does not deliver to TENANT a full reimbursement of the reasonable costs incurred for performance of such repair, TENANT may E recover the full un-reimbursed amount of such reasonable costs plus interest at the Default Rate u (defined in Article 16) by offsetting the reasonable cost of such repairs plus the interest at the yR Default Rate against the next maturing monthly installment or installments of Rent due a hereunder,subject to the provision that the total amount which TENANT may offset each month shall be limited to the greater of: (i) twenty-five percent (25%) of the monthly installment of Base Rent or(ii)either(A)if the offset does not commence during the last two Rent Years of the Rent Term, one-twenty-fourth (1/24th) of the total of the un-reimbursed amount of such costs plus interest at the Default Rate or(B)if the off set commences within the last two Rent Years of the Rent Term,the amount per month resulting from the division of the un-reimbursed amount of such costs plus interest at the Default Rate by the number of months remaining during the Rent Term. Section 13.02: TENANT'S MAINTENANCE DUTY Throughout the Rent Term,TENANT shall,or shall cause others to,maintain and repair (with replacements as necessary), in good, first class condition, in compliance with applicable governmental requirements,and at the sole cost and expense of TENANT or the others,but at no expense to LANDLORD: interior, non-structural elements of the Theatre, including general cleaning within the Theatre and maintaining the cleanliness, glass and doors of the Theatre s:\WPrrLESU707 43LL ,5(.s 10-20-1 p.d« 13.1 Packet Pg.196 ffim storefront;Tenant's Equipment;Building Signs,including the lights that are part of the Building Signs; and minor maintenance and repair of plumbing (such as clearing stoppages in pipes that ( originate inside the Premises and can be cleared from within the Premises, and repair and �.. replacement of faucets within the Premises) and utility(such as repair and replacement of light fixtures, bulbs and ballasts within the Premises) pipes and lines located within the interior surface of the walls,ceilings and floors of the Theatre(but not between the interior and exterior walls,ceilings and floors). Section 13.03: RIGHT OF ACCESS TO THE PREMISES LANDLORD and its authorized representative, upon twenty-four (24) hours' prior notice to TENANT, may enter the Premises during usual business hours for the purpose of inspecting or making any repairs to the Premises or to any utilities,systems or equipment located in, above or under the Premises which LANDLORD may deem necessary or desirable to comply with all applicable governmental requirements,or to comply with any other obligations, that are LANDLORD's responsibility under this Lease; provided, however, that LANDLORD and its authorized representative may enter the Premises at any and all times as necessary or appropriate in the case of an emergency (which involves or reasonably is expected to involve damage to property or injury or death to any person)without the necessity of prior written notice 2 being provided to TENANT. y c n F u N N d J A m N d 1") N N N A a J T d V U O Q K W N C v E r u n Q 5:\WFILE5\2707D443\L..5(wma 10-26.1 lid. 13.2 Packet Pg.197 ARTICLE 14: TENANT'S PROPERTY AND SIGNS Section 14.01: TENANT'S PROPERTY. As used in this Lease,"Tenant's Property"means all of Tenant's Equipment(defined in Article 3 and any other signs, trade fixtures and personal property of TENANT which are located at the Premises. Upon the expiration of the Rent Term or the earlier termination of the Rent Tenn, all of Tenant's Property may be removed by and retained by TENANT (consistent with Section 21.01). Throughout the Rent Term, TENANT shall have the right from time to time to remove any or all of Tenant's Property and replace it as TENANT determines,in its sole discretion,to be appropriate. TENANT at its expense shall promptly repair and otherwise make good any damage occasioned to the Premises by reason of installation or removal of any of Tenant's Property by TENANT.Throughout the Rent Term,TENANT shall maintain and repair (replacing as necessary) all of Tenant's Property in first class condition at the sole cost and expense of TENANT. Section 14.02: TENANT'S SIGNS (a) TENANT shall have the right to install,maintain, repair, operate and replace, at TENANT's sole cost and expense, prominent signs on the exterior of the Theatre ("Building A Signs") at the locations shown on the Approved Plans. The design and format of the Building Signs shall be consistent with that typically used at motion picture theatres operated by r TENANT,including neon,iLight,fiber optic and up/down lighting. m a (b) TENANT shall be entitled to a panel on all directional and way-finding signs—� within the Center ("Wayfimding Signs"). LANDLORD shall maintain and repair such T Wayfinding Signs at its sole cost and expense. The Wayfinding Signs shall include prominent .. signs specific to TENANT that direct customers to the Parking Retention Areas and from the h Parking Retention Areas to the Theatre, such TENANT-specific Wayftnding Signs to be subject to TENANT's prior approval,not to be unreasonably withheld or delayed. N d (c) TENANT shall be entitled to install a panel on at least one monument sign and d �.... one pylon sign(together the"Center Signs")within the Center,with the monument sign located near the primary entrance to the Center and the pylon sign located so as to be visible from Interstate 215. The location of TENANT's panel on such Center Signs shall be determined by x the GLA of each Center tenant or occupant having a panel on such Center Signs,with the Center ❑ tenant or occupant having the largest GLA being entitled to the most prominent position on such 0 Center Signs,the Center tenant or occupant having the second largest GLA being entitled to the a second most prominent position on such Center Signs,and so forth. LANDLORD shall install, w" maintain, repair and replace the Center Signs at its sole cost and expense, and TENANT shall install,maintain,repair and replace its panel on such Center Signs at its sole cost and expense. N (d) TENANT shall obtain all necessary governmental and other approvals for the Building Signs as part of the Building Permits, and LANDLORD shall obtain all necessary 5 governmental and other approvals for the Wayfinding Signs and Center Signs as part of the r Development Approvals. a sAwrru.esm07i)443v.P 51.sro-2&rlid. 14.1 Packet Pg.198 Em ARTICLE 15: ASSIGNMENT AND SUBLETTING Section 15.01: ASSIGNMENT PERMITTED (a) Provided that an Event of Default(defined in Section 16.01)then is not in effect, TENANT(and/or TENANT's leasehold mortgagee if such leasehold mortgagee succeeds to the interest of TENANT in this Lease) may, without the prior specific consent of LANDLORD, such consent by LANDLORD being hereby given,assign TENANT's right,title and interest in this Lease to any individual or entity which by written instrument assumes all obligations of TENANT under this Lease and which satisfies one or more of the following criteria(as follows, collectively, the "Specified Assignment Criteria"): (1)wholly owns the corporation(or other _ entity) which is TENANT; (2) is wholly owned by the corporation (or other entity) which wholly owns the corporation (or other entity) which is TENANT; (3) operates movie theatres with a combined total number of auditoriums of no less than two hundred(200),with at least one hundred(100) of such auditoriums located in the State of California; or(4) in connection with the assignment of the Lease,is acquiring a majority of TENANT's movie theatres in the state in which the Premises is located. In the event that an assignee meets one of the Specified Assignment Criteria,upon such assignee's written agreement of assumption of all of TENANT's 7 obligations under this Lease,the assignor TENANT shall be relieved and discharged from any 4 further liability,obligations and duties under this Lease accruing subsequent to the effective date of such assignment or transfer. (b) Provided that an Event of Default(defined in Section 16.01)then is not in effect, and provided that the Permitted Use provision set forth in Section 8.01 continues to be applicable, TENANT may, without the prior consent of LANDLORD, sublet or assign TENANT's right, title and interest in this Lease to (1) any entity which is a subsidiary of the corporation which is TENANT and is wholly owned by TENANT;(2)any entity which has the power to direct TENANT's management and operation; or(3) any entity whose management and operation is controlled by TENANT or by a majority of TENANT's shareholders,partners, ._ joint venturers or equity owners, as the case may be, provided that TENANT continues to be w obligated under this Lease or TENANT executes a separate guaranty of the obligations under N this Lease. d J (c) Prior to entering into any transaction described in this Section 15.01. TENANT shall provide LANDLORD with written notice of such transaction no less than W twenty (20) days prior to the effective date of the transaction. Upon completion of any o transaction described in this Section 15.01. TENANT shall provide LANDLORD with 0 written documentation (such as a lease assignment instrument) that the transaction has Q been completed Nothing in this Section 15,01(c)shall be deemed to require LANDLORD'S r w consent or approval to any transaction described in Section 15.01. N Section 15.02: CONSENT REQUIRED (a) Except for those assignments, subleases or other transfers expressly allowed in E this Article 15 without LANDLORD's prior consent, TENANT shall not transfer, assign, c hypothecate or otherwise encumber this Lease or sublet or permit the Premises or any part thereof z to be used by others without the prior written consent of LANDLORD in each instance, which a consent may be granted or withheld in LANDLORD's sole discretion. Notwithstanding the foregoing,LANDLORD agrees not to unreasonably withhold,condition or delay its consent to an assignment of this Lease or a subletting of the entire Premises by the TENANT named herein, provided that: (1) At least thirty(30)days before the proposed effective date of the assignment or subletting LANDLORD receives for approval: (1) reasonably detailed information as to the character, reputation and business experience of the proposed assignee or subtenant, and (2) financial information on the proposed assignee or subtenant; (2) Within ten(10)days after the effective date of the assignment or subletting Landlord receives a fully executed copy of the applicable assignment agreement or sublease; (3) No Event of Default by TENANT exists at the time of the consent request and at the effective assignment or subletting date; SAW FILES12707M44M.-5(wins 10-26.11).d. 15.1 Packet Pg.199 (4) Any assignment or subletting will be upon and subject to all teams and conditions of this Lease,including those regarding the Permitted Use; (5) Any assignment must specifically state(and,if it does not,will be deemed to specifically state)that the assignee assumes and agrees to be bound by all terms and conditions of this Lease, and any sublease must specifically state (and, if it does not it will be deemed to specifically state)that at LANDLORD's election the subtenant will attom to LANDLORD and recognize LANDLORD as TENANT's successor under the sublease for the balance of the sublease term if this Lease is surrendered by TENANT or terminated by reason of an Event of Default;and (6) No assignment or subletting will be to a then existing tenant or occupant of the Center nor violate or conflict with the rights of any such patty. (b) Notwithstanding any such assignment or subletting under the terms of this Section 15_02, TENANT will not be released or discharged from this Lease unless, in connection with LANDLORD's consent to such assignment or sublease, LANDLORD specifically agrees to release TENANT from such continuing liability. 0 u Section 15.03: MERGER,CONSOLIDATION y (a) TENANT shall not be restricted in any way from merging or consolidating with any other corporation or entity,if such merger or consolidation is conducted in accordance with A applicable law, and the surviving corporation or entity of such merger or consolidation shall be the TENANT of this Lease. A m a, (b) No transfer of any ownership interest in the entity which is TENANT from one person or entity to another person or entity shall be limited or restricted in any way by any provision of this Lease, and TENANT shall continue being legally bound by this Lease after such ownership transfer,the same as if such ownership transfer had not occurred. N m (� (c) TENANT may, without the prior consent of LANDLORD, such consent by d LANDLORD being hereby given, assign or transfer its interest in this Lease to any entity in m which or with which TENANT,or its corporate successors or assigns,is merged or consolidated, u pursuant to applicable statutory provisions for merger or consolidation of corporations, so long as the liabilities under this Lease are assumed by the entity surviving such merger or created by such consolidation and so long as the surviving entity upon completion of such merger or 0 consolidation owns directly or indirectly all of the operating assets of TENANT. a x W (d) If TENANT or any subsequent assignee or successor of TENANT is a corporation, such TENANT may,without the prior consent of LANDLORD, such consent by & LANDLORD being hereby given,enter into or participate with a bona fide unrelated third party in one or more: (1)mergers,entity acquisitions,consolidations,or corporate reorganizations,(2) sales, exchanges, issuances or other transfers of its capital stock (including without limitation u any"going public"stock sale),(3)mortgages,pledges or hypothecations of its capital stock,or (4)tender offers,takeovers or similar transactions. z a Section 15.04: MORTGAGE OF LEASEHOLD (a) TENANT shall have the continuing right,once or more often,without obtaining LANDLORD's consent or approval, such consent and approval being hereby given, to mortgage, grant a deed of trust on, pledge or otherwise encumber TENANT's interest in this Lease, including TENANT's leasehold estate hereunder, and interest in Tenant's Property (defined in Section 14.011(any and all of which are referred to as a"Leasehold Mortgage,"the holder of such Leasehold Mortgage being herein referred to as a"Leasehold Mortgagee")to an institutional lender. (b) LANDLORD does hereby subordinate its LANDLORD's lien rights, if any, in Tenant's Property to the lien of such Leasehold Mortgagee. (c) The Leasehold Mortgagee or its assigns may enforce such Leasehold Mortgage and acquire TENANT's leasehold estate created under this Lease in any lawful way, and, 5:\WPFILE5\2707V443\lzee-5(coma 10-26-11).d. 15.2 Packet Pg.200 sm pending foreclosure of such Leasehold Mortgage,may,without further consent of LANDLORD, sell and assign TENANT's leasehold estate hereby created, subject, however, to the terms, covenants and conditions contained elsewhere in this Lease; provided that(1) any such sale or assignment is expressly made subject to all of the monetary and non-monetary terms,covenants and conditions of this Lease;-srtd(2)prior to any such sale or assignment there exists no uncured Event of Default (defined in Article 16 hereof); and43(31 the purchaser or transferee would otherwise be a person or entity that satisfies one or more of the Specified Assignment Criteria provided in Section 15.01(a);and(41 any permitted transferee shall assume in writing all of the monetary and non-monetary terms, covenants and conditions of this Lease. Notwithstanding the provisions of Article 16, an Event of Default shall not be deemed to exist solely by reason of Leasehold Mortgagee's enforcement of the Leasehold Mortgage in the manner provided in this paragraph. In the event the purchaser or transferee would not otherwise be a person or entity that satisfies one or more of the Specified Assignment Criteria provided in Section 15.01(a)..such purchaser or transferee shall be subject to ANDLORD's prior written consent as provided in Section 15.02. (d) If TENANT has encumbered TENANT's leasehold estate created under this Lease by a Leasehold Mortgage, and the Leasehold Mortgagee has given LANDLORD written c notice of the creation thereof (which notice also shall specify the address for notices, the -° telephone number,the facsimile number and the party or department to whom notices should be N given), then LANDLORD, at the same time as it gives notice of a default of this Lease to TENANT, shall, in addition, give the same notice to the Leasehold Mortgagee, and no such notice shall be deemed to have been given to TENANT unless and until a copy thereof shall have been so given to such Leasehold Mortgagee. Said Leasehold Mortgagee (its agents, receivers,trustee and anyone claiming under such Leasehold Mortgagee)upon the receipt of any rn such notice shall have the immediate right to remedy any default in the payment of money and any other default within the period allowed TENANT for rectification thereof and [his Lease shall remain in full force and effect during and throughout the period specified in this Section, and the rights and remedies provided LANDLORD under Article 16 shall not be exercisable by = LANDLORD after TENANT shall default or be deemed to have defaulted under this Lease w unless said Leasehold Mortgagee shall have failed to rectify the same during or within the aforesaid period of time allowed said Leasehold Mortgagee for rectification thereof as \✓' hereinabove set out;it being understood that(1)a default of this Lease which cannot be cured by A the payment of money shall be deemed to have been rectified within the period allowed said Leasehold Mortgagee by the terns hereof if rectification thereof and such correction thereafter shall be commenced within the period and thereafter prosecuted with reasonable diligence to in U completion during a cure period which is of the same length as the cure period provided g TENANT in this Lease,but with the cure period for Leasehold Mortgagee commencing upon a notice to Leasehold Mortgagee rather than upon notice to TENANT; (2) if the Leasehold w Mortgagee cannot reasonably take the action required to cure such default without being in possession of the Premises,the time within which the Leasehold Mortgagee has to rectify such ry default,as hereinabove set out, shall be deemed extended to include the period of time required by it to obtain such possession(including possession by a receiver)with due diligence; and(3) the time within which such Leasehold Mortgagee shall be required to obtain possession of the E Premises(including possession by a receiver) shall be deemed extended by the number of days of delay occasioned by judicial restriction against the initiation of proceedings to obtain such possession or occasioned by any other circumstances beyond such Leasehold Mortgagee's reasonable control.In any event,Leasehold Mortgagee's period within which to cure any default under this Lease by TENANT shall not extend beyond one hundred eighty(180)days from and after the expiration of the period provided in this Lease for TENANT to cure such default, and all Rent which becomes due and payable pursuant to this Lease during the period within which Leasehold Mortgagee is attempting to cure a default under this Lease by TENANT must be paid to LANDLORD as it comes due for payment either by TENANT,by Leasehold Mortgagee or by some other person,or else such opportunity of Leasehold Mortgagee to cure the default shall extinguish. TENANT shall not be release or relieved from liability as the tenant under this Lease by Leasehold Mortgagee's assumption of the role of the tenant of this Lease pursuant to a foreclosure of the Leasehold Mortgage and LANDLORD's recognition of Leasehold Mortgagee as the tenant of this Lease. �,... (e) All payments so made and all things so done and performed by said Leasehold Mortgagee within the period allowed such Leasehold Mortgagee for rectification of TENANT's default,as set forth in Section 15.04(d),shall be as effective to prevent a forfeiture of the rights s:twer11es\2707Dw43o.3 t.10-26-1 tl.d. 15.3 Packet Pg.201 of TENANT under this Lease as the same would have been if done and performed by TENANT instead of by said Leasehold Mortgagee. Any such Leasehold Mortgage so executed by �.,. TENANT may be so conditioned as to provide, as between said Leasehold Mortgagee and TENANT, that said Leasehold Mortgagee, on making good and rectifying any such default on the part of TENANT, shall be thereby subrogated to any and all rights of TENANT under this Lease. No Leasehold Mortgagee shall be considered or become liable to LANDLORD as an assignee of this Lease, or otherwise, until such time as said Leasehold Mortgagee shall by foreclosure or other appropriate proceedings in the nature thereof, or as a result of any other action or remedy provided Leasehold Mortgagee in the event of a default by TENANT pursuant to the Leasehold Mortgage, acquire TENANT's leasehold estate created hereunder or takes possession of the Premises. (f) All notices by LANDLORD to a Leasehold Mortgagee pursuant to this Section or pursuant to any other provision of this Lease, shall be given in the same manner and effect as provided in Section 23.03 hereof, addressed to such Leasehold Mortgagee at the address last specified to LANDLORD by such Leasehold Mortgagee. Section 15.05: LICENSE 0 TENANT shall not be restricted in any way from granting to any person or entity a N license, from time to time, to operate video games and other amusement devices(electronic or otherwise); sell food, beverages and refreshments for on-premises consumption; sell alcoholic beverage for on-premises consumption (subject to compliance with applicable governmental requirements); sell movie theatre related goods, wares, merchandise or services; operate automated ticket or cash dispensing machines, or both; provide childcare services; provide i digital (or other) projection for auditoriums; or any other use or purpose included in the Permitted Use. Further,TENANT shall have the right to enter into four-wall licenses,subleases or similar arrangements with third-parties,pursuant to which such third-parties shall be permitted M to use on the Premises, or one or more Theatre auditoriums within the Premises on a limited- engagement basis. The proceeds received by TENANT from any license or other W N © arrangement entered into pursuant to this Section 15.05 shall he included in_Grnss Sales m pursuant to Section 5.04(b)(1)(13)(A),subiect to any Applicable Exclusions and Deduction m provided in Section 5.04(6)(2). J N T G LY U L) 0 O Q x W N C E E r V a Q C SAWPFMES\2707D\4*\Le 5(.10-2611).d. 15.4 Packet Pg.202 mum ARTICLE 16: DEFAULTS BY TENANT Section 16.01: EVENTS OF DEFAULT Each of the following shall constitute an"Event of Default": (a) With respect to each occurrence of TENANT's failure to pay the full amount of any installment of Rent when due for which LANDLORD provides TENANT written notice of such delinquency, if such delinquent amount is not paid by TENANT to LANDLORD within five(5)days after TENANT receives such written notice of delinquency; (b) The tatting of TENANT's leasehold estate on execution or other process of law, except through action taken by or on behalf of the holder of a leasehold mortgage (leasehold deed to secure debt or leasehold deed of trust)of TENANT's leasehold estate; (c) The failure of TENANT to obtain the insurance coverage required in Article 11 hereof and provide to LANDLORD the certificates of coverage as required in Article 11 within c fifteen(15)consecutive days from and after receipt of written notice from LANDLORD of such c failure;and y c m (d) Except for cases subject to other subsections of this Section 16.01,each failure of TENANT to comply fully with any requirement,covenant,term or condition hereof binding on TENANT (including without limitation any failure by TENANT to comply with Sectio Bfor which LANDLORD provides TENANT written notice of such failure, if such failure a is not corrected or cured within thirty(30)consecutive days following such written notice,or if 61 such correction or cure cannot with reasonable diligence be completed within such thirty (30) X consecutive days,then if the correction or cure of such failure is not diligently initiated within such thirty (30) consecutive days and thereafter diligently pursued to completion within a reasonable time. N a Section 16.02: REMEDIES AND DAMAGES a J (a) In addition to any and all other rights or remedies of LANDLORD expressly stated in this Lease or otherwise provided by law or in equity,upon the occurrence of an Event ¢ of Default,LANDLORD shall have the right: c u (1) To terminate this Lease by providing written notice thereof to TENANT, E then, after TENANT has had the opportunity to remove Tenant's Property, to re-enter the m Premises and take possession thereof, and neither LANDLORD nor TENANT shall have any obligation pursuant to this Lease to the other for the period from and after such termination of this Lease and re-entry of the Premises by LANDLORD);or (2) Upon written notice to TENANT, to permit the Lease to continue in m effect,with TENANT in possession of the Premises,and to collect Rent as it becomes due; t u w (b) Upon the occurrence of an Event of Default, LANDLORD shall be entitled to a recover the following damages: (1) the amount of any unpaid Rent which became due for payment pursuant to this Lease prior to the effective date of the termination of this Lease and re-entry of the Premises by LANDLORD based on an Event of Default;and (2) an amount to compensate LANDLORD for reasonable attorneys' fees and litigation costs incurred as a result of the Event of Default. (c) TENANT shall have no liability for any other damages, and specifically but without limitation,shall have no liability for any special,consequential or punitive damages. Section 16.03: MITIGATION [intentionally deleted] SAWPF1LES\2707DW43\L.-5(come 10-26-11).d. 16.1 Packet Pg.203 Section 16.04: DEFAULT RATE All damages recovered by either LANDLORD or TENANT due to a default under this �. Lease shall bear interest at the"Default Rate"which is defined as the Prime Rate per annum as published in the Wall Street Journal under the heading of"Money Rates"plus two percent(2%) per annum, or if such interest rate is deemed unlawful because it exceeds the highest rate permitted under the laws of the state in which the Premises is located, then the highest rate permitted under the laws of the state in which the Premises is located. N C O J A N C A H a N F 1 J N Ot d b M IY N a m v J i W U L) 0 O Q x W N C N t U N Q SiwPFn.ES\2707DW 3\L.-5(wins 10-26-11).d. 16.2 Packet Pg.204 ARTICLE 17: LIABILITY OF LANDLORD Section 17.01: LANDLORD'S DEFAULT (a) LANDLORD shall be in default under this Lease if: (1) any of the representations, warranties or covenants of LANDLORD set forth in Article 2 hereof is not accurate in all material respects,(2) LANDLORD fails to comply with the obligation in Section 23.11(b)hereof to execute and deliver to TENANT the Memorandum of Lease at the same time as this Lease is executed and delivered,or(3)LANDLORD fails to comply with the obligation in Section 18.03(a) hereof to execute, obtain execution thereof by the appropriate Loan Encumbrance Holder and deliver to TENANT on the Title Date(defined in Section 2.04(a)l the required Non-disturbance Agreement with respect to each Loan Encumbrance effective as of the Title Date. (b) With respect to all matters, other than those referenced in subsection (a) above, LANDLORD shall be in default under this Lease if LANDLORD fails to perform any of its obligations under this Lease and said failure continues for a period of thirty (30) consecutive days after written notice thereof from TENANT to LANDLORD (subject to the provision that c the 30-day period shall be extended for the reasonable time necessary if such failure cannot reasonably be cured within thirty (30) consecutive days and LANDLORD shall have m commenced to cure said failure within said thirty(30)consecutive days and continues diligently A to pursue the curing of the same). r= v m (c) In addition to any rights TENANT may have under this Lease by law or in equity, M including without limitation the right to recover damages, reasonable attorneys' fees and A litigation costs incurred in seeking such damages,and the right to terminate this Lease based on a default hereunder by LANDLORD,upon written notice to LANDLORD,at TENANT's option (exercisable in TENANT's sole and absolute discretion): (1) in the event of a default of any performance obligation of LANDLORD w under this Lease, TENANT may incur any reasonable expense necessary to perform the N obligation of LANDLORD specified in such notice and perform such obligation, and, unless 'u LANDLORD reimburses TENANT the reasonable costs therefor within thirty (30) days m following notice thereof from TENANT,TENANT shall have the right to deduct or offset such w reasonable expenses together with interest at the Default Rate (defined in Section 16.041 from X the Rent as it comes due, subject to the provision that the total amount which TENANT may o offset each month shall be limited to the greater of:(i)twenty-five percent(25%)of the monthly e installment of Base Rent or(ii) either(A) if the offset does not commence during the last two a Rent Years of the Rent Term, one-twenty-fourth (1/24th) of the total of the un-reimbursed w amount of such costs plus interest at the Default Rate or(B)if the off set commences within the last two Rent Years of the Rent Term,the amount per month resulting from the division of the N un-reimbursed amount of such costs plus interest at the Default Rate by the number of months remaining during the Rent Tern; c a (2) in the event of a default by LANDLORD under this Lease regarding a failure by LANDLORD to pay to TENANT any amount due TENANT pursuant to this Lease, y TENANT shall be entitled to recover all such unpaid amounts plus interest thereon at the Default Rate by off set against Rent as such Rent comes due for payment under this Lease;and (3) in the event of a default by LANDLORD under this Lease regarding a failure by LANDLORD to pay to a third party any amount required by this Lease to be paid by LANDLORD to the third party,TENANT shall be entitled to pay to the third party the amount due the third party from LANDLORD and to recover such amount as TENANT pays to the third party plus interest thereon at the Default Rate by off set against Rent as such Rent comes due for payment under this Lease. (d) If LANDLORD has mortgaged its right, title and interest in the Center and LANDLORD's mortgagee has executed and delivered to TENANT a Non-disturbance Agreement as provided in Article 18, thereafter such LANDLORD's mortgagee shall have the same time frame as provided herein for LANDLORD to cure LANDLORD's defaults, TENANT shall accept the cure by such LANDLORD's mortgagee of a default by LANDLORD. s:uwern.EW70mw43\1 : 5(aura 10-26-1 1).d. 17.1 Packet Pg.205 (e) The rights and remedies herein reserved by or granted to TENANT are distinct, separate and cumulative, and the exercise of any one of them shall not be deemed to preclude, waive or prejudice TENANT's right to exercise any or all others. Whether or not specifically enumerated in this Lease,TENANT hereby reserves all rights and remedies at law and in equity, and nothing contained in this Lease shall be construed as a limitation of any such rights or remedies. (f) LANDLORD shall have no liability for any special, consequential or punitive damages. c 0 j n N C A H N N m v J F Qf W m b rf N v ® h m m m a U U 0 Q x w N C N L U R Q S.\WPFaXS\2707D\443\L.-5(.,10-2611).dm 17.2 Packet Pg.206 ARTICLE 18: NON-DISTURBANCE AGREEMENT Section 18.01: SUBORDINATION OF LEASE (a) Each mortgage, deed of trust, deed to secure debt or other lien against LANDLORD's title to the Land, the Center or the Premises is referred to in this Lease as a "Loan Encumbrance",and the mortgagee,beneficiary,or holder of each Loan Encumbrance is referred to herein as a "Loan Encumbrance Holder". Each non-disturbance, attornment and subordination agreement which is substantially the same as the form attached hereto as Exhibit F or which is similar in content to the form attached hereto as Exhibit F and is reasonably acceptable to TENANT is referred to herein as a"Non-disturbance Agreement". (b) Subject to the agreement by the Loan Encumbrance Holder of such Loan Encumbrance that TENANT's rights, title, interest and privileges pursuant to the Lease, including without limitation TENANT's possession and use of the Premises pursuant to this Lease, shall not be disturbed, adversely affected or extinguished by the exercise of any remedy under the Loan Encumbrance or pursuant to or as a consequence of a foreclosure or conveyance in lieu of a foreclosure pursuant to the Loan Encumbrance,TENANT agrees that this Lease is, c and shall always be, subordinate to the lien of each Loan Encumbrance, regardless of whether 9 such Loan Encumbrance now exists or may hereafter be created, as such lien applies to any and A all advances to be made under such Loan Encumbrance, and as such lien applies to all modifications, consolidations, renewals, replacements and extensions of such Loan Encumbrance. Such subordination shall become effective for each Loan Encumbrance upon the execution by the Loan Encumbrance Holder and LANDLORD of a Non-disturbance Agreement and the delivery to TENANT of such Non-disturbance Agreement. A m m (c) TENANT agrees that any Loan Encumbrance Holder may elect to have this Lease prior to the lien of its Loan Encumbrance, and in the event of such election and upon M notification by such Loan Encumbrance Holder to TENANT to that effect, this Lease shall be _ deemed prior to the lien of the Loan Encumbrance, whether this Lease is dated or placed of W record prior to or subsequent to the date of said Loan Encumbrance. m m a Section 18.02: TENANT'S ATTORNMENT A In the event of any foreclosure of,the exercise of a power of sale under,a conveyance of rc title in lieu of foreclosure,or other enforcement of any Loan Encumbrance,provided that a Non- p disturbance Agreement has been executed by the Loan Encumbrance Holder and LANDLORD and delivered to TENANT,TENANT shall attom to and recognize the purchaser or transferee of LANDLORD'S title to the portion of the Land containing the Premises as LANDLORD w under this Lease. Section 18.03: NON-DISTURBANCE AGREEMENT (a) With respect to each Loan Encumbrance effective as of the Title Date(defined in d Section 2.04(a)), LANDLORD shall execute, procure execution by the Loan Encumbrance t Holder, and deliver to TENANT on the Title Date a Non-disturbance Agreement (no less than two counterparts). a (b) With respect to each Loan Encumbrance caused to be effective commencing after the Title Date(defined in Section 2.04(a)),LANDLORD shall execute,procure execution by the Loan Encumbrance Holder,and deliver to TENANT a Non-disturbance Agreement(no less than two counterparts) no later than fifteen (15) days after such Loan Encumbrance becomes effective. (c) Within twenty (20) days following receipt from LANDLORD of each Non- disturbance Agreement executed by LANDLORD and the Loan Encumbrance Holder, TENANT shall execute and deliver to LANDLORD or such Loan Encumbrance Holder a counterpart original of such Non-disturbance Agreement. SAWPPnES\27071)W43\1.a .5(wine 10-26.1I).doc Packet Pg.207 Section 18.04: INSTRUMENTS TO CARRY OUT INTENT LANDLORD and TENANT agree that,upon the request of the other party to this Lease, or any Loan Encumbrance Holder, LANDLORD or TENANT shall execute and deliver whatever instruments may be required for such purposes to carry out the intent of this Article 18. N C O U T H C N H d N A O J N O) Y b M K N d N A N a U V O Q X W N C N L U N Q SA PFm.ES\2707DW43�51 s10-26-11>.m. 18.2 Packet Pg.208 ARTICLE 19: ESTOPPEL CERTIFICATES Section 19.01: AGREEMENT TO DELIVER From time to time and within twenty(20)days after a request in writing therefor from the other party,LANDLORD and TENANT agree to execute and deliver to the other party, or to such other addressee or addressees as may be designated in the written request, a written certification in form and substance reasonably satisfactory to both LANDLORD and TENANT (herein called "Estoppel Certificate"), certifying, if correct, that: this Lease was executed by both LANDLORD and TENANT,the Rent Term commenced on a certain date,this Lease has not been assigned, modified, supplemented or amended (except pursuant to the documents identified in such certificate),to the extent of the party's actual,not imputed,knowledge neither party is in default under the provisions of this Lease. Each Estoppel Certificate may also contain other accurate statements about the Lease as may be reasonably requested.LANDLORD agrees that the Estoppel Certificate which LANDLORD shall provide may be in the form of the LANDLORD's Estoppel Certificate attached hereto as Exhibit G,if so requested by TENANT. In each event that either LANDLORD or TENANT is requested to provide more than one Estoppel Certificate within any period of three hundred sixty-five (365) consecutive days, the requesting party shall pay to the requested party One Thousand Dollars ($1,000.00) as a 2 precedent condition to the requested party's obligation to provide such Estoppel Certificate to the N requesting party. m a N N N J R m a K m m n N N N R N J A O7 v U O U 0 Q x W N C a E r u n Q SAWPF1LESm07rn443LL.rsso5t 1N2&11idm 19.1 Packet Pg.209 ARTICLE 20: QUIET ENJOYMENT Section 20.01: QUIET ENJOYMENT LANDLORD agrees that, if TENANT pays the Rent as provided herein and observes and performs all terms and conditions on TENANT's part to be observed and performed pursuant to this Lease,TENANT shall peaceably and quietly hold and enjoy the Premises for the Rent Term without molestation,hindrance or interruption by LANDLORD or any other person or entity, and LANDLORD shall defend, indemnify and hold harmless TENANT against any claim, expense or any loss arising from LANDLORD's breach of this covenant of quiet enjoyment. In the event of LANDLORD's breach of this covenant of quiet enjoyment, in addition to any other remedy,TENANT shall be entitled to an equitable abatement of all Rent with respect to all or any portion of the Premises,TENANT's use of which is hindered by such breach,from the occurrence of the breach until the breach is cured. Throughout the Rent Term, LANDLORD shall preserve the Center as a first-class retail and entertainment center and as an ensemble in a business climate compatible with TENANT's use of the Premises as a motion picture theatre business. N C Section 20.02: TITLE REPORT,SURVEY&FLOOD PLAIN CERTIFICATE a° U W (a) No later than thirty(30)days after the Title Date,LANDLORD shall obtain from a reputable national title insurance company and provide to TENANT evidence of the status of F title to the Land as of the Title Date or some later date in the form of an ALTA leasehold w owner's title insurance commitment or title report, which commitment or report shall set forth J the state of title thereto including the recording references to the document(s) by which a LANDLORD holds title to the Land and to all documents which constitute a Loan Encumbrance (defined in Section 18.01)or exceptions to the title of LANDLORD. Copies of the documents X by which LANDLORD's title is held and of any document which constitutes a Loan Encumbrance or exception to such title shall be provided by LANDLORD to TENANT with the commitment or report. Whether or not TENANT purchases the title insurance shall be in the w discretion of TENANT, and if TENANT does elect to purchase the title insurance TENANT „ shall pay all costs for such title insurance. J (b) No later than thirty(30)days after the Effective Date,LANDLORD shall provide to TENANT a copy of the most recent survey on the Land in LANDLORD's possession. U (c) A"Flood Plain Certificate"is a certificate issued by a duly licensed or registered 0 surveyor stating whether or not any portion of the site for the building containing the Premises is a located within a flood plain as determined by reference to the maps prepared and maintained by w" the United States Army Corps of Engineers, the Federal Emergency Management Agency or other source relied upon in California. No later than thirty(30) days after the Effective Date, LANDLORD shall provide to TENANT a copy of the most recent Flood Plain Certificate in LANDLORD's possession. The Flood Plain Certificate may be provided on the survey obtained pursuant to Section 20.02(b). a r u A Q S:\WP S @7OODW43\Ce -5(wm 10-26-11).d. 20.1 Packet Pg.210 ARTICLE 21: SURRENDER AND HOLDING OVER Section 21.01: DELIVERY AFTER TERM L@j=Upon the expiration or earlier termination of the Rent Tenn, TENANT shall deliver and surrender to LANDLORD possession of the Theatre (including any Landlord's Equipment then-remaining in the Theatre), broom cleaned, free of debris, in good order, condition and state of repair (excepting as may b any maintenance or repair that is LANDLORD's obligation under this Lease and ordinary wear and tear) but itotherwise in its then"AS IS"condition,and deliver all keys to the management office of LANDLORD. (b) Upon the expiration or earlier termination of the Rent Term TENANT shall have the right to remove LANDLORD, and-from the Theatre the following items of Tenant's Equipment (the "Removable Equipment"), (I) the items described on Exhibit K (ti) all digital vide equipment and digital audio equipment (will all concession equipment. (iy) all item containing logos,slogans,trade names or trade marks of TENANT or its affiliates.(v)anv Tenant's Property not included in Tenant's Equipment. and (vi) all items that are not 'a c owned by TENANT,but instead are made available for TENANT'%use pursuant to a lease. 4 license or similar arrangement. All Tenant's Equipment other than the Removable ° m Equipment(the"Remaining Equipment")shall be subject to the following: m (1) In the event the Rent Term is terminated prior to the completion of m he fifth (5th) Rent Year. TENANT shall retain ownership of the Remaining Egujpmen and shall have the right to remove such Remaining Equipment from the Theatre. m m m (2) In the event the Rent Term is terminated after completion of the fifth (5th) Rent Year but before completion of the tenth (10th) Rent Year. LANDLORD shalle M have the option to purchase such Remaining Equipment at the amortized value of such .., _Remaining Equipment shown on TENANT's books. such option exercisable 6y a: LANDLORD only by delivering written notice to TENANT within thirty (30) days after d notice that the Rent Term is to be terminated. Closing of the purchase of such Remaining w Equipment shall occur upon the later of the effective date of the termination or twenty(20) days after LANDLORD's written notice to TENANT exercising such option. In the even X00 a LANDLORD does not elect to purchase the Remaining F.gmipment pursuant to this Section ¢ 1.02(6)(2). TENANT shall retain ownership of the Remaining Equipment and %ball havep the right to remove such Remaining Equipment from the Theatre,o 0 a (3) In the event the Rent Term is terminated after completion of the tenth w (10th) Rent Year. LANDLORD shall have the option to purchase such Remaining Equipment at a price of One Dollar ($1.00), such option exercisable by LANDLORD only by delivering written notice to TENANT within thirty (30) days after notice that the Rent Term is to be terminated. Closing of the purchase of such Remaining Equipment shall occur upon the later of the effective date of the termination or twenty (20) days after v LANDLORD's written notice to TENANT exercising such option. In the event z LANDLORD does not elect to purchase the Remaining Equipment pursuant to this Section " 1.02(6)(3).TENANT shall retain ownership of the Remaining Equipment and shall have a the fl ht to remove such RernAnong Eg uinm nt from the Th atre. (c) In removing any Tenant's Property or other Tenant's Equipment from the Theatre. TENANT shall repair any damage resulting from such removal (except to the extent such damage could not have been reasonably avoided during the removal process). In the event TENANT shall not remove any-Tenant's Property it is entitled to remove from the Premises by the end of the Rent Tenn,then such Tenant's_Property shall be deemed abandoned by TENANT and LANDLORD may dispose of the same 00 without liability to TENANT. (dl If not sooner terminated as herein provided,this Lease shall terminate at the end of the Rent Term as provided for in Article 4 without the necessity of notice from either LANDLORD or TENANT to terminate the same. err SAWPrLES\270M'443\L.-5(.10-2&11).d« 21.1 Packet Pg.211 Section 21.02: EFFECT OF HOLDING OVER If TENANT remains in possession of the Premises or any part thereof, after the expiration of the Rent Term of this Lease (including any exercised extension thereof), then TENANT shall be deemed to be a TENANT of the Premises at sufferance pursuant to a month- to-month tenancy, terminable by either TENANT or LANDLORD upon thirty (30) days' written notice to the other,subject to all of the terms and provisions of this Lease applicable to a tenant at sufferance, but with monthly Base Rent at one hundred fifty percent (150%) of the monthly Base Rent which was being paid prior to such expiration or termination of the Rent Term. w c 0 v m N C N H d N A d J R m Y Q.' W M a' N W N N J d OL V U O Q M W N C m E L qV L Q SAWPFMES12707UM3aesso5(wms 10-26-11).dm 21.2 Packet Pg.212 ARTICLE 22: CONDEMNATION Section 22.01: ALL OR ANY PART OF PREMISES TAKEN (a) As used herein, a"Taking" means the taking by right of eminent domain or by agreement or conveyance in lieu thereof by, or pursuant to, governmental authority of certain property either permanently or for a period greater than ninety (90) consecutive days for any public or quasi-public use or purpose. (b) If the whole or any material part of the Theatre shall be the subject of a Taking, this Lease shall terminate as of the day possession shall be taken by such authority, and Tenant shall pay Rent and perform all of its other obligations under this Lease up to that date with a proportionate refund by LANDLORD of any Rent as shall have been paid in advance for the period subsequent to the date of the taking of possession. However, TENANT shall have the right, in TENANT's sole and absolute discretion, to negate such automatic termination of this Lease with respect to any Taking for a temporary period of less than three hundred sixty-six (366)days or any Taking of some,but not all,of the auditoriums of the Theatre,with such right exercised by TENANT providing to LANDLORD written notice of such election to negate the automatic termination of this Lease within sixty(60)days from and after the day possession of 9 the whole Theatre or any material part of the Theatre is taken. ht the event TENANT negates y the automatic termination of this Lease with respect to any Taking for a temporary period of less than three hundred sixty-six(366)days,Rent shall abate equitably in proportion to the part of the Theatre so taken throughout such period of temporary Taking. In the event TENANT negates the automatic termination of this Lease with respect to any Taking of some, but not all, of the auditoriums of the Theatre,all Rent shall abate equitably in proportion to the part of the Theatre so taken for the duration of the Rent Term following such Taking. v (c) If a material portion of the Center,which portion does not include the Theatre(the taking of the Theatre being covered by subsection(b) above), is the subject of a Taking and in .� the reasonable judgment of LANDLORD,the continued operation of the Center as a shopping W center is not viable, then LANDLORD shall have the right to terminate the Rent Term upon m providing TENANT no less than sixty(60)days notice,in which event TENANT may remove d Tenant's Property as provided in Section 14.01 and Section 21.01 and TENANT shall surrender possession of the Theatre to LANDLORD; and LANDLORD shall promptly demolish the d Theatre and shall not cause or permit any portion of the Center to be used for a motion picture theatre for a period of ten(10)years from and after such termination of the Rent Term. ) Section 22.02: TAKING OF PARKING SPACES c x If any of the automobile parking spaces of the Parking Retention Areas (defined in w Section 1.07(a)l shall be the subject of a Taking and LANDLORD does not replace the taken automobile parking spaces with an equivalent number of paved automobile parking spaces (which thereafter shall be deemed to be part of the Parking Retention Areas)located no further than one thousand (1,000) linear feet from the pedestrian entrance to the Theatre, within sixty m (60) days following the taking of possession of the automobile parking spaces of the Parking u Retention Areas,TENANT shall have the right, in TENANT's sole and absolute discretion,to terminate this Lease upon notice in writing to LANDLORD within one hundred twenty (120) a days after possession of the automobile parking spaces is taken. If TENANT does not elect to terminate this Lease, LANDLORD shall use commercially reasonable efforts to provide adequate substitute parking for the taken automobile parking spaces that is reasonably satisfactory to TENANT as soon as practicable. In the case of a Taking of the automobile parking spaces of the Parking Retention Areas, such substitute parking spaces then shall be deemed to be part of the Parking Retention Areas. Section 22.03: OWNERSHIP OF AWARD As between LANDLORD and TENANT, upon the occurrence of a Taking of the Theatre, all of the damages, award or compensation for the Theatre shall belong to LANDLORD. TENANT shall have the right to claim and recover from the Taking authority such compensation as may be awarded or recoverable by TENANT in TENANT's own right for or on account of damages to, or of cost or expense which TENANT would incur in removing any of Tenant's Property,as compensation for any of Tenant's Property which is taken,the cost of relocation of TENANT's business, and for injury or detriment to TENANT's business, SAWPFILEW7071) 4Q cese-5(.10-26-1 1).d. 22.1 provided that such separate award to TENANT does not reduce the award to LANDLORD; provided, further, TENANT may negate the termination of this Lease until completion of any condemnation proceedings for the purpose of preserving any TENANT compensable interest that is appropriate or necessary for TENANT to recover in its own right and during such period of negating such termination, neither LANDLORD nor TENANT shall be liable for any obligations under the Lease. N C O U F N C N F a N A d J ; S 1 CY W M d N F d Dl d V U 0 Q W H C E E t u w Q SAWPFn SU707DW 3�-5(wms 10-26-11).do 22.2 ARTICLE 23: MISCELLANEOUS Section 23.01: INTERPRETATION (a) The captions,table of contents and index of defined terms appearing in this Lease are inserted only as a matter of convenience and in no way amplify, define, limit, construe, or describe the scope or intent of such sections of this Lease nor in any way affect this Lease. Except where otherwise expressly provided, each reference in this Lease to a Section or Article shall mean the referenced Section or Article in this Lease. (b) If more than one person or business organization or governmental agency or corporation is named as LANDLORD or TENANT in this Lease and executes the same as such, or becomes LANDLORD or TENANT, then and in such event,the words "LANDLORD"or "TENANT"wherever used in this Lease are intended to refer to all such persons or business organization or governmental agency, and the liability of such persons or business organization or governmental agency for compliance with and performance of all the terms, covenants and provisions of this Lease shall be joint and several. N C (c) The neuter, feminine or masculine pronoun when used herein shall each include 4 each of the other genders, and the use of the singular shall include the plural unless the context N otherwise requires. A (d) The parties hereto agree that all the provisions of this Lease are to be construed as covenants and agreements as though the words covenants and agreements were used in each separate provision hereof. m (e) This Lease shall not be construed for or against LANDLORD or TENANT,but W this Lease shall be interpreted in accordance with the general tenor of the language in an effort to M reach the intended result. — rc n (f) Nothing herein contained shall be deemed or construed by the parties hereto,or N by any third party,as creating the relationship of principal and agent or of partnership or of joint j venture between the parties hereto, it being understood and agreed that neither the method of computation of Percentage Rent or Special Rent, nor any other provision contained herein, nor d any acts of the parties herein, shall be deemed to create any relationship between the parties hereto other than the relationship of lessor and lessee nor cause LANDLORD to be responsible in any way for the acts,debts or obligations of TENANT. e a (g) If any provision of this Lease is determined by a court of competent jurisdiction to w be contrary to applicable law and consequently unenforceable, all of the remaining enforceable provisions of this Lease shall continue to be in full force and effect, and the Lease shall be N interpreted and applied as if the unenforceable provision were never a part of this Lease. Section 23.02: LIABILITY OF LANDLORD E L Except with respect to (a) a breach or default of LANDLORD's covenants, A representations and warranties contained in Article 2,(b)a breach or default of quiet enjoyment, a (c) any obligation pursuant to this Lease of LANDLORD to indemnify or hold harmless TENANT,or(d)any obligation pursuant to this Lease of LANDLORD to reimburse TENANT the costs incurred by TENANT for architectural and engineering services on the Plans, in the event of a default by LANDLORD of any of its obligations under this Lease, LANDLORD's monetary liability to TENANT shall be limited to any right of offset allowed by this Lease,law or equity against any amounts of Rent due hereunder,to the equity of the LANDLORD in the property containing the Premises and the Center, and to any proceeds of LANDLORD from operation of the Center. Section 23.03: NOTICES Any notice, demand, request, approval, consent or other instrument which may be or is required to be given under this Lease shall be in writing and, shall be sent: (1)by United States registered or certified mail, return receipt requested, postage prepaid; or (2) by a nationally recognized courier providing overnight delivery, such as Federal Express, with the delivery charges pre-paid. Notices shall be addressed to LANDLORD or TENANT at the respective S:\WPFn.2S\2707r 3\Le 5(wms 10-26-1 1).d. 23.1 Packet Pg.215 addresses set forth at the commencement of this Lease and/or such other address or addresses as either party may designate by notice to the other in accordance with this Section.Notices shall be deemed given:(1)when received or refused by the intended party(as evidenced on the envelope, package or return receipt) if sent by certified or registered mail, or (2) if sent by nationally recognized courier service,the day of delivery by the service,whether or not such delivery was accepted or refused. Section 23.04: SUCCESSORS This Lease and the covenants and conditions herein contained shall inure to the benefit of and shall be binding on the parties and their respective successors and assigns. Section 23.05: BROKERS Except as otherwise provided herein,each party represents and warrants to the other that no broker, finder or consultant, to whom any monetary compensation is owed, provided any services in connection with this Lease,and each party agrees to indemnify and hold harmless the other party from and against any claim with respect to its breach of the foregoing representation and warranty. U A N Section 23.06: UNAVOIDABLE DELAYS = A r= In the event that either party hereto shall be delayed or hindered in or prevented from the y performance of any act required hereunder(except for the payment when due of any money)by J reason of a Force Majeure Event(defined in Section 1.03(d)l,then performance of such act shall A be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. .. m n Section 23.07: SEVERABILITY _ o! It is the intention of the parties hereto that if any provision of this Lease is capable of two d © constructions, one of which would render the provision invalid and the other of which would A render the provision valid,then the provision shall have the meaning which renders it valid. If any term or provision, or any portion thereof, of this Lease, or the application thereof to any person or circumstances shall,to any extent,be invalid or unenforceable, the remainder of this Lease, or the application of such tern or provision to the persons or circumstances other than o those as to which it is held invalid or unenforceable,shall not be affected thereby,and each term and provision of this Lease shall be valid and he enforced to the fullest extent permitted by law. a K Section 23.08: TIME OF ESSENCE w Time is of the essence with respect to the performance of the respective obligations of try LANDLORD and TENANT set forth in this Lease. c m Section 23.09: APPLICABLE LAW E u This Lease shall be governed,interpreted and enforced in accordance with the laws of the a State of California. If either party institutes legal suit or action for enforcement of any obligation contained herein, it is agreed that venue for such suit or action may be in the county, parish or other like political entity of the state in which the Premises are located. Section 23.10: WAIVER (a) The waiver by LANDLORD or by TENANT of any term, covenant, agreement or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other tern,covenant,agreement or condition herein contained. No covenant,term, agreement or condition of this Lease shall be deemed to have been waived by LANDLORD or TENANT, unless such waiver is in writing and signed by an authorized signatory of either LANDLORD or TENANT,as the case may be. (b) No waiver of any covenant, term, agreement or condition of this Lease or legal right or remedy shall be implied by the failure of LANDLORD or TENANT to take any action or declare a forfeiture or termination when those rights are given by the terns of this Lease, or SAWPFn.E5�270MW3\G 5(ins 10-2�1lido 23.2 Packet Pg.218 for any other reason. No consent or approval by LANDLORD or TENANT shall be effective or operate to change any condition,requirement or other provision of this Lease unless made in writing and signed by an authorized signatory of either LANDLORD or TENANT, as the case may be. Section 23.11: RECORDING (a) This Lease shall not be recorded,unless such recording is required by applicable law. However,each of LANDLORD and TENANT shall have the right,from time to time,to request execution by the other party,and upon such execution, to record a memorandum of this Lease that is substantially in the form and content of Exhibit H attached hereto (a "Memorandum of Lease"),and the other party shall execute and deliver such Memorandum of Lease upon request. (b) At the same time as LANDLORD and TENANT execute and deliver this Lease, LANDLORD and TENANT shall execute and deliver the Memorandum of Lease(no less than two original counterparts of each)substantially in the form of Exhibit H. 'm c (c) Either TENANT of LANDLORD may record a fully executed Memorandum of Lease in the appropriate public records,and whichever party submits the Memorandum of Lease N for recording shall be responsible for payment of the recording fees; provided, however, that should any transfer or recording taxes be payable upon recording of the Memorandum of Lease, such taxes shall be split evenly between TENANT and LANDLORD. A d J (d) Upon the expiration or earlier termination of this Lease,upon request of the other party LANDLORD and TENANT shall execute a memorandum for recording stating that the d 0 Lease has expired or been terminated,thereby releasing the Memorandum of Lease of record. m e M Section 23.12: HAZARDOUS MATERIAL (a) Definitions: As used herein, the following terms shall have the following m meanings: w J r.- (1) "Hazardous Materials": (A) Any "hazardous waste" as defined by the Resource Conservation and Recovery Act of 1976(42 U.S.C.Section 6901 et seq.)(RECRA),as s amended from time to time, and regulations promulgated thereunder; (B) any "hazardous o substance" as defined by the Comprehensive Environmental Response, Compensation and o Liability Act of 1980 (42 U.S.C. Section 9601 et seq.) ("CERCLA"); the Superfund a Amendments and Re-authorization Act of 1986 ("SARA"), as amended from time to time, and w regulations promulgated thereunder; (C) asbestos; (D) polychlorinated biphenyls; (E) underground storage tanks,whether empty, filled or partially filled with any substance, (F)any substance the presence of which on the Premises is prohibited by any Legal Requirement (as defined below); (G) any other substance which by an Legal Requirement requires special handling or notification of any federal, state or local governmental entity in its collection, v storage, treatment, or disposal; and (H) any item so designated by or pursuant to the Water E Pollution Control Act (33 U.S.C. Section 1251 et seq.); Safe Drinking Water Act (42 U.S.C. Section 3000(f)et seq.);or Toxic Substances Control Act(15 U.S.C.Section 2601 et seq.). a (2) "Hazardous Materials Contamination": The contamination (whether presently existing or hereafter occurring)of the improvements,facilities,soil,groundwater,air or other elements of the Premises or the Center by Hazardous Materials. (3) "Indemnification Costs"as used in this Section 23.12 shall mean any and all costs(including,but not limited to,fees and expenses of experts,attorneys'fees and litigation costs)of any investigation,inspection,assessment,legal action,litigation,arbitration,settlement, judgment and/or appeal related to, together with any amount (actual, special, punitive or any other form and any interest or surcharges thereon)which TENANT or LANDLORD is required to pay or incur pursuant to,any claim of any and every kind whatsoever which may now or in the future(whether before or after the termination or expiration of this Lease)be asserted in any way against TENANT or LANDLORD by any person,entity or governmental authority of any kind for,with respect to,or as a direct or indirect result of,either the presence on,under or about the Premises and/or the Center, or the escape, seepage, leakage, spillage, discharge, emission or ] SAWPFn.ES\27071)W431 5(wins 10-26.1lidw 23.3 7 release from any part of the Premises and/or the Center, of any Hazardous Materials or any Hazardous Materials Contamination or the presence of any environmental condition which either poses a hazard, requires remediation, or is contrary to the requirements or standards of any applicable Legal Requirement(including,without limitation, RECRA,CERCLA, SARA or any federal, state or local so-called "superfund" or "superlien" laws, or any code, rule, regulation, order or decree promulgated thereunder). (4) "Legal Requirements"as used in this Section 23.12 shall mean any and all present and future judicial decisions, statutes, rulings, rules, regulations, permits, directives, pronouncements,certificates or ordinances of any governmental authority in any way applicable to LANDLORD, TENANT, the Premises or the Center, including the ownership, use, occupancy,possession,operation,maintenance,alteration,repair or reconstruction thereof. (b) Warranties and Representations of LANDLORD: LANDLORD hereby warrants and represents to TENANT,to the best of LANDLORD's knowledge,as follows: (1) No Hazardous Materials contamination is presently existing on or about the site which will be the location of the Premises as of the Effective Date; 0 (2) LANDLORD has no knowledge that any property adjoining to the site which will be the location of the Premises as of the Effective Date is being used,for the disposal, storage, treatment, processing or other handling of Hazardous Materials or is affected by F Hazardous Materials Contamination; m (3) LANDLORD has no knowledge that any investigation, administrative order, consent order, litigation or settlement with respect to Hazardous Materials or Hazardous Materials Contamination as of the Effective Date is proposed, threatened, anticipated or in existence with respect to the site which will be the location of the Premises. LANDLORD has h no knowledge that the site which will be the location of the Premises as of the Effective Date is on,or has ever been on,any federal or state"superfund"or"superlien"lists. w m (c) Warranties and Representations of TENANT: TENANT hereby warrants and J represents to LANDLORD,to the best of TENANT's knowledge,as follows: rn v (1) Environmental Matters; Hazardous Substances: The business of X TENANT does not involve activity that would violate any past or present environmental law or U regulation of any governmental body or agency, state or federal, having jurisdiction over the o Premises. Specifically, but without limitation, no investigation, administrative order, consent a order and agreement, litigation or settlement with respect to Hazardous Materials or Hazardous w Materials Contamination is proposed,threatened, anticipated or in existence with respect to any of the operations of TENANT. H (d) Affirmative Covenants: LANDLORD and TENANT hereby unconditionally covenant and agree as follows: E s u (1) Hazardous Materials: LANDLORD and TENANT agree to (A) give =° notice immediately upon acquiring knowledge of the presence of any Hazardous Materials on the a Premises or of any Hazardous Materials Contamination with a full description thereof; and (B) the party who is responsible for the presence of any Hazardous Materials Contamination shall promptly comply with any Legal Requirements requiring the removal, treatment or disposal of such Hazardous Materials or Hazardous Materials Contamination and provide satisfactory evidence of such compliance. (2) Indemnification of TENANT: If at any time prior to the Delivery Date (defined in Section 3.01(a)l any Hazardous Materials Contamination shall have occurred with respect to any part of the Center,including without limitation the site which will be the location of the Premises, regardless of the proximate cause thereof, or if at any time during the period extending from and after the Delivery Date and throughout the Rent Term, any Hazardous Materials Contamination occurs on or about any portion of the Center as a proximate result of any act or omission of LANDLORD or of any person,party,or entity other than TENANT(or TENANT's employees,contractors or agents),LANDLORD shall fully defend, indemnify and -^ hold harmless the Tenant Parties (defined below in this subsection) from any and all SAWPFa.ES(27071) 4N.-5(wm 10-26-1 lid. 23.4 Packet Pg.218 Indemnification Costs(defined in Section 23.12(a)(3)), regardless of whether or not such costs are caused by or within the control of LANDLORD, and LANDLORD shall pay all costs for and shall be solely responsible for performance of any and all necessary or appropriate removal, control or re-mediation work related thereto (including, but not limited to, installation and operation of any monitoring wells,vapor barriers and devices).If the closure of all or any par of the Theatre during the initial ten (10) Rent Years results from any Hazardous Materials Contamination on or about the Center as a proximate result of any act or omission of LANDLORD or of any person,party,or entity other than TENANT(or TENANT's employees, contractors or agents), TENANT's obligation to pay any Rent pursuant to this Lease shall equitably abate for the duration of such closure. The representations,covenants,warranties and indemnification contained in this Section 23.12 shall survive the expiration or termination of this Lease. For the purposes of this Section 23.12,the term"Tenant Parties"includes,in addition to TENANT, all present and subsequent owners, partners, joint venturers, managers, directors, officers, shareholders, employees and agents of TENANT and each and every affiliate of TENANT, and all of the directors, officers, shareholders, managers, employees and agents of each and every affiliate of TENANT. (3) Indemnification of LANDLORD: If any Hazardous Materials Contamination shall occur as the proximate result of an act or omission of TENANT or of any °- contractor,agent or employee of TENANT during the period commencing on the Delivery Date N T and extending until the expiration of or earlier termination of the Rent Term, TENANT shall fully defend, indemnify and hold harmless the Landlord Parties (defined below in this subsection) from any and all Indemnification Costs,regardless of whether or not such costs are caused by or within the control of TENANT, and TENANT shall pay all costs for and shall be solely responsible for performance of any and all necessary or appropriate removal,control or re- m mediation work related thereto (including, but not limited to, installation and operation of any monitoring wells, vapor barriers and devices). The representations, covenants, warranties and indemnification contained in this Section 23.12 shall survive the expiration or termination of this Lease. For the purposes of this Section 23.12, the term "Landlord Parties" shall include all — present and subsequent owners, partners, joint venturers, managers, directors, officers, w shareholders, employees and agents of LANDLORD and each and every affiliate of Landlord, y and the directors, officers, shareholders, managers, employees and agents of each and every J affiliate of Landlord. m m Section 23.13: ENTIRE AGREEMENT a U D (a) There are no oral agreements between the parties hereto affecting this Lease, and c this Lease supersedes and cancels any and all previous negotiations, arrangements, letters of < intent, letters of understanding, lease proposals, brochures, agreements, representations, w promises,warranties and understandings between the parties hereto. N (b) This Lease, including the exhibits hereto,sets forth the entire agreement between the parties with regard to the subject matter hereof, and includes all the covenants, promises, agreements, conditions and understandings between LANDLORD and TENANT concerning the Premises.No alteration, amendment, change or addition to this Lease shall be binding upon r LANDLORD or TENANT unless reduced to writing, signed by them and mutually delivered between them. a Section 23.14: EXCLUSIVE RIGHT (a) Center Exclusive Right. Throughout the Rent Term, TENANT shall have the exclusive right within the Center to operate a motion picture theatre or otherwise display a motion picture image on any media, regardless of the technology involved, including without limitation multiple dimension, motion simulation and virtual reality processes, a part of which processes includes depicting images on a screen of some type, and LANDLORD shall take all action necessary to prevent the operation of any other motion picture theatre business and any exhibition of motion pictures within the Center (the "Center Exclusive Right"). This Center Exclusive Right does not preclude the operation within the Center by others of a video arcade with game machines and does not preclude restaurants or retailers on an incidental basis from permitting the restaurant or store customers to view televisions and other like media without charge. �w SAWPF1LE512707DW431L.5(wins 10.26.1lid. 23.5 (b) Adjacent Mall Restriction. LANDLORD is the fee simple owner of that certain shopping center located across 4th Street from the Center known as Central City Mall (the "Adjacent Mall"). Throughout the Rent Term, neither LANDLORD, nor its successors, assigns, affiliates,licensees, tenants,undertenants, nor any other person or entity having a right to use or occupy all or any portion of the Adjacent Mall, shall be permitted to lease, license, operate or otherwise permit all or any portion of the Adjacent Mall for the operation of a motion picture theatre or the display of a motion picture image on any media, regardless of the technology involved, including without limitation multiple dimension, motion simulation and virtual reality processes,a part of which processes includes depicting images on a screen of some type, and LANDLORD shall take all action necessary to prevent the operation of any other motion picture theatre business and any exhibition of motion pictures within the Adjacent Mall (the "Adjacent Mail Restriction"). This Adjacent Mall Restriction does not preclude the operation within the Adjacent Mall by others of a video arcade with game machines and does not preclude restaurants or retailers on an incidental basis from permitting the restaurant or store customers to view televisions and other like media without charge. (c) City Restriction. LANDLORD has determined that, in the interest of protecting and enhancing the general welfare of the people of the City of San Bernardino,the creation of a theater district in the downtown area will further such interest. LANDLORD has determined that the creation of a special theater district will alleviate blight and urban decay in the y downtown area, and will assist LANDLORD in revitalizing the downtown area by attracting customers to the theaters and, concomitantly, to the restaurants and other retail businesses contemplated for such a theater district.Therefore,pursuant to the Development Agreement and the ordinances referenced in the Development Agreement,the City has covenanted to TENANT that from the Effective Date until the expiration or termination of the Rent Tenn,the City shall i neither entitle nor approve any other cinema project or cinema theater within the municipal boundaries of the City that has a seating capacity in any single motion picture theatre(regardless of the number of auditoriums) equal to more than two hundred (200) seats nor having any auditorium for the presentation of recorded movie productions of a square footage greater than .. three thousand(3,000) square feet,without the prior written consent of TENANT to be granted N or withheld in TENANT's sole discretion (the "City Restriction"). Any circumstance which violates the City Restriction (as above-described) shall be deemed a breach by LANDLORD J trader this Lease,entitling TENANT to all rights and remedies for breach in addition to all other R rights and remedies provided by this Lease(including without limitation that provided in Section m 23.14(d)). 0 U (d) Exclusive Right Inconsistency. If any event, circumstance or condition occurs o which is not consistent with either the Center Exclusive Right, the Adjacent Mall Restriction or the City Restriction (any such being referred to as an "Exclusive Right Inconsistency"), in w addition to all other rights and remedies the TENANT may have, then: (1) for the period commencing on the first day of the calendar month during with the Exclusive Right n Inconsistency starts and extending to the last day of the calendar month during which the Exclusive Right hmconsistency ends, TENANT shall be relieved of any obligation to pay Base Rent and Percentage Rent, and instead TENANT shall be obligated to pay to LANDLORD E Special Rent for such period of Exclusive Right Inconsistency, with such Special Rent payable as provided in Section 5.03(c); and (2) at any time during the period of the existence of the Exclusive Right Inconsistency, TENANT shall have the right to terminate this Lease without a further obligation under this Lease effective as set forth in written notice from TENANT to LANDLORD. Section 23.15: ATTORNEYS'FEES In the event of litigation between the parties in which it is alleged that one or the other has defaulted under the provisions of this Lease, the ultimate non-prevailing party shall pay the reasonable attorneys' fees and court costs of the ultimate prevailing party. Section 23.16: LANDLORD MEANS OWNER As used herein,"Superior Title"means title which is either fee title or which is superior to the title of TENANT in the Premises.The term"LANDLORD"as used in this Lease, so far as covenants or obligations on the part of LANDLORD are concerned, shall mean the party •r,,. identified as LANDLORD on page 1.1 as of the date of this Lease and thereafter shall mean and SAWPFILESm2707DA431.e 3(.H02&11).d. 23.6 Packet Pg.220 include the owner or owners at the time in question of Superior Title to the Land, and in the event of any transfer or transfers of such Superior Title to the Land, the transferor shall be automatically freed and relieved, from and after the date of such transfer or conveyance, of all �.. liability as respects the performance of any covenants or obligations on the part of LANDLORD contained in this Lease thereafter to be performed;provided that any funds in the hands of such transferor, in which TENANT has an interest, shall be turned over to the transferee, and any amount then due and payable to TENANT by the transferor under any provisions of this Lease shall be paid to TENANT;provided that the transferee assumes the obligations of LANDLORD under this Lease, if such assumption is necessary under applicable law, before such transferee shall be deemed to be obligated to TENANT as the LANDLORD of this Lease; and provided that the transferee receives the necessary legal rights to fulfill all of the obligations of the LANDLORD described in this Lease with respect to all of the Common Areas. The owner of Superior Title to the Land shall be bound by all of the obligations of LANDLORD under this Lease. The owner of Superior Title to any portion of the Center shall be bound by the exclusiveness granted to TENANT in Section 23.14 hereof. Section 23.17: COVENANTS,CONDITIONS AND RESTRICTIONS a c The Center may be subject to one or more title declarations, covenants or restrictions. LANDLORD represents, warrants and covenants that such title declarations, covenants or w restrictions, and any declaration of, imposition of, or agreements about any covenants, m conditions, restrictions and reciprocal easements applicable to the Center, shall not in any way t= materially eliminate,interfere with or diminish any rights or privileges of TENANT provided by m this Lease or cause TENANT to be obligated to make any material expenditure or pay any charge or fee. A m a Section 23.18: ACCEPTANCE OF LESS THAN FULL PAYMENT m Each of LANDLORD and TENANT shall be entitled to accept any check or other form of payment of any obligation of the other party,regardless of whether such check or other form y of payment constitutes the full amount pursuant to such obligation,without prejudice to the right m (� of the recipient of such check of other form of payment to recover the balance due on such m F� obligation. R m m Section 23.19: MUTUAL EXECUTION � V D Neither LANDLORD nor TENANT shall have any obligation or liability to the other V whatsoever under this Lease until such time as LANDLORD and TENANT shall have each executed this Lease and delivered a copy of such executed Lease to the other party. w Section 23.20; COUNTERPARTS N This Lease may be executed in any number of counterparts, each of which shall be deemed an original,but all of which shall constitute one and the same instrument. d E L U m Q V sdWPra6s\2707oA43T .o-s(.taw-u).dm 23.7 Packet Pg.221 IN WITNESS WHEREOF,LANDLORD and TENANT have executed this Lease as of the date fast written above. :- LANDLORD: Redevelopment Ageney of the City of San Bernardino Economic Development Corporation a nonprofit public body, and -^' '^�lYIIefl[ corporation By. Name: Its: State of ) as: County of ) E 0 On , 2011 before me, , personally appeared N who proved to me on the basis of satisfactory evidence to be the person L whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person,or the entity upon behalf of which the person acted,executed the instrument. m I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct. m n Witness my hand and official seal. -� N My commission expires: Notary Public F m Y V TENANT: U O Regal Cinemas,Inc. a a Tennessee corporation w N By: Name: Its: E L U State of TENNESSEE ) A as: a County of KNOX ) Before me, a Notary Public of the County and State aforesaid, personally appeared 'with whom I am personally acquainted,or proved to me on the basis of satisfactory evidence, and who, upon oath, acknowledged himself/herself to be the of Regal Cinemas,Inc.,a Tennessee corporation,the within named bargainer, that he/she as such officer executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself/herself as such officer, and that he/she was duly authorized thereunto by the board of directors of such corporation. Witness my hand and official seal at office in Knox County,Tennessee,this day of 2011. My commission expires: Notary Public SAWPFn.ES\2707DW43U-essa5(w s 10-26-1 1).doc 9.D.a Exhibit A Legal Description of the Land (Lease Section 1.03) 'N c 0 U A N C A F d N A d J N (T N m b Cf N d d J R D1 d U O U 0 Q >t W N C d t u n >r Q SAWPFILESU707DW 31. 5(wmaIM&11).d. Packet Pg.223 Exhibit B Site Plan (Lease Section 1.03) 'N c 0 N N C N F- d N N d J N W d b M a: N d N A d J A W d a: U O U 0 Q W N C d E L d R Q SAW FILESU0071) 43LL 5(wms 10-26-11).d.c .-.Paeket Pg 224 Exhibit C Layout Plan of the Premises (Lease Section 1.03) u, c 0 u d N c N F d N a d J R m d K W M K N d N d d T d w U U 0 Q x w r c d E L u m Q SAWPFMES127071)W45V. 5(wms 10-26-11).d Packet Pg.225 Exhibit D Designation of Landlord's Work and Tenant's Work (Lease Section 3.01) N c O u m w c m F m m O J A m N m b M N W N F A d a' U U O Q K W N _ C d E r V A Q SAWPFU.ES11]OM443�5(wms 10-26.11)A. Packet Pg.226 Exhibit E Completion Certificate (Lease Section 1.05) N C O u m N C F d N N d J m Ol d m n 0! N d N A d N T d a' U O V O Q x W N C d L U A Q c S.\WPFILES12707D\443\L.5(wma 10-26-11).dm Packet Pg.227 COMPLETION CERTIFICATE Dated: PART LEASE(the"Lease")dated as of _,2011 Parties: Redevelepment Ageney of the City San Bernardino Economic Development Corpor i u ("Landlord") Regal Cinemas,Inc.("Tenant') Rent Commencement Date: N 10-Rent Year Initial Rent Term Expiration Date: o Optional Extension Terns: Four for five Rent Years each,followed ��, by one for four Rent Years. Actual GLA of the Premises: d m m a J PART II m m m Base Rent: a m e From the Rent Commencement Date through $850,000.00 annually,$70,833.33 monthly N d If Tenant exercises its options for Extension Periods: v [,►r'f J From through m $920,250.00 annually,$76,687.50 monthly From through o $990,500.00 annually,$82,541.67 monthly U From through 0 a $1,060,750.00 annually,$88,395.83 monthly w From through $1,131,000.00 annually,$94,250.00 monthly From through $1,201,250.00 annually,$100,104.17 monthly. v PART III E L U 2 Tenant and Landlord,intending legally to be bound,hereby certify and agree as follows: a A. The dates and other information set forth in this Completion Certificate are true and correct;and, B. The Rent Term commences on the Rent Commencement Date set forth in PART I hereof and ends absolutely and without notice at 11:59 P.M. (local time for the location of the Theatre) on the Expiration Date, unless sooner terminated pursuant to provisions of the Lease or unless extended by exercise of options as provided in the Lease;and, All terns defined in the Lease are used herein as defined therein. SAWPFn.ES127070W43Le 5(..10-2611).d. Packet Pg.228 IN WITNESS WHEREOF, Landlord and Tenant have executed this Completion ��^^. Certificate as of the date first written above. v./ LANDLORD: Redevelopment A____, of the City of San Bernardino Economic Development Corporation a nonprofit public body, ceEperate and politiebeitefi corporation By: Name: Its: State of 1 ss: County of 1 0 On 2011 before me, , personally appeared N who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the n person,or the entity upon behalf of which the person acted,executed the instrument. R m I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct. m M Witness my hand and official seal. tr N My commission expires: Notary Public J m v U TENANT: ° U 0 Regal Cinemas,Inc. a a Tennessee corporation w N By: Name: c Its: L U State of TENNESSEE ) A as: a County of KNOX ) Before me, a Notary Public of the County and State aforesaid, personally appeared 'with whom I am personally acquainted,or proved to me on the basis of satisfactory evidence, and who, upon oath, acknowledged himself/herself to be the of Regal Cinemas,Inc.,a Tennessee corporation,the within named bargainer, that he/she as such officer executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself/herself as such officer, and that he/she was duly authorized thereunto by the board of directors of such corporation. Witness my hand and official seal at office in Knox County,Tennessee,this day of 12011. My commission expires: Notary Public S1WPIUXS12707DW 3U .e,5(.10-26-1 1).dm Packet Pg.229 9.D.a Exhibit F Non-Disturbance Agreement (Section 18.01) N C O U N N C d f d N N d J N Ol d W b Pf LY N d h F d J N W d V O V d Q x W N C d E r d N Q 5:\WPPILPS\290]D\443Ur 5(wms 10-26-11).d. 2 Non-disturbance Attornment © and Subordination Agreement This Non-disturbance,Attornment and Subordination Agreement(the"Agreement") is made and entered into a: of the day of � by and between (i) I a with an address of (the "Mortgagee"); (ii) Rede..elop. ent Age_,.. of the City of San Bemardin , Economic Development Corporation- a nonprofit public benefit corporation, with an address of 201 North E Street, Suite 301, San Bernardino, California 92401 ("Landlord"), and (iii) Regal Cinemas, Inc., a Tennessee corporation,with an address of 7132 Regal Lane,Knoxville,Tennessee 37918(the"Tenant"). Preliminary Statement: A. Pursuant to that certain Lease(the"Lease")dated 2011,by and between Landlord and Tenant, Landlord has leased to Tenant a certain multiple-auditorium motion picture theatre building(the"Premises"),to be remodeled as provided in this Lease so as to contain approximately 70,200 gross square feet and approximately 65,791 leaseable square feet of main floor area, with between approximately 3,000 and 3,400 auditorium seats within °- approximately fourteen(14)auditoriums,located as part of the Theatre Square in downtown San N Bernardino,California(the"Center"). B. A legal description of the portion of the Center owned by Landlord is set forth on Exhibit A which is attached hereto and incorporated herein(the"Center Land"). A m C. Landlord owns fee simple absolute title to the Center Land pursuant to that certain deed recorded as Instrument No. in the official records of San Bernardino County,California. D. Pursuant to that certain Memorandum of Lease(the"Memorandum")recorded as y Instrument No. in the official records of San Bernardino County, a California, Landlord and Tenant memorialized the Lease of the Premises for the purpose of placing the matter of record. m a m E. Mortgagee is the holder and beneficiary of that certain mortgage, deed of trust or similar encumbrance between Landlord and Mortgagee(the"Mortgage"),recorded as Instrument U No. in the official records of in the official records of San Bernardino 0 County,California,which encumbers the Center Land. a w W F. Mortgagee, Landlord and Tenant desire to evidence their understanding with respect to the Mortgage and the Lease as hereinafter provided. F Now, therefore, in consideration of the mutual agreements hereinafter set forth, the c parties hereby agree as follows: m E L H 1. Meaning of Mortgagee. z a As used hereinafter,the term Mortgagee shall include the above identified Mortgagee and any assignees or successors of such Mortgagee with respect to the Mortgage. 2. Non-Disturbance. So long as Tenant is not in default(beyond any period given Tenant under the Lease to cure such default)in the payment of rent or other sums payable by Tenant under the Lease or in the performance of any of the terms,covenants or conditions of the Lease on Tenant's part to be performed: (a) Neither Tenant's right of possession of the Premises nor any other rights or privileges of Tenant under the Lease (including the Lease as extended or renewed in accordance with any option afforded Tenant in the Lease) shall be terminated, diminished or disturbed by Mortgagee for any reason whatsoever, including, without limitation, by virtue of SAWPFLLEa\2]0]n\443U.eaae-1(w 01-17-11id. Packet Pg.237 9.D.a any actions taken by Mortgagee in the exercise of any of its rights or remedies under the Mortgage or the indebtedness secured thereby; (b) The Lease shall not be terminated or affected by the exercise of any right or remedy provided for in the Mortgage, and Mortgagee hereby covenants and agrees that any sale of the Landlord's title to the property containing the Premises by Mortgagee pursuant to the exercise of any rights or remedies under the Mortgage or otherwise shall be made subject to the Lease and the rights and privileges of Tenant thereunder;and (c) In the event of foreclosure of the Mortgage,deed in lieu of foreclosure or other transfer of Landlord's right,title and interest in the property containing the Premises,such purchaser shall recognize and accept the Lease and Tenant's leasehold right,title and interest in the Premises. 3. Attornment (a) If the interest of Landlord shall be transferred to and owned by Mortgagee by reason of foreclosure, conveyance in lieu of foreclosure or other proceeding,or by any other manner, and Mortgagee succeeds to the interest of Landlord under the Lease, Tenant shall be -° bound to Mortgagee under all of the terms,covenants and conditions of the Lease for the balance N of the term thereof remaining and any extension thereof which may be effected in accordance with any option therefore afforded to Tenant in the Lease, with the same force and effect as if Mortgagee were Landlord under the Lease, and Tenant does hereby strum to Mortgagee as its Landlord,said attomment to be effective and self-operative without the execution of any further instruments on the part of either party hereto immediately upon Mortgagee succeeding to the interest of Landlord under the Lease. The respective rights and obligations of Tenant and Mortgagee upon such attornment,to the extent of the then remaining balance of the term of the Lease and any extensions and renewals thereof, shall be and are the same as set forth in the M Lease, it being the intention of the parties hereto for this purpose to incorporate the Lease into this Agreement by reference with the same force and effect as if set forth at length herein. y v N (b) If Mortgagee shall succeed to the interest of Landlord under the Lease, J _ Mortgagee shall be bound to Tenant under all the terms,covenants and conditions of the Lease, C. and Tenant shall, from and after Mortgagee's succession to the interest of Landlord under the d Lease,have the same remedies against Mortgagee for the breach of any agreement contained in W the Lease that Tenant would have had under the Lease against Landlord if Mortgagee had not U succeeded to the interest of Landlord;provided,however,that Mortgagee shall not(a)have any o monetary liability by offset against rent or otherwise for any act,omission,misrepresentation or a default of any prior Landlord arising out of facts and circumstances existing before Mortgagee's w succession to the interest of Landlord under the Lease,if such act,omission,misrepresentation or default of the prior Landlord then does not continue in effect, subject to the provision that N Mortgagee shall not be relieved in any way from any performance obligation of the Landlord under the Lease for the period from and after Mortgagee's succession to the interest of Landlord; or(b)be bound by any rent which Tenant paid to the prior Landlord for more than one(1)month E in advance,unless Mortgagee has received such rent from the prior Landlord;or(c)liable for the return of any security deposit to the extent it has not been received by Mortgagee from Landlord, =°• all subject to the provision that Tenant shall have the right(but not the obligation) to care any a default by Landlord which Landlord or Mortgagee does not cure within the applicable cure period and recover its reasonable costs therefor together with interest at the Default Rate(defined in the Lease)by off set against Rent as it comes due for payment. 4. Subordination of Lease. Tenant covenants,stipulates and agrees that the Lease is hereby subordinate in priority to the lien of the Mortgage (including any and all renewals, increases, modifications, extensions, substitutions,replacements and/or consolidations of the Mortgage). 5. Authorization by Landlord. Landlord authorizes and directs Tenant to honor any written demand or notice from Mortgagee instructing Tenant to pay rent or other sums to Mortgagee rather than Landlord (a "Payment Demand"),regardless of any other or contrary notice or instruction which Tenant may S:\WPFII.ES\2707D\443\L .5(ware 10-26-11)A. Packet Pg.232 receive from Landlord before or after Tenant's receipt of such Payment Demand. Tenant may _ rely upon any notice, instruction,payment demand, certificate, consent or other document from Mortgagee believed by Tenant to be genuine and signed by Mortgagee and shall have no duty to Landlord to investigate the same or the circumstances under which the same was given. Any payment made by Tenant to Mortgagee in response to a Payment Demand shall be deemed proper payment by Tenant of such sum pursuant to the Lease. 6. Miscellaneous. (a) No purported waiver by any party of any default by any other party of any tern or provision contained herein shall be deemed to be a waiver of such tern or provision unless the waiver is in writing and signed by the waiving party. No such waiver shall in any event be deemed a waiver of any subsequent default under the same or any other term or provision contained herein. (b) This Agreement sets forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporates all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written,between the parties relating to the subject matter of this Agreement other than those set forth herein. No representation or warranty has been made by or on behalf of any N party to this Agreement(or any officer,director,employee or agent thereof)to induce any other party to enter into this Agreement or to abide by or consummate any transactions contemplated F by any terms of this Agreement,except representations and warranties,if any,expressly set forth herein. No alteration, amendment, change or addition to this Agreement shall be binding upon any party unless in writing and signed by the party to be charged. rn d (c) Each and all of the provisions of this Agreement shall be binding upon and ee inure to the benefit of the parties hereto and their respective successors and assigns. It is M expressly understood and agreed that Tenant's successors and assigns may include such lender as may become the holder of a first lien on Tenant's right, title and interest under the Lease y pursuant to a Leasehold Mortgage, Security Agreement, Assignment of Rents and Leases and H Fixture Financing Statement granted by Tenant in favor of such lender in the event such lender succeeds to the interest of Tenant under the Lease in accordance with the terms of the Lease and A said Leasehold Mortgage. L) (d) Any consent,waiver,notice,demand,request or other instrument required G U or permitted to be given under this Agreement shall be in writing and be sent by certified or registered United States mail,return receipt requested,postage prepaid,or by overnight express delivery service,such as Federal Express,with the charges pre-paid,addressed: w If to Tenant: Regal Cinemas,Inc. iv 7132 Regal Lane Knoxville,Tennessee 37918 Attention:Real Estate Department m With a copy to: Herbert S.Sanger,Jr. E Wagner,Myers&Sanger,P.C. 1801 First Tennessee Plaza yR Knoxville,Tennessee 37929 Q If to Mortgagee: Attn: With a copy to: Attn: If to Landlord: Attn: With a copy to: _ C Attn: S:\WPFILES\2707D`443V.a 5(corns 10.2&11).d. Packet Pg.233 Any such consent, wavier, notice, demand, request or other instrument shall be deemed given upon receipt or upon the refusal of the addressee to receive the same as indicated on the return receipt. Any party may change its address for notices in the manner set forth above. (e) The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience,and do not define,limit,construe or describe the scope or intent of the provisions of this Agreement. (f) If any term or provision of this Agreement or the application thereof to any person, firm or corporation, or circumstance, shall be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons, firms or corporations, or circumstances other than those as to which it is held invalid, shall both be unaffected thereby,and each term or provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. (g) This Agreement shall be governed by and construed in accordance with the laws of the state in which the Premises is located. 0 (h) This Agreement may be executed in counterparts, each of which when y executed by the parties hereto shall be deemed an original and all of which together shall be deemed an original and all of which together shall be deemed the same Agreement. However,in no event shall Tenant be bound by this document until a fully executed,as-recorded,counterpart original is returned to Tenant's counsel at the address provided in Paragraph 6.4. R m IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed as of the day and year first above written. m Mortgagee: N a © N N N By: m a d Name: v 0 U Title: o a k W Landlord: Redevelopment Agency of the City of San Bernardino N Economic Development Corporation a nonprofit public body, corporate and politiebgggLA c corporation E s 0 By: y9 a Name: Title: Tenant: Regal Cinemas,Inc. a Tennessee corporation By: Name: CTitle: SAWPFn.ES\2]0]DW 3LL.a -5(.m 10-26-11).d. Packet Pg.234.,.. 9.D.a State of 1 as: County of ) On , 2011 before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person,or the entity upon behalf of which the person acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct. Witness my hand and official seal. My commission expires: Notary Public N C O u A t State of 1 ss: County of 1 On , 2011 before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed M the same in his/her authorized capacity, and that by his/her signature on the instrument the _ person,or the entity upon behalf of which the person acted,executed the instrument. y m I certify under PENALTY OF PERJURY under the laws of the State of that @ F� the foregoing paragraph is true and correct. m m Witness my hand and official seal. U O My commission expires: 0 Notary Public a x W N State of TENNESSEE ) as: v County of KNOX ) t u m Before me, a Notary Public of the County and State aforesaid, personally appeared a with whom I am personally acquainted,or proved to me on the basis of satisfactory evidence, and who, upon oath, acknowledged himself/herself to be the of Regal Cinemas, Inc., a Tennessee corporation, the within named bargainer,that he/she as such officer executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself/herself as such officer, and that he/she was duly authorized thereunto by the board of directors of such corporation. Witness my hand and official seal at office in Knox County,Tennessee,this day of ,2011. My commission expires: V Notary Public SAWPFMES\270M M3�5(w s 10-261 1).doc Exhibit G Landlord Estoppel Certificate (Lease Section 19.01) N c 0 J R N C R F a N R d J A W W m m M lY N N w R R >T a U 0 U 0 Q W N C N L U R Q S:\WFFILES\2707D\443\T----5(wms 10-26-1 1).d. Packet Pg.236 Landlord Estoppel Certificate ,.,,.. This Landlord Estoppel Certificate ("Certificate") is executed as of the day of by Redevelopment A.-.._..y of the City of San Bernardino;e-publie Economic Development Corporation, a nonprofit puhlic benefit corporation (the"Landlord"), for the benefit of Regal Cinemas, Inc., a Tennessee corporation (the "Tenant") and Tenant's lender, a (along with any person or party who holds an interest in the Leasehold Mortgage defined below, the "Lender"), as administrative agent, and the assignees and successors of Tenant and Lender (including any holder of an interest in the Leasehold Mortgage defined below). Preliminary Statement: A. Pursuant to that certain Lease(the"Lease")dated 2011,by and between Landlord and Tenant,Landlord has leased to Tenant a certain multiple-auditorium motion picture theatre building(the"Premises"),to be remodeled as provided in this Lease so as to contain approximately 70,200 gross square feet and approximately 65,791 leaseable square feet of main floor area, with between approximately 3,000 and 3,400 auditorium seats within °- approximately fourteen(14)auditoriums,located as part of the Theatre Square in downtown San y Bernardino,California(the"Center") B. A legal description of the portion of the Center owned by Landlord is set forth on A Exhibit A which is attached hereto and incorporated herein(the"Center Land"). A C. Landlord owns fee simple absolute title to the Center Land pursuant to that certain deed recorded as Instrument No. in the official records of San Bernardino m County,California. D. Pursuant to that certain Memorandum of Lease(the"Memorandum")recorded as w Instrument No. in the official records of San Bernardino County, California, Landlord and Tenant memorialized the Lease of the Premises for the purpose of J placing the matter of record. m m E. Tenant intends to enter into a leasehold mortgage(or the applicable equivalent), assignment of leases and rents, security agreement and fixture filing (as amended, restated, renewed, modified or supplemented, the "Leasehold Mortgage") in favor of Lender, g encumbering Tenant's leasehold interest in the Premises(the"Leasehold Interest")and Tenant's a title to its fiuniture, fixtures, equipment and personal property within or about the Premises(the w "Collateral"). N F. The Leasehold Mortgage will secure Tenant's obligations under a certain credit agreement (as it may be amended, restated, renewed, modified or supplemented from time to time,the"Loan Agreement")by and between Tenant and Lender,including Tenant's obligation m to repay that certain loan made by Lender to Tenant pursuant to the Loan Agreement the t "Loan"),and Lender also may require from Tenant the grant of a pledge of Tenant's stock. a Now,Therefore,Landlord,knowing that Lender will rely on this Certificate in accepting the Mortgage and in making the Loan, and for good and valuable consideration, hereby states, certifies,confirms,acknowledges,represents,warrants and agrees as follows: 1. Landlord owns fee simple title to the parcel of land which contains the Premises and has the right to lease the Premises to Tenant in the manner provided in the Lease. Pursuant to the Lease, Landlord has leased the Premises to Tenant. As of the date of this Certificate, Tenant constitutes the sole"Tenant"under the Lease. 2. A copy of the Lease and all amendments and supplements thereto are attached hereto and made a part hereof as Exhibit B which exhibit constitutes a true and correct copy of the Lease and all amendments and supplements thereto and also constitutes the entire agreement of Landlord and Tenant with respect to the subject matter thereof. SAWFUX&VOM14431.uae-5(wine 10-2611).dc 3. The initial Rent Tenn of the Lease commenced on the Rent Commencement Date (as defined in the Lease)which was . The first Rent Year(as defined in the Lease)began on the Rent Commencement Date. The term of the Lease shall end on the last day of the Tenth (10th) Rent Year, unless extended. Tenant has four(4)options to extend the term for periods of five(5)years each,followed by one(1)option to extend for four(4)years. 4. The Lease has not been supplemented,modified or amended(orally or in writing) except pursuant to the documents identified above and attached hereto as part of Exhibit B.The Lease is valid and in full force and effect, in accordance with its terms, on the date hereof The Lease has not been surrendered, canceled, terminated or abandoned, whether in writing or pursuant to a purported oral surrender, cancellation, termination or abandonment. Landlord has not commenced any pending action or sent any presently effective notice to Tenant(or received any presently effective notice from Tenant) for the purpose of cancelling or terminating the Lease. Landlord presently has no basis for cancellation or termination of the Lease.All rent due as of the date hereof under the Lease has been paid through the date hereof. To the best of Landlord's knowledge, Tenant is not currently in default under the Lease, and, to the best of Landlord's knowledge,no condition exists that,with the giving of notice or the passage of time, or both,would give rise to a default under the Lease. 0 S. Landlord agrees that Tenant may grant the Leasehold Mortgage to Lender and/or N pledge its capital stock in favor of Lender,without being in default under the Lease. 6. No action or agreement hereafter taken or entered into by Tenant to cancel, surrender,amend or modify the Lease shall bind Lender or affect the lien of Lender,without the prior written consent of Lender, except for any lease modification or amendment that does not: rn (A)increase any amount of rent or other charge payable pursuant to the Lease; (B)decrease the size of the Premises; (C) alter any of the rights or privileges of Lender or obligations by Landlord or Tenant to the Lender as now provided in the Lease,the Mortgage,this Certificate or by applicable law;(D)impose upon Tenant a greater burden than imposed by the Lease as it now — exists with respect to maintenance, repair or re-construction of the Premises; (E) change, either y ® by increase or decrease, the length of the tern of the Lease(including the tern as extended by any options provided in the Lease); or (F) enable a lien against the Leasehold Interest or the J Collateral with superiority over the Leasehold Mortgage or the lien of Leasehold Mortgage. A m rc 7. If Landlord gives any notice, demand, election or other communication � 0 (collectively,"notices")to Tenant under the Lease,Landlord shall simultaneously give a copy of � each such notice to Lender at the address designated by Lender. All copies of notices shall be g given and deemed received in the manner contemplated by the Lease. No notice by Landlord to a Tenant shall bind or affect Lender unless Landlord also gives a copy of the notice to Lender w" pursuant to this section.Lender's address for the purpose of notices is: N C a In the case of an assignment of the Leasehold Mortgage or change in address of Lender,the s assignee or Lender,by written notice to Landlord,may change the address to which copies of = notices are to be sent. Q 8. Prior to Landlord's exercise of any of its remedies under the Lease for default under the Lease by Tenant, including, if applicable, terminating the Lease or Tenant's right of possession of the Premises,Lender shall have the right to remedy the default of Tenant under the Lease, or to cause the subject default under the Lease to be remedied,within the time period, if any,offered under the Lease for Tenant to do so,plus an additional ten(10)days,in the case of a monetary default or an additional thirty (30) days, in the case of a non-monetary default. Landlord shall not serve a notice of election to terminate the Lease, or otherwise terminate the Leasehold Interest of Tenant in the case of a non-monetary default that Lender cannot practicably cure without taking possession of the Premises,as long as Lender proceeds diligently to obtain possession of the Premises as mortgagee (including possession by a receiver), and, upon obtaining such possession,proceeds diligently to cure such default. 9. Landlord agrees to accept any required Tenant performance from Lender as if Tenant had tendered such performance,provided, however,that unless Lender otherwise agrees SAWPFn.ES�707DWBVS 5(coma 10-26.11).doc in writing, any performance or partial performance by Lender under the Lease shall not constitute an assumption by Lender of Tenant's obligations thereunder. 10. The exercise and non-exercise of remedies under the Leasehold Mortgage is solely at the election of Lender. If Lender elects to exercise any of such remedies by reason of Tenant's default under the Lease or the Leasehold Mortgage, Lender is not obligated to pursue such remedies. 11. In the event of termination of the Lease for any reason other than expiration of the lease term, including any termination on account of a rejection under the Federal Bankruptcy Code, Landlord shall notify Lender that the Lease has been terminated, and shall deliver a statement of all amounts that would at that time be due under the Lease from Tenant but for such termination,and of all other defaults of Tenant,if any,under the Lease then known to Landlord. Lender shall thereupon have the option to obtain a new lease for the Premises from Landlord in accordance with and upon the following terms and conditions: (A) Upon the written request of Lender,given to Landlord within 30 days after Landlord's notice to Lender that the Lease has been terminated, Landlord shall enter into a new lease of the Premises (the "New Lease") with Lender or a Designated Assignee. "Designated Assignee"means any individual or entity which as of the effective date of the New Lease either: N (1) operates movie theatres with a combined total number of auditoriums of no less than two hundred (200), with at least one hundred (100) of such auditoriums located in the State of California, or (2) in connection with the assignment of the Lease, is acquiring a majority of Tenant's movie theatres in the state in which the Premises is located. m m (B) The reasonable costs for the process of preparing and entering into the New Lease shall be that of the tenant named therein (the "Subsequent Tenant'), which Subsequent Tenant shall be either Lender or the Designated Assignee. The New Lease shall be effective as of the date of termination of the Lease,and shall be upon identical terns as the terms of the Lease. The New Lease shall require the Subsequent Tenant to perform as due for m performance any unfulfilled obligation of Tenant under the Lease that is reasonably susceptible y of being performed by the Subsequent Tenant. Upon the execution of the New Lease, the J Subsequent Tenant shall pay to Landlord: (i) all sums that would at the time of the execution A thereof be due under the Lease but for such termination; and (ii) all reasonable expenses, including reasonable counsel fees and court costs incurred by Landlord in connection with terminating the Lease and entering into the New Lease, provided that such expenses shall not exceed,in the aggregate,the sum of One Thousand Dollars($1,000.00). o a 12. Lender may, without Landlord's consent, foreclose the Leasehold Mortgage, w accept an assignment of Tenant's interest in the Lease in lieu of foreclosure of the Leasehold Mortgage or cause the assignment of Tenant's interest in the Lease to a Designated Assignee in H lieu of foreclosure of the Leasehold Mortgage,pursuant to the Loan Agreement or any applicable law. c v E 13. Upon the exercise of any of the remedies contained in the Leasehold Mortgage, r, such that Lender forecloses upon, sells, transfers or otherwise terminates Tenant's Leasehold Interest,Landlord agrees that any transfer of Tenant's interest in the Lease shall not terminate the a Lease,but the Lease shall be fully assignable to Lender or a Designated Assignee. Lender may also take ownership of,or retlansfer,the capital stock of Tenant. 14. Except for the period of time during which Lender is actually the owner of Tenant's interest in the Lease,Lender shall not be liable to perform any of Tenants obligations under the Lease. If Lender at any time holds Tenant's interest under the Lease or is the tenant under any New Lease entered into in replacement of the Lease, then,upon any sale,transfer or assignment thereof by Lender to a Designated Assignee,such transfer shall automatically release Lender from any liability under the Lease or,as the case may be,the New Lease,occurring after the date of such sale,transfer or assignment. 15. Landlord hereby consents to Tenant's grant to Lender of a security interest in the Collateral and recognizes that every right that Landlord now has or hereafter may have,either to levy upon the Collateral or to claim or assert title to the Collateral, whether under the Lease or the laws of the state in which the Premises is located, or under any applicable federal, state, SAWPFRYSm2707n443\rraso-5(.m 10-26.11). o Packet Pg.239 municipal or local law,ordinance or otherwise,or under any mortgage now in effect or hereafter executed, whether by reason of a default under the Lease or otherwise, shall be subject and subordinate in every respect to all of the terms, provisions and conditions of the Leasehold Mortgage (provided such terms do not alter the terms of the Lease) and to Lender's security interest in the Collateral. 16. Landlord agrees that it will not assert against the Collateral any statutory o possessory lien, including, without limitation, rights of levy or distraint for rent, all of which it hereby waives. Landlord agrees that if Tenant defaults on its obligations to Lender and, as a result,Lender looks to the Collateral,Landlord will not hinder Lender's actions in assembling all of Tenant's Collateral located on or about the Premises, will permit Lender to remove the Collateral from the Premises without charge and will not hinder Lender's actions in enforcing its lien on the Collateral. 17. The agreements contained in this Certificate may not be modified or terminated orally and shall be binding upon the successors,assigns and personal representatives of Landlord and upon any successor owner or transferee of Landlord's title to the property containing the Premises. c 0 18. This Certificate may be relied upon by Lender,any assignee of the Lease,and any N title insurance company,and shall bind the successors and assigns of Landlord. Witness the signature of the Landlord as of the date first above set forth herein. A v J LANDLORD: o, m o: Redevelopment Agene of!be City of San Bernardino m Economic Development Cnrmoration n a nonprofit public body, eaEpeFate and politiebvngM corporation � m ® m N By: A Name: w Its: U O U State of 1 0 as: a County of ) w On , 2011 before me, , personally appeared N who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the E person,or the entity upon behalf of which the person acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of that a the foregoing paragraph is true and correct. Witness my hand and official seal. My commission expires: Notary Public SAWPHLEM2707M4431Le 5(coma 10-26.11).dm Packet Pg.240 Exhibit H Memorandum of Lease (Lease Section 23.11) N c 0 u n N C N F- a N N N J m N W b M N d N N F Df a K U U 0 Q x W N C N E r u m Q SAWPFILES,2707DW430. -5(w s W-26-1 1).doc Packet Pg.241 9.D.a Memorandum of Lease This Memorandum of Lease is made and entered into as of the day of 2011, by and between Redevelopment Ageney ef the City ef San Bernardino, - -°LO- `°-' — and __r"ie Economic Development Corporation- a nonprofit public benefit corooratio , with an address of 201 North E Street, Suite 301, San Bernardino, California 92401 ("Landlord"), and Regal Cinemas, Inc., a Tennessee corporation (the"Tenanf')with an address of 7132 Regal Lane,Knoxville,Tennessee 37918. Preliminary Statement: A. Pursuant to that certain Lease(the"Lease")dated _,2011,by and between Landlord and Tenant, Landlord has leased to Tenant a certain multiple-auditorium motion picture theatre building(the"Premises"),to be remodeled as provided in this Lease so as to contain approximately 70,200 gross square feet and approximately 65,791 leaseable square feet of main floor area, with between approximately 3,000 and 3,400 auditorium seats within approximately fourteen(14)auditoriums,located as part of the Theatre Square in downtown San Bernardino,California(the"Center") 0 B. A legal description of the portion of the Center owned by Landlord is set forth on h Exhibit A which is attached hereto and incorporated herein(the"Center Land"). C. Landlord owns fee simple absolute title to the Center Land pursuant to that certain A deed recorded as Instrument No. in the official records of San Bernardino j County,California. v D. Landlord and Tenant,pursuant to Section 23.11 of the Lease,hereby execute this Memorandum of Lease for the purpose of memorializing the lease of the Premises from Landlord to Tenant pursuant to the terms of the Lease, and desire to have this Memorandum of Lease recorded in order to give constructive notice of Tenant's leasehold interest in the Premises W pursuant to the Lease. w Now, Therefore, in consideration of the foregoing premises and mutual covenants set A forth in the Lease, and for other good and valuable consideration, the mutuality, receipt and d sufficiency of which are hereby acknowledged,Landlord and Tenant agree as follows: U O V 1. Lease of Premises. Landlord leases to Tenant, and Tenant leases from Landlord,the o Premises for the term set forth in Section 2 hereof at the rental and upon the covenants and a conditions as set forth in the Lease, which Lease is by this reference incorporated herein and w made a part hereof as fully as if set forth herein at length. N 2.Term. The Rent Term of the Lease will commence on the Rent Commencement Date (as defined in the Lease)and shall end on the completion of the tenth(10th)Rent Year after the Rent Commencement Date,but the term shall be subject to extension by Tenant. Tenant has four E (4) options to extend the term for periods of five (5) years each, followed by one(1) option to extend the term for a period of four(4)years,resulting in a total potential term of approximately =°• thirty-four(34)years. a 3.Lease Provisions. The lease of the Premises from Landlord to Tenant is subject to all the terms,covenants and conditions set forth in the Lease. 4. Common Areas and Parking Retention Areas. The Lease grants to Tenant and its employees,customers,patrons and invitees a non-exclusive right of use of all of the automobile parking areas,drive lanes,entrance and exit ways and other Common Areas of the Center. The Common Areas are more specifically defined in the Lease,but (without limitation) include the following areas located outside the Center: (a)all parking spaces located within the Central City Mall parking garage(the"Mall Garage"),as shown on the Site Plan;and(b)all parking spaces within the CalTrans parking garage(the"CalTrans Garage"),as shown on the Site Plan. 5.Exclusive. Section 23.14 of the Lease provides as follows: SAWPFUESWOM\443\Ceeu 5(..10-26-11).dm I (a) Center Exclusive Right. Throughout the Rent Term, TENANT shall have the exclusive right within the Center to operate a motion picture theatre or otherwise display a motion picture image on any media, regardless of the technology involved, including without limitation multiple dimension, motion simulation and virtual reality processes, a part of which processes includes depicting images on a screen of some type,and LANDLORD shall take all action necessary to prevent the operation of any other motion picture theatre business and any exhibition of motion pictures within the Center(the "Center Exclusive Right'). This Center Exclusive Right does not preclude the operation within the Center by others of a video arcade with game machines and does not preclude restaurants or retailers on an incidental basis from permitting the restaurant or store customers to view televisions and other like media without charge. (b) Adjacent Mall Restriction. LANDLORD is the fee simple owner of that certain shopping center located across 4th Street from the Center known as Central City Mall (the "Adjacent Mall"). Throughout the Rent Term, neither LANDLORD, nor its successors, assigns, affiliates, licensees, tenants, undertenants,nor any other person or entity having a right to use or occupy all or any portion of the Adjacent Mall, shall be permitted to lease, license, operate or °- otherwise permit all or any portion of the Adjacent Mall for the operation of a N N motion picture theatre or the display of a motion picture image on any media, regardless of the technology involved, including without limitation multiple dimension, motion simulation and virtual reality processes, a part of which q processes includes depicting images on a screen of some type,and LANDLORD shall take all action necessary to prevent the operation of any other motion picture theatre business and any exhibition of motion pictures within the Adjacent Mall (the "Adjacent Mall Restriction"). This Adjacent Mall Restriction does not preclude the operation within the Adjacent Mall by others of a video arcade with M game machines and does not preclude restaurants or retailers on an incidental basis from permitting the restaurant or store customers to view televisions and W other like media without charge. (c) City Restriction. LANDLORD has determined that,in the interest—� of protecting and enhancing the general welfare of the people of the City of San d Bernardino, the creation of a theater district in the downtown area will further Cr U such interest. LANDLORD has determined that the creation of a special theater � U district will alleviate blight and urban decay in the downtown area,and will assist o LANDLORD in revitalizing the downtown area by attracting customers to the a theaters and, concomitantly, to the restaurants and other retail businesses w contemplated for such a theater district. Therefore,pursuant to the Development Agreement and the ordinances referenced in the Development Agreement, the H City has covenanted to TENANT that from the Effective Date until the expiration or termination of the Rent Term, the City shall neither entitle nor approve any other cinema project or cinema theater within the municipal boundaries of the E City that has a seating capacity in any single motion picture theatre(regardless of o the number of auditoriums) equal to more than two hundred (200) seats nor having any auditorium for the presentation of recorded movie productions of a a square footage greater than three thousand (3,000) square feet, without the prior written consent of TENANT to be granted or withheld in TENANT's sole discretion (the "City Restriction"). Any circumstance which violates the City Restriction(as above-described)shall be deemed a breach by LANDLORD under this Lease,entitling TENANT to all rights and remedies for breach in addition to all other rights and remedies provided by this Lease(including without limitation that provided in Section 23.14(d)). (d) Exclusive Right Inconsistency. If any event, circumstance or condition occurs which is not consistent with either the Center Exclusive Right, the Adjacent Mall Restriction or the City Restriction (any such being referred to as an "Exclusive Right Inconsistency"), in addition to all other rights and remedies the TENANT may have, then: (1) for the period commencing on the E first day of the calendar month during with the Exclusive Right Inconsistency V starts and extending to the last day of the calendar month during which the SAWPWLES\2709D\443\1e 5(wm 10-26-1 n.d. Exclusive Right Inconsistency ends,TENANT shall be relieved of any obligation to pay Base Rent and Percentage Rent, and instead TENANT shall be obligated to pay to LANDLORD Special Rent for such period of Exclusive Right Inconsistency,with such Special Rent payable as provided in Section 5.03(c);and (2) at any time during the period of the existence of the Exclusive Right Inconsistency, TENANT shall have the right to terminate this Lease without further obligation under this Lease effective as set forth in written notice from TENANT to LANDLORD. IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum of Lease as of the date first above written. LANDLORD: Redevelopment 1....ney of the City of San Bernardino Economic Development Coroorationa nonprofit public `ed5, eefpefate and corporation c 0 u By: N Name: A Its: m State of ) m County of ) m m On , 2011 before me, , personally appeared who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed h the same in his/her authorized capacity, and that by his/her signature on the instrument the — person,or the entity upon behalf of which the person acted,executed the instrument. w ® I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct. Witness my hand and official seal. , m v My commission expires: rr Notary Public o 0 TENANT: a x w Regal Cinemas,Inc. a Tennessee corporation ry By: Print- E Its: U State of TENNESSEE ) County of KNOX ) a Before me, a Notary Public of the County and State aforesaid, personally appeared with whom I am personally acquainted,or proved to me on the basis of satisfactory evidence, and who, upon oath, acknowledged himself/herself to be the of Regal Cinemas,Inc.,a Tennessee corporation,the within named bargainer, that he/she as such officer executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself/herself as such officer, and that he/she was duly authorized thereunto by the board of directors of such corporation. Witness my hand and official seal at office in Knox County,Tennessee,this day of ,2011. My commission expires: Notary Public \/ SdWPFI ES @7071A4434e 5(w s 10-26.11).dm Packet Pg.244 Exhibit I Common Areas Work Schedule {� (Lease Section 3.01) 0 u m w c A F u m u J R D7 d m b R' fA N N m F W d U L) U O Q X W N C E E r u Q SAWPPILES\2707UA43LLe 5(wms 10-26.11).dx Packet Pg.245 Exhibit J Former Theatre Space Work Schedule (Lease Section 3.01) N C O U F N C N F a N F d J F T N CY M N' M N N N A m 01 v K U U 0 Q W N C a E r U R Y+ Q SAWPFD.ES2]0]DM3\Ceax-5(wms 10.26-11).d. Packet Pg.246 Exhibit K DCIP Eani"NAl li.eace Secfinn 21.011 'm c 0 U F N C N F d N d J R m d CY d M LY N d N d Q1 d U U 0 Q X W N C d E L U A Q S:\WP SQ707M443U.aso-5(wma 10-26.11).d. Packet Pg.247 Document comparison by W orkshare Professional on Wednesday,October 26,2011 4:47:38 PM Input: Document 1 ID file://S:AWPFILES\2707DA443\Leasc-4B(wms 08-16-11).doc Description Lease-413(wms 08-16-11) ocument 2 I file://S:\WPFILES\2707D\443\Lease-5(wms 10-26-11).doc Description Lease-5(wms 10-26-11) Rendering set Unsaved rendering set IniatiQn Peletien Moved--frem Moved to Style change ;, Format change Moved deletion U N C Inserted cell r Deleted cell v N A Moved cell J Split/Merged cell m m Padding cell w m m n Count v Insertions 79 v Deletions 52 J m Moved from 0 Moved to 0 0 Style change 0 0 Fonnatchanged I x Total changes I w N � C 1 E j r N 1 a 1 I 1 Packat Pg.248 I DOC ID: 1368 F CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Agreement/Contract From: Emil A. Marzullo M/CC Meeting Date: 11/21/2011 Prepared by: Lorraine Wyche, (909)663- 1044 Dept: Economic Development Agency Ward(s): I Document History: Wasana A. Chantha Skippedl l/07/2011 11:42 AM Teri Baker Skipped l 1/07/2011 11:42 AM Timothy J. Sabo Completed 11/07/2011 11:43 AM Lori Tillery Skippedl 1/07/201111:45 AM prev reviewed by finance Emil A. Marzullo Completed 11/07/2011 11:46 AM Financial Impact Review Skipped l 1/07/2011 11:46 AM CDC item Assistant City Manager ReviewCompletedl 1/15/2011 11:16 AM Stephen R. Onstot Rejected I 1/16/2011 11:20 AM incomplete contract (exhibits missing); unenforceable wage provisions, vague as to whether "first class theatre" means 'only show first-run movies"; no prior development agreement, which is a contingency, no CEQA compliance as required prior to binding city action; inconsistent with existing and proposed amendments to Iriland Center Mall Development Agreement.suggest this item be deferred pending resolution of legal issues. Senior Assistant City Attorney Review Pending City Attorney Review Pending City Manager Review Pending City Clerk Pending Mayor and Common CouncilCompleted11/21/2011 10:54 AM Entered Into Rec, at MCC/CDC Mfg. n 21/ir by. �vu , �. f'��,.,.. R .✓ Agenda m No. QD by, City Cler DC Secretary City of San Bernardino ►I�zr�rr Updated: 11/17/2011 by Linda Sutherland F a_ D Page 1 Stephen Onstot From: Stephen Onstot Sent: Wednesday, November 16, 2011 9:36 AM To: James Penman; Stephanie Easland; Henry Empeno Subject: Regal Lease/agnda item for 11/21 Council Meeting Because the proposed Regal Lease is in excess of 90 pages and recently received for our review/approval, 1 thought I would provide some bullet points of my concerns so as to expedite our review. 1. The SBEDC, not the City, is the lessor. This is due to the transfer of RDA property to SBEDC earlier this year. As such,the SBEDC Board, not the City Council is the approval body for the lease. This means the lease never needs to come before the Council, and I think it does here purely for transparency sake because the votes to approve are already present on both the Council and SBEDC Board. 2. The lease has not passed through the RDA Committee (Brinker, Marquez, and Johnson) 3. The permitted use of the facility is for a "first-class motion picture theatre." There is no provision stating that Regal will show"first run movies." (Section 8.01) 4. In the accompanying Development Agreement, the City and future City Councils agree not to enact a living wage ordinance for the term of the lease. Although I have not researched this provision specifically, it is my understanding that generally-speaking a city cannot contract away its future legislative powers. (Section 1.08) 5. The lease term is 10 years with options to extend. After 5 years, if the annual box office receipts are$2.5 million or less, Regal can terminate unless the SBEDC "cures" by paying Regal the difference. (Section 4.04) 6. The theatre may not be named "Regal." It could be named any other trade name, including "Edwards." I am not an expert in Regal's operations, but I do know that Regal owns Edwards, and in Ventura County,first—run movies are shown in Regal theatres, and second-run movies are shown in Edwards theatres. (Section 8.01(c)) 7. Regal may use the theatre for live performances....e.g. concerts. (Section 8.01(a)) 8. Popcorn sales are prohibited throughout Theatre Square except in Regal theatre. (Section 8.06(a)). This means other entertainment and food establishments in Theatre Square may not sell popcorn. (Section 8.06(a)) 9. Sale of concession items, such as soft drinks, pizza and hot dogs, are prohibited throughout Theatre Square except in Regal theatre EXCEPT in sit down restaurants. Regal has approval rights for any restaurant/specialty shops that are not national or regional chains. This may preclude any small, local businesses from operating in theatre Square. (Section 8.06(b)) 30. Regal my assign the lease to another movie theatre operator( who may run second-run movies) without SBEDC consent. (section 15.01((a)) 11. Regal may license or sublet auditoriums. There are no use restrictions specified. (Section 15.05) Do we want the possibility of a rave in theater Square? 12. As stated in the companion Development Agreement,the City shall neither entitle nor approve any other movie theatre within the city limits with (1) seating capacity of over 200,or(2) more than 3000 square feet absent prior approval by regal (in its sole discretion). If the City does this, it is deemed a breach of the lease by SBEDC. (Section 23.14(c)) I think the Development Agreement should be considered prior to,or concurrently with,the lease, for if the lease is entered into and the DA not approved (or is modified as to certain of its terms),SBDEC may be in breach of such lease. 13. Exhibits A-D, I and J are missing. These include site plan and layout of the project, plus specific scopes of work to be performed by the parties. It makes no sense to approve a partial document. 14. Cumulatively, in my view, the lease is very favorable to Regal, which undertakes minimal risk (primarily in the area of interior tenant improvements). I think the odds are high that SBEDC will windup subsidizing regal, with Regal asserting a substantial amount of control over the siting of other businesses in theater Square. Steve t A T Page 1 of 1 James Penman From: Stephen Onstot Sent: Thursday, November 17, 2011 11:10 AM To: James Penman; Stephanie Easland; Henry Empeno Subject: Regal Lease/ Inland Center Mall DA Amendment Tim Sabo has proposed changing the Inland Center Mall Development Agreement Amendment's (DA) language regarding "first run movie theatre" to the terminology in the Regal Lease (i.e.first class movie theatre) and defining "first class" in the DA, but not the Regal Lease,to mean only showing first run movies. There are two problems with this: 1. Inland Center Mall opposes the language change in the DA and will send Tim a letter to that effect and speak against it at Monday's Council meeting. 2. Because "first class" is not defined in the Regal Lease to mean showing only first-run movies, Regal still has the ability to show second-run movies. I have spoken with Henry on this as well as Mark Ostoich (representing the mall). Apparently Tim's proposed changes are a reversal of what Emil,Tim and Mark had negotiated earlier. The Council must be made aware of this, as well as the fact that the City may get sued by the Mall for bringing in Regal in violation of the City/Mall Development Agreement. Finally, on further review of the Lease issue, I think there are significant CEQA issues that need to be addressed, because by"recommending" approval of the Regal Lease to the SBEDC, the City is, for all practical purposes, committing itself to approving the related Development Agreement that has not yet begun to go through the administrative/public hearing process. If the City does not approve the Development Agreement, the SBEDC will be in breach of the Regal Lease. AGENDA SPECIAL MEETING BOARD OF DIRECTORS OF THE SAN BERNARDINO ECONOMIC DEVELOPMENT CORPORATION (SBEDC) MONDAY,NOVEMBER 21,2011—5:00 P.M. (OR IMMEDIATELY UPON CONCLUSION OF THE CITY COUNCIL MEETING) CITY HALL COUNCIL CHAMBERS 300 NORTH"D"STREET SAN BERNARDINO, CA 1, Call to Order— President, Mayor Patrick Morris 2. Introduction of Directors (if attending from County, School District and Chamber of Commerce) 3. Approval of Minutes—None to approve at this meeting 4. Public Comments: A three-minute limitation shall apply to each member of the public who wishes to address the SBEDC on a matter on the agenda. No comments are taken on non-agenda items. No member of the public shall be permitted to"share" his/her three minutes with any other member of the public. (Usually any items heard under this heading are referred to staff for further study, research, only comments on agenda items, completion and/or future SBEDC action). 5. Regal Lease a. That the San Bernardino Economic Development Corporation Board of Directors authorize the execution of the Regal Lease and the Funding Agreement subject to all inconsistencies among documents being resolved and presented to this Board of Directors for final action within 30 days and subject to the Regal Lease not being enforceable against the SBEDC until all such inconsistencies are satisfactorily resolved and approved by this Board of Directors 6. Yavitz Companies, Inc. -Exclusive Right to Negotiate a. That the SBEDC Board of Directors approve and authorize the execution of an Exclusive Right to Negotiate with Yavitz Companies, Inc. for the easterly and southerly four (4) vacant theaters in Cinema Building located at 450 North"E"Street, San Bernardino. 7. Adjournment i Next Regular Meetings: Our regularly scheduled meeting is Thursday, November 24, 2011; however, the Agency/City Hall will be closed in observance of the Thanksgiving Holiday so there will be no meeting. December 8, 2011 at 4:00p.m. or immediately upon conclusion of the Redevelopment Committee Meeting in the Economic Development Agency Board Room. 1 SAN BERNARDINO ECONOMIC DEVELOPMENT CORPORATION STAFF REPORT DATE: November 18,2011 TO: San Bernardino Economic Development Corporation Board of Directors FROM: Emil A. Marzullo, Chief Executive Officer SUBJECT: Regal Lease Recommendation: That the San Bernardino Economic Development Corporation Board of Directors authorize the execution of the Regal Lease and the Funding Agreement subject to all inconsistencies among documents being resolved and presented to this Board of Directors for final action within 30 days and subject to the Regal Lease not being enforceable against the SBEDC until all such inconsistencies are satisfactorily resolved and approved by this Board of Directors. Background: On October 29, 1996, the Redevelopment Agency of the City of San Bernardino (the "Agency") and MDA-San Bernardino Associates, LLC, entered into a Disposition and Development Agreement (1996-DDA) for the development, construction, improvement, and financing of a multi-screen cinema complex and related common area improvements. In 2001, with the downtum in the cinema industry, the Agency purchased the theater building(located at 450 North"E" Street) from MDA, together with the existing tenant lease with CinemaStar Luxury Theaters, Inc. ("CinemaStae), for $10,000, On September 28,2008, CinemaStar ceased operations. On November 7, 2008, the Agency filed an unlawful detainer action with the Superior Court of California which held CinemaStar to be in default of the terms of their lease,declared the lease to be i terminated and granted possession of the multi-screen cinema complex (the "20-Plex") to the Agency as of December 1,2008. i On December 15, 2008, the Mayor and Common Council of the City of San Bernardino (the "Council") consented to the disposition of the 20-Plex to Maya North America ("Maya") and the Community Development Commission of the City of San Bernardino (the "Commission") approved the sale of the 20-Plex and authorized the Interim Executive Director of the Agency to execute the 2008 Disposition and Development Agreement (the "2008 DDA") by and between the Agency and Maya. i P.ldgenda9SSED BEDCSFOReN"62011111-21-11 ReggL4 SeSRdw SBEDC Board of Directors Agenda Meeting Date: 11/21/11 Item No: S SBEDC Board of Directors Agenda Regal Lease Page 2 On February 2, 2009,the Council authorized the submittal of a U.S. Department of Housing and Urban Development ("HUD") Section 108 Loan Guarantee Application (the "HUD Loan Application"), on March 6, 2009, the Community Development Citizens Advisory Committee recommended to forward the Pre-Application for the HUD Loan Application for the re-finance and rehabilitation Project to the Council for approval, and on April 6, 2009, in a Public Hearing, the Council approved and authorized the submittal of the HUD Loan Application for Maya to HUD. The HUD Loan Application was submitted to HUD and the Agency received HUD's approval on September 25,2009. On May 18, 2009, the Commission approved Amendment No. 1 to the 2008 DDA extending the close of escrow deadline from July 1, 2009 to October 30, 2009, due to unforeseen delays in the Agency obtaining legal possession of the building and its contents, HUD's review and approval of the HUD Loan Application, and Maya securing its financing as stated and outlined in the 2008 DDA. Maya's continued difficulty with securing financing for the re-opening of the 20-Plex lead to the termination of the 2008 DDA on April 15,2010. Between the months of May and September in 2010,the Agency received 8 proposals for development of the 20-Plex. The Agency vetted each proposal and upon approval by the Commission in closed session, the Agency was directed to negotiate with Regal Entertainment Group("Regal"). Regal operates the largest and most geographically diverse theater circuit in the United States, consisting of 6,745 screens in 546 theaters in 38 states and the District of Columbia. In fiscal year ending December 2009, Regal had an annual attendance over 244 million. Regal's operating downtown cinemas range from Los Angeles to Knoxville,Tennessee. Regal is a publicly traded company listed on the New York Stock Exchange and its financial strength is testament to backing its lease commitments. Regal focuses on enhancing its position in the motion picture exhibition industry by distributing value to stockholders, realizing selective growth opportunities through new theater construction, expanding and upgrading its existing asset base with new technologies, and capitalizing on prudent industry consolidation opportunities. On November 30, 2010, Regal and the Agency executed a Letter of Understanding and negotiations commenced on the leasing of the fourteen(14)of the 20 theaters in the Cinema. It is proposed that Regal, as Lessee, will enter into a Lease Agreement with the San Bernardino Economic Development Corporation (the "SBEDC" as successor in property interest), as Lessor, for the development and reuse of fourteen (14) of the existing twenty (20) theaters within the Cinema building. It is anticipated that the Cinema will be opened by the end of the first half of 2011. Additionally, the SBEDC proposes to lease or sell four(4) of the remaining six(6) theaters to private developers and/or commercial/retail operators and to retain two (2) theaters as possible ancillary space for the California Theatre and a small format performance theater. PUgeMi"BED SBEWSURRvpnz3011111 3111Raal Lease SRda SBEDC Board of Directors Agenda Meeting Date: 11/21/11 Item No: 5 SBEDC Board of Directors Agenda Regal Lease Page 3 Description of Lessee's/Tenant's/Regal's Prom The Theater is located at 450 North `E Street, San Bernardino, CA. It is situated on approximately 1.95 acres of land. The Theater was constructed in 1998 and is approximately 80,000 square feet. It contains 20 screens with over 4,000 seats. The Lessee intends to remodel and renovate (the "Theater Project") for a April/May 2012 Grand Opening. Remodel and renovations by the Lessee shall include design, scope and management of the reconstruction and renovation of the fourteen (14) theaters and the concession areas, replacement and/or addition of a large format screen in one auditorium (RPJ), seats, projection equipment, ticketing equipment, satellite dish, menu boards, signs, mini-marquees, directories, computer systems, Point of Sale devices, and upgrades of the concession equipment. The Lessee will physically separate the six (6)theaters situated across the front of the Cinema building from the remainder of the Theater, including construction of necessary demising walls and severance of utilities serving said six (6) theaters, and relocate the two (2) restrooms located within the six (6) theater space to be demised. The theaters and existing restrooms to be separated will not be part of the Theater Project, and the Lessee has no obligation with regard to such theaters and restrooms other than the work necessary to separate and demise such theaters from the Theater Project in accordance with plans developed by the Lessee and approved by SBEDC. As part of the private/public partnership between the SBEDC and the Lessee, the SBEDC shall retain control of and remodel/renovate said six (6) theaters for development into commercial/retail, restaurant, and/or office uses. SBEDC Ne otg iatin Team 1. Emil A. Marzullo, CEO, SBEDC 2. Timothy J. Sabo, Counsel, SBEDC (LBBS) 3. - Peter J. Harris,Financing/Commercial Lease Counsel (LBBS) 4. Elizabeth Martyn,Real Estate/Municipal Law Counsel (LBBS) 5. John Fransen,Retail Consultant 6. Jay M. Shapiro, Cinema Lease Negotiator/Real Estate Consultant/Attorney 7. Kathleen Robles,Project Manager, SBEDC Lessor/Landlord/SBEDC Responsibilities Subject to the terms and conditions stated in the Lease, the SBEDC's responsibilities under the proposed Lease are as follows: 1. Lease the Theater to the Lessee for an initial ten (10) years with a covenant to operate with options to extend not to exceed an additional 24 years comprised of four(4)separate 5-Year Options to I PIA,MnOSBEDRSaEDC SnRR,,a,201"11.21-11 Rcgd L..SR day SBEDC Board of Directors Agenda Meeting Date: 11/21/11 Item No: 6 SBEDC Board of Directors Agenda Regal Lease Page 4 extend and one (1) 4-Year Option; however, Lessee shall have a right to terminate the Lease after the fifth(5th)Lease Year if the annual box office receipts for such Sth Lease Year are less than$2.5 million subject to the right of the SBEDC to cure such revenue shortfall within sixty(60) days after receipt of notice from the Lessee pursuant to the process and potential methods of payment as are specified in the Lease. 2. Provide no-cost parking to all customers of the Theater during the initial term and Options to Renew of the Lease. 3. Provide no more than a $4.7 million tenant improvement allowance for the Lessee to complete the Project. These funds will be deposited with Fund Control Agent, through a Fund Control Agreement(Exhibit`B"). Funds shall be deposited with the Fund Control Agent on as needed basis in total within 120 working days after the effective of the Lease. 4. Deposit the tenant allowance with a Fund Control Agent to monitor construction progress,pay all invoices, and obtain all lien releases and to disburse funds to contractors and suppliers monthly as construction work progresses per a schedule agreed to by the Lessee and the SBEDC. 5. Allow the Lessee prominent building and site signage, and building decorative (neon and/or I- light) and up-lighting, within the Project in accordance with the City Development Code and applicable zoning requirements. 6. Allow the Lessee, in accordance with the City Development Code and applicable zoning, to install, at the Lessee's cost, signage on the Theater and at least two (2) signs(size and position thereon fi•om highest to lowest position being ranked by Floor Area from the largest to the smallest), one of which will be located in a monument sign at a location near the primary entrance to the Theater (subject to zoning and all applicable governing authorities) and the other which will be a pylon sign visible from the 1-215 (subject to zoning and all applicable governing authorities). 7. Maintain commercial general liability insurance with minimum limits of Two Million Dollars ($2,000,000) on the common areas of the Theater and shall maintain all risk casualty insurance on the building in an amount equal to the full replacement value thereof. 8. Having already caused to be put in place an ordinance creating a theater zone in the Theater District of the downtown, present to the Council a Development Agreement to ensure such zoning for the term of the Lease. i 9. Remodel/renovate each of the front six (6)theaters directly or through a developer or tenant for commercial purposes or as may be necessary to accommodate the expansion needs of the California Theatre and obtain all appropriate governmental approvals and building permits in connection with its remodel/renovations for the front six (6)theaters. P1Aga,Jas•SDEUC6UEDC AaiI'Repm1 7 0111143 611 RegaLLease SRdm SBEDC Board of Directors Agenda Meeting Date: 11/21/11 Item No: 5 SBEDC Board of Directors Agenda Regal Lease Page 5 Lessee/Tenan!/Re ag 1 Responsibilities Subject to the terms and conditions stated in the Lease, the Lessee's responsibilities under the proposed Lease are as follows: 1. Lease the Theater from the SBEDC for ten (10) years with a covenant to operate with options to extend not to exceed an additional 24 years comprised of four(4)separate 5-Year Options to extend and one (1) 4-Year Option which may be exercised by the Agency; however,Lessee shall have a right to terminate the Lease after the fifth(5d')Lease Year if the annual box office receipts for such 56'Lease Year are less than$2.5 million subject to the right of the SBEDC to cure such revenue shortfall within sixty(60) days after receipt of notice from the Lessee pursuant to the process and potential methods of payment as are specified in the Lease. 2. Pay the SBEDC a combination of Base Rent and percentage rent. a. The base rent is a minimum of$850,000 annually as specified in the Lease for the first ten (10)years. b. The percentage rent is 15 percent of gross revenues in excess of the minimum annual base rent. 3. Expend a minimum of $1.24 million, not to exceed $3.0 million, of Lessee funds for the Project. The Lessee shall spend a minimum of $1.24 million, but not to exceed $3.0 million of Lessee's funds in cash or in-kind services, which shall include, but not be limited to, digital projection and sound equipment, and which in-kind services shall be limited to$400,000 as set forth in the Lease to define the term "in-kind services" and specifically excluding any staffing and personnel charges of Lessee. 4. Be responsible for all Project costs that exceed the tenant improvement allowance but not to exceed $3.0 million as set forth above; in the event the parties reasonably expect such additional costs to exceed said $3.0 million figure for the Lessee, the parties shall meet and confer in good faith pursuant to the process as contained in the Lease. 5. Obtain all governmental approvals and all building permits in connection with the Project and construct the Project in compliance with the City's General Plan and Municipal Development code. 6. Open for business as a Regal Cinema. The permitted use shall be the business of a first-class cinema showing first-tun movies in fourteen(14)theaters including operating concession stands. 7. Shall not assign the Lease or sublease the Theater without the prior consent of the SBEDC. 8. Maintain the cleanliness and repair of the Theater's interior and the storefiont of the Theater and shall be responsible for minor routine maintenance, e.g., stopped-up toilets or leaky faucets not P:1 Wnda"DEDPSDEDC SIJFR<SOda 2011%11.21.11 Regal Least SR data SBEDC Board of Directors Agenda Meeting Date: 11/21/11 I Item No: 5 SBEDC Board of Directors Agenda Regal Lease Page 6 requiring equipment replacement, and the oversight, on behalf of the SBEDC, of all systems, plumbing,electrical and other that are internal aspects of the Theater, 9. Pay for operating expenses, property taxes (including possessory interest taxes and special assessment, if any), insurance, and utilities, including but not limited to, water, sewer, electricity, and natural gas. 10. Pay directly to the appropriate supplier for all utility consumption charges for the Theater, beginning on the Rent Commencement Date. 11. Maintain commercial general liability insurance with minimum limits of Two Million Dollars ($2,000,000)for the Theater. Lease Overview The following fundamental Lease provisions are presented below for convenient reference and are subject to further definition and elaboration in the respective referenced Lease Sections. 1. Rent Term: Ten (10) Rent Years, with four (4) successive options to extend for five (5) Rent Years each, followed by one (1) option to extend for four (4) Rent Years, and subject to earlier termination as provided by the Lease. (Sections 4.01 and 4.03) 2. Theater or Premises: A multiple-auditorium motion picture Theater building located as part of the Theater Square in downtown San Bernardino, California, with the Theater to be remodeled as provided in the Lease so as to contain approximately 70,200 gross square feet and approximately 65,791 leasable square feet of main floor area, with between approximately 3,000 and 3,400 auditorium seats within fourteen(14) auditoriums. (Section 1.03(i)) 3. Gross Lease Area of the Theater: Approximately 65,791 square feet. (Section 1.05) 4. Security Deposit: None. (Section 1.05) 5. Rent Commencement Date: The day on which Tenant opens for business in the Theater to the public with all required use and occupancy permits. (Section 5.02). Y.14gerdefSRF.D45REDC SeaORepon,20111I1-1LII Rego L. se SRdax SBEDC Board of Directors Agenda Meeting Data 11/21/11 Item No: 5 SBEDC Board of Directors Agenda Regal Lease Page 7 6. Base Rent: The following amounts per Rent Year(Section 5.03): Rent Years 1 through 10: $850,000.00 per year, $70,833.33 per month Rent Years 11 through 15: $920,250.00 per year,$76,687.50 per month Rent Years 16 through 20: $990,500.00 per year, $82,541.67 per month Rent Years 21 through 25: $1,060,750.00 per year, $88,395.83 per month Rent Years 26 through 30: $1,131,000.00 per year, $94,250.00 per month Rent Years 31 through 34: $1,201,250.00 per year, $100,104.17 per month 7. Percentage Rent: Fifteen Percent (15%) of Gross Sales per Rent Year, payable only to the extent such amount Fifteen Percent(15%)of Gross Sales per Rent Year exceeds the Base Rent payable for such Rent Year. (Section 5.04). 8. Special Rent: Special Rent shall mean Eight Percent (8%) of all Gross Sales received by Tenant for the period in question, to the extent such amount does not exceed the total Base Rent and Percentage Rent which otherwise would be applicable during such period. Special Rent shall be payable in the event that i) the Rent Commencement Date occurs between January 1 and March 31, Special Rent shall be payable in lieu of Base Rent and Percentage Rent from the Rent Commencement Date until the next occurring April 1; and if the Rent Commencement Date occurs between August 1 and October 31, Special Rent shall be payable fiom the Rent Commencement Date until the next occurring November 1; or ii) Initial Development Requirements are not satisfied before Tenant opens for business; or iii) On-going Development Requirements are not satisfied; or iv)of an Exclusive Right Inconsistency determined by a circumstance or condition that occurs which is not consistent with either the Center Exclusive Right(Tenant's exclusive right to operate a motion picture theater), the Adjacent Mall Restriction (no tenant of the adjacent mall shall have the right to operate a motion picture theater), or the City Restriction (the City shall neither entitle nor approve any other cinema project or cinema theater within the municipal boundaries of the City that has a seating capacity in any single motion picture theatre (regardless of the number of auditoriums)equal to more than two hundred (200) seats nor having any auditorium for the presentation of recorded movie productions of a square footage greater than three thousand (3,000) square feet, without the prior written consent of Tenant to be granted or withheld in Tenant's sole discretion). 9. Proximate Sales: In order to maintain the attraction of the concessions to be sold by the Lessee, the Landlord shall prohibit within the Common Areas and the Former Theater Space the sale or distribution of any popcorn, candy, soft drinks, ice cream, yogurt, pizza, hamburgers, or hot dogs ("Concession Item Restriction"). Concession Item Restrictions shall not apply to the businesses 1 operating within a permanent tenant space: a sit-down restaurant offering at least twenty-five (25) seat J for customers, a gourmet chocolatier, a national or regional coffee store, or a specialty ice cream or yogurt store. All push-carts, kiosks, vending machines or any other temporary structures or devices, other than those operated by Tenant, shall be prohibited by Landlord in the Common Areas proximate to the front face of the Theater, including but not limited to the plaza area in front of the Premises. PJAgmdassSBE2 BEB,SIaRR4,,tiU2011\11-21dlReOLnsm SRda SBEDC Board of Directors Agenda Meeting Date: 11/21/11 Item No: 5 SBEDC Board of Directors Agenda Regal Lease Page 8 9. Ongoing Development Requirements: The occurrence and completion of all of the following: (1) substantial completion, opening, and operation to the public a full service or fast casual dining restaurants in the Center totaling at least two thousand five hundred (2,500) square feet of floor area; and (2) substantial completion, opening, and operation to the public in the former theatre space of restaurant or retail establishments totaling at least two thousand five hundred (2,500) square feet of floor area. 10. Permitted Use: The Tenant shall use the Theater solely for the operation of a first-class motion picture Theater, including the following incidental uses:-the operation of a video arcade with game machines for Theater patrons; the sale of popcorn, drinks, candy, specialty cafd items, and other foods and beverages sold in motion picture Theaters; the sale and rental to Theater patrons of retail items, such as video cassettes, video discs, records, compact discs, DVDs, books, magazines, toys and novelties; the making available of facilities and devices to further the operation of the Theater, including, without limitation, satellite dish transmission and reception facilities, telecommunications facilities and services, change machines, vending machines, automated teller machines and automated ticketing machines; depiction of advertising; meeting rooms; style shows; childcare services; live performances; presentations of concerts, sporting events, and simulcast events via satellite, hardlines and recorded transmissions; and sit-down restaurant or cafd use including, in accordance with applicable law, the sale of alcoholic beverages. The Permitted Use shall include such other incidental uses components as may become appropriate due to changes in the circumstances of the motion picture Theater business. The Permitted Use is further subject to the provision that the Theater shall not be used for display,presentation, or advertisement of"X"rated or pornographic movies or presentations. (Section 8.01). 11. Landlord's Maintenance and Repair: Roof and structural components of the Theater, including roof and roofing (including roof membrane); exterior walls, including painting and exterior lights on the Theater (except the Building Signs and lights that are part of the Building Signs); the site for the Theater, and all related site amenities; the HVAC system serving the Theater, including all HVAC units located on the ground or the Theater's roof and all duct work and thermostats that are a part of the HVAC system; all plumbing and utility (including gas, electrical, water, sanitary sewer and storm drainage) lines, conduits and facilities serving the Theater other than minor maintenance and repair which is Tenant's responsibility pursuant to the Lease; any vertical transpiration serving the Theater; and all other maintenance and repairs except such maintenance and repairs for which Tenant is expressly responsible pursuant to the Lease. (Section 13.01). 12, Tenant's Maintenance and Repair: Interior, non-structural elements of the Theater, including general cleaning within the Theater and maintaining the cleanliness, glass and doors of the Theater storefront; Tenant's Equipment; Building Signs, including the lighting for such signs lights that are part of the Building Signs; and minor maintenance and repair of plumbing (such as clearing stoppages j in pipes that originate inside the Theater and can be cleared from within the Theater, and repair and replacement of faucets within the Theater) and utility (such as repair and replacement of light fixtures, bulbs and ballasts within the Theater) pipes and lines located within the interior surface of the walls, i P.UgradaSSI3MM8FW,Staff RtpMOOJ IM-21-11 Rrp(Lcaw SRdmn SBEDC Board of Directors Agenda Meeting Date: 11/21/11 Item No: 5 SBEDC Board of Directors Agenda Regal Lease Page 9 ceilings and floors of the Theater (but not between the interior and exterior walls, ceilings and floors). (Section 13.02). The Lease is in final form for approval and signature by the San Bernardino Economic Development Corporation. See Exhibit "A." Follow-up Documents to Lease 1. Development Agreement: A Development Agreement (the "DA") application shall be submitted in November 2011,to the Community Development Department to be heard by the Planning Commission in December 2011, and then by the Council in January or February 2012. The DA will ensure the theater zone in the Theater District of the downtown for the term of the Lease. 2. Fund Control Agreement: A Fund Control Agreement shall be utilized to monitor the flow of funds to the Project and shall be brought before the SBEDC for approval and execution. 3. Sale and Development Agreement: A Sale and Development Agreement (the `eSDA") will be brought before the SBEDC for approval and execution for four (4) of the front six (6) theaters. The SDA will be between the Yavitz Companies, Inc.,and the SBEDC for the development of at least three (3) restaurants. There has been significant interest from regional and national restaurant chains to move forward with establishing restaurants in the former theaters located in fiont of the Cinema building as well as interest in developing the open area immediately south of the former six (6) theaters. 4. Exclusive Right to Negotiate A reement: An Exclusive Right to Negotiate Agreement (the "ERN") will be brought before the SBEDC for approval and execution for the parcel directly south of the Theater building to construct a restaurant pad. The ERN will be between the Yavitz Companies, Inc., and the SBEDC. S. Caltrans Parking Structure Agreement: The Agreement has been approved by Caltrans and will be brought before the SBEDC for approval and execution. Both Regal and the SBEDC negotiators recognize that there are several inconsistencies within the Regal Lease (e.g., date of approval and execution of the Development Agreement to occur at a later date than as referenced in the Regal Lease at the sole discretion of the City, date of execution of the Fund Control Agreement and timing of SBEDC cash deposits into the Fund Control Account, issues with the Inland Center Mall Development Agreement and certainty that Regal is aware of this prior Development Agreement). It is the expectation that these inconsistencies will be resolved within the next 30 days. P.Wge WOOEIX SHEDC SIOMpo"s]011111-21-11 Hegil Uwe Skdm SBEDC Board of Directors Agenda Meeting Dale: 11/21/11 j Item No: $ SBEDC Board of Directors Agenda Regal Lease Page 10 ENVIRONMENTAL IMPACT: The SBEDC Staff has reviewed the proposed Lease under the California Environmental Quality Act ("CEQA") and has determined that the Regal Lease is exempt pursuant to Chapter 2.6, Section 21080 of the Public Resources Code, CEQA Statutes, and Section 15061(b)(3) of the CEQA statutes. CEQA compliance shall be by subsequent development of the Project site. Attachments: Exhibit"A"-The Lease Exhibit`B"-Fund Control Agreement Prepared By: Certified to Funds Availabi ' t thleen R es, roject Manager Lori Pa ino- cry m Chief Financial Officer i i P",M30SBL0 BEOfSlafrRewns2011111.21-11R,JLuseSRAox SBEDC Board of Directors Agenda Meeting Dale; 11/21/11 item No: 5 I �.�wG»'�+�saOfi CDC a�f>BrDC-foJ c 3 f+c�wl.�: Cb Y4 /3�n✓fit Q�Z` e7`.Ze 7Z - ao...t+ni' O" -3 '00 yCp A. 1%73 o ff, rzV Cr- SZ, c3 Qt � L 3,ap/� � y ate. ,3/3E�G�- / �'3 oZ•-�. 4, rc a� � `.x�v*a < C�tl sal - A - - 41 d .tip 7rl, C /i - �. Sr3�pe -S%c 3 �J . /�mvs. eC. /r, ;Lot0 7yu� gg�gr,L za// -7�.t �-z e `c P FOSS n c L� mac/ SoZO 3JLGQov� CZssl� a�+ 4t� /ZS `_7 y-- - ------ � �-�'�'�`Q°'�mow` j� �� ,,�d�[ WGZL yGm�.-�✓ -- i ``�n� �/� Q/�/ .�«.-�� 7•�q�7e }�Dvt/�� -�_7--tea/7✓./.{c�C� � o�s/C. ! /w��3�Zw��v Yl.'�, I P �-ry•w�a �(a�J'�' i�/N/�C �fe %� yItGC�G+�„ e--.04.�.,� � 2 � �o emu, J� - _ _ �w�� �'�n:a��/unliar ,�,.�4•? �.�i�d.�� Cow — to —ea, -.n ewe 5�r�"� r�/� eoo aoo h n e0 / e � 3 aof f .-- cQ�c-'�L C�.�..6� /�.1+{,...�i�it,, Q�.e.Qr.,.svi.4�' .G..2. ; irr•�.�.c'�` - 9 _ 41 /2 io �ite.,a.w_ mz�` fstc-aracR;p�Gf'�cL - //• w�: a //Zt/!/��s�c�•�i,�.calir...c7a `�C-�- /(5rA � A45 --- /3• �� �Lrtr .20 a�./al Ck�i/c{,1,,�"��.*i�fd� �`5�7�11-Lll• Entered Intobc. at MCC/CDC MV by; J�I/!A Agenda Rom No; — -- — -- - — --- City&W DC Secretary — City of San Bernardino 3�•c�-Soo 2 �'- ar���J-c��' Mayor Patrick.[. Moms CITY OF SAN BERNARDINO Council Members: Yl 300 N. D Street Virginia Marquez " " � Vacant San Bernardino, CA 92418 Tobin Brinker Website: www.sbeity.org Fred Shorett Chas Kelley San Bernar ino Rikke Van Johnson Wendy McCammack 2-4// -eK. 3 Oh/ AGENDA ... JOINT SPECIAL MEETING ''.,.c MAYOR AND COMMON COUNCIL AND THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO THURSDAY, MARCH 3, 2011 - 5:00 P.M. ECONOMIC DEVELOPMENT AGENCY BOARDROOM 201 NORTH "E" STREET SAN BERNARDINO, CALIFORNIA The City of San Bernardino recognizes its obligation to provide equal access to those individuals with disabilities. Please contact the City Clerk's Office (384-5002) two working days prior to the meeting for any requests for reasonable accommodation to include interpreters. Any writings or documents provided to a majority of the City Council/Commission regarding any item on the agenda will be made available for public inspection at the City Clerk's Counter at City Hall located at 300 N. "D" Street, 2nd Floor, during normal business hours. In addition, such writings and documents will be posted on the City's website at www.sbcity.org. CALL TO ORDER: PRESENT: ABSENT: 1 03/03/2011 PUBLIC COMMENTS ON CLOSED SESSION ITEMS A three-minute limitation shall apply to each member of the public who wishes to address the Mayor and Common Council/Community Development Commission. No member of the public shall be permitted to "share" his/her three minutes with any other member of the public. CLOSED SESSION 1. Pursuant to Government Code Section(s): MOTION: That the Mayor and Common Council and Community Development Commission recess to closed session for the following: A. Conference with legal counsel - existing litigation' - pursuant to i Government Code Section 54956.9(a). B. Conference with legal counsel - anticipated litigation - significant exposure to litigation - pursuant to subdivision (b) (1), (2), (3) (A-F) of Government Code Section 54956.9. C. Conference with legal counsel - anticipated litigation - initiation of litigation - pursuant to subdivision (c) of Government Code Section 54956.9. D. Closed Session - personnel - pursuant to Government Code Section 54957. E. Closed session with Chief of Police on matters posing a threat to the security of public buildings or threat to the public's right of access to public services or public facilities - pursuant to Government Code Section 54957. F. Conference with labor negotiator - pursuant to Government Code Section 54957.6. G. Conference with real property negotiator - pursuant to Government Code Section 54956.8. END OF CLOSED SESSION 2 03/03/2011 Economic Development Agency 2. Joint Mayor and Common Council and Community Development Commission Workshop on Agency Redevelopment Projects and Housing Funds (Staff Report not available at time of printing.) (Community Development Commission) A. Resolution of the Community Development Commission of the City of San Bernardino approving the appointment of certain members to the San Bernardino Economic Development Corporation. (Resolution not available at time of printing.) B. Resolution of the Community Development Commission of the City of San Bernardino approving a Certain Project Funding Agreement by and between the Redevelopment Agency of the City of San Bernardino ("Agency") and the San Bernardino Economic Development Corporation, Inc., relating to the $525,000,000 principal amount for the Redevelopment Project Areas - Capital Improvement Projects. (Resolution not available at time of printing.) C. Resolution of the Community Development Commission of the City of San Bernardino authorizing (1) that Certain Loan Agreement in connection with the issuance of the Redevelopment Agency of the San Bernardino Promissory Note Series 2011 (City Redevelopment Activities and Public Works Projects), and (2) that Loan Agreement in connection with the issuance of the San Bernardino Promissory Note Series 2011 and the forms of legal documents related thereto. (Resolution not available at time of printing.) D. Resolution of the Community Development Commission of the City of San Bernardino approving a Certain Housing Capitalization Funding Agreement (Sub-Recipient Agreement) by and between the Redevelopment Agency of the City of San Bernardino ("Agency") and Affordable Housing Solutions, Inc., a California non-profit corporation ("AHS"), Inc., relating to the financing of certain housing programs and activities. (Resolution not available at time of printing.) (Item Continued on Next Page) 3 3 03/03/2011 2. Continued. (Mayor and Common Council) E. Resolution of the Mayor and Common Council of the City of San Bernardino approving and authorizing a Certain Reimbursement and Project Implementation Agreement by and between the City of San Bernardino and the San Bernardino Economic Development Corporation, Inc., authorizing the form of certain legal documents related thereto and authorizing and directing their preparation, execution and delivery (Resolution not available at time of printing.) MOTION 1: That the Mayor and Common Council conduct the workshop and continue the action to a date and time certain; OR MOTION 2: That said resolutions A - E be adopted. 3. Adjournment. MOTION: That the meeting be adjourned. NOTE: The next joint regular meeting of the Mayor and Common Council/Community Development Commission is scheduled for 1:30 p.m., Monday, March 21, 2011, in the Council Chambers of City Hall, 300 North "D" Street, San Bernardino, California. 4 03/03/2011 NOTICE: Any member of the public may address this meeting of the Mayor and Common Council/Community Development Commission on any item appearing on the agenda by approaching the microphone in the Council Chambers when the item about which the member desires to speak is called and by asking to be recognized. Any member of the public desiring to speak to the Mayor and Common Council/Community Development Commission concerning any matter not on the agenda but which is within the subject matter jurisdiction of the Mayor and Common Council/Community Development Commission, may address the body at the end of the meeting, during the period reserved for public comments. Said total period for public comments shall not exceed forty-five (45) minutes, unless such time limit is extended by the Mayor and Common Council/Community Development Commission. A three minute limitation shall apply to each member of the public, unless such time limit is extended by the Mayor and Common Council/Community Development Commission. No member of the public shall be permitted to "share" his/her three minutes with any other member of the public. The Mayor and Common Council/Community Development Commission may refer any item raised by the public to staff, or to any commission, board, bureau, or committee for appropriate action or have the item placed on the next agenda of the Mayor and Common Council/Community Development Commission. However, no other action shall be taken nor discussion held by the Mayor and Common Council/Community Development Commission on any item which does not appear on the agenda unless the action is otherwise authorized in accordance with the provisions of subdivision (b) of Section 54954.2 of the Government Code. Public comments will not be received on any item on the agenda when a public hearing has been conducted and closed. 5 03/03/2011 CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY FROM: Emil A.Marzullo SUBJECT: Joint Mayor and Common Council and Interim Executive Director Community Development Commission Workshop on Agency Redevelopment Projects and Housing Funds DATE: March 2,2011 Synopsis of Previous Commission/Council/Committee Action(s): Recommended Motion(s): (Community Development Commission) A: Resolution of the Community Development Commission of the City of San Bernardino approving the appointment of certain members to the San Bernardino Economic Development Corporation B: Resolution of the Community Development Commission'of the City of San Bemardmo approving a Certain Project Funding Agreement by and between the Redevelopment Agency of the City o�San Bernardino('Agency")and the San Bernardino Economic Development Co oration Inc. ' relating to tho'$525,000,0 00'principal amount for the e eve opment oject Areas-Capital Improvement Projects j C: Resolution of the Community Development Commission of the City of San Bernardino authorizing (1) that Certain Loan Agreement in connection with the issuance of the Redevelopment Agency of the San Bernardino Promissory Note Series 2011 (City Redevelopment Activities and Public Works Projects), and (2) that Loan Agreement in connection with the issuance of the San Bernardino Promissory Note Series 2011 and the forms of legal documents related thereto D: Resolution of the Community Development Commission of the City of San Bernardino approving a Certain Housing Capitalization Funding Agreement(Sub-Recipient Agreement)by and between the Redevelopment Agency of the City of San Bernardino ("Agency") and Affordable Housing Solutions, Inc., a California non-profit corporation ("AHS"), Inc.,relating to the financing of certain housing programs and activities (Mayor and Common Council) E: Resolution of the Mayor and Common Council of the City of San Bernardino approving and authorizing a Certain Reimbursement and Project Implementation Agreement by and between the City of San Bernardino and the San Bernardino Economic Development Corporation, Inc., authorizing the form of certain legal documents related thereto and authorizing and-directing their preparation,execution and delivery Contact Person(s): Emil A.Marzullo Phone: (909)663-1044 Project Area(s): Citywide Ward(s): All S porting Data Attache ll,, taff Report Resolutions El Agreement(s)/Contract(s) ❑ Map(s)❑Letter s See FUNDING REQUIREMENTS: Amount: $ attached Source: See attached Budget Authority: See attached Signature: Fiscal Review: E,E zulio,Interim Executive Director Lori P461zin inancial Officer Commission/Council Notes: / b P1Apm Cme CaeunimwUO11CDCItm pc Join Wo.luhWW43-11lowtMCC CDC FUOd A� SkE COMMISSION MEETING AGENDA Meeting Date: 03/03/2011 J ECONOMIC DEVELOPMENT AGENCY STAFF REPORT JOINT MAYOR AND COMMON COUNCIL AND COMMUNITY DEVELOPMENT COMMISSION WORKSHOP ON AGENCY REDEVELOPMENT PROJECTS AND HOUSING FUNDS , A. Summary of the Resolution of the Community Development'Commission of the City of San Bernardino approving the appointment of certain members to the San Bernardino Economic Development Corporation:/� 3y 1. SBEDC Board to be c Mprised of 6 voting directors - 3 to be a ointed by the Commission and the remaining to be a Anted by the official actions of the followm— g o I Board v: (1) the Board of Education o e San Bernardino City Unified School District, (ii) the Board of Supervisors of the County of San Bernardino, and (iii) the Board of Directors of the San Bemardino Chamber of Commerce. SBEDC will function initially with 3 Commission members until each_of the specified entities has duly appointed their representatives to serve on the SBEDC Board; 2. B laws to be amended by the current 3 member board. Successors to the current 3 member board wi be the Commission appointed members plus 3 members from the entities listed in paragraph 1 above upon appointments of their respective representative to serve on the SBEDC Board; 3. The individuals appointed pursuant to paragraph I above must comply with the following qualifications: (i) be an elected member of the Board of the San Bernardino City Unified School District residing within the City, (ii) be a member of the Board of Supervisors of the County of San Bemardino having any portion of the City within their supervisorial district, and (iii) be an elected member of the Board of Directors of the San Bemardino Chamber of Commerce residing within the City; 4. Commission will ap oint 3 members of the Commission to serve on the SBEDC Board at the time that the roJect Funding Agreement is approved; 5. SBEDC to adhere to all requirements applicable to public agencies including Brown JAct,Political Reform Act, Govemment Code 1090 and Public Records Act. All meetingSBEDC are to be conducted at the San Bernardino City Council Chambers or at ano location within the City having television recording capabilities for all SBEDC meetings. B. Summary of the Resolution of the Community Development Commission of the City of San Bernardino approving a Certain Project Funding Agreement by and between the Redevelopment Agency of the City of San Bernardino ("Agency") and the San Bernardino Economic Development Corporation, Inc., relating to the $525,000,000 principal amount for the Redevelopment Project Areas -Capital Improvements rglects. - 7 e.mom,W�n=WtICMu pp ;i Wo hWe343-11 km MCC�CD Fun& Ap,smmSR COMMISSION MEETING AGENDA Meeting Date: 03/03/2011 - -- 9 A;�X� Economic Development Agency Staff Report Page 2 1. SBEDC commits to undertake identified projects for the Agency in exchange for the transfer of the current surplus tax increment revenues and future surplus tax increment revenues. 3. SBEDC agrees to provide staffing and to retain consultants as necessary to implement all obligations incurred by SBEDC under this Agreement. 4. SBEDC manages all Agency owned properties whether such are intended to be under continued Agency ownership or title is transferred to another successor entity. This contractual obligation is also a committed tax increment obligation. 5. Agreement to contain expanded list of redevelopment rojects that are currently in process and ose tune anticipated redeve opment projects ("Redeve opment Activities") for which t e Agency pleTges to transfer We tax increment revenues to SBEDC. 6. Agreement to contain a list of City and Agency public works projects, City CIP projects and other future anticipated public wor projects to be located within the City ("Public Works Projects") and within Redevelopment Project Areas which are contracted to be undertaken by SBEDC with Agency tax increment revenues and CMB loan proceeds. ,✓ 7. The obligations incurred by the Agency in this contractual arrangement with SBEDC will enable the filing of an annual Statement of Indebtedness with the County of San Bernardino each year for the dollar amount of the contractual obligations related to the Redevelopment Activities, the Public Works Projects and the implementation costs related to each such category of projects in addition to the obligation of SBEDC to manage and maintain those real properties then owned by the Agency. 8. Agreement contains Events of Default in the event the ylaws)of SBEDC are modified without t e coTi --iise�Tfthe Commission, failure to maintain 5 1(c)(3) status­'and to implement any assignment of this Agreement to a Commission designated JPA. Agreement contains other customary defaults for non-perforyance. �p6��oD�oo� C. Summary and background o e Resolution of the Community Development Commission of the City of San Bernar . o authorizing (1) that Certain Loan Agreement in a principal amou of$600.000.000 in connection with the issuance of the Redevelopment Agency of the San Bernardino Promissory Note Series 2011 (City Redevelopment Activities and Public Works Projects), and (2) that Loan Agreement in the principal amount of $10 000.Q00 in connection with the issuance of the San Bernardino Promissory Note Series 2011 (Agency Projects) and the forms of legal documents related thereto: Background: ? � �1 /V p,4 CMB Export, LLC ("CMB")i was fo ed in the mid-1990's to establish a " egional center" initially for the counties of San Bernazdin , Riverside and Sacramento to assist in mancings for the closed military bases in these counties. The Inland Valley Development Agency "IVDA"y entered into the initial loan transaction with CMB in 1997 for the first loan of this type pursuant to the E13-5 Program P U�lCm D Cam m\2011 CDC ImmlSp W Jam Wa hwW3-03-11 3ow MCC W CDC Funding Apmaomn SRA. COMMISSION MEETING"- GENDA Meeting Date: 0310312011 Aaenda Item Number: Economic Development Agency Staff Report $a!A A Page 3 �oa�r.L.tinaJ administered initially by the Immi tion and Naturalizatio Services ("INS") which has since been restructured into the United States itizenship and hmnigr on Services ("USCIS"). The IVDA and the San Bernardino Intematio Airport Authority ("SBIAA") have jointly entered into o multi le additio pans with MB. a loan proceeds aTi ve been used by the IVDA/SBIAA in p for f vanous rport�— and roadway cture rejects, and in most instances, the pro s were used to pa d cost overruns r local matching fund requirements of other federal grants. The EB-5 ram for the CMB regional center allows foreign nationals to obtain permanent residency faits in a Umte States upon a investment of $500,000 in a qualified investment activity that g s U.S.jobs. Typically, the minimum investment amount is $1,000,000 but the lower amount of$500,000 per investor applies in San Bernardino County due to the higher unemployment rates and the closure of the Norton n Air Force Base f�—NaB"). CMB establishes separate limited liability companies for each investment poo and requires that there be no prepayment by the borrowing governmental entity of the principal amount for at least three years. This restriction allows adequate time for the investors to meet all criteria required by the USCIS for obtaining the permanent residency status. Rather than investing in private businesses as virtually all other regional centers have elected to undertake, CMB will only place loans into infrastructure and public improvement investments with governmental agencies whereby the necessary jobs that are required to be generated can be demonstrated utilizing an economic model approved by the USCIS. In San Bernardino County, the model provides that for each $1,000,000 of infrastructure and public improvement construction dollars expended by governmental agencies 5.7 jobs are generated in the local economy resulting from the construction and ultimate use of the infrastructure and public improycments. Each investor must demonstrate that eir $500,0 investment has generated 10 new fobs. Summary: 1. Parties will be the Agency and a Limited Partnership entity to be formed by CMB solely for this Agency mancing. 2. Agreement will provide for multiple tranches as CMB determines at its sole discretion that the Agency designated Redevelopment Activ ies and Public Works Projects are then ready for financing and the Agency has adequate revenues to repay each tranche. 3. Each tranche will commence a separate 6-year term from the Initial Funding Date of that particular tranche (i.e., the date when the first 500,000 of foreign investor funds are disbursed by CMB to the Agency for each tranche) and the first repayment date of 42 months will also be determined from the Initial Funding Date. 4. Se arate Loan Agreements will be executed for a principal amount of $600,000,000 and $10,00 , , and wr include a list of the Re evelopment ctrvrties and the Public Works Projects set forth in the Project Funding Agreement that are eligible to be financed through this Loan Agreement with CMB plus current Agency projects for the second loan of$10,000,000. 5. A separate Loan Agreement and Indenture will be fully executed and delivered by the Agency and CMB for each loan immediately after the approval of the Loan Agreement and Indenture to P:IAgetlulCp�DevC®miuimV011 CDClm Sp WbWWukA,p 343-11Ja MCC"CDCFwdmg Ap WSRA COMMISSION MEETING AGENDA Meeting Date: 03/03/2011 A.....d., r...— XT—. -_. 2 Economic Development Agency Staff Report Page 4 be thereafter binding upon the Agency and contractually committing the Agency to repay all loans as advanced by CMB in each tranche as funds are delivered by CMB to the Agene for use by SBEDC. d/ 6. The obligations incurred under this Loan Agreem t and Indenture will be set forth on the annual Statement of Indebtedness of the Agency whether or not any tranche has then been estabIisTed—�he an Agreement will require the Agency'to reserve excess tax increment revenues nue m a special account to assure that adequate funds are available for undertaking of all projects as financed by CMB. 7. The Agency_m4y substitute additional projects for those initiall s ified as the edevelopment Activities and the Public W;5rG Projects with the approval of CMB at its sole discretion. D. Summary of the Resolution of the Community Development Commission of the City of San Bernardino approving a Certain Housing Capitalization Funding Agreement (Sub-Recipient Agreement) by and between the Redevelopment Agency of the City of San Bernardino ("Agency") and Affordable Housing Solutions, Inc., a California non-profit corporation ("AHS"), Inc., relating to the financing of certain housing programs and activities: 1. This agreement between the Agency and AHS is to continue the role of AHS in undertaking housing activities of the Agency utilizing the low- and moderate-income housing fund. 2. TWs a re ment also includes the assignment of any federal funds transferred to the Agency pursuant to Sub-Recipient Agreement y t e 3. This agreement is substantially similar to the Project Funding Agreement of the Agency with the SBEDC but limited in scope to the housing activities of AHS. 4. This agreement memorializes the relationship that currently exists between the Agency and AHS for housing programs. E. Summary of the Resolution of the Mayor and Common Council of the City of San Bernardino approving and authorizing a Certain Reimbursement and Project Implementation Agreement by and between the City of San Bernardino and the San Bernardino Economic evelopmen orporation, Inc., authorizing the form of certain legal documents related ere o an au orizing and directing their preparation, execution and delivery: 1. The City and SBEDC are parties to the Agreement. 2. The Agreement recites the same Public Works Projects as included in the Project Funding Agreement but additionally commits SBEDC to those specific Public Works Projects that are City initiated. P Ngmdss`Caimn 0.v Cavmiviont011 CDC hwrelSpaid loiiu Wwlu6op'03-0 3-11 Mim MCCUtl CDC FwGvg Agrtanm SRdoc COMMISSION MEETING AGENDA /D Meeting Date: 0310312011 A...A. rfa.., u.....h.. 2 f I Economic Development Agency Staff Report Page 5 3. SBEDC becomes contractually liable to the City for performance utilizing the tax increment revenues to a received by DC pursuant to a ro�ect un tng gree ENVIRONMENTAL IMPACT: Neither action meets the definition of a "project" under Section 15378 of the California Environmental Quality Act (CEQA), which states that a"Project"means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. FISCAL IMPACT: Repayment of these loans would be interest only and payable uarterly. The Agency would only be responsible ancTTmanciafly liable for a particular loan or any por—tion-Ithereof when a precise "shovel ready" project had been identified together with the revenue sources to pay the quarterly interest a ents an d to assure the repayment or refinancing of the rinci al amount of a respective loan at the 6-year maturity date. There is no impact to the City's General Fund. RECOMMENDATION: That 1) the Mayor and Common Council conduct the workshop and continue the action to a date and rime certain; or 2)Resolutions A, B, C, D and E be adopte — a Emil A. Marzullo, In in xecutive Director P�'V°'d°tlCb°°P^'Commlviw�3U11 CDC3mvWS WJw Wm4 WW3�3-II Ja MCCm CDC Fundwg Ap =5Rd COMMISSION MEETING AGENDA �( Meeting Date: 03/03/2011 Entered Into Rec. at WC1CDC,Mfg: V: — ; Agenda 8em No: D by: � C CYO �k City CIe CDC Secretary City of San Bernardino 1 • C4 ` .1• v� �• u io,r N L . . �C N � O O �- Q O • O cn . o Q � Ln C� LU .U- ui �- w V 0 O O •_ E E -c W LW F- z M ® Q '13 M N AL, W E •O E °d D +O j3 H ._ MOM u L 4) O CL _ E o Im o Z ^� o .� a� H H O O Q 0 J U LL JMS N Advisory Jay M. Shapiro President JMS Advisory Jay M. Shapiro provides cinema strategic planning services, market due diligence, site selection evaluation, real estate deal making, lease negotiations,project management, and disposition and valuation services to institutional investors, landowners, developers, redevelopment agencies and colleges and universities. A leading expert in exhibition and theatre real estate with over 30 years of industry experience, Jay serves as President of JMS Advisory, a Cambridge-based theatre and exhibition consulting firm. Before founding JMSA, he was Senior Vice President of Development for General Cinema Theaters (1980-1995), prior to which he was National Director for Real Estate at American Multi-Cinema. From 1973-1975, he served as Assistant Attorney General for the state of Missouri. Jay has represented exhibitors and property owners throughout the United States and globally. His clients have included, among others: AMC Entertainment, General Cinema International, Hoyts Cinemas, Century/CineArts Theatres, Drexel Theatre Group, Harkins Theatres, Wallace/Hollywood Theater Corporation, Rave Motion Picture Theaters, Regal Entertainment Group, Ameristar Casinos, BoydGaming, Bayer Properties, New England Development/Wells Group, Trammell Crow Company, Jones Lang LaSalle, Berkeley Investments, Lazard Freres &Company, Stellar Holdings, Simon Property Group, Madison (Consulting Group/MadisonMarquette, The Woodmont Company, SheaPropertjes, Dart Realty, Nordblom Company, U3Ventures and Vibrant Development. Jay also has consulted on numerous urban redevelopment projects in Sacramento and Glendale, CA, Kansas City, KS, Duluth, MN, Worcester, MA and for the University of Pennsylvania, Philadelphia, PA, Ohio State University, Columbus, OH, and San Diego State University, San Diego, CA, St. Louis University, St. Louis, MO, The Presidio Trust, San Francisco, CA and Camana Bay, Grand Cayman Islands. In May, 2010, Jay was keynote presenter at the roundtable discussion: State of the Exhihition Industry at RECON, hosted by International Council of Shopping Centers (ICSC). In February, 2009, Jay was chairman and moderator for the cinema panel discussion Cinemas: Surviving, Thriving and Positioning for the Future at the Urban Land Institute (ULI) Re-Inventing Specialty Retail and Entertainment Conference. Jay is a graduate of Brown University and Washington University School of Law. He is a member of ULI, ICSC, and the Missouri Bar Association and is a member of the editotW advisory board of Shopping Center Business magazine. 20 Fresh Pond Place • Cambridge, MA 02138 Phone:781-894-9640 • Fax:617-349-5342 • Cell:917-975-6672 jmshapiro @att.net • www.jmsadvisory.com REDEVELOPMENT COMMITTEE AGENDA ITEM SUBJECT: VANIR CONSTRUCTION MANAGEMENT, INC. - PROFESSIONAL SERVICES AGREEMENT TO COMPLETE THE CALIFORNIA THEATRE SEISMIC AND BUILDING ADDITION INTEGRATION, PRELIMINARY ESTIMATE AND FUNCTIONAL STUDY Background: / 0 Ova avd f / Since its completion in 1928, the Spanish colonial style theatre building located at 562 West 4th Street in the City of San Bernardino (the "City') has been one of the Inland Empire's premier performing arts centers and an architectural master piece. The California Theatre of the Performing Arts (the "Theatre"), stands not only as the focal point of the City's Theatrical District it is the City's most valued historic monument, it is also one of the major entertainment venues and socioeconomic drivers to the City's downtown. For the reasons mentioned previously, it is of the utmost importance to the residents of the City of San Bernardino and patrons of the arts from around the world that the Theatre District be an integral part of the enhancement of the City's downtown. 7 In 1996 the Redevelopment Agency of the Cit of San B rnardino the "Agency") acquired the Theatre from the San Bernardino Civic Light Oper and began a campaign of building renovation projects. The Agency has ma a structura and architectural improvements, rebuilt fire damaged areas of the building, upgraded electrical, lighting and mechanical systems, and spent hundreds of thousands of dollars installing a fire suppression system in the Theatre. Due to advancements in computer technology used in structural building design and testing methodologies, a more thorough understanding of the effects of earthquakes on structures and the ground beneath the structures, and advancements in building techniques, today's building components are better able to withstand violent ground-shaking and the results of liquefaction caused by ground-shaking. In 2009, as a continued effort to preserve the Theatre, the Agencyhhired Mr. Len Knapp, a s ru�c uT�engmeer to comp e e a study of t—Fie�eo ogica , seismic and s ructuralcon condition n oot the Theatre and its surrounding parcels. Mr. Knapp's study recommended ma Ing s ruc ur 1 improvements to the Theatre building's roof diaphragm. Due to site restrictions and other considerations, the structural improvements will bet a incorporated into the structural framin of building ad�c Itlons a e o e e error o the bwldin Additionally, buttress columns we pro osed to be added to the west side o the building to stabilize the eatre in the even o a ismic event. Current Issue: xN � �rt^' tort/ ,GOi4 dtllwaut .U.�a...,�.: G--7i" /ori ynt�(J Based on extensive experience with the Theatre's structure and operations, a thorough knowledge of working with historic buildings and utilizing the aforementioned structural analysis, VaniriConctntr+ice., �� proposes to perform an additional study to PAAgendas\Redevelopment Committee%RDA 2010\04-06-10 Vanir Professional Services Agreement.d= Redevelopment Committee Agenda Meeting Date: 04/08/2010 n Item No: 3 /� Redevelopment Agenda Item Vanir Construction Professional Services Agreement Page 2 determine the best way to integrate the structural design solution with the existing Theatre and its site while nhancing functional operations, visual impact and preserving the historic design integrity. Additionally, analysis of the functional o ions of the eas w ding addition, _possible tUrther utilization of the west side of the building and V e stu ies wi a so be required. ,Fnally, a preliminary cost estimate will be completed to assist the Agency with budgeting considerattQns._ Environmental Impact: No impact under CEQA pursuant to Section 15301. Fiscal Impact: `4-0)v �Gjy) /�. ) �_ �� dQ6 � ", �tr-C(., 0 53 SIqSJ $88,000 from the State College Redevelopment Project Area Tax Increment Fund account. Recommendations: That the Redevelopment Committee recommend to the Community Development Commission approval of a Professional Services Agreement by and between the Redevelopment Agency of the City of San Bernardino and Vanir Construction Management, Inc., to complete the California Theatre Seismic and Building Addition Integration, Preliminary Estimate and Functional Study. Attachments: [] Yes ® No iPreipr � C onc s itl Do m, enior Administrative Real Don Gee, Deputy Director Analyst Certified to Funds Availability: Approved By: �X 4�F Ap- Lori Ppt ino lei )) Emil A. Marzu , Interim Executive Director Interim Administrltfv ervices Director P.Wgendas\Redevelopment Commilt"MA 2010\04-08-10 Vanir Professional Services Agreement docx Redevelopment Committee Agenda Meeting Date: 04/08/2010 !? Item No: 3 i EIMTT "A" List of City Public Works Projects and Dollar Amount of each Project 01 /2 docj-OQV _ 9 hN a u vv v ri r6 � � cUi � d Pai 2t c d A A inin COD � �I w � � � 0 0 0 0 0 0 0 0 0 0 0 0 0 0 .p o 0 0 0 0 0 0 �0 0 0 0 0 0 w o 0 °�o0 00 ° 0 0 0 0 0 -CORD $ oo O O h O p 0 0' �O O OIO O O N [� i0 CI NIA Ih OIOiM .n SIN M O N 4;s 6s 69 69 69 69 69 69119 69 69 69 49 69.69 I69 i b •py IM i.r,. m �� O w .d y d x IyIC7 IsItv 'V � Ip�V 0 IUla I ^ A!•5 IyN w ci a. WI y 42 Cd W A c c b I a I^yldjo 3 �I °� Sri b Iw.° �,� �� I V 4, U° G o ° p y a W �r d a I : eon d w ° a o °' a � U d o u° o • U z rn ° a COD •-• N M h �p A 00 M h 00 O1- `l•�a-� �iva- ��3� �1/ �1461 ao6 tell �� � z `' - E� Lease the-City-e€San Bernardino Economic Development Corporation, as Landlord and Regal Cinemas, Inc., as Tenant San Bernardino, California Dated the _ day of 92011 S:kWNLESIY/0'1DM3�LACELM&L.,o-5(FROM/B}do SAW MLES�270]DM31=.-5(.10-26-I7).doc 10 Table of Contents ARTICLE 1:INTRODUCTORY PROVISIONS„.............„.„.„„„„.„„.„.....„._..„..„.„._.„.1.1 Section 1.01:FUNDAMENTAL LEASE PROVISIONS.......................................................1.1 Section 1.02:REFERENCES AND CONFLICTS..................................................................1.2 Section 1.03:GENERAL DEFINITIONS..........................................................................4,211 Section 1.04:EXHIBITS....................................................................................................4,41.5 Section 1.05:GLA OF THE PREMISES...........................................................................4,41.5 Section 1.06:CHANGES TO CENTER..................................................................................1.5 Section 1.07:PARKING RETENTION AREAS................._.................................................1.5 Section 1.08:WAGE REQUIREMENTS................................................................................1.6 ARTICLE2:PREMISES.........................................„....„..........................................„.„..„......2.1 Section 2.01:LEASE OF PREMISES.....................................................................................2.1 Section 2.02:TITLE AND SUITABILITY.............................................................................2.1 Section 2.03:SECURITY DEPOSIT......................................................................................2.1 Section 2.04:TITLE CONTINGENCY..................................................................................2.2 ARTICLE 3:CONSTRUCTION....................................„.„.„.„....._..............................3.1 Section 3.01:DEFINITIONS AND OVERVIEW...................................................................3.1 Section 3.02:DEVELOPMENT APPROVALS......................................................................3.4 Section3.03:PLANS...............................................................................................................3.4 Section 3.04:BUILDING PERMITS......................................................................................3.5 Section 3.05:CONTINGENCIES...........................................................................................3.5 Section 3.06:LANDLORD'S WORK.....................................................................................3.6 Section3.07: STAGING AREA..............................................................................................3.6 Section 3.08:TENANT'S WORK AND PAYMENT OF COSTS.........................................3.6 Section 3.09:MECHANIC'S LIENS......................................................................................3.7 Section3.10:INSURANCE.....................................................................................................3.7 Section3.11:ACCESS............................................................................................................3.7 Section 3.12:FORCE MAJEURE...........................................................................................3.8 ARTICLE4:TERM................................„........„..........................................................„..........4.1 Section 4.01:TERM OF THIS LEASE...................................................................................4.1 Section4.02:RENT YEAR.....................................................................................................4.1 Section 4.03:OPTIONS TO EXTEND...................................................................................4.1 Section 4.04:TERMINATION RIGHTS................................................................................4.1 ARTICLE5:RENT.......................................................................„...„..............„.....................5.1 Section5.01:RENT.................................................................................................................5.1 Section 5.02:RENT COMMENCEMENT DATE..................................................................5.1 Section 5.03:BASE RENT OR SPECIAL RENT...................................................................5.1 Section 5.04:PERCENTAGE RENT......................................................................................5.3 Section 5.05:RENT PAYABLE TO AND WHERE..............................................................5.5 Section 5.06:LATE PAYMENT INTEREST.........................................................................5.5 ARTICLE 6:TAXES AND ASSESSMENTS...„..................................„.......„._„.„..............6.1 Section 6.01:LANDLORD'S TAXES....................................................................................6.1 Section 6.02:TENANT'S TAXES..........................................................................................6.1 ARTICLE 7:UTILITIES AND SERVICES...........„.„.„.„.„.„............„.................................7.1 Section 7.01:UTILITIES.........................................................................................................7.1 Section 7.02:CHARGES FOR UTILITY SERVICES...........................................................7.1 Section 7.03:TRASH AND GARBAGE REMOVAL...........................................................7.1 Section 7.04:PARKING AREA LIGHTING..........................................................................7.1 S:\WPFlLES\2707D\443\La.-$(.10.2411).4m i �Z/ ARTICLE 8:USE OF PREMISES..................................»...._.._........................................8.1 Section 8.01:USE AND TRADE NAME...............................................................................8.1 Section8.02:HOURS..............................................................................................................8.1 Section 8.03:OPERATIONAL REQUIREMENTS................................................................8.1 Section 8.04:ALTERATIONS................................................................................................8.2 Section 8.05:SATELLITE DISHES.......................................................................................8.2 Section 8.06:PROXIMATE S ALES.......................................................................................8.2 Section 8.07:OPENING AND CONTINUOUS OPERATION..............................................8.3 ARTICLE 9:COMMON AREAS...........................................................„_........................9.1 Section 9.01:USE OF COMMON AREAS............................................................................9.1 Section 9.02:CAM OBLIGATION.........................................................................................9.1 ARTICLE 10:PROMOTION OF THEATRE...........................„„„„.„.„».„...„.„..„.....».10.1 Section 10.01:PROMOTION OF THEATRE......................................................................10.1 ARTICLE 11:INDEMNITY AND INSURANCE..............._..................................11.1 Section 11.01:TENANT'S INSURANCE............................................................................11.1 Section11.02:INDEMNITY................................................................................................. 11.1 Section 11.03:MUTUAL WAIVERS................................................................................... 11.2 Section 11.04:LANDLORD'S INSURANCE......................................................................11.2 ARTICLE 12:DAMAGE OR DESTRUCTION.............................................„_„............12.1 Section 12.01:DUTY TO RECONSTRUCT FOLLOWING CASUALTY......................... 12.1 Section 12.02:DUTY TO REPAIR OR REPLACE EQUIPMENT.....................................12.1 Section 12.03:RIGHT TO TERMINATE.............................................................................12.1 Section 12.04:ABATEMENT OF RENT.............................................................................12.2 ARTICLE 13:MAINTENANCE OF THE THEATRE.......................................................13.1 Section 13.01:LANDLORD'S MAINTENANCE DUTY...................................................13.1 Section 13.02:TENANT'S MAINTENANCE DUTY......................................................... 13.1 Section 13.03:RIGHT OF ACCESS TO THE PREMISES..................................................13.2 ARTICLE 14:TENANT'S PROPERTY AND SIGNS„....»...........................„..................14.1 Section 14.01:TENANT'S PROPERTY..............................................................................14.1 Section 14.02:TENANT'S SIGNS.......................................................................................14.1 ARTICLE 15:ASSIGNMENT AND SUBLETTING„..................».».„.„....._.__.».„.........15.1 Section 15.01:ASSIGNMENT PERMITTED......................................................................15.1 Section 15.02:CONSENT REQUIRED................................................................................15.1 Section 15.03:MERGER,CONSOLIDATION....................................................................15.2 Section 15.04:MORTGAGE OF LEASEHOLD..................................................................15.2 Section 15.05:LICENSE....................................................................................................... 15.4 ARTICLE 16:DEFAULTS BY TENANT....................................„„.»..............„„.».»._.....16.1 Section 16.01:EVENTS OF DEFAULT............................................................................... 16.1 Section 16.02:REMEDIES AND DAMAGES.....................................................................16.1 Section 16.03:MITIGATION...............................................................................................16.1 Section 16.04:DEFAULT RATE.......................................................................................... 16.2 ARTICLE 17:LIABILITY OF LANDLORD..................„..................................................17.1 Section 17.01:LANDLORD'S DEFAULT........................................................................... 17.1 SAWPPILE 707DW3U -5(.,IM6-11).d. ii ARTICLE 18:NON-DISTURBANCE AGREEMENT.......................................................18.1 Section 18.01:SUBORDINATION OF LEASE...................................................................18.1 Section 18.02:TENANT'S ATTORNMENT.......................................................................18.1 Section 18.03:NON-DISTURBANCE AGREEMENT........................................................18.1 Section 18.04:INSTRUMENTS TO CARRY OUT INTENT.............................................. 18.2 ARTICLE 19:ESTOPPEL CERTIFICATES......................................................................19.1 Section 19.01:AGREEMENT TO DELIVER...................................................................... 19.1 ARTICLE 20:QUIET ENJOYMENT...................................................................................20.1 Section 20.01:QUIET ENJOYMENT..................................................................................20.1 Section 20.02:TITLE REPORT,SURVEY&FLOOD PLAIN CERTIFICATE................20.1 ARTICLE 21:SURRENDER AND HOLDING OVER......................................................21.1 Section 21.01:DELIVERY AFTER TERM..........................................................................21.1 Section 21.02:EFFECT OF HOLDING OVER....................................................................21.1 ARTICLE 22:CONDEMNATION........................................................................................22.1 Section 22.01:ALL OR ANY PART OF PREMISES TAKEN...........................................22.1 Section 22.02:TAKING OF PARKING SPACES................................................................22.1 Section 22.03:OWNERSHIP OF AWARD..........................................................................22.1 ARTICLE 23:MISCELLANEOUS.....................................................................................23.1 Section 23.01:INTERPRETATION.....................................................................................23.1 Section 23.02:LIABILITY OF LANDLORD.......................................................................23.1 Section23.03:NOTICES.......................................................................................................23.1 Section 23.04:SUCCESSORS..............................................................................................23.2 Section23.05:BROKERS.....................................................................................................23.2 Section 23.06:UNAVOIDABLE DELAYS..........................................................................23.2 Section 23.07:SEVERABH.TTY...........................................................................................23.2 Section 23.08:TIME OF ESSENCE.....................................................................................23.2 Section 23.09:APPLICABLE LAW.....................................................................................23.2 Section23.10:WAIVER.......................................................................................................23.2 Section23.11:RECORDING................................................................................................23.3 Section 23.12:HAZARDOUS MATERIAL.........................................................................23.3 Section 23.13:ENTIRE AGREEMENT................................................................................23.5 Section 23.14:EXCLUSIVE RIGHT....................................................................................23.5 Section 23.15:ATTORNEYS'FEES....................................................................................23.6 Section 23.16:LANDLORD MEANS OWNER...................................................................23.6 Section 23.17:COVENANTS,CONDITIONS AND RESTRICTIONS..............................23.7 Section 23.18:ACCEPTANCE OF LESS THAN FULL PAYMENT.................................23.7 Section 23.19:MUTUAL EXECUTION..............................................................................23.7 Section 23.20:COUNTERPARTS........................................................................................23.7 EXHIBITS: Exhibit A- LEGAL DESCRIPTION OF THE LAND[Section 1.03]; Exhibit B- SITE PLAN OF THE CENTER[Section 1.037; Exhibit C- LAYOUT PLAN OF THE THEATRE[Section 1.03 Exhibit D- LANDLORD'S WORK AND TENANT'S WORK[Section 3.017; Exhibit E- COMPLETION CERTIFICATE[Section 1.05]; Exhibit F- NON-DISTURBANCE AGREEMENT[Section 18.01 Exhibit G- LANDLORD ESTOPPEL CERTIFICATE[Section 19.011; Exhibit H- MEMORANDUM OF LEASE[Section 23.111; Exhibit I. COMMON AREAS WORK SCHEDULE[Section 3.01 ;-end Exhibit J- FORMER THEATRE SPACE WORK SCHEDULE[Section 3.011:and xhihit K- Dt7P ROMMR.NT [Sfftion 7t nn �3 5:\WPFILE$\2]0]DW43V.euc-5(wms 10.36 4 l).d« jjj 7 7 77 City of San Bernardino Redevelopment-Economic DevelOP"'Ont-Housing&Community San Bern mo Ecomalo Development March 7,2011 5 S 49 Panattoni Development Company,Inc. Attention: Mark D.Payne 34 Tesla, Suite 200 Irvine,CA 92618 RE: Carousel Mall—Exclusive Right to Negotiate Dear Mr. Payne: ^' w, p � FQ�y �mica a",Mello On Ma 5 2010, lue Redevelopment Agency of the City of San Bernardino (the"Agency')and Panattoni Development Company,Inc., eTanattoni"),executed an Agreement for Assignment of Contract the "A ement") for the ro erty located at 295 arouse Mall in the City of San Bernardino California t e"Property Z Pursuant to the Agreement, Section 6. Exclusive Right to Negotiate Agreement as additional consideration for Panattoni entering into the Agreement, both the Agency and Panattoni agreed to execute an Exclusive Rieht to Negotiate Agreement (the "ERN") on the date the Agency acquires title to the Property. On February 15, 2011, the Agency acquired title to the Property per o e ocumen o. 110066490. \ ¢o n t��o iorct The Agency now wishes to pursue an executed ERN with Panattoni for the potential redevelopment of the Property as was previously committed in the Agreement._ A form of the ERN was attgdxd as Exhibit "C" to the A reemen and two execution copies are enclosed with s letter 'i Please contact me at (909) 663-1044, at your earliest convenience to discuss moving forward with the ERN. Sincerely, Emil A.Marzu] Interim Executive Director Enclosure cc: Timothy J. Sabo Agency Counsel 201 North E Slreef,Su11e 301•San Bomardino,Ca0lomla 92401-1507•(909)663-1044•Fax(909)888.9413 Email.'In1o®sbrda.org•www.sbrda.org _2f� 1 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT CAROUSEL MALL THIS EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT (this "Agre ement's is dated as of March 7.2011 (the"Effective Date"being the date that the Agency has acquired title to the Property as herein provided), and is entered into by and between Panattoni Development Company, Inc. (the "Developer"), a California corporation, and the Redevelopment Agency of the City of San Bernardino (the "Agency'), a public body, corporate and politic, in light of the facts set forth in the following recital paragraphs: RECITALS A. The Agency desires to encourage and effectuate the redevelopment of certain real property,located within the Central City Redevelopment Project Area (the"Project Area')of the City of San Bernardino (the "Ci ) and commonly known as a portion of the Carousel Mall, located at 295 Carousel Mall, in the City of San Bernardino, California, as more particularly described in Exhibit"A" comprising the buildings and the associated arking areas of the • Carousel Mall in-line shahs, the omter ont>om ly Ward.department store an tire- att en- auto facilitL(the"Property"). B. The Develo is ualified�to assist the Agency to undertake the study of specific proposals and plans or a coordinated and economically sustainable redevelopment project within the Study Area as illustrated on Exhibit"A"which will require specific study, evaluation and planning by the City and the Agency, as applicable, of appropriate and feasible community redevelopment program alternatives. C. The Developer and the Agency believe it is appropriate for the Developer to perform certain redevelopment studies, in consultation with the Agency, IR evaluate the feasibil of redevelo in the P ert b the A enc with th4evelo er acting as�the _ Development Management Consultant("DMC"), subject to the terms and conditions as set forth Blow. ,IQ.c„��s/ COVENANTS IN CONSIDERATION OF THE FOREGOING RECITALS, WHICH ARE INCORPORATED INTO THIS AGREEMENT BY THIS REFERENCE AND THE MUTUAL COVENANTS AND PROMISES SET FORTH HEREIN, THE DEVELOPER AND THE AGENCY HEREBY AGREE,AS FOLLOWS: I. Developer Acknowledgments and Term of Agreement. a. The Developer hereby acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer by the Agency or an acceptance by the 46164491-4950.1 2 Agency of any offer or proposal from the Developer to convey any interest in the rope to a eve o r. unng a term of this Agreement, any studies re ating to a Project (as efined below)that may hereafter be undertaken by the Developer, in its sole discretion, shall be the sole responsibility and ro ert of the Developer and shall not be deemed to be unde n or the benefit of the Agency and the City. b. The qualifications ei d identity of the Developer and its principals are of particular importance to the Agency. The Agency relied on these qualifications and identity in entering into this Agreement with the Developer. Accordingly, except as expressly set forth herein below, during the term of this Agreement,W Developer shall not transfer or assign all or any of the Developer's rights or obligations set forth in this Agreement(hereinafter,collective) a"Transfer and no vo untary or involuntary successor-m-interest of the Developer=hall any rights or power under Vs Agreement except pursuant to an assn ent approved in wri ting by theInterim Executive Director of the Agency such approval not to a unreason y wi e , delayed or conditioned. For purposes of this Agreement, a Transfer shall include both (i) a transfer on a cumulative basis of more than twenty-five percent o o e beneficial ownership interest in the Developer, and (ii) a transfer of thee management and control of the Developer to any third party other than to an Affiliate of the Developer. As used herein, the term "Affiliate'means any entity that is either a parent, co-venturer Or subsidiary of the Developer and/or any entity in which the Developer, or such parent or subsidiary owns a controlling interest and exercises manage ent control or which is directly or indirectly ntrolled by Carl D. Panattoni. The Interim . Executive Director of the Agency shall approve or isapprove an requested Transfer requiring Agency approv within ten (10) business days after receipt of a written request for proval from the Developer, together with suck documentation as may be reasonably required by the Interim Executive Director r of the Agency, to evaluate a propose transaction and the proposed assignee's- or transferee's experience and qualifications, including the proposed assignment and assumption agreement by which the assignee expressly agrees to assume all rights and obli ations of the Developer wider— t—thiis A eement ansmg a er e Ofective date of the assignment, and in which the assignee or transferee agrees to assume, or the Developer expressly remains responsible for, all performance and obligations of the Developer arising prior to the effective date of the Transfer. The assignment and assumption agreement sball be in a form reasonably aceepta a to a eno s e counsel. No later antedate the Transfer becomes a ective, the Developer shall deliver to the Agency the fully executed assignment and assumption agreement. C. Notwithstanding any other provision set forth in this Agreement to the contrary, the Agency's approval of a Transfer by the Developer shall not be required in connection with any of the following transactions: (1) Transfers resulting from the death or mental or physical incapacity of an individual who is a principal of the Developer; 481644914950.1 -2- / Z 7 (2) the imDroval and execution by the Developer of one or more urchase/sale agreements, leases and other Simi ar a ements, including without imitation an co-venture a ements with third parties, at are not mconsistent with th eveloper's ultimate deve opmen o e Projec (as �v defined below and 'th the understandings that no such agreement ha11 be deemed to limit or restrict the Agency's or the City's discretion with respect to the temis and conditions of any agreements pertains to all or any portion of the Property;or (3) Transfers for financing purposes. d. This Agreement shall automaticall terminate, without further notice or action, and be of no er orce or a ect (i) t e ater o one- un a -ei 180 d s following the Effective ate or a immediately upon the effectiveness of,�DMC� wi t e Developer,u ess: D6vW40>W4 /Yfa Cow 4 (1) the parties each a eat their sole disci lion to extend the term of this ArX-i4'wD greement in writin to srecific date, su-feet to a Interim Executive o s irector of the Agency first making finding based upon written documentation and othl facts presentee to verify that satisfactory progress is being made to complete the activities to be performed by the Developer set forth in Section 5; or (2) a party terminates this Agreement as provided under Section 18 or Section 19,as applicable. QrNs4 7 e. Notwithstanding any other provision of this Agreement, if the Ag cy acquires 2 t(y . fee title to the Property by any means other than pursuant to the PSA within two and one-half 2 %)%) years ote is paid in of date the Promissory full [Sixteen Million Four uH ndred Fifty Thousand Dollars ($16,450,000)] plus accrued interest through date of payment, this Agreement shall be deeme to a in ful orce an e ect as of the date of acquisition of the Property by Agency. 2. The Proieet. ,��«X17» .. G J��V pfd•` ��"L` Subject to the terms and conditi ns of this Agreement, development and execution of a mutually satisfactory Project DMC, the approval by the City, the Agency and other governmental agencies with jurisdiction over the Project Area and the Study Area of any permits and approvals that are needed to accommodate the development contem fated b the Project,the City's or the Agency's com ro completion 'of the env nmenta review process and certification of CEQA documentation for the development of the Property within the Study Area pursuant to the California Environmental Quality Act("CE A") and compliance with all other applicable state and local laws, ordinances and regulations for such development, the Develo er shall take all reasonable actions required or necessary for determining a scope of proposed development management cons tmg wor relating to the feasibility of the redevelopment of the Property and the projected development of premier office and mixed use facilities(the"Project")while taking 481644914950.1 -3- 17-7 ' 1 the needs and concerns of the Agency, the City and other stakeholders at the present Carousel Mall into consideration. 3. Negotiation Period. a. The rights and duties of the parties established by this Agreement shall commence following the Effective Date of this Agreement and shall continue as provided in this Agreement. Such time period during which this Agreement shall be in effect (including any extensions of time approved by e A enc is referred to as the � "Negotiation Peno /��� e�i�[�issrir b. Within two(2)business days�cguiring title to the Property, Agency ball give written notice of the Effective Date to the Developer. Cry 0 C. Within s' 60 calendar days following the Effective Date the Developer shall su mtt to a Agency a proposed sco e o work for the development of the Prope the"DMC Propos ��/ 7 d. Each party shall bear its own legal fees and overhead and administrative costs in connection with the preparation,review and negotiation of the DMC Proposal. C. All third party consultants retained by the Agency to prepare any study or document as part of the DMC negotiation process shall be subject to the sole control and direction of the Agency.he work roduct of any such Rerson shall be the pro o e A enc and the c shall have the right to use and repu Is such work product for any purpose. f. The Parties hereto acknowledge and agree that: (A) the Property consists of parcels which are owned by third parties ("Third Party Parcels"); (B) the identification of the Property as the site or a tore project is conceptual only; (C) no specific project for the Property has been proposed an tat a purpose of this Agreement is to provide for a period of negotiation which will inchi e the identification of project for the Property or portion thereto; (D)kpw= s participation rights under the Community Redevelopment Law of the S ate of California have not yet ee�prov�'Tic e to e owners and tenants of the Property, an sou a project be idenfified in the future for which the A enc will need to make a selection of a developer;the selection o e eve oper as the set ce�ted evelo roan o�ec s a be subject to the gency's owner participation r process and that as betwee the Developer and an owner-paz 1clpant w c includes tenants)�he Agency without liabili to the Develo er,ma select as the selected developer an eligible 75—O qu led owner-participant which includes any partnership, lininca lia i company,,loin venture, or other entity in which such owner-participant has an interest),rather than the Developer. g. Within fifteen (15) calendar days from receipt of any information from the Developer as provided in this Section 3, the Interim Executive Director of the Agency shall determine whether such inform ion is satisfactory. If the pecific item of information is unsatisfactory to the(nterim Executive Directoryof the 4816-0491 4950.1 -4- C/ t Agency,he shall notify the Developer,=writing of the reason or easons that the information is unsatisfactory. If the Interim Executive Directork the Agency ' does not make a determination regar mg any item of ulfomrahon submitted by the Developer under this Section 3 within fifteen (15) calendar days from receipt of such information, the information shall be deemed submitted in acceptable form by the Agency. The determinations to be made by the Interim Executive Director of the Agency under this subsection shall in no way bind or constitute the approval of the Agency, accept as provided herein. 4. CTollin option Period. 1 If A enc determines not to ursn//e an ro'ect after the Effective Date,the Agency may give written notice ereof to the Developer and lrect t e Developer to stop work. The Negotiation Period shall be tolled from the date of giving notice to stop work and the tolling s al terminate when t e Agency gives written notice to the Developer to resume work. The Negotiation Period shall then re-commence from the end of the tolling period. 5. Obligations of the Developer. During the Negotiation Period,the Developer shall proceed diligently and in good faith to perform the following: I a. (Review and provide the DMC)Proposal information described in Section 3 and,if acceptable tq,�the Developer, submit a executed copy of the final form of the DMC to the/Interim Executive Dircetor�f the Agency on or before the end of the egotiation rio (or suc ater date corresponding to an authorized extension of the Negotiation Period); and b. Consult with the Agency on a regular basis and keep the Agency advised on the /b�l( progress of the Developer in coin leting its obligations under this Agreement on 30 written reports to be submitted to the tenm xecutve Director ever thirty 30) calendar days from and after the date the Agency acquires ee title to the Property. 6. Agency Not to Negotiate with Others. a. The Agency currently deems the redevelopment of the Property for a feasible Project to be appropriate for further review and consideration, and the Developer appearsl o be qualified to undertake the task of planning the details for the Teve opment of the roperty an e management of such process. b. During the Negotiation Period the gency shall not negotiate�vith any other person or entity regarding ether'the disposition o e operty or the redevelopment of all or any portion of the Project. The term "negotiate", as used herein, shall be deemed to preclude the Agency from approving an y other offer or roposal from a third a to develop the Property or resent another ro ect or lap or tie Property, and m lscussm other redevelo ment proposals for the Property with third persons or entitles. 481644914950.1 -5- i C. Notwithstanding any other provision of this Agreement, during the Negotiation Period, the A ency shall not be precluded from furnishing to persons or entities uric a e to a eve oper 1 or nation in the possession of the Agency relatin to e redeve o went of any other land owned or controlled y the City or the gency outsi a ut m c ose proximity to t e Property ut specifically excluding therefrom properties owned by the City and/or the A en either resentl or ere er acquire wrt n t e area tided by "E" Street, Second Street "G" ee, r and Fourth Streets whet er or not encumbered by the &W Reciprocal Easement Agreement ('ff which provides for reciprocal parking rights and other common area usage adjacent and in proximity to the Property. Subject to its obligations set forth in Section 6.b. above, the Agency may also provide any other information in its possession that would customarily be furnished to persons requesting information from the Agency regarding the Property and other Agency public information concerning its activities, goals and matters of a similar nature, or as required by law to be disclosed upon request. 7. Agency Cooperation. During the Negotiation Period,the Agency shall: a. at the request of the Developer, use its best efforts to assemble written materials and documents relating to the Property that are in the possession of the Agency; b. use its best efforts to provide appropriate and timely comments to the Developer with respect to one or more conceptual development plans,as may be proposed by the Developer for the Project, and the redevelopment of the Property, including, but not limited to, conceptual plans or studies of vacation, realignment or conceptual a an o hent of public roperty and facilities the installation and improvement of puyic improvements,_any formal development entitlement applications at maybe- the Developer during the Negotiation Period and any mviromne ion a rotect that may be undertaken during the egotiation Period under CE A• rovided,however,that the Agency reserves its and authority with regard to support and approval of any development permit applications that may be filed by the Developer during the Negotiation Period; c. use its best efforts to ensure that the Developer has access to the Property during the Negotiation Period for the purpose of conducting customary due diligence investigations and observations thereon, including environmental investigations of the subsurface or any structure thereon, but exclud g any estroc ve testing, su ect to a terms and conditions o a separa a environmen m'vabgatian and inspeon license agreement to be geed upon the Agency and a cti eveloper, at some later date,if applicable; d. use its best efforts to provide the Developer with information or copies of all reports, studies and other information in the City's or the Agency's possession relative to the Property and the status of the current building plans, conditional 4916-0491-4950.1 -6- 1 use permits, occupancy certificates and other City approvals with respect to the building structures and the Property;and C. use its best efforts to coordinate the location of parking and the feasibility of 4 providing commitments for the continued use of on-street and off-street public parking in the vicinity of the Property; and f. use its best a=to address sec_ unity issue within the Downtown Area and in particular security issues related vicinity of the Property; g, use its best efforts to identi the arking and other security requirements and the location and number o public parking spaces and other parking spaces as ma e committed to and/or available to the users of the Property and the type of security, "P ours of operation and numbers of security personnel required in furtherance of the redevelopment of the Property; and h. consider in good faith the proposals submitted by the Developer, respond within the times provided in this Agreement, and provide the Developer the opportunity to respond to comments before making any final decision on proposals submitted by Developer. 8. Negotiation of the DMC. ���`�!°"` �' "�». ci,.a.✓G,� It is the intent of the parties that t e Developer and the Agency will negotiate the final terns and conditions of a proposed DMC between the date that the Developer submits the DMC / Proposal to the Agency pursuant to Seen 3 of this Agreement and the end of the Negotiation Period. Notwithstanding such commitment of the Agency to negotiate the terms and conditions DrnC of the final DMC,nothing contained herein commits the Agency Staff to recommend approval of ,d,,,,y„w�d any final form of a DMC 1resented for consideration y the Community Developments Commission (the "Commission"), nor shall the Commission be committed to a rove an fns, form—of a DM by reason of the execution of this Agreement or y reason of any other actions of t e gency, a Agency Staff or the Commission prior to the conducting of a noticed public meeting on the consideration of the DMC in the manner as required by law. 9. Consideration for this Agreement and Reservation of Rights. In consideration for the Agency entering into this Agreement the Developer will undert a its o Igahons under Is greement and provide the Agency with copies of all studies and reports and other information generated by the Developer or its consultants regarding the Project to be used only in connection with this Agreement; provided, however, that nothing set forth in this Agreement shall obligate the Developer to rovide the Agency wit co enti ) �j mancial or business 1 ormatron t at Is not reason y required by the Agency to perform its j) o f ations as set o in s grcement. e p es agree t at, this Agreement terminates for any reason, or the Agency fails to extend the Negotiation Period, or the DMC is not finally approved by the Agency, for any reason, neither party shall have any further obligation to the other under this Agreement regarding the acquisition, reuse, redevelopment or development of tine Property,except as provided in the Assignment and Assumption Agreement. / 4816.4491-0950.1 -� �( 10. Planning and Design;Related Acknowledgments of the Parties. Certain development standards and design controls for the Project may be established between the Developer and the Agency,but it is understood by both parties that the Project must conform to the-City's development, design and architectural standards. The Agency shall fully cooperate with the Developer's professional associates in providing information in connection with the Developer's preparation of drawings, plans, and specifications. Nothing in this Agreement shall be considered approval of any plans or specifications for the Project itself by either the Agency or the City. 11. Developer Financial Disclosures. Subject to its reserved rights set forth in Section 9 hereinabove, the Develo er acknowIed es that it may be re uested to make certain confidential financial 'sc10 s7 A` e n ,�its s or egg counsel, as part of the financial due diligence investigations of the Agency relating to the potential development of the Project. The parties recognize that such financial disclosures may contain sensitive information relating to other business transactions of the Developer,that the disclosure of such�fgrmation to third parties could impose commercially unreasonable and/or anti-competitive burdens on the Developer. Accordingly, the Agency agrees to malntam the confidentiality of any business records described in Government Code Section 6254.15, as may be provided by the Developer to the Agency or its consultants, as permitted by law. The Agency shall advise the Developer of any Public Records Act requests for such business records, and the proposed response of the Agency thereto, a reasonable time prior to the Agency's delivery of such response and, if the Agency proposes to disclose any such business records, the Agency shall first agree to confer with the Developer to consider any objections that the Developer may have to such disclosure. 12. Nondiscrimination. The Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed,religion, sex,marital status, handicap,national origin or ancestry in undertaking its obligations under this Agreement. 13. Required Approvals. No DMC between the parties shall have any force or effect until the terms and conditions of the DMC are considered and approved by the governing body of the Agency, as required by law. 14. Press Releases. The Developer agree to discuss any press releases it ma propose relating to the Property or Project with the terim Executive Director of the Agency or his designee, prior to publication, to assure accurac and consistency of the information. 48164491 4950.1 -$ 3� 15. Notice. All notices required hereunder shall be presented either (i) in person or (ii) by fax and confirmed by First Class certified or registered United States mail with return receipt requested. Notice shall be deemed confirmed by United States mail effective the second business day after deposit with the United States Postal Service. Notice by personal service shall be deemed effective upon delivery. Either ap rty_may change its address for receipt of notice by nolify in9 the other party in writing. Notice shall be deemea to have been completed whop we notices have Te—en­prop—erTy7eTiv­er-eT as provided in this Section regardless of whether notice has been delivered to any other person entitled to receive a copy of such notice. Failure to provide notice to any person listed herein to receive a copy of notices shall not defeat or render as incomplete any notice as delivered to the other party that is a signatory to this Agreement. TO DEVELOPER: Panattoni Development Company,Inc. Mark D.Payne 34 Tesla, Suite 200 Irvine, California 92618 Fax: (916)669-4841 WITH A COPY TO: CVM Law Group,LLP 34 Tesla, Suite 200 Irvine, California 92618 Attn:Fredric Albert,Esq. Fax: (916)669-4860 TO AGENCY: Redevelopment Agency of the City of San Bernardino Attn.: Emil Malzullo,Interim Executive Director 201 North'IF' Street, Suite 301 San Bernardino, California 92401 Fax: (909) 888-9413 16. Acceptance of Agreement by the Developer. The Developer shall acknowledge its acceptance of this Agreement by delivering three (3)counterpart execute copies o t s greement. 17. Authority. Each signatory to this Agreement represents and warrants that he or she has the authority to execute this Agreement on behalf of the principal whom he or she purports to represent. 18. Optional Termination by Developer or by Agency. a. The Developer may, in its sole and absolute discretion, exercise an election to terminate this Agreement provided that the Developer gives at least a ten (10) calendar day advance written notice to the Agency. If the Developer terminates this Agreement it shall remain responsible for performance of its indemiliv- 49164491.4950.1 obligations set forth in Section 21 of this Agreement with respect to any acts or omissions of the Developer occurring prior to the effective date of the termination, and otherwise, neither party shall have any farther rights or obligations to the other party hereunder. b. The Agency may not exercise an election to terminate this Agreement other than as provided in Section ereo . 19. Defaults and Breach—General. Failure or delay by either party to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided, however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or reined th_ � e alleged default within five(5)business da�after receipt of written notice specifying such—defa�u t and shall in fact complete such cure, correction or remedy, with reasonable diligence,such party shall not be deemed to be in default hereunder. The party, which may claim that a default has occurred, shall give written notice of default to the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default as set forth herein without delivering the written default notice as specified herein. Any failure to delay by a party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with such a default. In the event of an uncured material breach,the party who is not in default shall be entitled to seek any appropriate remedy by initiating legal proceedings; provided, however, that, other than with respect to a Developer default in failing to perform its indemnity obligations set forth in Section 21. (i) the Agency shall not be entitled to specific performance or other equitable or injunctive relief against the Developer for a default by the Developer hereunder. In the event that a material breach has occurred and the non-performing party has not cured such breach within the period of time provided for in this Section 19, the party who is not then in default may terminate this Agreement by serving the other party with a written notice of termination, and thereafter, the Agreement shall terminate on the date specified in such notice, which date shall not be earlier than the later of(i) ten (10) calendar days following the date of service of the notice of termination on the other party or (ii)the date otherwise specified in such notice. 20. Attorneys' Fees. If any party hereto files any action or brings any action or proceeding against the other_ arisine out of this Agreement, or is made a party to any action or proceeding brought by a third a , then as between the Developer and the Agency, the prevailing party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as fixed by the Court, in such action or proceeding or hi a separate action or proceeding brought to 48164491 4950.1 -10- , R recover such attorneys' fees. As between the Developer and the Agency, the prevailinLparty shall be entitled to recover as an element of its costs of suit, and not asaama es, >ts reason e attorneys' fees as fixed y t e ourt, m sue action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. In the event the City becomes a party to any such action or proceeding or otherwise pursuant to Section 21 hereof, the words "reason le attorneys' fees" in the case of the Agency shall inchide the salaries, costs and overhead of Iawyers employed in the Office of the City Attorney of the City of San Bernardino. 21. Indemnification. Each party agrees to indemnify, protect, defend and hold the other, and their officers, employees and agents, harmless from and against, without limitation, all actions, causes of action, claims, demands, damages,judgments, costs, expenses and penalties (including, without limitation,attorneys' fees, court costs, consultant fees and costs,and all attorneys' fees and court costs incurred in connection with all appeals),to the extent arising from or related to any uncured default by the other party hereunder or any intentional misconduct or negligent act or omission of the other party, its agents, employees and/or independent contractors (and the successors and/or assigns of each of them) in performing, omitting, or failing to perform, in its obligations hereunder (collectively, the "Claims'l; provided, however, that (i) the foregoing indemnity obligation shall not apply to the extent any Claims arise out of any default by the other party in performing its obligations set forth in this Agreement or to the extent the other party has engaged in any intentional misconduct or is guilty of gross negligence and (ii) the foregoing indemnity obligation shall not cover any Claim for exemplary or punitive damages unless the other party is guilty of malice. The party claiming default shall give the other party written notice of the occurrence of any CIaim for which it seeks indemnity under this Section as promptly as practicable following such party's knowledge of the occurrence of such matter and the other party shall reasonably cooperate with the other in the defense of any such Claim. This indemnity provision shall survive the execution, delivery, expiration and/or termination of this Agreement and shall apply to the City in the same manner as it shall be applicable to the Agency. 22. Governing Law;Venue. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Further, the parties to this Agreement hereby agree that any legal actions arising from this Agreement shall be filed in California Superior Court, in the County of San Bernardino, San Bernardino District. 23. Seyerability. If any term, provision or portion of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision or portion thereof to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 491544914950.1 -11 3� 24. No Intent to Create Third Party Beneficiaries. The parties intend that the rights and obligations under this Agreement shall benefit and burden only the parties hereto, and do not intend to nor shall it create any rights in, or right of action to or for the use or benefit of any third party, including any governmental agency,who is not one of the parties to this Agreement. 25. Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of the time for performance of any obligation or act to be performed herein shall be deemed to be an extension of the time for performance of any other obligation or act to be performed under this Agreement. 26. Entire Agreement. This Agreement (including Exhibits"A" and "B" as attached hereto) is the final expression of, and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the appropriate party or by its agent duly authorized in writing or as otherwise expressly permitted herein. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which together shall constitute a single instrument. 27. Time of Essence. Time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof. Failure to timely perform any of the terms, conditions, obligations or provisions hereof by either party shall constitute a default under this Agreement by the party so failing to perform, which default can be waived by the other party at its sole and complete discretion. 28. Construction. Headings at the beginning of each Section,paragraph and subparagraph are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to Sections are to this Agreement. Exhibit"A" and Exhibit "B" as referred to in this Agreement is attached hereto and incorporated herein by this reference as if fully set forth herein in its entirety. clot 48164491-0950.1 -12 �� i 29. Payment for Development Consulting Services. Developer for the term of this Agreement, shall be compensated at a fair market rate determined y the parties eac at eir sole an absolute 4scretton or any eve o ment services .pre-an proved by t e gency as indicated in Exhibit`B" attached hereto or negotiated by the parties in writing at a later date. 4616-0491-4950.1 f IN VMNESS WHEREOF, Panattoni Development Company, Inc., and the Redevelopment Agency of the City of San Bernardino execute this Exclusive Right to Negotiate Agreement on the dates indicated next to each of the signatures of their authorized representatives as they appear below, and this Agreement shall be deemed to be in full force and effect upon the Effective Date. DEVELOPER Panattoni Development Company,Inc., a California corporation Dated: By: Name: Mark D.Payne Its: Senior Vice President AGENCY Redevelopment Agency of the City of San Bernardino,a public body,corporate and politic Dated: �` I By: Name: Emil Mmz Its: Interim Executive Director Approved as to Forman L gal Content: By: Agency Counsel 4816-04914950.1 -14- I EXHIBIT "A" � C a t U p • c O� 3, I lie ai1S .3. V v — - _ W W `u J C � I W W V/ a a O O O U Q F � - rr- - - LU A — w ILI Z z W Q F- dtf------//f a- e;�t o o w ✓f/. ff P/ �fl/ LIJ < w d EYMIT"B" Development Services NONE AT THIS TIME 4E164491-49$0.1 n 0� cc 4 m O �. ❑ as O G Q Z V,• N A .» w ny00• R m ry 54 1rO+�o� , ��p � � Q ° W M ry a b�. �V = y (j 0 G 7 � m ° o e"h m ❑ ❑ o'm aCK7` � w y m < O b lc� �Oxazl0 y N'Ob n.0 N 7 wmw Opp, wy O o w O•m m � c�o8n 5.oa o ul P.'�Ow retry _ wow mw ° < •�' -4 � �MGtl ❑ C ° Ow m ° M Cf)- "' y ywm p.9� wmoa K�, (" � °= m� • 3 m `°° ate, o C, 0 O O yam . !yO.n 94- o N q N G " y .7 O Y116 wr G�J� o� t�'o ^mG N ° w E.pm, �� �,� to 0 - ,.lJpj � 1 (•�1'� zw 0 7bwy``� ' j• O Ad 0,.° C v- my t° p N 3p aA2 T C A \� \ 3 ° a W 5. y y OT O o NrCnRO .�' (For convenience:1/10/11 typed version of 1/10/11 handwritten memorandum submittal for Public Record) Memorandum Joint Public Hearing 12.6.10 Mayor Common Council a Community Development Commission Agenda Items 23 and 25 Submitted for Public Record Date: Monday, December 6, 2010 (continued and held Monday, December 20 2010) EXCERPTS. . . . . . . From Warner Hodgdon June 1,2009 Letter of Support I to Mayor Morris and City Council "I have appreciated Mayor Morris'and the Council's courage to put an Action Plan on the table, as no action plan of socio economic viability had been implemented in over two and one-half decades. Since the 1970• 1985 political and economic successful I days of the Central City, by 2009 the City • County Seat has faced years of falling commercial and neighborhood property values, decreased revenues, increased crime, blight and decay." rents and foreclosed homes, etc.on-going the overallcCity North and South areas, flight limited to, have earned ar'POOR IMAGE'of blight and decay that needs to be cleaned up immediately." "I feel from years of experience that a confirmed North /South $2± Billion DUAL FUSION is required; or the EDAW $1 Billion Central City PREFERRED PLAN ALTERNATIVES will have few persons left in the City to sustain Downtown alone." "Members of my Heritage family first came to the area in 1848 • 1849. My entire life has been only love for the City and County Seat, as it is this moment. I have done my best to be a giver not a taker." "1 will soon submit an updated plan for a concurrent $2x Billion North • South Dual Fusion for Quality of Life" $2 BILLION NORTH • SOUTH DUAL • FUSION DUAL VISION . . . .FUTURE QUALITY OF LIFE I8 •20WHERITAGEOFTHEMOUNTAIN ARROWHEAD•IR53•2"CENTRAL CITY ARROWHEAD PLAZA COUNTY GOVERNMENT CENTER NORTH END ARROWHEAD RESIDENTIAL AREAS CLEAN • ,SAFE • SECURE MUTUAL SUSTAINABILITY..-..ONE SUPPORTS THE OTHER •i[, 7 n,I CITY COUNTY IVDA For convenience: 1/ 10/11 typed version of 1/10/11 handwritten memorandum submittal for Public Record) Memorandum Submitted for Public Record Date: Monday, January 10, 2011, 3:00pm To: Mayor/Council-Economic Development Commission MC e EDC RE: EDC Agenda R24 "The CDC receive and file a materials provided by the Interim Directo of the RDA relative to the update on REGAL ENTERTAINMENT PROJECT". From: Warner Hodgdon: Life Citizen, Builder, Contributo EXCERPTS. . . . . . . From Warner Hodgdon June 1,2009 Letter of Support to —? Mayor Morris and City Council "I have appreciated Mayor Morris'and the Council's courage to put an Action Plan on the table, as no action plan of socio economic viability had been implemented in over two and one-half decades. Since the 1970. 1985 political and economic successfL days of the Central City, by 2009 the City • County Seat has faced years of falling commercial and neighborhood property value! decreased revenues, increased crime, blight and decay." "The above has caused on-going higher income residential socio economic flight and infiiled with occupancy seeking lowe rents and foreclosed homes, etc. Thus, the overall City North and South areas, but not limited to, have earned a 'POOR IMAGE"c blight and decay that needs to be cleaned up immediately." j "I feel from years of experience that a confirmed North / South $2t Billion DUAL FUSION is required; or the EDAW $1 Billio Central City PREFERRED PLAN ALTERNATIVES will have few persons left in the City to sustain Downtown alone." -i "Members of my Heritage family first came to the area in 1848 • 1849. My entire life has been only love for the City an. County Seat, as it is this moment. I have done my best to be a giver not a taker." "I will soon submit an updated plan for a concurrent $2: Billion North • South Dual Fusion for Quality of Life." $2 sILLI ,. _ NORTH " SOUTH D1. DUAL VISION ... .FUTURE QUALITY OF LIFE IIVB•20119 HERITAGE OFTHE MOUNTAIN ARROWHEAD•1&4.�CENTRAL CITY ARROWHEADPLAZA • COUNTY GOVERNMENTCENTER NORTH END ARROWHEAD RESIDENTIAL AREAS CLEAN • SAFE • SECURE —1 MUTUAL SUSTAINABILITY.....ONE SUPPORTS THE OTHER TV I rF- , I r MEMORANDUM rDate: Thursday, January 20, 2011 To: Mayor Pat Morris, Chairman, Community Development Commission IFrom: Warner Hodgdon, Life Citizen, Builder, Contributor Chairman, Redevelopment Agency 1967—1969 and 1973—1976 I, Financial Consultant — Project Coordinator 1969 — 1972 in Joint Venture with Hornblower, Weeks, Hemphill and Noyes, member New York Stock Exchange for: Joint Powers Authority Structure; City Hall Civic Center, County Government Center EXCERPTS. . . . . . . From Warner Hodgdon June 1,2009 Letter of Support to Mayor Morris and City Council "1 have appreciated Mayor Morris'and the Council's courage to put an Action Plan on the table, as no action plan of socio economic viability had been implemented in over two and one-half decades. Since the 1970• 1985 political and economic successful days of the Central City, by 2009 the City • County Seat has faced years of falling commercial and neighborhood property values, decreased revenues, increased crime, blight and decay." "The above has caused on-going higher income residential socio economic flight and infilled with occupancy seeking lower rents and foreclosed homes, etc. Thus, the overall City North and South areas, but not limited to, have earned a "POOR IMAGE"of blight and decay that needs to be cleaned up immediately." "I feel from years of experience that a confirmed North /South $2t Billion DUAL FUSION is required;or the EDAW$1 Billion Central City PREFERRED PLAN ALTERNATIVES will have few persons left in the City to sustain Downtown alone." "Members of my Heritage family first came to the area in 1848 • 1849. My entire life has been only love for the City and County Seat, as it is this moment. I have done my best to be a giver not a taker." "I will soon submit an updated plan for a concurrent $ZS Billion North • South Dual Fusion for Quality of Life." $2 BILLION NORTH • SOUTH DUAL • FUSION DUAL VISION ....FUTURE QUALITY OF LIFE IM-2W9HERITAGEOFTHEMOUNGINARROWHFAD•I854•2W9CFNTRALCrrY ARROWHEAD PLAZA COUMYGOVERNMEYr CEMER N O R T H E N D A R R O W H EA D R E S I D E N T I A L AREAS CLEAN • SAFE • SECURE MUTUAL SUSTAINABILITY.....ONE SUPPORTS THF, OTHER CITY COUNTY IVDA MUNI JOINT COOPERATION • QUALITY OF LfFii"A02 d 0�V•� 4 E.N•2 N W bDc d Y SA ac9: ° �v� 9c c =A.21 w• xwo � �c > F °"o� o � O � M N W N - �° � aw �� m : .2 W.E (D L. UO m 0. bin bn iU � s O N y 0 WO a.3 a. '° a6x o O ., c NNOOG C. a W 'o oU a,w Imo cy,. � � m r. a m'y u; 0 N•y N O�C•T O N 3 > 00.. 5 � mI.Sa�Mm el— gNr C- gp —y Gtip . - —. k ' >,] s O Q m cE 3o N N p N � ti O ..r". R O A j0 a`o.i�q V ❑ 3W m 6 , e ❑o° cMc cc LUi 7 CD mE37 ENO W� UUOO N C U N y z eat mom ° c °�� .@rA A CL a a p a .° a w z W �y C.O..C" N_� ^y� F w "o aw¢l Fm Et� mm .oCo p o rMO$, m$ °� Son �i V Oh_ m L'i } L_ � d+�.+ .tdp N d E Rte. y0+ CD 0 Z 0 3 ma0i �'c a-m M s o C b v. on %20 co LL {6 O E 5_c 2c O y tlJ n31p1O � ILQ LLU UoaaBr. �` it I luvffU pun AUtodasog`anbwg puwb,{llq.1�Sa`palue A swoned - (. Iry*11jals pawweAT1Nu_1d0me oFt�.aat:n atrsbwuea}xa»n+� " -r A* THURSDAY, November 17,2011 STORIES FROMM I STORY FROM INCREASING POVERTY San Bernardino had the biggest increase in poverty among the natitf s 100 largest cities between 2007 and 2010. HIGHEST POVERTY RATES, 2007 HIGHST POVERTY RATES,2010 $ l 34.6% 4, San Bernardino All Detroit q'17 , •lt ; 31"4°70 30:6% AW 07 '= `Cineinnati � ' Cleveland ` ^� 223% San Berardino (14th poorest city) l ;,._ i SOURCE U.S.CENSUS BUREAU ESTIMATES STAn ARTIST i POVERTY Some who were barely the home after they couldn't programs,he said. able to make ends meet in keep up with payments.Now [The city has added thou- Los Angeles moved east af- they and their four children ds of jobs in the past sev- CORTDIUED FROM Al ter losing jobs or seeing their are about to be evicted from - ,al years, including ware- - est unemployment and fore- hours cut,she said.They typ- their rental house. use,logistics and other fa- .1 closure rates in the country, ically must leave their fami- Loistine Herndon, 61, the 'ties for major companies and people throughout Riv- ly,friends and child-care net- executive director of the out- ch as Stater Bros., Kohl's /L erside,and San Bernardino works behind. reach center, has lived or d,I dfx,Morris said. But 1 7 counties have been pushed Whethers lived in River- worked in Si BernardiSn �yostof those new workers into poverty, census esti- side when she was earning most her entire life. She's en'�want to live in the city, c mates;show. Indio had the $37,000 a year as a laboratory never seen it so bad. 1�seid. vuuuyCS ndvc ueen pusneu. VVnetners iivea In I41ver- worxea in San isernaralno ai- most:or those new worxers into poverty, census esti- side when she was earning most her entire life. She's don't want to live in the city, c mates.show. Indio had the $37,000 a year as a laboratory never seen it so bad. he said. ; biggest increase in poverty technician. Severe arthritis "When I shop there are Unlike mostly middle- of the 510 U.S. cities with incapacitated her and she more people looking for a class Inland cities like Ran- 1 65,000 or more people,census now relies on$830 a month in handout and there seem to cho Cucamonga,the city has i estimates from 2007 and 2010 Social Security disability in- be more people roaming few new, larger homes that show. Rialto had the sixth come. Brown, 38, has only a around the streets,"she said. middle and upper-income biggest rise in poverty. few hundred dollars leftover "At all the gas stations, people seek,he said. 1 The poverty estimates for each month from his job as a there's always someone try- "The very heart of the city r the;smaller cities are less re- barber once he pays taxes ing to wash my windows or is:comprised of two-bed- liaWethan for Detroit or San and child support. asking for a dollar or some- room, one-bathroom small Bernardino, because fewer Wbethers said San Ber- thing. There are many more bungalows, he said. "We people were surveyed,John- nardino is a decaying city people struggling." prpbably have the oldest son-said.But the large num- that she hopes to one day The Rev,Ray Turner,pas- housing stock in the Inland ber of Inland cities near the leave. for of Temple Missionary Empire. Who's moving in? C topnfthe list illustrates the "The streets are ragged, Baptist Church, which over People who can afford low- crushing impact of the mas- like this, all broken up," sees the outreach center, cost housing, the smaller t sive loss of jobs in construc- Whethers said as she point- blames San Bernardino's units." 1 tion and other fields,he said. ed to the cracked pavement fractious politics and what Gary Dymski, a professor 1 Unlike Rust. Belt cities on Del Rosa Avenue while he sees as a lack of vision for cf economics at UC River- l such.as Newark and Milwau- waiting for a bus on a recent contributing to the city's side, said the census num- : kee that have long had high afternoon. problems. The city, county bers underestimate how t poverty rates,the Inland re- On the other side of the and state need a coherent much San Bernardino resi- giorr,eojoyed strong econom- city,past vacant lots,board- strategy to turn the city dents are struggling. Al i is growth in the early and ed-up houses and people around,he said. though: inexpensive by mid-200s, leading to a with weathered faces push- San Bernardino Mayor Southern California stan- sharper fall once the reces- ing shopping carts brimming Patrick Morris agreed that dards, the city has higher sionhit. Also unlike many _with their belongings,Josefi- political infighting has iousing and other costs than cities in the Midwest and na Torres picked through do- helped stymie growth in the ligh-poverty cities like De- Northeast, San Bernardino nated clothes at Temple city,although he said he has iroit.Many people above the continues to increase in pop- Community Outreach Cen- worked to bring civility and official$11,139 poverty cutoff ulation, attracting low-in- ter before sitting down for a cooperation to politics. ire "functionally poor," he come, people from other free hot Iunch. The closing in the1980s laid. parts of the Inland region Torres, 52, and her hus- and 1990s of.the Kaiser Steel Dymski is pessimistic t and the Los Angeles area, band moved'last year,from plant in nearby Fontana, about the potential to signif t Johnson said. East Los Angeles to the Norton Air Force Base, rail- bantly lower the poverty r Census estimates show Westside of San Bernardino, roadyardsandotherjob-rich rate. State budget cuts i that people who moved to where they pay$300 a month employers spurred the city's, elashed services that could i San Bernardino from else- to live in a garage- decline, Morris said. Reviv- .lave cushioned the blow of where-in the past few years "It's much cheaper here," ing the city will take years. fie economic crisis. Federal are-,much more likely to he she said in Spanish. "That's "It's an incredibly complex officials are proposing huge i poor-than, people who al- why we moved here." social and economic issue," cuts in social programs.Un- i ready_iived in the city. The couple typically earns he said. ike during San Bernardino's ] "Detroit and Cleveland about$600 a month. Torres For example,high dropout aeyday, there are few well- have;a lot of what you might used to have a full-time job rates in schools make it less raying jobs for people with call home-grown poverty," sorting recyclables.Now she likely middle-class families ow levels of education,who Johnson said. "In San Bert works only four hours a day. settle in the city,and.that comprise much of the city's nardino,you have a lot of im- Her husband is a landscaper helps perpetuate high levels copulation. ported poverty,people mov- who has seen business plum- of poverty,he said. Johnson,of the Public Pol- ing into San Bernardino be- met. • Schools and the city,coun cy Institute, said San Ber- cause it's a low-cost alterna At another table at the out- ty, state and federal govern- iardino is an extreme exam- tive-in Southern:California." reach center,Delia Martinez ments need to work far more ole of broader national shifts. Paulin Gonzalez, execu- and two of her children were extengivelywith each other "Partly this is the story of tivedh'eetor.of Strategic Ac- finishing their meal of baked and with private business what has happened to the tions f&r a Just Economy,an chicken,beans and rice, sal- and nonprofit organizations, vorking class in the United economie-justice organiza- ad and cornbread:' Morris said.One silver lining States,notjust San Bernardi- tion based in South Los An- Martinez,39,and her hus- to the city's burgeoning pov- io,"he said."It's the decline gele4 said San Bernardino is band bought a mobile home erty rate is that it may attract of high-wage, often union, one., the only options for in San Bernardino four years more attention from founda- nanufacturing jobs and the people pushed out of Los An- ago. Shortly afterward, he tions with the money to fund `ise of low-wage jobs in the gelesand surrounding cities lost his $20-an-hour union economic development,anti- ;ervice sector for people who by high rents. welding job. The couple lost poverty,education and other don't have a lot of education." f f 9Gr2A aoJ .7-d?/ THE ASUN A MMediaNm Group xEwsaapEJt Established 1894 EDITORIAL BOARD Fred Hamilton,Publisher&.CEO; 4 San Bernardino residents are ruiderserved President;,Los Angeles Newspaper Group —more than 200,000 people dive in town and Frank Pine,Executive Editor&General Manager - they are served by one movie theater, the Mike Brossart,Opinion Editor six-screen Sterling Cinema at Sterling and High- Jessica Keating,Assistant Opinion Editor land avenues. By comparison,,,the 6$;000 peo- Rex Burback,Reader. .Kim Carter,Reader pie living ln.Redlands are Served by the Steve Stockton,Reader m.john C.Van Blarco Jr.,Reader 14-screen Krikorian Premiere Theatre. SAN BERNARDINO •Regal is an industry power player. As the largest theater operator in the U.S., Regal can Regal deal good draw the coffee s of and su businesses—restau- rants; coffee-shops and such -that are the /� city's best bet for reversing sluggish commer- cial do=Tmto`Tm we traffic downtown post-workdays and on 1 downtown VV 1; weekends: Critics of the plan have spoken against the One of San Bernardino's sleeping giants is EDC's investment in the project, estimated at slowly awakening in anticipation of a $4.7 trillion for construction at the theater. new tenant that could be the catalyst for Under the current plan, the EDC would repur- dramatic changes downtown. pose six of the smallest theaters and lease the The San Bernardino City Council on Mon- rest of the building to Regal for a minimum of day will vote as the Economic Development 10 years. Corporation board on a proposed lease with public ublic investment makes sense to us— Regal Entertainment Group that would reopen the shuttered CinemaStar on Fourth Street.The building improvements and retaining tenants EDC has already begun preliminary work on typically increases property values. If the EDC the site,;and Regal expects to begin theater ran- chooses to sell the theater at a later date, it ovations next month., stands to make greater gains under the Regal We urge the council to approve the lease deal and move forward with this project,which is And it's important to note that Regal isalso significant for several reasons: - ponying up for the work. The company will The monolithic,20-screen CinemaStar spend up to $3 million to renovate the theaters lurks.behind one of SanBernardino's success and upgrade equipment. Revenue projections stories, the California Theatre of the Performing are $8.5 million in the first 10 years. Arts. Some 125,000 tickets are sold each yeaz'. This seems a fair real m us. We encourage for performances at the theater, proving that g yes,.people willvisitdowntown San:Bemar- city leaders to give it their approval Monday. ding. Reopening.the cinenni gives arts and entertainment fans mother reason to go down- town. "7x pt, 74tV, .?/.26I I sbsun.com I THE SUN A3 i Metro Editor-Ryan Carter 909-386-3884 GOT NEWS? WE WANT IT *Vr� 7 e Email your news items to us at citydesk @inlandnewspapers.com or call 909-386-3877. DONVASVIL6111 SO IWO] Lease deal for Regal u p for vote SB to consider movie theater chain using 14 of 20 screens By Josh Dulaney Staff Writer San Bernardino SAN BERNARDINO - The City Council City Council,-acting in its role as the Economic Development Meeting Agency board, will consider a Where: 300 N. DSt. lease agreement today with When: 3 p.m. today Regal Entertainment Group to redevelop the former Cinema- Online: www.sbcity.org Star movie theater at Fourth and E streets. available cash and replaced CinemaStar vacated the the- with a portion of tax credit — financing. ater in 2008, and redevelop 'fhe lease is expected to gen- ment officials see Regal as a - erate at least $3.8 million in. powerhouse theater operator revenue during the first 10-. that can attract other busi- years, according to a staff nesses to the area report. Under the proposed agree- The EDC also will continue meet,Regal will take over 14 of to make payments on a the- the 20 screens,with the remain- ater-related federaL-loan, with ing being run by the city and a current balance of$3.45 mil- possibly turned into restau lion,accordimg to a staff report. rants and meeting rooms. Other items on the council: The agreement calls for a agenda include: 10-year lease with the entertain- •An agreement with the ment company,with a series of American Red Cross Inland options to renew, up to 34 Empire Chapter for the use of years. park buildings, grounds and, equipment as-4%re shelters in Base rent for the first 10 the vent of a disaster. years will total $8.5 million, o An application for Waste according to a staff report. Tire.Enforcement:Grant funds- �- The up-front capital cost for from the, California Depart- the San Bernardino Economic meat of Resources Recycling_ and Recovery. Development Corp. is esti- mated to he$4.7 million,which i"doiamy @)wandmwspaperswm_. 1 STATE OF CALIFORNIA ) 2 COUNTY OF SAN BERNARDINO ) SS CITY OF SAN BERNARDINO ) 3 4 I, RACHEL G. CLARK, City Clerk in and for the City of San Bernardino, DO 5 HEREBY CERTIFY that the foregoing and attached copy of the Memorandum (For 6 Discussion Purposes Only) dated Monday, November 21, 2011, from Warner Hodgdon, 7 regarding City, EDA (SBEDC-501-C3), including attachments, submitted into the record at 8 the Council Meeting of November 21, 2011, is a full, true and correct copy of that now on 9 file in the City Clerk's office. 10 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal 11 of the City of San Bernardino this 22n0 day of November, 2011. 12 13 Rachel G. Clark, City Clerk 14 15 � 16 By: Linda Sutherland Deputy City Clerk 17 18 19 20 21 22 23 24 25 26 27 28 r n t . EXCERPTS. . . . . . . From �I Warner Hodgdon June 1,2009 Letter of Support to w Mayor Morris and City Council "I have appreciated Mayor Morris'and the Council's courage to put an Action Plan on the table, as no action plan of socio economic viability had been implemented in over two and one-half decades. Since the 1970• 1985 political and economic successful days of the Central City, by 2009 the City • County Seat has faced years of falling commercial and neighborhood property values, decreased revenues, increased crime, blight and decay." "The above has caused on-going higher income residential socio economic flight and infilled with occupancy seeking lower rents and foreclosed homes, etc. Thus, the overall City North and South areas, but not limited to, have earned a "POOR IMAGE"of ' blight and decay that needs to be cleaned up immediately." "I feel from years of experience that a confirmed North / South $23 Billion DUAL FUSION is required; or the EDAW $1 Billion Central City PREFERRED PLAN ALTERNATIVES will have few persons left in the City to sustain Downtown alone." "Members of my Heritage family first came to the area in 1848 • 1849. My entire life has been only love for the City and County Seat,as it is this moment. I have done my best to be a giver not a taker." "I will soon submit an updated plan for a concurrent $2t Billion North • South Dual Fusion for Quality of Life." ' $2 BILLION NORTH • SOUTH DUAL • FUSION DUAL VISION ....FUTURE QUALITY OF LIFE 1&9.2009 HERITAGE OFTHE MOUNTAIN ARROWHEAD•I8 -20W CENTRAL CITY ' ARROWHEADPLAZA • COUNTI'GOVERNMENTCENTER NORTH END ARROWHEAD RESIDENTIAL AREAS CLEAN • SAFE • SECURE ' MUTUAL SUSTAINABILITY.....ONE SUPPORTS THE OTHER 1 1 , CITY COUNTY IVDA MUNI JOINT COOPERATION QUALITY OF LIFE Entered Into Rec, at MCCICDC Mtg: t It MEMORANDUM by, Agend em No, i Date: Thursday, January 20, 2011 by; City CI CDC Secretary To: Mayor Pat Morris, Chairman, Community De l*kMW W( n ' From: Warner Hodgdon, Life Citizen, Builder, Contributor Chairman, Redevelopment Agency 1967—1969 and 1973—1976 Financial Consultant — Project Coordinator 1969 -- 1972 in Joint Venture with Hornblower, Weeks, Hemphill and Noyes, member New York Stock Exchange for: Joint t Powers Authority Structure; City Hall Civic Center, County Government Center Arrowhead Plaza and City Regional Treatment Plant under coordinated 80% Federal Clean Water Grant, serving the City, East Valley Water District, County Museum, portions of Redlands, Loma Linda and Colton. r 1983 — 1984 Builder • Construction Manager for County Government Center Arrowhead Plaza (City, County, State, Federal Super Block). ' 1985 Founder and$6 million Contributor to the City of Shandin Hills Golf Club(City lease revenues, etc. $350,000 to $400,000 annually) RDA January 21, 1985 Resolution No. 4716 ' Re: "One-on-One" Meeting in Mayor's Office: "Time to Pound Nails" ' Thursday, January 20, 2011—7:30 am Subjects, but not limited to: ' 1. Monday, December 20, 2010 Public Hearing and CDC Certified FEIR Merged Area "A", Agenda Item R32. Warner Hodgdon Like Public Comment and Bound Hand Written Memorandum ' Submittal for Public Record 2. Monday, January 10, 2011 CDC Meeting; i.e.: Agenda Item R20 Pine Mountain ,! LLC Lease for Temporary Bus Transfer Facility (Carousel Mall) and fronting 4'h Street, North Public Mall Entrance and Penney Building East Main Entrance 3. Monday,January 10, 2011 CDC Meeting; i.e.: Agenda Item R24, i.e.: Review and File Materials Provided by Interim Director Relative to Update on the REGAL ' ENTERTAINMENT CINEMA PROJECT(PowerPoint and written hand-out). 1 ' 4. Warner Hodgdon, January 10, 2011, Public Comments and Bound Hand Written Memorandum to the MC-CDC, with six (6) pages of draft Illustrative 11 x 17 Plans submitted for Public Record (Andresen Building, City Hall • Convention Center, Hotel, Theater Square, California Theater, etc. 5. Warner Hodgdon June 1, 2009 Letter of Support to the MC-CDC (attached) Dear Pat (Mayor Morris • Chairman CDC): Following the above-described CDC meeting of Monday, December 20, 2010, we spoke regarding the close 4 to 1 vote to certify the FEIR covering the merged RDA Project "A". This was imperative for passage as it represented the underpinning for the long-term Plan of Finance. I spoke in favor thereof as carried in my hand-written Memorandum of the same date and submitted for the Public Record. Accordingly, I later spoke up several times from the audience to reinforce my support and knowledge thereof, due to the fact that two ' Councilpersons you count on had left early before the required vote. The required final uses for merged Project "A" will not be complete until about April, as ' the consultant has not completed the Housing Element that also requires State sign off before the final MC-CDC plan adoption. ' Merged Area "B" is in process for the FEIR certification and plan adoption, and is scheduled by the consultant for some time in 2012. Tim Sabo, Esq., as always is pushing for their action. (Merged Area "B" needs to be completed in 2011), including Director, Emil Marzullo Submitted for your record herewith on this date I leave with you a Certified Copy of my December 20, 2010 bound and hand written memorandum (including typed version for convenience) that I read before you and the other Commissioners at the meeting, then submitted two copies thereof to the City Clerk for the Public Record. Again, following the above-described CDC meeting of January 10, 2011, we spoke regarding the Theater Square Block and the proposed Regal T eater Cinema. During the meeting, I spoke to you and the Commissioners twice under Public Comment, and submitted i 2 1 ' for the record my same-date, hand-written Memorandum with six (6) pages of 11 x 17 draft ' illustrative plans described above, Subject 3. For convenience, I have had typed a like version of my January 10, 2011 hand-written memorandum and attach same thereto, including certification, along with the applicable 11 x 17 illustrative plans of six (6) pages. For your further convenience, they are bound with a vinyl ' back and acetate front cover and delivered herewith to you at our meeting of this date at 7.30 am. In that light, we briefly discussed the evening of January 20, 2010 and my interest in bringing about the "Theater Square" and RDA components that are deemed practical within the Illustrative Site Plan thereof. I feel the major portions of the development and infrastructure needs to be implemented up front for economic viability and for concurrent bilateral impact on the Central City Mall, City Hall, Convention Center and Hotel that each need retrofit Piecemeal will deter needed economic momentum. I speak firmly as to the above from being active in the area most days and nights and working at the first-level, office-area of the Andresen Building. I have steam-cleaned the gum ' from the public sidewalks and the Guthrie / Harris Courtyard. In addition, I have observed first- hand the serious impacts of the two marginal bus transfer areas on 4th and on "E: Streets. The poor, indigent and homeless use the bus areas and surrounding building corners as part of their struggling existence. There are no restrooms and both Omnitrans bus transfer areas are filthy and poorly maintained. I have simple ideas to bring immediate new light and life to "E" Street between 2nd and 5th Streets north/south and east/west. Several months ago, during the Charter School dilemma, I had requested Jim, your Chief of Staff, to set a meeting with you to observe "E" Street, but in lieu was back-referenced over prior 30 years before by the Riverside Black Press. I consider Hardy Brown and his wife Cheryl to be of my long-standing and respectful friendship. In about 2008, 1 was finally able to obtain from Jim a copy of the URS Preliminary Seismic Report regarding the 1972 City Hall structure. Accordingly, I believe it can be retrofitted a floor at a time very easily. The temporary floor relocations can be managed by utilizing modular units on the upper five-level parking structure which has immediate access to the second floor and elevators. The upper level parking structure would also accommodate construction activities and required staging area therefor. You brought up to me the night of January 10 2011 the February 14 2010 due date of the $16.5± million note the RDA holds from the M and D, owners of certain mall area You 3 inquired of my interest in the purchase of such a note in that timeframe. I acknowledged that Director Emil Marzullo and Tim Sabo, Esq. had kept me advised of the note and Charter School's conflicts with the EDAW Vision Plan for 3 r Street Extension West through the Mall and demolition thereof. This was during our overall discussions of Merged Area "A". 1 As I reiterated to you regarding the Mall note, from past experiences I am familiar with ' the interrelated agreements, etc., and can cause short response. From leasing the ground floor of the Andresen Building, beginning with February 2010 interest, I have also updated applicable title data, etc. 1 This includes that of the Hardy Brown Charter School lower level 20,000± square feet and optimized upper level 20,000± square feet for a total exceeding 40,000± square feet and overall 500± students and staff. Planning staff had informed me in June 2010 that educational facilities require a CUP in the CR2 Zone. I believe the School is well operated and understand that in early 2010 they were originally going to remodel the old Penney Building at 5 t and "E" Streets for that purpose. I look forward to our mutual discussion today as our dedication to reinvigorate the City, downtown and north to Arrowhead Springs. This was clearly carried in my June 1, 2009 letter to the MC-CDC, in which I supported your re-election and the EDAW Vision Plan and/or alternative. ' Regarding the A + F architect's illustrative Theater Square site plan and rendering, I am 1 having Gruen Associates, Architects, Planners, Interior Designers, prepare an overlay of that block and relationship to the mall, parking areas, new transfer station, etc. I will present my thoughts to make it work economically and improve the Quality of Life. Submitted herewith, under separate cover is my bound June 1 2009 letter of support to the MC-CDC; and handed to the City Clerk for the public record i.e.: $2 billion North • South Fusion, Dual Vision Future . . . . . Quality of Life. Central City, County, Government Center, 1 Arrowhead Plaza, and North End Arrowhead Residential Areas. Later, on November 18, 2009, 1 spoke, submitted my same June 1, 2009 letter written to the MC-CDC to the LAFC also for the public record on November 18, 2009. 1 spoke to the LAFC members as to the prior beginning November 5, 2005 and subsequent three-year convoluted annexation process for the Arrowhead Springs Specific Plan Approval, including self-contained water and treatment plant services that began over 20 years prior. The annexation process proved flawed by the Court, and Arrowhead Springs, along with the City, missed the big real estate boom. a 4 ,I Pat: "It is Time to Pound Nails Again." There are enough paper and plan sheets in the rest areas for ten life times. I look forward to working together with you to get accomplished the many jobs that need to be done now for the City's Quality of Life. Respectfully submitted, Warner Hodgdo J PS: I have been working with Gruen Associates, Architects, Planners and Interior Designers, since February 2010, pursuant to my June 1, 2009 letter of support. Accordingly, the above-referenced it x 17 draft illustrative pages provided to the MC-CDC on January 10, ' 2011 should be completed shortly. 1' I Cc: Jim Morris, Chief of Staff Emil Manzullo, RDA Director Tim Sabo, RDA Counsel i 1' i ,I 5 Warner Hodgdon January 20 2011 Memorandum to Mayor Morris/Chair CDC and MC-CDC Members TABLE OF CONTENTS TAB Warner Hodgdon June 1, 2009 Letter of Support to MC-CDC Revitalization Downtown Core,with 30 Exhibits : Heritage and Pride 1846-2009,Jefferson Hunt • Warner Hodgdon 1 1967-1975 Aerial of City • County • Private Construction City/County Civic Center 1 April 26, 1982 "Ground Breaking"County Government Center•Arrowhead Plaza Builder Warner Hodgdon/Jack Hawkins, Construction Company,J.D. Diffenbaugh 2 $2 Billion North • South Dual Fusion/Clean-Up and Safety Secure 1970-1975 County Plans of Development 3 Central City Civic Center • County Government Center• Arrowhead Plaza 1 $2 Billion North •South Dual Fusion • Future Quality of Life June 2007, Urban Land Institute Report to City • County q 1 City• County • IVDA Joint Cooperation. . .. .Quality of Life June 2007 Urban Land Institute Concept 5 Central City Area • County Government Center• Arrowhead Plaza ' City• County• IVDA Joint Cooperation. . . . . .Quality of Life 1853-2007 Heritage of the Mountain Arrowhead 1854-2007 Central City Arrowhead Plaza • County Government Center North End Arrowhead Residential Areas 6 $1 Billion Arrowhead Springs Specific Plan Approval November 2005 The Sun 2007: Inland Center North to Central City/County Center Warner and Sharon Hodgdon$4.7 Million Gift Deed "to Campus Crusade for Christ' 115i Acre Arrowhead Springs Ranch •Two Twin Creeks Mutual Water Companies 7 October 27, 1986 Reagan Tax Reform Act, pages 1-642 (J) Authorized $350,000,000 Million Tax Exempt Bonds for Arrowhead Springs 8 Senior Citizen Plans of Development • Resort Hotel/Public Golf Course June 2009 EDAW Vision Action Plan or Alternate pages 1-58 May 27, 2009 Staff Report Emil Marzullo RDA Valerie Ross CDS 9 July 2009 Newsletter; i.e.: Downtown Core Vision/Action Plan 10 WARNER HODGDON Entered Into Rec. of MCC/CDC Mt/4 101 EAST ARROWHEAD ROAD HEART BAR RANCH, ARROWHEAD SPRINGS {{..�� ; I,; SAN BERNARDINO. CALIFORNIA by: 92404 ; IRECT W FAX LI E'n(909)9916 9962 540 Agenda Item No. 3 W by Monday,June 1,2009 City Clerk/CDC Secretary City of San Bernardino G p Mayor,Council and EDA Board p WIV )° � 0 o e i City Hall, 3rd&"D"Streets :.G+++vr�q��� ` � Ct so — // ofool q � •y �: San Bernardino,CA Q RE: 1. Monday,June 1, 2009 Mayor/Council and EDA Regular Meeting,Agenda Item R37 V p 2. Support of April 9, 2009 EDAW Preferred Plan • City • County Seal Downtown V I Revitalization gyp+ p ` 3. Under EDA Recommended Motion by: Emil A. Marzullo, EDA Interim Director/ Valerie C Ross, City Development Services Director ' Dear Mayor and Council/EDA Board Members, I stand before you today in support of, as explicitly written without change, the April 9,2009 EDAW San Bernardino Vision Action Plan • Preferred Plan (containing 58 pages), June 2009 Draft Executive Summary thereof (containing 23 pages), and the applicable May 27, 2009 Emil A. Marzullo, Interim Director and Valerie Ross, EDA / City Development Services Director Recommended Motion for the Mayor/Common Council and EDA Board to act upon at its Monday, June 1, 2009 regular meeting(attached). Quote: "That the Mayor and Common Council of the City of San Bernardino designate the following elected officials, Councilmember Estrada, Cauncilmember Brinker and Mayor Morris, who along with the Redevelopment Agency of the City of San Bernardino Staff and City Staff, will meet and work with the San Bernardino County Board representatives regarding the San Bernardino Downtown Core Vision/ Action Plan and alternative sites and options that can meet the County's space requirements in downtown San Bernardino." On Friday afternoon May 29, 2009, Ms. Angela Meluski (909-886-8188) on behalf of the EDA called me to attend and support (as I had previously at April 9, 2009 City Hall public presentation), the EDAW Preferred Plan at the Monday, June 1, 2009 Mayor / Council • EDA Meeting. Ms.Meluski did not have available copies of the EDA Staff Report and Recommendation. I immediately went downtown to the EDA reception room and was courteously and promptly provided the following by Jeffrey Smith, AICP, Sr. Planner EDA; i.e.: June 1,2009 Agenda Item R37 and Synopsis, May 2009 Downtown Core Newsletter, (2) May 27, 2009 Staff Report by: Emil A. Marzullo, Interim Executive Director / Valerie Ross, City Development Services Director, and (3) June 2009 EDAW Draft Executive Summary. While I was in the EDA reception room, Mayor Morris and his chief of Staff Jun Morris, entered, as the IVDA's S.B. International Airport staff was leaving. I related to Mayor Morris my purpose was to be prepared, as requested, my letter support of the EDAW Preferred Plan Alternative under the EDA/City Motions(quoted above)for the Monday,June I,2009 Council/EDA meeting. Mayor Morris mentioned his recent announcement for re-election. When asked, I further reiterated to Mayor Morris I supported his re-election in order that he could implement his Vision for revitalizing the City•County Seat Downtown area. WI4CA1M.arti6-IM FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 QHEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO.CALIFORNIA 92406 �A A. XV woocmx r.AUU.a caovr Armen r`\v Mayor,Council and EDA Board ' June 1,2009 Page 2 of 3 I have appreciated Mayor Morris' and the Council's courage to put an Action Plan on the table, as no action plan of socio • economic viability had been implemented in over two and one half decades. Since the 1970 • 1985 political and economic successful days of the Central City, by 2009 the City • County Seat has faced years of falling commercial and neighborhood property values, decreased revenues, increased crime,blight and decay. The above has caused on-going higher income residential socio economic flight and infilled with occupancy seeking lower rents and foreclosed homes, etc.. Thus, the overall City North and South areas,but not limited to,have earned an 'POOR IMAGE"image of blight and decay that needs to be cleaned up immediately. This action requires the less amount of effort and funding to support the downtown area. I have spoken to City Attorney Penman, Councilpersons Wendy McCammack,Neil Derry(Supervisor) and Fred Shorett elect, as to critical north end shortfalls. I feel from years of experience that a confirmed North/South $2t Billion DUAL FUSION is required; or the EDAW $1 Billion Central City PREFERRED PLANALTENA77YES will have few persons left in the City to sustain Downtown alone. EDAW projects public employees up to 20,000. But at present, they are not there 3 of 7 days or 40% of the time. The fill in must be also made up on new residential,upgraded existing residential coming down town to the theater, etc., to eat caviar and sip wine on the sidewalks. I support the EDAW concept and will soon submit an updated plan for a concurrent $2f i Billion North • South Dual Fusion for Quality of Life. The music has been previously written as part of the 1975 RDA• City• County Overall Plans of Development.All we have to do now is orchestrate the music. 1 Members of my Heritage family first came to the area in 1848 . 1849 and met with Jose Del Carmen Lugo for purchase of Rancho De San Bernardino, which closed February 21, 1852. My entire life has been only love for the City and County Seat, as it is this moment. I have done my best to be a ' giver and not taker. Accordingly, I hereby submit this letter of support and attachments to the Mayor/Council/ EDA Board and City Clerk for its fully documented Public Record. Respectfully, r Warner Hodg r Attachments: 1. May 27,2009 EDA Synopsis and RECOMMENDED MOTION from the Monday,June 1,2009 City/EDA t.. Regular Meeting;i.e.:April 2007 EDAW Preferred Plan(See City/EDA Resolutions Item 24). 2. Heritage and Pride 1846•2009 3. Words of Wisdom 4. Board of Supervisors•Mayors City Council 1970 Downtown S. 2009 EDAW Charrettes 6. Groundbreaking 1982 County Seat Government Center 7. Montage Photos of Central City•County Seat ' 8. $2 Billion N/S/Fusion• 1975 Model of City•County Seat Government Center 9. 1975 Plan of Development County Seat Government Center 10. July 29, 1975 Chairman Nancy Smith letter to Warner Hodgdon(County Government Center) 11. $2 Billion NIS Fusion•ULI Study •Arrowhead Springs 12. $2 Billion NISI Fusion•Quality of Life ULI Study update map wwave,�,4.i.as FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 O HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 Fro lo 1 A.AR .. OO N ® FN YGKOU MO n II^^ Mayor, Council and EDA Board June 1,2009 Page 3 of 3 13. June 2007 ULI Illustrative Plan•Arrowhead Springs•City Hall•County Seat Government Center 1 14. $2 Billion N/S Fusion Clean• Safe•Secure(Downtown•Arrowhead Neighborhoods) 15. Five Rampant Crime Areas 16. August 3, 1984 Hodgdon Family "Gift Deed"Arrowhead Springs Ranch to Campus Crusade For Christ 17. Photo Music of Hodgdon Family Arrowhead Springs Ranch 18. 1986 Reagan Tax Reform Act 19. 1986 Tax Reform Act$350 Million For Arrowhead Springs Ranch 20. 1985 Arrowhead Springs Ranch Plans of Development 21. 1985 Arrowhead Springs Ranch Plans of Development 22. April 2009 EDAW Preferred Plan(1 of 58 pages) 23. EDAW Downtown Site Plan 24. June 2009 EDAW Draft Executive Summary ' 25. May 27,20009 EDA/City Motion Monday,June 1,2009 Regular Meeting 26. Synopsis Prior EDA/City Actions 27. June 1,2009 EDA Staff Report 28. June 1,2009 EDA Current Proposal 29. Downtown Core Newsletter(2 pages) 30. May 27,2009 EDA Synopsis and RECOMMENDED MOTION from the Monday,June 1, 2009 City/EDA Regular Meeting; i.e.:April 2007 EDAW Preferred Plan(See City/EDA Resolutions Item 24). 1 i 1 1 WWCTf/IAetl,6�L9 FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1947 1 Q HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 OW ACXZM . CITY a COUNTY • IVDA JOINT COOPERATION..............QUALITY OF LIFE CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY 1 FROM: Emil A.Marzallo SUBJECT: Accept the San Bernardino Downtown Core Interim Executive Director Vision/Action Plan,and direct Agency Staff to Valerie C.Ross proceed with implementation of the Downtown City Development Services Director Core Vision/Action Plan DATE: May 27,2009 Synopsis afprevious Commission/Council/Committee AcOanls): On June 5,2008,Redevelopment Committee Members Estrada,Johnson and Baxter unanimously voted to recommend that the Mayor and Common Council and/or the Community Development Commission consider the endorsement of the Urban Land ' Institute("ULI') study for the Downtown Central Business District and to recommend the ULI report for further study to EDAW,Inc.,for the preparation of Downtown Core Vision/Action Plan. (Synopsis of Previous Cam mission/CounclVCom mittee Actions Continued to Next Page) Recommended Motion(a): Mavor and Common Council Resolution 9f.the Mayor and Common Council'of the City of San Bernardino concurring with the actions taken by the Community Development Commission of the City of San Bernardino regarding acceptance of the San Bernardino Downtown Con Vision/Action Plan MOTION: That the Mayor and Common Council of the City of San Bernardino designate the following elected officials, Councilmember Estrada, Councilmember Brinker and Mayor Morris, who along with the Redevelopment Agency of the City of San Bernardino Staff and City Staff,will meet and work with the San Bernardino County Board representatives regarding the San Bernardino Downtown Core Vision/Action Plan and alternative situ and options that can meet the County's space requirements in downtown San Bernardino (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino accepting the San Bernardino Downtown Core Vision/Action Plan,and directing Agency Staff to proceed with actions identified in the Implementation Section of the Downtown Core Vision/Action Plan ..........._._. _ Contact Person(s): Jeffrey Smith Phone: (909)663-1044 Central City North and Central City Project Meals): Redevelopment Project Areas Ward(s): I° Supporting Data Attached: 13 Staff Report RI Resolutions)❑Agreement(SyContract(s)Q Map(s)❑Letter(s) • ' Funding Requirements: Amount: S -0- Source: N/A Budget Authority:�I/'/®','',/6 N/A Signature: - Signature: K&x/ Emil A.Marzu o, xecutive Director Valerie C.Ross,Development Services Director -- -- - Commission/Council Notes: --�-"""'—�- ' P.V4nwfC—m coo.MCVCZOw 1w EDAwDaw.,..Ce,.W=&A.,:.wnue. COMMISSION MEETING AGENDA Meeting Date: 06PoI/2009 ' Agenda Item Number: _ <I wwcx cr cfl sa-a9 Page 1 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN M 1841 OHEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 17a\31 ♦ayJ!(e i..oCCON I.V cgoN ARa n ►'-'� CITY COUNTY • IVDA JOINT COOPERATION..............QUALITY OF LIFE Heritaee and Pride......1846.2009 "To look back is not only to see where you've been, But to provide a platform from which to look ahead," Anon (Eseerptfrom San Bernardino County Superyisor't Book 18554999) 'It requires less energy to insure success....than to endure failure." Warner Hodgdon •1975 Warner Hodgdon r - San Bernardino County Board of Trade Member 1957 o"H a°F a'S`ot Chairman,City Redevelopment Agency• Economic Development Council 1967•1969-1973•1975 U.S.HUD Capital Grants in Aid$50,000,000 t 1967.1969-1973•1975 U.S.EDA Designated Special Impact Area 1975 Financial Consultant•Project Coordinator City,Redevelopment Agency and County Civic Center Joint Powers Authority For:Interim Relocation and - 3 City Hall•Convention Center Construction 1970.1972 Financial Consultant•Pmjat Coordination City,Redevelopment Agency and County ^•-'^° Public Safety Authority For;(U.S.Clean Water Grunts 50-89%) of Construction of City of San Bernardino Clean Water Treatment Plant ASCE National Outstanding Civil Engineering Achievement(Industry Hills)1981 Hodgdon Building Firm,J.D.Diffenbaugh•Construction Manager For: Arrowhead Playa•County Govemmmt Center(SuperBlock)1971•1973 (1851 Seven Acre Site of Mormon Stockade• County Seat) Lt Govemor's Water Commission Member 1982 California World Trade Commission Member 1984 Economic Alliance Coalition Developer of Hope Award(Ashley Industries•1,500 jobs)March 2005 Warner Hodgdon,City•County life long Resident,Builder and Contributor 1932.2009 Three Sponsor/Team Owner Nascar Winston Cup Cbampiomhips:1980 Dale Barnhart•1982-85 Daniel Waltrip Honorary Private,U.S.Marine Corp.Awarded Crossed/Swords November 10,1976 Warner Hodgdon's Great.._...Grandfather,Jefferson Hunt 1803•1879, RATHER of SAN BERNARDINO COUNTY 2853 Jefferson Hunt,1900's Ingersol Centary Annals;i.e.: "Generous to a Faiat—Father of San Bernardino County"1853 Appointed by U.S. President James Polk as Sr.Capt U.S.Mormon Battalion to quell Mexico Insurrection 1846.1847 and Led Building of U.S.Fort Moore,Pueblo De Los Angeles 1848 First Met with Isaac Williams for Purchase of Rancho Del Chino 1849 77,000 acres,cattle,horses,sheep and crops Second met with Jose Del Cannon Lugo Forpumhass of Rancho De San Bernardino 1849 37,000 acres,horses,cattle,sheep,and crops(Brother in Law of Isaac Williams•Rancho Del Chino) First wrote•then met,with Brigham Young recommending purchase of Rancho De San Bernardino 1850 • I Led 500 Mormon settlers Salt Lake,Utah,Wagon train to Sycamore Grove•San Bemardmo 1851 t ` First Supervisor•Assemblymen Los Angeles County 1852 ,� c•. Commander In Chief•Brigadier General California Militia 1852•1857 Appointed by California Governor Bigler 1852 Brought Elders Lyman and Rich to San Francisco and Borrowed$20,000 from Hunt's friends 1852 Down payment for$77,000 purchase of Rancho De San Bernardino(Los Angeles County) 33,000 acres,horses,cattle,sheep and crops•closed February 1852 and all debt paid 1857 Led Building of Twin Creeks Logging Road to mountain timber 1852(Waterman Canyon) Built•owned steam engine saw mill at Arrowhead Road•Arrowhead Springs 1852.1857 As Los Angeles County la Supervisor•Assemblyman 1852 Introduced Legislation Forming County of San Bernardino 1853 10 Elected Assemblyman San Bernardino County 1853 Introduced Legislation forming City of San Bernardino 1854 Jefferson Hunt Followed Family Mormon Faith and Recall to Salt Lake,Utah 1858 1803-1879 Sold Saw Mill•Home and other holdings 25 cents on the Dollar to Hold Backs Established Cattle•Saw Mill•Freight Operations and Huntsville,Utah 1858•1879 r wvawcwea stns Page 2 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS VALLEY BEGAN AI 1847 �a�y OHEADQUARTERS: 405 FAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 61'oa •asMSav Nonc.N rawer caour♦ m ��V\D CITY • COUNTY • IVDA JOINT COOPERATION..............QUALITY OF LIFE Heritage and Pride......I840 2009 Q "To look back Is not only to see where you've been, But to provide a platform from which to look ahead." Anon (Excerpt from San Bernardino County Supervisor's Book 1855-1999) "It requires less energy to insure success, ................than to endure failure. " (1975 Overall Central City Area Plan of Development Book,Warner Hodgdon,Chairman) "A man that has wealth and does not share it, .....is a likened to a burro carrying gold and eating thistles." (Leaves of Gold) WWcw✓ .tl&M9 Page 3 of 24 (By Warn"Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 .j, HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 67 4d a muurta a ...Wn' qM-1 caour nrmun r`,v C CITY COUNTY IVDA JOINT COOPERATION..............QUALITY OF LIFE AgAN 9"6ugft San Bernardino City Council 2009: Pat Morris i at ward [nq-waro Ord Ward 4'Ward 50h Wa_r4 6th Ward Ub,Waro Either R Dennii-J, Tobin W"-dy Mayor Fred Ghas A. John Van Estrada Baxter Bri, raker ShoreO Kelley. Johnson McCammack SAN BERN'ARDINO COUNTY BOARD OF SUPERVISORS 2009: 113 J111111111111111111 4 nratl MR fe it Paul Blans Nsll Darry Cary D.rm Joists Oenvlaa First DI= Second District Thir,l District Chairman Vice Chair Supervisor Supervisor SupaMaer Fourth District Frth District SupeMaer Superviser 4 Y.: � �- 'lea-'Y` �1'. I Jul of '; N•f -_ �! apq"�w:.s� t ❑ 1 'F' 4 I , �.,,• r' ery't°'N_,..•rC '.a�m0.L�t - ie2 V' r �;'F. .a %Ca't r 1 . ire 60 MONTHS FOR: m 1967.1972 Central City Funding•Land Acquisition•Relocation•Construction and Implementation 1967.1972 Warner Hodadon, Chairman Redevelopment Agency and Economic Development Council 1%7 • 1969 and 1973 1975 Financial Consultant • Project Coordinator For the City Hall - Convention Center, 1970 - 1972 • Builder Construction Maoaiar of the Arrowhead Puri • County Government Center 1983 • 1984 (1975 Adopted County • City • State • Federal Super Bock and Land Exchange,including Secombe Lake and Meadowbrook Areas). r vns'auc�a 61-09 Page 4 of 24 ag (BY Warner Bodgdoa:For Dircrosloa Purposes Only) FAMILY HEUfAGB OF THE MOUNTAINS • VALLEY BEGAN IN 1847 QHEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 A VARXr4 G XOOGpON�rA4aY L0.0N MWAlE �� CITY COUNTY IVDA JOINT COOPERATION..............QUALITY OF LIFE t I-, September 24 and 25 Charrette No. l EDAW PUBLIC TEAM WORKSESSSION for Downtown Core Vision/Action Plan Nalv.13,2008 Charters No.2 Left to right:leffrey Davis,AICP•EDA Sr.Planner•Vaughn Davies,ISAA Principle,Director of Urban Design EDAW ♦[ yL�� R r 3 tt 4 a" ULI Re ort 1x52 Moorbm Logging Road . ,,,, ns ��vsx, fQ• p 27,2007 ULI Report g i 1 19u Rm of the World Hwy. ^ EDAW v Study ' 18531afimaon Ham Y Arbib. Warner Hodgdon participation EDAW and EDA Sept 24-25 and Nov.3,2008 Chaoettes r Jose 16,2008 EDAW Sandy 1546• 2009 Warner Hodgdon Heritage Family Citizen Participation with EDAW and EDA full three days Charrrotor Downtown Core Vision PJan Monday,Jan.5,2009 City Council•EDAW Power Point Presentation of Downtown Vision Plan and Thum„Feb.12,2009 S.B.Downtown Business Association discussion and presentation by Mayor Pat Morris of the EDAW Downtown Cora Vision Plan•County,City,State,Federal SUPER BLOCK wA i it.ng.. 3 ,awA.k.r 4 Thursday,February 12,2009 Meeting of S.H.Downtown Business Association,Inc.•Discussion of EDAW VISIONPLAN•EDA Board Room ` Mayor Pat Morris Presentation to:SBDBA BOARD Pres.Sam Catalano,V.P.Ralph Affatatti;4a Ward Candidate Fred Shorett,In Ward Ester Estrada 1 a9V� 1984 Arrowhead Plat Comfy Government Co.. Ir 2005 Arrowhead Springs Hotel Resort Approved Specific Plan•EiR Hodgdon Ranch 1972 S.B.City Hall and Convention Center Warner Hodgdom Former Chairman 1967• 1975 Redevelopment Agency and Economic Development Comma Boards• 1970 • 1972 Financial Consultant Project Coordinator for City Hall and Convention Center Development formulated order City•County,Redevelopment Agency JOINT POWERS AUTHORITY Ad Hoc Committee member for 1975 VIN Space Utilization Report adopted for County•City•State•Federal SUPER BLOCK 1980 Owner State Permitted Operator Tri City Airport ,1980 recipient of Jerry Lewis Congressional Record Commendation -1981 Hodgdon Family Equity Contribution S2.7 Million Campus Crusade Administration Facilities• 1983 Hodgdon building firm(I.D.Diffe ibaug6)Construction Manager fm 1983 County Coyernmmt Cartier•Arrowhead P/am 1984 Family contribution of Arrowhead Springs Ranch 114 acres and two water companies for Arrowhead Springs Hotel/Retort development -1985 Hodgdon Family S6 Million contribution to City of Shandin Hills Golf Club -1986 Formulated Arrowhead Springs Hotel/Rum Plans)of Development(s)and coordinated $350,000,000 tax exempt bond funding included in President Reagan's 1986 Tax Reform Act •Jane 1989•1990•1991 wrote Report for Norton AFB•BaMmic Missile•Aerospace Expansion and Redevelopment Aura at request of.Supervisor Robert Hammock,Mayor Elect Robert Holcomb Co-Chaamm NEEC•rVDA ' and William&Leonard,(State Highway Commission Member/Chairman 1973•1975 and 1985•1993),1989•2008 concurrent advisor and paid consultant to NEEC, rVDA, S.B. International Airport Authority and 13,000 ame Redevelopment Project Area Adopted 1990 for CLOSURE of Norton AFB •Aerospace Companies(27,500 direct/indirect Job Loss,39,000 out migration loss and somo economic impact Lois SLIT Billion=us],which equals twenty year 1989.2008 East Valley straight line losses of$36 Billion)(The NEEC•IVDA,order advisor•paid consultant W.&Leonard submitted no proposed Reasonable Als="ve to offset CLOSURE,as allowed by Congress) •2005 Eton.Alliance Coalition Developer ofYmAwatd •2007 Lighthouse for Blind Board and$40,000 Con[nbutioa wwctwcwaal st-os Page 5 of 24 (By Wane Hodgdon:For Discussion PurpmesOnly) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847j� ' HEADQUARTERS: 405 FAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 /JaITJJ A VARNFaO HODCQ H .GM FA Yesaw Ar 71 �`� CITY COUNTY IVDA JOINT COOPERATION..............QUALIT'Y OF LIFE mom N April 2B,1982 San Bernardino NONE a County Board of Supervisors and _ other invited officials break ground for the new San Bernardino County mom Government Center,located at 385 `- North Arrowhead Avenue in San Bernardino. a 1994 Construction of the new San Bernardino it County Government Center. 197 County Plans of Development r t, 1 1984 Construction of the new San September 28,1984 Bernardino County Government Center. California Governor George M.Deukmejian (third from right)attended the dedication of the San 10 Bernardino County Government Center. ' RETAIN 1852 Mormon Grid•City of San Bernardino Recommendation 2007 Urban Land Institute Report Arrowhead Plaza•County Government Center ae no srna. uno g ill. ia�a sin 1a63 new. pj OS DI OJ SS N � � 'I OIM1 ,� so, r. 4 3M _ 2ntl w.n ....7I - :'r.'P'ddN`YiiNecriulnR�arTa_��'-r•uv€:f�'. ` 1 Warver Hodgdon's Buildieg Firm Pmjent Construction M.Sa 19p•1981 Arro ehnd Plan•C...tv Government Center 1970.1974 City,Redevelopment Agency and County JOINT POWERSAGREEMENT For City•County Stare•Federal Civic Center Complex.' Warner Hodgdon, Chairman Redevelopment Agency - Economic Development Council 1967 • 1969 and 1973 • 1975 -Financial Consultant•Project Coordinator For the City Hall—Convention Center 1970—1972•Builder Construction Manager 1983•1984 First Phase of the 1970 and 1975 prior approved Arrowhead Plaza•County Government Center,as part of the adopted CITY•COUNTY °1 STATE • FEDERAL SUPER BLOCK, trader the 1970 City, Redevelopment Agency and County Civic Center JOINT POWER AGREEMENT. wwcwcoadl 61-09 Page 6 of 24 (By Warner Hedgdon:For Discussion Purposes Only) +sr FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 O HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 PTO A.A .o MODG[ M 10tar GROUP M n 1 1 CITY m COUNTY m IVDA JOINT COOPERATION..............QUALITY OF LIFE PASSION of Two Related Hearts for the Valley, Mountains and The People....Then and.vow! j kt.: ♦��I,FI 1 3 11 MORMON STOCKADE .1 19 Who 1.61 I,out-e- id D. nt II Ill, A WI,MI EII, II 1 M ?1{fi,�'N•gj2��N�-co M1 rn\FHN, CKT CENTER. Ara. «mlmlw�' . a._•t.�.p 1983 Warner Hodgdon', Firm •Construction Manager To Build Sao Bernardino County Government Center ARROWHEAD PLAZA ' North of 1851 Mormon Stockade and site of 1851 Leader • Builder Jefferson Hn¢t's Home on 5ie Street•Arrowhead Avenue Warner Hodgdon's Great....Gr and father Jefferson Hour 1848•1854 •FATHER OF SAN BERNARDINO COUNTY y AY In � i_ 0 . RANG . )NLY jl}�1�It�t1^il' 1 - ■ ■ ra s ' „i t SAN HER [NINA'COUNTY Q THOUSE ` ' San Bernardino County Courthouse 1927 1839 Site of Jose Del Carmen Lugo First Home (Adobe) Arrowhead Avenue•Site of 1851 Mormon Stockade Grantee of Rancho San Bernardino 37,000 Acres tr..�xrrtw.aww.�rrwxrv.e..elm.v.am.4,e•x.,a.ewlx ae.r.ewc ,lee.r,el,I..ems.as+ae.tu.arvrawa..n,l.mxw®w.I..,re�ra.n. .uoc Arrowhead Building 1965 t Fil 1965 Warner Redid..Bile A,r..a..n Settle,•s^seal•Arre»need A.en.e Stage Coach Painting in Lobby of County 1983 Government Center z.Belt Bounce[..tamer,I.city of San Bernardino Since I use G...t....G-II,fl b.,Jeff.....Barer Be..seem$u.Ar—aah. a A.e..e Indicative of the Historic State Depot One Block West 1860 ±4 \ h: I• ..ya�.,,...0 1972 Warner Hodgdon Finance Consultant•Project Coordination 1860', HISTORIC STAGE DEPOT SITE San Bernardino City Hall 3rd and D Streets• Stage Stop 1860 Plaza Area Fronting San Bernardino City Hall Built 1972 Wormy xatle lari Grand....GraadPYne Jdreau Heal P ationebleea,4m An,"commit•ferNmtad tytane a to Foe bss eawtim Cwrs 1'AuleYten IW•to fee CW HauBrurdu Itla Warner Hodgdon always mindful W his Heritage of the Past covering the Son Bernardino Palley(the pan beginning in 1847 his Great....Grandfather Jefferson Hout committed to eam his LEGACY m History's Amals as, "FATHER OF SAN BERNARDINO COUNTY"), developed and built the above ARROWHEAD 7e BUILDBJG in 1965 on the North side of 5u Street•Arrowhead Avenue opposite the site o0effarson Hunt's 1850 Home;and below at 0 Street the site of the 1851 Mormon Stockade that Jefferson Hunt led the building of which became the location of the 1921 San Bernardino County Courthouse. 1 WwTJwcomma 61-0 Page 7 of 24 (By Warner Hudgins:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 ' Q HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALFORNIA 92406 MSs1�1 6 aAUna s xoneooe: raemr Gaon.Armen �"'� CITY • COUNTY • IVDA JOINT COOPERATION.............QUALITY OF LIFE $ 2 BILLION NORTH • SOUTH DUAL FUSION county •city C L E A N U P A N D S A F E L Y S E C U R E Dwl Fasion 1853 •2007 HERITAGE OF THE MOUNTAIN ARROWHEAD • 1854•2007 CENTRAL CITY Suctaivability ARROWHEAD PLAZA • COUNTY GOVERNMENT CENTER N O R T H E N D A R R O W H E .A D R E S I D E N T I A L A R. E A S CLEAN • SAFE •SECURE County•City 1975 MODEL wP Y h SUPERBLOCK sir : rt Fa cn(ry ..A -,v,- a S" 2 0 0 8 ALT. f V Gfjla�r 'CrQ 4? 'x E R I SUPER BLOCK GREEN CAMPUI ,,y..�.� r; ✓.� g .,: r. '' t .r �,'.. 4p., (Red Outline) s ��I r� ,�d mot"-- �, r f Rr•%.l- �r s+t��k� N f $400 MILLION I�r ., • �1P.A �.� r� .. 2008 STATE LAW•JUSTICE 5300 MILLION a..,. y,... ,r w.4,Y• 2008 NEW •• - " .n.;,7 0T r g .. COUNTY BLDG. a .,,'` , •� p "''' !!. 1, 2�.=... „L ,a S35 MILLION 2008 �- ,y. �"7[P+r , ✓ r ` ^ T •- ." " CENTRAL CITY r '� .. r � .9' Y `°•'A�X � • 1f 1 �� ��-` ,. $300 MILLION I91S CHAIRMAN,WARNER HODGDON'S RDA BOOK REPORT PLANS)OF DEVELO S) PHOTO MODEL OFARROWHEAD •COUNTY GOVERNMENT CENTER EJIPkMMN AND W4TFR FEA7T,'RF,RELATIONSMPTOSE AIBEIAKEPARK AND ME WBROOK PARK 2007 COUNTY GOVERNMENT CENTER SPACE UTILIZATION ITION......S 800,000,0001 CITY OF SAN BERNARDINO CENTRAL CITY GOVERNMENT CENTER SURROUNDING THE NEW CITY HALL WITH WATER FE47U'RESINTERIM PARK PLAZA AND PRIOR TO DEVELOPMENT OF ZAN SEAT THEATER O PERFORMING ARTS 11915 CONSTRUCTION PWNS COMPLETED BUT NOT DIPLEMENTRD) 2007 SAN BERNARDINO GOVERNMENT CENTER • CENTRAL CITY ADDITION......S 300,000,0001 Source.Non-ULI EXCERPT: CHAIRMAN, WARNER HODGDON'S 1975 RDA REPORT BOOK: Tbis Krion Beyond the 70s may appear to some to be out of place in a report which deals mainly with San BauaDlmo's Central City,since lime mention bas been made of Central City programs in this section. The Central City's role in molding the future structure of San Bernardino is not inconsequeutial, and it is entirely proper to view the Central City as one of many high-priority programs requiring vigorous pursuit If Central City Project No. 1 should not be completed, or if the program for expansion of the COUNTY GOVERNMENT CENTER•LAW AND JUSTICE FACILITY in the downtown Civic Center Complex should falter,any vision of excellence in the future will rapidly fade. Should these development plans not reach fruition, the result would be a domino effect which,in all probability, would eliminate the possibility of a mechanical transit link betwcen ' �'�° I • C�ou>� y P� of D velo mint Revit atioa north of Court and 4 tr wool be broug t a smn sh ,an large parts of a Ceatml C would continue to be characterized by vacant land and economic blight. The dream of a city united with blossoming new residential areas linked to ' activity and employment centers—a city with a fresh IooL offering life-styles not available in most communities would Prob iv remain unattainable, IF THE CENTRAL CITY FALTERS, IT WILL BE EXTREMELY DIFFICULT TO GAIN MOMENTUM ON OTHER FROM7S(Excerpt:Chairman,Warner Hodgdou 1975 RDA Boold. wwcnvco�.cii sws Page 8 of 24 (By Wuner Hodgdon:For Discussion Purposes Only) • FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 .n.9 A..A a Noocoon ® r.HCr u0vr u Tr a i CITY • COUNTY ° WDA JOINT COOPERATION..............QUALITY OF LIFE 91 stltRlVV Rtcoa°.ruatnu COUNTY SHERIFF COUNTY HLLL OF COUNTY COURTHOUSE c°mr tLe tsLINOSr[T[N ADMINISTRATION /ANNEX '°°"``°"" 1970.1975 City•County Redevelopmen Super Block t;•; q t Plans of Dev. \ Under Adopted LAW IND IUSTICB TWO LEVEL COUNTY LAW TWO LEVEL ENCLOSED COUNTY COURTHOUSE 1970.1974 INS SNCLOIEU CONCOURSE -"BY CONCOURSE UPPER LEVEL PUBLIC UPPER LEVEL PUBLIC city•County LOWER LEVEL 9RCURTTY Redevelopment ' Schematic Elevation•Arrowhead Avenue Agency T OLSV9LLNCL0reDC9xC09Ria C9Uxrr aaBSx co°xry e.u.[o(RRmmNra.tnox COUNTr[OOaiewJ[Anxax Joint Powers rrn uvel.eauc ee[am rsoanatA" Authority Agrxmt Lowaa uv.L neearn i \ ` \ � For.City•County MW ? State•Federal l 1 • s And Sewmbe Lake y Funding—Led ' Exchange Implementation i 1 q' iN(ma 'LLLLLLG�' I P ' . wmwnwm .' wuuuoxn I' ' sMNlllu L.IaY \IOIIYSYO LwuWA tlsrav 5N[OO.a LAWANDJOSTICS COUNTYWW 1 LIBRARY ^— ' sTAUNTY COURTHOUSE 1 ' Schematic Plan .RO eoH [--Lam awe—_I�F -�[- mmwuww 1970 - 1975 C ty , ou ins of D velopment � -- � ' aama.T in L q ►' SdmemutiaSaatlon EWIw xu°rn IRS, 1 ' WPB 6161 4)9 Page 9 of 24 By Warner Hodgdou:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS VALLEY BEGAN IN 1547 ) C) HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 Pkg A IMNBI i X04COOn®(.WHT eION AiiDYTf r'�Cl CITY COUNTY • IVDA JOINT COOPERATION.............QUALITY OF LIFE BOARD Of SUPERVISORS eE0.NA3pIN iDE St♦E CITY 0i NANCY E. SMITH SUPERVISOR FIFTH DISTRICT Ju J D ,o July 29 , 1975 tr 1975 City • C y ns of Development 4 I' Mr. Warner W. Hodgdon, Chairman Redevelopment Agency 300 N. "D" Street San Bernardino, California 92401 ' Dear Mr. Hodgdon: Thank you for your "Plan of Developmer-t-Interim Report on San Bernardino Overall Central City Project. " It certainly 1 is an impressive report and a worthy goal for the City of San Bernardino. As you know, the Count of San Bernardino, as a party to the Joint Powerseni e y an_ a eve oilmen 0;eA nc is invo ve an art; cu arl interested in that ortion a an w e re a es o e eve o ment o aci�it3eor County Government. LTTorts to complete our portion or this project are proceeding in close coordination with members of your staff and the City. The Board of Supervisors has tentatively authorized lease of County properties at 566 Lugo Avenue to the Redeve opmen-T-- ' A enamor interim use the as a of tai" si totT eve ooment a ort. we appreciate the cooperation and assistance vour office is offering to bring this to an early, orderly and satisfactory completion. ' I also extend my best wishes to you in your endeavors to bring about this overall improvement for the citizens of San Bernardino and wish you every success in this prograammy��j�/ ' Sincerely, 1I� NANCY (Chairperson) ' r Supervisor, fifth District NES:ms 1975 RDA BOOK: County Civic Ruildin6.175 west sth street,San Itcmardino,California 92415-Telephone(114)313-2613 1975 Chairperson Board of Supervisors Acknowledgment of County•City•Redevelopment Agency Joint Powers Source:Non-ULI wwcw�.l s1419 Page 10 of 24 By Warner Hodgdou:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN W 1847 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 w•acxra c xrucoox l '1-1 caow arsnun �� CITY • COUNTY • IVDA JOINT COOPERATION.............QUALITY OF LIFE $ 2 BILLION NORTH SOUTH DUAL FUSION 2008 DUAL VISION . . . . FUTURE QUALITY O F LIFE County•City 1853 •2009 HERITAGE OF THE MOUNTAIN ARROWHEAD AND 1854 •2009 CENTRAL CITY Dual Billion Dual Fusion ARROWHEAD PLAZA • COUNTY GOVERNMENT CENTER --- Quality ofLifi N O R T H E N D A R R O W H E A D R E S I D E N T I A L A R E A S CLEAN • SAFE • S ECUR E "MUTUAL SUSTAINABILITY........ ONE SUPPORTS THE OTHER" A 20D8 County•City REALDYG ECK,of the above described crated DUAL VISION FOR THE FUIURE must cornbine with projected ADDED VALUE for dte$2 Billion North•Smith ...FUSION extension from be 1853 County of San Bernardino• SUSTAINABILF Anowhead Seal on the Mountain depicted below(Novanber 2005 Adopted$1 Billion Armwitead Springs Specific Plan)sarth to and surrounding the Arrowhead Plans • County Government Center Super Block and States Courts opirsion($800,000,WO4 to bommemukrallySUSTA/NABLE,with the adjoining City of San Bernardino's$300,000,oODECentral Cky Downtown revitalization ' 4110 "�6�•• 2007 ULI P o City•Count} Strategy Mal: BNSF Rail Intermodel Yards Container •Trucks•Trailers - - - - - - -- -- GOVn Thousands of Movements Daily S.B.Int. 1 -- - Airport rrr� +.-r:ter IC One Mile County• City . CITI'S30pt NIL T'Y C.OV E T CE TE 5800.+MI LION GOV. Ctr. Kay: t. Q Green Sp... Hou.lnp/R. 11/OHIO.Mlx.d Use � Light R.II Extension to R.tll.nd. $I.If$llliOn ,w.r F.w.r.. County Ohl... But Rapid l n.it June 2007 Urban Land Institute Land Use Development Strategy Map Prepared For the City and County of San Bernardino S S B I L I. I O N D U A L V I S I O N F U T U R E Q U A L I T Y OF L I F E M U T U A L S U S T A I N A B I L I T V ... ... . O N E S U P P O R T S T H E O T H E R I 1 .' • Nov.2005 Approved EIR ' Arwhd.Springs Specific Plan $lfBillion 1983 Arrowhead Plaza•County Government Center 2008 PROJECTED N/1 \ COUNTY•CITI ` • �' pmeri DUAL FUSION 1' b •I QUALITYOF y LIFE S2.If BILLION 2005 Arrowhead Springs Hotel Resort Approved Specific Plm•Elk 1972 City Hall•Convention Center ' wwCl.ucm.at&149 Page 1 I of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS VALLEY BEGAN IN 1847Jf HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 ..rlv.et o aoncoo. .aC'SA.Iola*osow a Tr �`� CITY • COUNTY • TVDA JOINT COOPERATION.............QUALITY OF LIFE $ 2 BILLION NORTH SOUTH DUAL FUSION 2008 County•Ci D U A L V I S I O N . . . . F U T U R E QUALITY OF L I F E $2.1f Billiol 1853•2009 HERITAGE OF THE MOUNTAIN ARROWHEAD • 1854•2009 CENTRAL CITY Dual Fusiot ARROWHEAD PLAZA • COUNTY GOVERNMENT CENTER Quality of Life N O R T H E N D A R R O W H E A D R E S I D E V T I A L .A R E A S CLEAN • SAFE • S ECUR E MUTUAL SUSTAINABILIT.Y.....ONE SUPPORTS THE OTHER J Baseline Street Y 9 a'•�;`'" City f San Bernardino ledeveloDener t A>=encv � Dowy town Re 'taliza[io Project's � '•yC MUN I North Lake Area South Lake Area 1 zr Fehr ary 28 005 Envfr nmental Im act Report State Clearing House No 2003121150 LU S Sour e:See Fi gure Study area. - S.B.City Schoo,Distri I 91h Street t AdministratiioZind Se urity `S.B.Lakeside Living" Headquarters he Sun June 5,2007 ! ayor Morris A Believer S. .City chool Di trio A ministr lion He dgtrs. puree:See Figure JuaNta Blakely, , Elementary Solt ed County 7th t ULI 2007 % Bob,All d I -- t Report: #v 1975-2008 750 Residential Y @ .ALT.COUNTY s Cams ity Paz y(Rte` •Foot} Blvd.a y t SUPER BLOCK EDAW 2009 5th Street h"me It Pub. rot .enter a t •treat GREEN CAMPUS �• Stet Bros. g Prk . S50 Mill m (Red Outline) 300+Residential 300,000 SF Retail $10 'Ilion Two Towers hasc L g 01 1`i r't County•City Gov.Ctr. 1,000,000 .FI. C D I'I P! "r $9 Cpnn Slr¢et Historic C Dunhouw a I Amex to$30 Million To Santa Fe Depot SIDO Mdliat _ Rehab Mid City 6,;I;lUU°2I 1972Ci Hall BNSF Rail t Convead East•West I'll`'l L State S3 Million 2eef Intarnodel Yard Publlc Mall Parking Center ? City Creek Containers•trucks � $35 Milli a Cwt&r' nS Mead wbrook Park � 3an SL Prkwy•Trad to: •trailers thousands of i $1301 KMon S.B.Int. movements daily I 2nd keel County arts 2007 2nd Street i Airport See 2008 State of Calif. $35 Mill n Rebab j Cancer Toxicity Report 5 $ 0 Milhoz OMFII7Yans Depot Rialto Avenue i P-I +-l,+-1-+ 9--I +-4 r-.fy.-,..t.. Arrowhead Stadium- Increase:5,000 $25 Millie, To 10,000 Seats 6 Millie, D g!! € pll ii it Increase: 1,900 to 3,800 parking space i .. Arrowhead Credit U 4ion (550 iBion) ' 2 OFFICE BLDGS. SI80 M 1110 4-" "STREIR f SBA R S.B,ca State :W rsip'so 0,to a MIII Street National Orange Show 1501 Acres Source:Non LU Report 0 Kay: 1 I Warner Hodgdon 2008 ,v.o- art Downtown Central Business District Study Area ' June 16,2008 City EDA Staff Report on June 2007 ULI Report:"Clear the entire site of the existing Carousel Mall and restore the City's historic street grid through the site and redevelop the site as contemporary mixed-used urban village with approximately 700 residential dwelling units with supporting retail and otTice uses;Le:June 16,2008 EDAW Request For Proposal." lwilCFllCOmN 6-1-09 Page 12 of 24 (By Warner Hodgdon:For Dlscusslou Purposes O Ny) FAMILY HERITAGE OF THE MOUNTAINS • VALLEYBEGAN M 1847 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 ♦exatera s aooepow�r.wav eaow uwan CITY • COUNTY - rVDA JOINT COOPERATION.............QUALITY OF LIFE JUNE 29,2007 URBAN LAND INSTITUTE CENTRAL CITY • COUNTY GOVERNMENT CENTER JUNE 2007 p INSTIT E C NCF Plto- Ce tral Ci 0, 00,000 Coun ver ent ciente $. 00,00 '00 " tA. k �L _1Y_ , S 2 B I L L 1 0 N D U A L V I S 1 0 N F 0 R T H E F U 7 U R F 1853 HERITAGE OF THY MOUNTAIN ARROWHEAD AND ARROWHEAD PLAZA•COUNTY GOVERNMENT CENTER xm In By CDUrIty•City RE4=aECK,die above described curraft DUAL YMONFOR ME nmmmust combine With projected ADDED VALUE for the$2 Bffm North• Souffi.....FLSION of extension from the 1853 County of San Berardino • Am %head Sea] on the Mountain depicted above(November 2005 Adopted$1 BMba Arrowhead Springs Specific Plan)south to and surrounding the Arrowhead Pba-County Government Center expansion(S800^000),to become mutuaflySMANABLE,with the adjoining City of San Berriardino's SM^,000 Central City mWision. Page 13 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEYBEGAN IN 1847 HEADQUARTERS: 405 FAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 97406 �kg CITY • COUNTY • IVDA JOINT COOPERATION.............QUALITY OF LIFE $ 2 BILLION NORTH • SOUTH FUSION C L E A N U P A N D S A F E L Y S E C U R E 1853 2007 HERITAGE OF THE MOUNTAIN ARROWHEAD • 1854 • 2007 CENTRAL CITY ARROWHEAD PLAZA • COUNTY GOVERNMENT CENTER N O R T H E N D A R R O W H E A D R E S I D E N T r A L A R E A S rL utipfM `7Se e� I , N M II F HWY 18 W.1-7�iR1�1s11J-AAtE � November 2005 Adapted Arrowhead Springs Specific Plan (1,916± Acres) P.I lic Golf Course and 1i'ater Features July 10,1915 Dedicated 101 Mile Drive on the Rim of the World Highway•19651NTERU1 Slate Highway IS VON-COMPLETED 42 Years 6th St. 11 centre_ 5th S6 Centre Citv Parkway to Rt 30 Freeway 1 41h St a 3 Central City•County Government Center r 3rd St. ,` .n' •,I a to ii• 3rd.St. .Aviation Parkway 2nd St.l ° a Former Norton AFB - 2miles i w i Rialto Ave. December 1988: Relinquishment- ,� i Downtown corridor:The Realignment• Proposed Alternative long-maligned city center `o could reap benefits from a t'- .- 27,000±Direct• Indirect Jobs LOSS major NOS roject via the E Carousel Mail:Miami-based a • + p Street cord or,com lament- s $1.8_Annual Economic Impact LOSS developer WR has IenlaOve plans to ing the mix of government -- build more than 700 mixed-use homes nt `o and commercial and retail properties private developme ies to i I forcast over the next decade. replace sagging mall. i„ ,- _ .. -_.._. . . . _.: _ ____� �------ 1989.2007= 18YearSpan ' Min St. National Orange Show: 18 Yrs x$1.8 Billion=$32.4±Billion Lewis Corp.officials will deliver LOSS(Straight Line without Inflation) a conceptual proposal for major development on the Socio• Economic Impact Loss to: ' grounds to a private gathering m� of NOS executive board City of San Bernardino• East Valley members sometime In the next F two weeks. 27,000±Direct• Indirect Job LOSS Central Av_e.__ -- City Creek Open Dirt Channel Inland Center:Top execs at the Parallel to: durable mall boast of construction and increasing retail space and say a 3 I Street(Aviation Parkway) Lewis•led NOS project could be a major So c:TOe$en200 0 boom to their receipts. Needed Improvements wwu+vcouo�t st-m Page 14 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 ''�4 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 644 AC e.11..M r.1 LRON 4m n ��``b� . w CITY a COUNTY • IVDA JOINT COOPERATION.............QUAMTY OF LIFE CLOSURE STIRS WORRY a THE SUN, WEDNESDAY, JULY 25, 2007 TWO NORTH END 4071 STREET AND SIERRA WAY BIG BUILDINGS WILL BE EMPTY WHEN ALBERTSON'S CLOSES Excerpt— "A decision by grocery operator Albertson to close its store at Sierra Way and 40i8 Street has city leaders worried and come consumers upset." "7he closure worries city officials because empty buildings can be precursors to blight Without Albertson, there will be two large commercial structures lacking tenants in the neighborhood. A building that used to house a Stater Bros market, which is actually in the same shopping center as the remodeled Stater Bros. on Waterman, has been empty for nearly seven years." 'Jim Morris, chief of staff to Mayor Pat Morris, said the possible empty space is a 'significant concern' You need occupied, active commercial areas to help stabilize the residential areas,'Morris said." "The nearby empty Stater Bros.has been a recent point ofcontention" "Councilman Neil Derry supports converting the Stater Bros. into a police substation, and said he believes crime is one of the reasons the Albertson is closing." "•40r STREET: AN AREA WHERE GANG AND DRUG ACTIVITY IS SAID TO BE RAMPANT."-THE SUN,JULY 5,2007 d_ City leaders have identified five areas in which they want to expand F u gyNt.,Was anti-crime efforts as pan of the next 400 vdtMa idtobe phase of Mayor Pat Morris' 1 Operation Phomix. Oats I Rn -Vo d joh pet .,, NdyenpC°t N Y th,in a P Vow 'Op Ydew lend""I, n1 r•^„' dxtym to W Y� 'Y hMJu �tiy# a + t;A $800 Million Expansion " Arrowhead Plaza•County Gov.Ctr. " $300 Million Expansion The Sun '�I` '" San Bernardino Central City Thursday,July 5, 2007 wwct+✓c.uora s149 Page 15 of 24 (By Warner Hodgdou:For Discussion Purpa es Only) FAMILY HERITAGE OF THE MOUNTAINS VALLEY BEGAN IN 1847 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 AWA km aoocoor, r.war ceoor urwAn LONG TERM BUSINESS STRATEGY ' Warner And Sharon Hodgdon Family HEART GIVEN Gifts and Contributions To: Campus Crusade For Christ International (Founders: Bill And Vonette Bright) 1972 • 1985 Water Supply At No Cost to Arrowhead Springs Headquarters • December 23, 1980 CCCI Administrative Headquarters S2.5 Million • August 3, 1984 Arrowhead Springs Ranch S4.7 Million (Present Value $9 • SIS Million) • August 3, 1964 Historic West Twin Creek A Del Rosa Mutual Water Compsny(s)(Present Value 815 •820 Million) ACCUMULATIVE RANGE: S26 54 Million• 537.5* Million ' A u g u s t 3 , 1 9 8 4 G 1 f It D e e d F r o m Warner • Sharon Hodgdon To Campus Crusade For Christ International Founders : William and Vonette Bright Hodgdon Family Arrowhead Spriogg Ranch August 3,1984$4.7 Million GIFT DEED To CCCf w'ifs erera se. maws-re cur.e. aulo-o B4rlggg7g ,�, r..e[m afl�endL RE[Oaa05 aw.[cNe.e waw roe SAN BERNARDINO f....(.r,env°•a.11. Co-CALIF. an JA I...eewaw _ J39e. !I/-OaoP •.p„rtr ' i' "� r 61•T aFa` wr (T3.]0�T5,275.60r L4]96,010.W•) Ezau6c Addetl Cia o(Two WVM CfmP,av(,] ur,p.w r uu mm[se•nwu ,.. . �. r .....••••••••wa n«.s rr ovlar[.fe[roYTee. <,5fY nBaIIQMW frry r M f•r�r<_re r S M Seall- SEPARATLLV GIFTED WEST TWIN CREEK AND —n DEL ROSA MUTUAL WATER COMPANfES u Ta, a {. .1 ...r<.maa ... v°f w``fNfµ.If r..,r«F. y1944-411.a^. 1. C H q wI. fe W 1an. 6 Y[Y.efeeJ twat J 3I3\.paO.dJ, Y /�� Jf.•[Y[al)s.n.L • ./f��r =MAJ. Sf,l'Y'. `[•[(eNYGk!/(//�f�'R/ . . . —�M.,}w�f°�/,r`ja.,(/.aM�R//•/}•�,r. [l,(COl .pV[„rr � !• 'C r .�� •fir• 1984 Hodgdon Family Arrowhead Springs Ranch GIFT to CCCI 54,796,000 Arrowhead Springs Ranch 2005 Approved Specific Plan 300 Unit (s) Retirement Village • Golf Course 2005 Retirement Village Land Current Present Value Per ('.nit $30.000 • $50.000 Total(s) $9,000,000 • $15,000,000 1984 Hodgdon Family Separately GIFTED to CCCI West Twin Creek•Del Rosa Mutual Water Company(s) 2005 Stated Present Value in Sustainable Range of$15,000,000 • $20,000,000 ' w (INCououl 6La9 Page 16 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEYBEGAN IN 1847 �ojjJJ HEADQUARTERS: 405 FAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 I'}[1TJJ eAOJMaV NO..p fA4nY GRON N{9JAiI 11'"`b� LONG TERM BUSINESS STRATEGY ' Warner And Sharon Hodgdon Family HEART GIVEN Gifts and Contributions To: Campus Crusade For Christ International (Founders: Bill And Vonette Bright) ' 1972 • 1985 Water Supply At No Cost to Arrowhead Springs Headquarters •December 23, 1980 CCCI Administrative Headquarters 82.5 Million • August 3, 1984 Arrowhead Springs Ranch $od Million (Present Value 89 • S15 Million) • August 3, 1984 Historic West Twin Creek& Del Rosa Mutual Water Company(s) (Present Value 815 $20 Million) ACCUMULATIVE RANGE: 826 5*Million $37.5* Million if "� / � ,'�,�'{ � •. I Tf t y�M r , 1 y.. i Fl �A. T ' s•.ae.". r• �q•S�j.rr..i.. \ R .. K, Y • Ih 1846 2007 Warner Hodgdon Family HER 19i GE of the San Bet nardino Mountains and Vallev PASSION of TWO Related Hearts for the Valley,Mountains and The People....Then and Now! WR/QA/COUOCil61-09 Page 17 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 ) ' HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 19w1777 LONG TERM BUSINESS STRATEGY • i , i: add 1 „ ' ; Warner And Sharon Hodgdan Family HEART GIVEN Gifts and Contributions To: Campus Crusade For Christ International (Founders: Bill And Vonette Bright) ' 1972 • 1985 Water Supply At No Cost to Arrowhead Spriest Headquarters • December 23, 1980 CCCI Ado,inirtrstiva Headquarters S2.5 Million - August 3, 1984 Arrowhead Springs Ranch S4.7 Million (Present Value $9 • $15 Million) • August 3, 1984 Historic West Twin Creek&Del Rasa Mutual Water Corepany(s)(Present Value S15 • $20 Million) 9CCL'MULATIVE RANGE: S26 5t Million • 537 ex Million 1 9 8 6 T A X R E F O R M A C T i A R R O W H E A D S P R I N G S R A N C H $350 M I L L I O N MULTI - FAMILY R E S I D E N T I A L " E'A�A Y TAX-EXEMPT. MORTGAGE REVENUE BONDS r _ I SIGNED INTO LAW B Y : PRESIDENT RONALD R . REAGAN OCTOBER 27, 1986 HOUSE OF REPRESS. A7TVFS ( 1d Stezatan 99-tHl I I TAX REFORM ACT OF 1986 s CONFERENCE REPORT ro •¢onrF,..vv H.R. 3838 Volume I of 2 Volumes r 5eere.vwu 16. 1986.-0,rdered to be prived F_ t.�.ln,wwSN.�f.TOn `T"' rF1�E �••) 19eJ r WARNER HODGDON COORDINATION WITH RONT RULES COMMITTEE FOR INCLUSION OF ' $3S0,000,000 ARROWHEAD SPRINGS RANCH RETIREMENT PLAN(S) OF DEVELOPMENT WITH HOTEL - RESORT PUBLIC GOLF COURSE AND WATER FEATLRES ' u9perrvcouadl 61-09 Page 18 of 24 (By Warner Hodgdan:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 ' 0 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 15A�J7 n vunis s nosaow Fumy caow uraurt PiiD� LONG TERM BUSINESS STRATEGY Warner And Sharon Hodgdon Family HEART GIVEN Gifts and Contributions To: Campus Crusade For Christ International (Founders: Bill And Vonette Bright) 1972 - 1985 Water Supply At No Cost to Arrowhead Springs Headquarters • December 23, 1990 CCCI Administrative Headquarters $2.5 Million • August 3, 1984 Arrowhead Springs Ranch $4.7 Million (Present Value S9 • S15 Million) • August 3, 1984 Historic West Twin Creek @ Del Rosa Mutual Water Company(,)(Present Value SiS•S20 Million) 4CCLMLLATIVE RANGE: $2651 Millie. •S37.5. Millie. 1 9 8 6 T .4 X R E F O R M A C T n `.11111 1t(i�` );•;, A R R O W H E A D S P R I N G S R A N C H S 3 5 0 M I L L I O N MULTI- FAMILY R E S I D E N T I A L• '4' TAX-EXEMPT MORTGAGE REVENUE BONDS ( , N S I G N E D I N T O L A W B Y „r PRESIDENT RONALD R. REAGAN O C T O B E R 27, 1 9 8 6 •i"^.•, >apr-,e C'e,rcwsxs I Res—se, t Z Sesa:.n HOUSE OF REPRES'E.�I'['A1-IVES •��r I-e4. (;i du nrn s lurion uvs edupreof f such Th Pr l<'ct on $<P[e tuber Se J.995 Pp Fo mFOre l a cunt /bn..ds to uhieh rh; F �/r A P.P<-r>"d nhiaJ)nm[o!'vod df.IRKL G(ro. o .'I" rh ia s byos`graPh "f P"oPerrJ' P Jrcr is dme-:OCd in '' :, (berclnrr`r of Mr.sre�d;.SF u.os rsr cf ` the:nt un De. r )m- J9 5u ben ,er U.e nd r " hcuxinp a d cu n h'd<rr%aPm rffce o%d J<c id ►� P<roor mind:d:n6 h o 1 h P i,. eh L=' an rFUbr.d<in rho s >e Srora oirto /rIt parap,.oPhs iSr. IFi. (Cr d The 6-grcg 4 fee mount o=bondx eo mhieh th a's s bpara FraPh P' the h.11 r d an a nr u•Aich. roAA<< tier to nts a1[w<sd<unro 6P .vt�oPAS (E< rFi. (GR end CXA dons rof_c«d 53uG,P00.lXJO. (J) A residential rental property project is described in <; this.subparagraph if it is a multifamily residential kw 1"`'li development located in Arrowhead Springs, within the Count),of San Bernardino, California, and a portion of the site of which currently is owned by the Campus Crusade for Christ The aggregate face amount 0f bonds to which this subparagraph applies shall not exceed$350,000,000. WARNER HODGDON COORDINATION WITH JIONT RULES COMMITTEE FOR INCLUSION OF $350,000,000 .ARROWHEAD SPRINGS RANCH RETIREMENT PLAN(S) OF DEVELOPMENT WITH HOTEL a RESORT PUBLIC GOLF COURSE AND WATER FEATURES r• FOOTNOTE: In early October 1986,on behalf of the Arrowhead Springs Hotel Resort(1,916±acres),owned by Campus Crusade for Christ International (William and Vonette Bright, Founders), Warner Hodgdon submitted before the COUNTY BOARD OF SUPERVISORS their Consideration of Authorizing 5350,000,000 Tax Exempt Multi-Family Residential Bonds before the end of 1986 to implement within these(3)years,the Arrowhead Springs Ranch submitted Planes)of Development(s),under the existing Internal Revenue System Redee;which were projected to change under the forthcoming 1986 Tax Reform Act(SEE: Following two[21 pages for Plau[s]of Development The County Administration felt President Reagan's 1986 Tax Reform Act would not pass before the years end and set the Arrowhead Springs Ranch Agenda Item aside Warverfelt differently and immediately dealt with the Congress Joint Conference Rules Committee and Staff. By Ocbber22,1986 Congress had passed and President Reagan signed hdo law on October 27,1986 the 1986 TAXREFORMACT. Dueto Wamer'seBeralmArrowbled Springs Ranch,on page 1-642(J)lhereog was lardmizeduoderthat=restrictive 1985"Old Rules,"the Carpus OusadefurChristArrowbessd Springs Ranchdesigmted amarlce of$350,000,000 Tax Exempt Bonds Its its Retirement Planes)of Developmeogs)with RESORT HOTEL,PUBLIC GOLF COURSE AND WATER FEATURES. Repor e*,,iheLnswReridammdI jedEtios AWhorredBy Congrar To neLdeimJRevmue Code or OthmviseSuus the Cmmn-y'sBegmemg,Qrra/e 99i°CONGRESS REPORT 2d Session HOUSE OF REPRESENTATIVES 99-841 1-642 (J) A residential rental property project is described in this subparagraph if it is a multifamily residential development located in Arrowhead Springs, within the County of San Bernardino,Califomia,and a portion of the site which currently is awned by the Campus Crusade far Christ. The aggregate face amount of bands to which this subparagraph applies shall not exceed S350,000,000. wlPCwcomdl 6_1-09 Page 19 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS - VALLEY BEGAN IN 1847 �JJV ,� HEADQUARTERS: 405 FAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 O a u`.xv Hox.on r.wnr crow.arrna4n rr" 1 ' (For Action Plan Discussion and Constructive Purposes Only) LONG T +RM BUS1NIMS STRATEGY • ' Warner And Sharon Hodgdon Family HEART GIVEN Gifts and Contributions To: Campus Crusade For Christ International (Founders: Bill And Vonette Bright) 1972 • 1985 Water Supply At No Cost to Arrowhead Springs Headquarters • December 23, 1960 CCCI Administrative Headquarters $2.5 Million • August 3, 1984 Arrowhead Springs Ranch $4.7 Million (Present Value $9 • S15 Million) • August 3, 1984 Historic West Twin ' Creek&Del Rosa Mutual Water Company(s) (Present Value SIS•$20 Million) ACCUMULATIVE RANGE: S26.5t Million •$37.5: Million 1 Arrowhead Springs Hotel•Resort 19 ,5 • 1986 PLAN OF DEVELOPMENT AD SPRINGS Y CENT R GOLF CLUB CQ MM UN I995 ..,.19g6 - .__. _ an .�s'nw, ✓`+�" ., �'1 lit G F.. .1. 1 �!'��11e1•F!}Jlb ( ® _ ~ � WILDWOOD OPEN SPACE AREA WILDWOOD OP6N SPACE { k ARRO WBEAD SPRINSSt g ^ dOLF'COURSB (BXLUStVBLV PUBLIC) 4L +7-1. 1915 RIM OPJHBIYORLD H/OHifAI' (i.. ARROWHEAD RANCH ROAD L7, qY - } �t!�• _ �/ $R 4 y` I ml: WILDWOOD PARK • • Cri h' 4010 STRR6T t PUBLIC EHIEM W17 MATION ax 86 ARROWHEAD SPRINGS RANCH)(19 Ar, _ OUTLINE PLAN OF DEVELOPMENT PLAN(s)OFDEVELOPMENT($) 1 CAMPUSCRUSADE WARNER HODGDON SUBMITTED TO couturi SCALE IN FEET NORTH OCTOBER 1966 man-µ•wt FOR CHRIST INTERNATIONAL w. °WaWr wiaxen w TES oo00xN°Oj INTF_MNATIONAt CNRIHi1M1N 1f1+At u1M1TE ul4WCl4HIiv oau9x AsabclAras Arrowhead Springs, San Bernardino, California .. ..11t By October 22,1986 Congress had passed and President Reagan signed into law on October-27,1986 the 1986 TAX REFORMACT. Due to Wamer's efforts for Arrowhead Springs Ranch,on page 1—642(.n thereof,was authorized under the IMS restrictive 1985"Old Rules,"the Campus Crusade for Christ Arrowhead Springs Ranch designated issuance of $350,000,000 Tax Exempt Bonds for its Retirement Plan(s) of Development(s)With RESORT HOTEL,PUBLIC GOLF COURSE AND WATER FEATURES. Reportedly the Largest Residential Project Ever Authorized By Congress To The Internal Revenue Code or Otherwise Since The Counny's Beginning,(SEE: FOOTNOTE Page 23). In November 2005 the City of San Bernardino adopted the Arrowhead Springs Spec*Plan(1,916f acres). W CWCauodl 6749 Page 20 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN W 1847 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 ►a1�J1 I.mAnNa.. H.Moo. 4M 1-1 caom-- I�� For Action Plan Discussion and Constructive Purposes Only) LONG TERM BUSINESS STRATEGY 9 ' ' Warner And Sharon Hodgdon Family HEART GIVEN Gifts and Contributions To: Campus Crusade For Christ International (Founders: Bill And Valletta Bright) 1972 • 1985 Water Supply Al No Cost to Arrowhead Sprints Headquarters • December 23, Isla CCCI Administrative Headquarters 12.5 Million • August 3, 1984 Arrowhead Springs Ranch $4.7 Million (Pr«eat Value 89 • 815 Million) • August 3, 1981 Historic West Twin ' Creek A Del Rosa Mutual Water Compsny(s)(Present Value 815 •820 Million) ACCUMULATIVE RANGE:526.St Million •577.53 Million j Zx t,A,RR9 k"A 7r 4.6' , __r ARROWHEAD S -GS RANCH VILL�AN Re � (N(St 48$2 OLD LOGGI ^i2r'Y •ii�u. n.C' .+ ^m!c1' i t a rs r .p�y, k %, �.��t(�'9g(• !�}I()�1�5 t:)1986�1a1t°+°n('e'�i t r, C r.,� T ', ,nsR.,.,a�� � �: � "vy.FIB fY`I,. ' .•,:=r<- `4�M y t ! N'. A e „ It t..., ,1?':4^ � u., '•°1975.1986 Plan 1� - -�e/-� ARROWHRAD SPRINGS RANGY E7fE;CUTIVE GOLF COURSE AIt R0 WHE,Afi' ,PR 1rUa')bt' [H0T,81. • SPA • RESORT Now 1 r r ,,, �.;. � t�. � a •. `"^. a•.. '^tM •1986 Plan ..." 1975.1986 Plan NM ARROWHEA SPRINGS RANCH COMMUNITY CHAPEL - �7 R4 ' 017 THE WORLD HIGHWAY A 'A.- - ,F ,A �•� RE Z;2a1.NM :.,;ttn+�;.r r.., Man. ,I. ii�� !Ek•ttI: 1975.1986 Plan ' �i . �,• '�y�P A „� nr•-e- 41.r . r... s: t''�y r.: g t � i`�MII9t l d1 rn. "'- S'r n 1975-198 PYs n "•t . A gp �61UNGS RANCH GOLF CLUB•COMMUNITY CENTER ARROWHEAD SPRI?RANCH FARMERS MARKET QRXLUSIyELY, PH¢LIC) 1975.1986 Plan 1 ..:Tt jr 1975.1986 Plan k11�yi.�+.! 4, .�" `�r:r':'xI ° -,: '� rJ'~ t ♦rti.'f�? a 5^ 1 .`. H 1 r .... ,r MARX ENrEfMaE RE77ATION ask (1986 ARROWHEAD SPRINGS RANCH) OUTLINE PLAN OF DEVELOPMENT PLAN(S)OF DEVELOPMENT(S) CAMPUS CRUSADE WARNER HODGDON SUBM,TTED TO COUNTYucArE M FEET NORTH OCTOBER 1986 1078-i9ss FOR CHRIST INTERNATIONAL . Esma�RIN s INTFMATIONAI, CHMSIMN e1RAOUATe UNIVERoirY wiaxu w:Hvovuex .m Arrowhead Springs, San Semardino, California p'"If�'� By October 22,1986 Congress had passed and President Reagan signed into law on October 27,1986 the 1986 TAXREFORMACT. Due to Warner's efforts for Arrowhead Springs Ranch,on page 1—642(n thereof,was authorized under the less restdctive 1985"Old Rules,"the Campus Crusade for Christ Arrowhead Springs Ranch designated issuance of 5350,000,000 Tax Exempt Bonds for its Retirement Plan(s)of Development(s)With RESORTHOTEL,PUBLIC GOLF COURSEAND WATER FEATURES. Reportedly the LargestRuidemia/Project Ever Authorized By Congress To The Internal Revenue Code or 01herwise Since The Country's Beginning, (SEE: FOOTNOTE Page 23). In November 2005 the City of San Bernardino adopted the Arrowhead Springs Speck Plan(1,9161 acres). Wwch cil 6-I-09 Page 21 of 24 By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1547 ' HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 •OAµ2a0 HOOCCON FsAmy mON.lrinlxtt P"� 1 1 CITY COUNTY IVDA .IOINT C.00PERATION.............QUALITY OF LIFE 1 s Page 1 of 58 1 1 {'r. t, I 1 f 1 "wwcrr✓cwxusf-os Page 22 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS VALLEY BEGAN IN 1847 1 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 15JY11 .�. pro 1 1 CITY COUNTY • IVDA JOINT COOPERATION.............QUALITY OF LIFE i z n 0 W r i if I I O mD 'i 8 I i � _ d' �--x-14 •I I. A - � I.01 4 I cl r TI -3 I I it J CA 5 1 1 weVtancalmdl stns Page 23 of 24 (By Warner Hodgdon:For Discussion Purpose Only) 1 FAMILY HERITAGE OF THE MOUNTAINS VALLEY BEGAN M 1847 OHEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 /S•1 �'Yl .....__-----._.._ CITY - COUNTY D• JOINT COOPERATION a' t `• •` xt o ilM f "+ W: CL on pt 'RON ti :pg iz/ � w z � g it 7Q J� • MWM CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY FROM: Emil A. Marzullo SUBJECT: Accept the San Bernardino Downtown Core ' Interim Executive Director Vision/Action Plan, and direct Agency Staff to Valerie C. Ross proceed with implementation of the Downtown City Development Services Director Core Vision/Action Plan DATE: May 27, 2009 -------------------------------------------------------------------------- Synopsis of Previous Commission/Council/Committee Action(s): On June 5, 2008, Redevelopment Committee Members Estrada, Johnson and Baxter unanimously voted to recommend that the Mayor and Common Council and/or the Community Development Commission consider the endorsement of the Urban Land Institute ("ULI") study for the Downtown Central Business District and to recommend the ULI report for further study to EDAW, Inc., for the preparation of a Downtown Care Vision/Action Plan. (Synopsis of Previous Commission/Council/Committee Actions Continued to Next Page) ------ -- ------ ---— - ----- ---------------- —-- -------------------------- Re commended Motion(s): Mayor and Common Council Resolution pf.the Mayor and Common Council-of the City of San Bernardino concurring with the actions taken by the ' Community Development Commission of the City of San Bernardino regarding acceptance of the San Bernardino Downtown Core Vision/Action Plan ' MOTION: That the Mayor and Common Council of the City of San Bernardino designate the following elected officials, Councilmember Estrada, Councilmember Brinker and Mayor Morris, who along with the Redevelopment Agency of the City of San Bernardino Staff and City Staff, will meet and work with the San Bernardino County Board representatives regarding the San Bernardino Downtown Core Vision/Action ' Plan and alternative sites and options that can meet the County's space requirements in downtown San Bernardino (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino accepting the San Bernardino Downtown Core Vision/Action Plan, and directing Agency Staff to proceed with actions identified in the Implementation Section of the Downtown Core Vision/Action Plan --------— —------------------ --------- --——------------ --------------------- Contact Person(s): Jeffrey Smith Phone: (909)663-1044 ' Central City North and Central City Project Area(s): Redevelopment Project Areas Ward(s): 19 Supporting Data Attached: M Staff Report 0 Resolution(s)❑Agreement(s)/Contract(s) R] Map(s)❑ Letter(s) Funding Requirements: Amount: $ -0- Source: N/A Budget Authority: N/A ' Signature: Signature: ��U/Uf�(l• Emil A.Marzu lo, xecutive Director Valerie C.Ross,Development Services Director -------------------------------------------------------------------------------------------------------------------------- '' Commission/Council Notes: PIA,eM.Tbom Ne C...zmonlCDC2O &O1-09 EDAWDowaownCoreVaion$Aalon Ph.SRdoc COMMISSION MEETING AGENDA Meeting Date: 06101/2009 ' a s �+ Aeenda item Nnmher• All Synopsis of Previous Commission/Council/Committee Action(s) Continued: 1 On June 16, 2008, the Community Development Commission of the City of San Bernardino adopted a resolution approving the endorsement of the Urban Land Institute ("ULP') study for the ' Downtown Central Business District and recommending the ULI report for further study to EDAW, Inc-, for the preparation of a Downtown Core Vision/Action Plan. On November 3, 2008 and January 5, 2009, the Community Development Commission of the City of San Bernardino received and filed presentations and received an update on the status of the Downtown Core Vision/Action Plan. On March 2, 2009, the Community Development Commission of the City of San Bernardino adopted a resolution approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute Amendment No. I to the agreement for professional services by and between the Agency and EDAW, Inc. ' On March 19, 2009, the Community Development Commission of the City of San Bernardino adopted a resolution approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute a Professional ' Services Agreement by and between the Agency and The Fransen Company, for the preparation of a Commercial/Retail Strategy and develop a Marketing Potential Report for the Downtown Core Vision/Action Plan. On April 6,'2009 the Community Development Commission of the City of San Bernardino received and filed a presentation and was updated on the status of the Downtown Core Vision/Action Plan. ' On April 23, 2009 Redevelopment Committee Members Johnson Baxter and Brinker unanimously voted to recommend th4L thz_Mayor and Common Council and the Community Development ' Commission consider the adoption of the San Bernardino Downtown Core Vision/Action Plan and direct Agency Staff to commence the Implementation Process ,I —- ----- -- ------------------------------------------ ---- --------- ——-- —— — — -- —--------- P9Ap.&,ssCommDecC...Wuan� DC 1009\06-0609 EDAW Down .Core Vi,len&Anion PW Md., COMMISSION MEETING AGENDA Meeting Date: 06/01/2009 a b �s9 A¢enda Item Number: �. ECONOMIC DEVELOPMENT AGENCY STAFF REPORT - - - - -- -- ------ ------ -- - - - - -------------------------------------- ------ -- ---- ACCEPT THE SAN BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN, AND DIRECT AGENCY STAFF TO PROCEED WITH IMPLEMENTATION OF THE ' DOWNTOWN CORE VISION/ACTION PLAN BACKGROUND: ' In June 2007, the Urban Land Institute ("ULI") analyzed and prepared a study for the Downtown Central Business District of San Bernardino. The purpose of the ULI's involvement was to study and provide ' recommendations and proposals for the City of San Bernardino ("City") to consider, relative to land use, transportation, lifestyle, urban design, commerce and government that would bring physical and economic vitality back to Downtown San Bernardino ("Downtown"). ULI presented their findings and recommendations on June 29, 2007. In August 2007, these findings and recommendations in final form were received by the Mayor and Common Council of the City of San Bernardino ("Council") and the Community Development Commission of the City of San Bernardino ("Commission,'). In June 2008, the Commission formally endorsed ULI's study for the Downtown Central Business District. The Commission also recommended that the ULI study be utilized as the base document for ' further analysis and refinement for the preparation of a planning document for Downtown San Bernardino In July 2008, a multidisciplinary team .of experts from EDAW started the work of preparing the San Bernardino Downtown Core Vision/Action Plan ("Vision/Action Plan") for the City. The preparation of ' the Vision/Action Plan was anticipated to involve nine months of planning work efforts with a number of meetings and tasks to be performed. Since July 2008, EDAW has met and conferred with Agency Staff, gathered and researched relevant data, conducted a project site survey, held stakeholder interviews with ' City and County officials and staff, San Bernardino Chamber of Commerce, the Downtown Business Association and other agencies, as well as other interested individuals and entities. ' In September 2008, EDAW, with the assistance of Agency Staff, held a two day Charrette. During the two day event, more than 60 individuals attended the Charrette to listen and share their concerns and ideas. On November 13, 2008, EDAW, with the assistance of Agency Staff, held a Community Open ' House ("Open House") to present three alternative strategies for the Action Plan. The Open House provided an opportunity for business and community leaders, area residents, public officials and other interested persons to participate in an open forum for discussion of the issues and opportunities associated ' with the revitalization of the Downtown area. More than 130 individuals attended the Open House to listen and share their concerns and ideas. In 2009, the Agency, along with EDAW, has provided the Redevelopment Committee and the Commission with periodic updates on the development and formulation of the Vision/Action Plan. With ' the work on the Vision/Action Plan nearing the final stages of completion, the Agency has made presentations to the Planning Commission and the Downtown Business Association. The Agency, along with EDAW, provided an update to the Council on April 6, 2009, and recently held a Public ' Presentation/Open House on Thursday, April 9, 2009. The Public Presentation/Open House allowed for . the unveiling of a Preferred Plan a guide for the future revitalization of San Bernardino. The event was well attended with more than 200 individuals listening to a presentation and panel discussion, and viewing graphics, models and computer simulations. It should be noted that during the course of developing the Vision/Action Plan, community input has been positive and promising. -------------------------------- - - - - --------------------------------- --- -- ----------------- ISSI-------------------------------A P:UgendaslC9mm Dev Commission\CDC 30p9W6-0609 EDAW Downtown Core V$bn&Agion Plan SR.EOC COMMISSION MEETING AGENDA ' .27 Meeting Date: 06/01/2009 Economic Development Agency Staff Report EDAW Downtown Core Vision/Action Plan Page 2 CURRENT PROPOSAL: The effort of developing the Vision/Action Plan is complete and the Preferred Plan has been identified ' This Vision/Action Plan identifies many potential improvements, design concepts and development strategies that comprise a set of goals and a shared vision for revitalization of the Downtown Core area of the City. The Vision/Action Plan provides a clear direction for on-going efforts to utilize available funding and seek private investment in the Downtown area. Involvement of many stakeholders in this planning effort, including the County government the San Manuel Tribe the Downtown Business Association, - the Chamber of Commerce, the school districts and colleges/universities and other ' community and civic groups has resulted in a plan that is flexible realistic and achievable The attached Executive Summary identifies several feasible "next steps" from the Implementation Plan does not require a specific sequence of actions. Agency Staff looks forward to working with the Council, City ' Staff and San Bernardino County Staff regarding the Vision/Action Plan and alternative sites and options that can meet the County's space requirements in downtown San Bernardino. Agency Staff supports the recommended Motion and recommends adoption of the attached Resolutions to guide current and future ' efforts of_the conomic eve opment Agency and the Development Services Department toward fulfillment of the Vision/Action Plan for the Downtown Core. ' ENVIRONMENTAL IMPACT: The action of adopting the Vision/Action Plan and directing Agency Staff to proceed with im lementation is not a "project" as defined in Section 15378 of the California Environmental Quality Act ("CEQA") wdelmes. ' FISCAL IMPACT: None. Specific implementation actions, programs, and projects will have their fiscal impacts determined ' at the time of their consideration. RECOMMENDATION: That the Mayor and Common Council and the Community Development Commission adopt the attached • Motion and Resolutions. ' Emil A. Marzullo Valerie C. Ross Interim Executive Director Development Services Director 1 ---- -- — ----- ------------------— -- —-- ------- ------------------------------------------ MgrndedCommDevGmmiuion\CDC 1 009\06-01-W EDAW Dpwnmwn COm Vi3ionk Anion Plan SR dac COMMISSION MEETING AGENDA 2 Meeting Date: 06//0///1/2009 d h Au.n a Up. Nu mho r• I I RESOLUTION NO. 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO CONCURRING WITH THE ACTIONS TAKEN BY ' THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF 4 SAN BERNARDINO REGARDING ACCEPTANCE OF THE SAN 5 BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN 6 WHEREAS, the City of San Bernardino, California (the "City"), is a municipal corporation 7 8 and a charter city duly created and existing pursuant to the Constitution and the laws of the State of California; and 9 10 ULI )WHEREAS, the Urban Land Institute " " ( analyzed and prepared a study for the Downtown San Bernardino Central Business District in June 2007 ("Study"), and thereafter in 11 12 August 2007, the findings and recommendations of the Study were presented to and received by the 13 Community Development Commission of the City of San Bernardino ("Commission"); and ' 14 WHEREAS, on June 16, 2008, the Mayor and Common Council of the City of San Bernardino ("Council") and the Commission formally endorsed the ULI study and directed the ' 15 Agency to further study its recommendations and engage the services of EDAW, Inc. ("EDAW"), to 16 assist in further studying, analyzing, discussions with stakeholders, planning and preparing solutions 17 and alternatives, funding objectives and implementation strategies for the downtown core of San 18 Bernardino; and 19 20 WHEREAS, in July 2008, EDAW commenced the work of preparing the San Bernardino ' 21 Downtown Core Vision/Action Plan ("Vision/Action Plan") for the City by performing a number ' of tasks as directed pursuant to their contract with the Agency; and 22 WHEREAS, since July 2008, EDAW has met and conferred with the Staff of the 23 Redevelopment Agency of the City of San Bernardino (the "Agency"), gathered and researched 24 25 relevant data, conducted a project site survey, conducted stakeholder interviews with City and 26 County officials and staff, the San Manuel Tribe, the Downtown Business Association, the San 27 Bernardino Chamber of Commerce, the school districts and colleges/universities, and other ' 28 community and civic groups/agencies, in addition to discussions and meetings with other interested individuals; and P:1AgeMesTesolutwnsVl olutioos @009106-01-09 Downtown Vision Aw;on Plan MCC Rao.doc 1 �y ' I WHEREAS, in September 2008, EDAW and Agency Staff, held a two day Charrette, where 2 the public participated by sharing their concerns and ideas, and in November 2008, EDAW and ' 3 Agency Staff, held a Community Open House where three alternative strategies were presented for 4 the Vision/Action Plan to thus provide an opportunity for business and community leaders, area 5 residents, public officials and other interested persons to discuss issues and opportunities facing the ' 6 revitalization of Downtown San Bernardino; and 7 WHEREAS, in April 2009, Agency Staff and EDAW, conducted a Public Presentation and ' 8 Open House for the public, where a direction for the future revitalization of Downtown San 9 Bernardino, in the form of a Preferred Plan, was unveiled, in addition to the presentation of a panel 10 discussion of urban design and development experts; and 11 WHEREAS, the effort of developing and preparing the San Bernardino Downtown Core 12 Vision/Action Plan is complete and the Preferred Plan has been identified, and the Vision/Action 13 Plan and the proposed recommendations are available for consideration and adoption. 14 NOW, THEREFORE, IT IS HERBY RESOLVED, DETERMINED AND ORDERED BY ' 15 THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS 1 16 FOLLOWS: 17 Section 1. The Council hereby formally endorses and accepts the San Bernardino ' 18 Downtown Core Vision/Action Plan. The Council recognizes that the content and recommendations 19 as to the implementation of the San Bernardino Downtown Core Vision/Action Plan will change ' 20 over time, and that the San Bernardino Downtown Core Vision/Action Plan shall be viewed as a ' 21 working document to accommodate and provide direction to future developments within the 22 Downtown Area. ' 23 Section 2. The Council acknowledges that the Agency Staff has been directed to proceed 24 with the implementation process as identified andrproposedlin the San Bernardino Downtown Core 25 Vision/Action Plan and the Council hereby consents to such directive. The Council hereby 26 recognizes that the Staff Report in support of the adoption of this Resolution for the San Bernardino 27 Downtown Core Vision/Action Plan was jointly prepared and submitted by Agency Staff and the 28 Director of Development Services. Nothing contained herein shall be deemed to commit or obligate 2 P:VsgendasUt lminnsat obaimo @009106 4609 Downtown Vision Action Plan MCC Reso.,nc 30 I the Staff of the Development Services Department and other City Departments to undertake any 2 further work efforts on the San Bernardino Downtown Core Vision/Action Plan without the express ' 3 approval and direction of the City Manager with respect to any such staff commitment. • 4 Section 3. This Resolution shall take effect upon its adoption and execution in the 1 5 manner as required by the City Charter. ' 6 7 ' 8 /lf 9 12 13 14 ' 15 ' 16 17 ' 18 19 ' 20 21 22 ' 23 24 25 26 27 28 P'.1AgeM&aa olmiOnS\Ruolwlom @009\06-01-09 Downtown Vision Action Plan 3 MCC Resa.d oe ' 3 ! 1 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO CONCURRING WITH THE ACTIONS TAKEN BY 2 THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF 1 3 SAN BERNARDINO REGARDING ACCEPTANCE OF THE SAN BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN 4 1 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 1 6 Common Council of the City of San Bernardino at a meeting thereof, 7 held on the day of 2009, by the following vote to wit: 1; 8 Council Members: Ayes Nays Abstain Absent 9 ESTRADA t10 BAXTER 1 11 BRINKER 12 SHORETT 1 13 KELLEY 14 JOHNSON 1 15 MC CAMMACK 1 16 17 Rachel G. Clark, City Clerk 1 18 19 The foregoing Resolution is hereby approved this day of 2009. 1 20 21 22 Patrick J. Morris, Mayor City of San Bernardino 1 23 Approved as to Form: 24 1 25 By- 26 James F. Penman, City Attorney 1 27 1, 28 P:Vgend.zlR.A i...%--o artv@0M6-01-09 D..,..V.iw Agion Phn MCC Rood c 1 3 2- 1 RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF 3 THE CITY OF SAN BERNARDINO ACCEPTING THE SAN BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN, AND DIRECTING AGENCY ' 4 STAFF TO PROCEED WITH ACTIONS IDENTIFIED IN THE IMPLEMENTATION SECTION OF THE DOWNTOWN CORE 5 VISION/ACTION PLAN 6 7 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency"), is a ' 8 public body, corporate and politic existing under the laws of the State of California, Health and 9 Safety Code 33100, and is charged with the mission of redeveloping blighted and underutilized 10 land pursuant to the California Community Redevelopment Law as found in the Health and Safety ' 11 Code Section 33000, et-seq.; and 12 WHEREAS, the Urban Land Institute ("ULI") analyzed and prepared a study for the ' 13 Downtown San Bernardino Central Business .District in June 2007 ("Study"), and thereafter in 14 August 2007, the findings and recommendations of the Study were presented to and received by the ' 15 Community Development Commission of the City of San Bernardino ("Commission"); and ' 16 WHEREAS, on June 16, 2008, the Mayor and Common Council of the City of San 17 Bernardino ("Council') and the Commission formally endorsed the ULI study and directed the ' 18 Agency to further study its recommendations and engage the services of EDAW, Inc. ("EDAW"), to 19 assist in further studying, analyzing, discussions with stakeholders, planning and preparing solutions ' 20 and alternatives, funding objectives and implementation strategies for the downtown core of San ' 21 Bernardino; and 22 WHEREAS, in July 2008, EDAW commenced the work of preparing the San Bernardino ' 23 Downtown Core Vision/Action Plan ("Vision/Action Plan") for the City by performing a number 24 of tasks as directed pursuant to their contract with the Agency; and ' 25 WHEREAS, since July 2008, EDAW has met and conferred with Agency Staff, gathered 26 and researched relevant data, conducted a project site survey, conducted stakeholder interviews 27 with City and County officials and staff, the San Manuel Tribe, the Downtown Business ' 28 Association, the San Bernardino Chamber of Commerce, the school districts and 33 ePa3o�ssVtao WsiomUtuolulions�3�09sD6-OIL9 D.w...Vision Anion Plan CDC R..&, I colleges/universities, and other community and civic groups/agencies, in addition to discussions 2 and meetings with other interested individuals; and WHEREAS, in September 2008, EDAW and Agency Staff, held a two day Charrette, where 4 the public participated by sharing their concerns and ideas, and in November 2008, EDAW and 5 Agency Staff, held a Community Open House where three alternative strategies were presented for ' 6 the Vision/Action Plan to thus provide an opportunity for business and community leaders, area 7 residents, public officials and other interested persons to discuss issues and opportunities facing the ' 8 revitalization of Downtown San Bernardino; and 9 WHEREAS, in April 2009, Agency Staff and EDAW, conducted a Public Presentation and ' 10 Open House for the public, where a direction for the future revitalization of Downtown San 11 Bernardino, in the form of a Preferred Plan, was unveiled, in addition to the presentation of a panel 12 discussion of urban design and development experts; and 13 WHEREAS, the effort of developing and preparing the San Bernardino Downtown Core 14 V�n/Action Plan is complete and the Preferred Plan has been identified and the Vision/Action ' 15 Plan and the proposed recommendations are available for consideration and adoption. 16 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 17 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS ' 18 FOLLOWS: 19 Section 1. The Commission hereby formally endorses and accepts the San Bernardino 20 Downtown Core Vision/Action Plan. T e Commission recognizes that the content and 21 recommendations as to the implementation of the San Bernardino Downtown Core Vision/Action ' 22 Plan will change over time; and that the San Bernardino Downtown Core Vision/Action Plan shall ' 23 be viewed as a working document to accommodate and provide direction to future developments 24 within the Downtown Area. ' 25 Section 2. The Commission hereby directs the Agency Staff to proceed with the 26 implementation process as identified and proposed in the San Bernardino Downtown Core r; 27 Vision/Action Plan. The Commission hereby recognizes that the Staff Report in support of the 28 adoption of this Resolution for the San Bernardino Downtown Core Vision/Action Plan was jointly 3f ' P UgeWm\RnoWtiom tR mlulions�20o9k06-01-09 Downtown Vuioa Acton Plan CO R.n. 1 ' I prepared and submitted by Agency Staff and the Director of Development Services. Nothingi 2 contained herein shall be deemed to commit or obligate the Staff of the Development Services ' 3 Department and other City Departments to undertake any further work efforts on the San Bernardino 4 Downtown Core Vision/Action Plan without the express approval and direction of the City Manager • 5 with respect to any such staff commitment. ' 6 Section 3. This Resolution shall take effect from and after its date of adoption by this 7 Commission. ' 8 10 11 12 13 14 15 t 16 17 18 1, 19 20 21 t22 23 1- 24 ' 25 26 27 28 g 3� ' P:V gendas olmionsUL"olmions M9W6-01-09 Downtown Vision Auion Plan CDC lk o.doc I RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO ACCEPTING THE SAN BERNARDINO 2 DOWNTOWN CORE VISION/ACTION PLAN, AND DIRECTING AGENCY 3 STAFF TO PROCEED WITH ACTIONS IDENTIFIED IN THE IMPLEMENTATION SECTION OF THE DOWNTOWN CORE 4 VISION/ACTION PLAN 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 7 Development Commission of the City of San Bernardino at a meeting ' 8 thereof, held on the day of 2009, by the following vote to wit: 9 Commission Members: Ayes Nays Abstain Absent 10 — ESTRADA BAXTER _ 11 — BRINKER 12 — SHORETT _ 13 KELLEY — 14 JOHNSON — 15 MC CAMMACK _ ' 16 17 18 Secretary ' 19 The foregoing Resolution is hereby approved this day of 2009. ' 20 21 Patrick J. Morris, Chairperson 22 Community Development Commission of the City of San Bernardino ' 23 Approved as to Form: 24 25 By: 16 C-'ej 26 Agency Counsel 27 ' 28 AA 3f' ' P:UgenEasViesoutionsViesoLSions�200906-0109 D.W.WW.Vision AUion Plan CDC R..&. 3 i 5 � xs l -GE _ -E ' gt.e(IBgral`�Sy�r�t�5 O e ''^v :%'r ° OHM- ,�V,g gp frarpas a' ,n ro e��tha hts�a o, ,Y9* . ,.,PNPus,e, s tlo ' of rg Sm f R(WON o ' o of F� 4� Maria " a -' b ,e•-insd at smdfa s6rtla a �.Y mop Igvtha I t - F; >•'s xY QV. A j3ow st tics } ) ' r ajs � :t Direction for San Be rnardina Downtown Core t Vision/Action flan Unveiled, . After months of planning and community in ut - Y P Redevelopment of the Carousel Mall to n � ' edfi at various public meetings, the-Cit of San s, Y create a mix of supporting retail and office ao fta a��'. mJs" Bernardino Economic Development Agency use, creating a new commercial district �_ o rf0 (EDA) unveiled the Preferred Plan for that is pedestrian friendly revitalization at the Downtown Core _ • SB�Oy,g r i YrSfv e a Vision/Action Plan, Public.Presentation/Open efl House on April 9 at City Hall Council An education/research and development ' ,�• ( r Chambers. campus Mayor Pat Morris and EDA Director Emil The evening session showcased a panel iy 6rSnp�rh ;;., Marzullo, provided opening remarks at discussion by leading urban planning and afternoon and evening sessions that brought development experts who discussed the 9 benefits and challenges of the plan: The 5t together more than 200 downtown area panel moderated by John Potts-Executive . ,, ores o r a d Cdr 6 tr, residents, businesses and community Y Vce President, The Garrett Group. stakeholders. p rhGuded, ��2V�Y�+x�`e Daniel A. Nishikawa=Development Director, z,,,, Attendee comments were taken into Oliver McMillan, Wayne Ratkovrch President ' •f-s ia�th e � tg S , of ,r r consideration in a final an CEO, The Ratkovich ,Company, and Jeff ' preferred strategy Mayer-Principal, Jeff Mayer and Partners, ; p , f Amiocngwill be Presented attendees were vCity e Couil. LLC, and current Chair, Orange County se a e xs City Chapter, Urban Land Institute. 1 •ea�Cty I rorr„ x Councilmembers Chas Kelley, Rikke Van fnum�roli •�� to- ,- Johnson, and Fred Shorett along with aVe !nPsscpr�R bttthe representatives from Assemblywoman Wilmer The experts overwhelmingly agreed that the Amino Carter's, Su ervisdr Neil Der sand time is right to move forward with a plan to ases owi� P ry' revitalize Downtown. The proposed plan is ' ecF d , Q ri M Congressman Joe Baca's offices. feasible and can realistically take plate as Downtown San Bernardino already has key EAW,Vaughan Davies,Director of Urban Design at elements for a successful revitalization (i.e. r� e '" EDAW, provided an overview of how - o o +--, k „ parks, natural water resources, government IMP �„ h , :. , Downtown San Bernardino could be buildings, supermarkets, etc.); those elements �� redeveloped and revitalized. Models of just need to be refined and capitalized on for Downtown and the Theater District, graphic success. Y'rXf'Y+;iMr.? of illustrations, Downtown uter simulated wereo e r. �•Y yl i � 'r, ' Mt~r '��`' ' ��."-" display. Highlights of the plan include: The next major milestone for revitalization efforts is to take the San Bernardino h* ` Downtown Core Vision / Action Plan for A Civic/Government Center V consideration and adoption at the June 1 City e d rtarf anW 34 . Council meeting If approved,the EDA, along r tale€�rn¢�' h A Theatre District anchored by the historic California ith the City's Development Services r. �$ 8�x@'I$eibporcorreoelectf�tAis(t,, California Theatre the new Department, will begin the work toward tchdvezf�wesf{iqundcomrrjuntcatidnscdm Maya Theater 37 implementing the Vision/Action Plan. M M 1 1 1 1 1 1 1 1 1 EI]A Promotes Vision/Action Plan at RECQN 2009 May 17 through May 20 EDA staff will be attending RECON 2009, the Global Retail Real Estate Conventidn' in Las Vegas. The EDA will be in Las Vegas to promote the Vision/Action Plan,along with-garnering interest and support in revitalizing downtown San Bernardino. Approximately 20,000 key retail and real:estate decision makers are expected to attend this years convention and the EDA will be proactively meeting with businesses and organizations to share the vision for Downtown. RECON'2009 is presented by the International Council s Shopping.Centers(ICSC),the global trade association of the shopping center industry. And on June 1 the EDA will be presenting the San Bernardino Downtown Core Vision/Action Plan to the San Bernardino City-.Council for C'on'sideration and adoption. TheVision/Action Plan is a culmination of the work done by the San Bernardino community, EDA and EDAW. Construction Date Set for Omnitrans sbX Line S�J f r A e° s e6- ❑ o Omnitrans' sl Bus Rapid Transit (BRT) Project was recently.approved and will bring a 16- nilrn _ a „ mile exclusive bus route that stops at 16 of San Bernardino and Loma Linda's biggest ° aft ractions'includmg Cal State, Downtown, Hospitality Lane and Loma Linda University, to name a•few. Construction is expected lo.-start in June 2010, making its completion in December 2011 -perfect timing to contribute to overall revitalization plans. Last month, Omnitrans held a public information meeting at the Feldheym Public Library. Attendees participated in roundtable discussions with project engineers, learning more about the projects purpose and need, community benefits, potential impacts, specific features and ' route information. a e pia! R For more information on the sl BRT Project,please visit www.estreet-sbx.com. ry y Fes; Presentation and Panel Discussion to be Aired on N-3 �s t If you did not attend the April 9, Public Presentation/Open.House, You can view the evening a e session, presentation and panel discussion on San Bernardino's Cable TV-Channel 3, starting e ❑ �r a r➢ - s 1 May 15. e ario o a r e oa avers r al Thank You for Your Participation and Input r = n ge ; On behalf of the City,of San Bernardino, the EDA would like to thank the hundreds of people who have attended the Downtown Core Vsion/Action Plan public meetings dating back'to r.:, -o ,lan a o , •�,'' September 2008 and culminating in Apol 2009. Input from residents,businesses,organizations, developers, and other stakeholders have helped influence and shape a Vision/Action Plan that will be presented to City Council on June 1. As the Vlsiior✓Acpp� Plan continues-to move forward we encourage the public to continue v prowdl �1C a 3S yr, t4 t i eM a p n ttfaf¢I�(eprese'n�ative of tne,needs '! oft ` n .. nos a� � llo. 025 9 - ..:�Sa 1 ,! 1 STATE OF CALIFORNIA ) 2 COUNTY OF SAN BERNARDINO ) CITY OF SAN BERNARDINO ) 4 I, RACHEL G. CLARK, City Clerk in and for the City of San 5 Bernardino DO HEREBY CERTIFY that the foregoing and attached.copy of a letter and attachments dated Monday, June 1, 2009, from Warner W. Hodgdon 6 to the Mayor, Council and EDA Board, entered into the record on 6/1/09, is a 7 full, true and correct copy of that now on file in the City Clerk's office. i 8 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Bernardino this 8" day of June 2009. 9 10 11 12 Rachel G. Clark, City Clerk � 13 14 ' 15 16 ' 17 18 ' 19 20 21 22 23 ' 24 25 26 27 23 aCITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY 1 FROM: Emil A. Marzullo SUBJECT: Accept the San Bernardino Downtown Core ' Interim Executive Director Vision/Action Plan, and direct Agency Staff to Valerie C. Ross proceed with implementation of the Downtown City Development Services Director Core Vision/Action Plan DATE: May 27, 2009 - - -- - - -- - -- - - ---------------------------------------------------- ------ - — -- ynopsis of Previous CommissioNCouncil/Committee ActionfsI: On June 5, 2008, Redevelopment Committee Members Estrada, Johnson and Baxter unanimously voted to recommend that the Mayor and Common Council and/or the Community Development Commission consider the endorsement of the Urban Land Institute ("ULI") study for the Downtown Central Business District and to recommend the ULI report for further study to EDAW, Inc., for the preparation of a Downtown Core Vision/Action Plan. ' (Synopsis of Previous Commission/Council/Committee Actions Continued to Next Page) ------------------------ ----------------------------------------------------------------------- ------------------------------------------------------- Recommended Motion(s): ' Mayor and Common Council Resolution of the Mayor and Common Council of the City of San Bernardino concurring with the actions taken by the Community Development Commission of the City of San Bernardino regarding acceptance of the San Bernardino ' Downtown Core Vision/Action Plan MOTION: That the Mayor and Common Council of the City of San Bernardino designate the following elected officials, Councilmember Estrada, Councilmember Brinker and Mayor Morris, who along with the Redevelopment Agency of the City of San Bernardino Staff and City Staff, will meet and work with the San Bernardino County Board representatives regarding the San Bernardino Downtown Core Vision/Action Plan and alternative sites and options that can meet the County's space requirements in downtown San ' Bernardino (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino accepting the San Bernardino Downtown Core Vision/Action Plan, and directing Agency Staff to proceed with actions identified in the Implementation ' Section of the Downtown Core Vision/Action Plan 1 ------ -- --------'-"--"-----`--- ----------`-------- Contact Person(s): Jeffrey Smith Phone: (909)663-1044 ' Central City North and Central City Project Area(s): Redevelopment Project Areas Ward(s): 1" Supporting Data Attached: Z Staff Report 0 Resolution(s) O Agreement(s)/Contract(s) Z Map(s) O Letter(s) ' Funding Requirements: Amount: $ -0- Source: N/A Budget Authority: N/A Signature: Signature: ' Emil A. Marzullo, Interim Executive Director Valerie C. Ross,Development Services Director ---------------------------------------------------------------------------------------- - ------ CommissioNCouncil Notes: "-"""--"'-""""" """""-"""--'-------------------- --- --------- ------------------- ---------------—------------ - -- {��,, — — — — — -- — P.USeMu�CommDevC---'fiOOCDC200906-6q�EDAWDowmo o.,V1s & COMMISSION MEETING AGENDA Cam-//#. CleNCDC Wretary Meeting Date: 06/01/2009 ' 04 of So Bemur*o Agenda Item Number: 931 Synopsis of Previous Commission/CounciUCommittee Action(s) Continued: ' On June 16, 2008, the Community Development Commission of the City of San Bernardino adopted a resolution approving the endorsement of the Urban Land Institute ("ULI") study for the Downtown Central Business District and recommending the ULI report for further study to EDAW, ' Inc., for the preparation of a Downtown Core Vision/Action Plan. On November 3, 2008 and January 5, 2009, the Community Development Commission of the City of San Bernardino received and filed presentations and received an update on the status of the Downtown Core Vision/Action Plan. On March 2, 2009, the Community Development Commission of the City of San Bernardino adopted a resolution approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute Amendment No. 1 to ' the agreement for professional services by and between the Agency and EDAW, Inc. On March 19, 2009, the Community Development Commission of the City of San Bernardino adopted a resolution approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute a Professional ' Services Agreement by and between the Agency and The Fransen Company, for the preparation of a Commercial/Retail Strategy and develop a Marketing Potential Report for the Downtown Core Vision/Action Plan. On April 6, 2009 the Community Development Commission of the City of San Bernardino received and filed a presentation and was updated on the status of the Downtown Core Vision/Action Plan. ' On April 23, 2009, Redevelopment Committee Members Johnson, Baxter and Brinker unanimously voted to recommend that the Mayor and Common Council and the Community Development Commission consider the adoption of the San Bernardino Downtown Core Vision/Action Plan, and direct Agency Staff to commence the Implementation Process. 1 1 ------------------------------------ ------------------------------------------------------------------------------------------------------------------------------- P:Ugcnda\COmmNYCommucbn\CDC20 06.01-WEDAWN"lown Core VUbn&AnionPlmSR.doc COMMISSION MEETING AGENDA Meeting Date: 06/01/2009 ' Agenda Item Number: ECONOMIC DEVELOPMENT AGENCY ' STAFF REPORT ' ACCEPT THE SAN BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN, AND DIRECT AGENCY STAFF TO PROCEED WITH IMPLEMENTATION F THE ' DOWNTOWN CORE VISION/ACTION PLAN BACKGROUND: In June 2007, the Urban Land Institute ("ULI") analyzed and prepared a study for the Downtown Central Business District of San Bernardino. The purpose of the ULI's involvement was to study and provide ' recommendations.and proposals for the City of San Bernardino ("City") to consider, relative to land use, transportation, lifestyle, urban design, commerce and government that would bring physical and economic vitality back to Downtown San Bernardino ("Downtown"). ULI presented their findings and ' recommendations on June 29, 2007. In August 2007, these findings and recommendations in final form were received by the Mayor and Common Council of the City of San Bernardino ("Council") and the Community Development Commission of the City of San Bernardino ("Commission"). ' In June 2008, the Commission formally endorsed ULI's study for the Downtown Central Business District. The Commission also recommended that the ULI study be utilized as the base document for ' further analysis and refinement for the preparation of a planning document for Downtown San Bernardino. In July 2008, a multidisciplinary team of experts from EDAW started the work of preparing the San Bernardino Downtown Core Vision/Action Plan ("Vision/Action Plan") for the City. The preparation of a the Vision/Action Plan was anticipated to involve nine months of planning work efforts with a number of in meetings and tasks to be performed. Since July 2008, EDAW has met and conferred with Agency Staff, gathered and researched relevant data, conducted a project site survey, held stakeholder interviews with ' City and County officials and staff, San Bernardino Chamber of Commerce, the Downtown Business Association and other agencies, as well as other interested individuals and entities. ' In September 2008, EDAW, with the assistance of Agency Staff, held a two day Charrette. During the two day event, more than 60 individuals attended the Charrette to listen and share their concerns and ideas. On November 13, 2008, EDAW, with the assistance of Agency Staff, held a Community Open ' House ("Open House") to present three alternative strategies for the Action Plan. The Open House provided an opportunity for business and community leaders, area residents, public officials and other interested persons to participate in an open forum for discussion of the issues and opportunities associated with the revitalization of the Downtown area. More than 130 individuals attended the Open House to listen and share their concerns and ideas. ' In 2009, the Agency, along with EDAW, has provided the Redevelopment Committee and the Commission with periodic updates on the development and formulation of the Vision/Action Plan. With the work on the Vision/Action Plan nearing the final stages of completion, the Agency has made ' presentations to the Planning Commission and the Downtown Business Association. The Agency, along with EDAW, provided an update to the Council on April 6, 2009, and recently held a Public Presentation/Open House on Thursday, April 9, 2009. The Public Presentation/Open House allowed for ' the unveiling of a Preferred Plan, a guide for the future revitalization of San Bernardino. The event was well attended with more than 200 individuals listening to a presentation and panel discussion, and viewing graphics, models and computer simulations. It should be noted that during the course of ' developing the Vision/Action Plan, community input has been positive and promising. -..---------------------------------------------------- - -- --— - -- —-- -- -------------------------------- PUgnMns\ConnDev Convnissior;TDC20 6-01-09 EDAW Dowmown Coon Vision&AuionFlaSadoc COMMISSION MEETING AGENDA Meeting Date: 06/01/2009 Agenda Item Number: Economic Development Agency Staff Report EDAWDowntown Core Vision/Action Plan Page 2 r CURRENT PROPOSAL: The effort of developing the Vision/Action Plan is complete and the Preferred Plan has been identified. This Vision/Action Plan identifies many potential improvements, design concepts and development strategies that comprise a set of goals and a shared vision for revitalization of the Downtown ore area of r the City. The Vision/Action Plan provides a clear direction for on-going efforts to utilize available funding and seek private investment in the Downtown area. Involvement of many stakeholders in this r planning effort, including the County government, the San Manuel Tribe, the Downtown Business Association, the Chamber of Commerce, the school districts and colleges/universities, and other .. community and civic groups has resulted in a plan that is flexible, realistic and achievable. The attached J�:ecutive Summary identifies several feasible "next steps" from the Implementation Plan which does not require a specific sequence of actions. Agency Staff looks forward to working with the Council, City n Staff and San Bernardino County Staff regarding the Vision/Action Plan and alternative sites and options r that can meet the County's space requirements in downtown San Bernardino. Agency Staff supports the recommended Motion and recommends adoption of the attached Resolutions to guide current and future ' efforts of the Economic Development Agency and the Development Services Department toward fulfillment of the Vision/Action Plan for the Downtown Core. ENVIRONMENTAL IMPACT: The action of adopting the Vision/Action Plan and directing Agency Staff to proceed with implementation ' is not a "project" as defined in Section 15378 of the California Environmental Quality Act ("CEQA") Guidelines. FISCAL IMPACT: N None. Specific implementation actions, programs, and projects will have their fiscal impacts determined ' at the time of their consideration. RECOMMENDATION: ' That the Mayor and Common Council and the Community Development Commission adopt the attached Motion and Resolutions. ' Emil A. Marzullo Valerie C. Ross Interim Executive Director Development Services Director PAAge MmkComm Dev Comi"ionTW]009\06-0409 EDAW Dow mow Coro YUionk Action P6n SRAoc COMMISSIONMEETINGAGENDA Meeting Date: 06/01/2009 Agenda Item Number: I STATE OF CALIFORNIA 2 COUNTY OF SAN BERNARDINO ) CITY OF SAN BERNARDINO ) 3 4 I, RACHEL G. CLARK, City Clerk in and for the City of San 5 Bernardino DO HEREBY CERTIFY that the foregoing and attached copy of the Economic Development Agency Request for Council/Commission Action 6 and Staff Report for Agenda Item No. R37 for the Council/Commission meeting 7 of 06/01/2009 (Subject: Accept the San Bernardino Downtown Core Vision/Action Plan, and direct Agency Staff to proceed with implementation of 8 the Downtown Core Vision/Action Plan) entered into the record on 6/1/09, is a full, true and correct copy of that now on file in the City Clerk's office. 9 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the 10 official seal of the City of San Bernardino this 8' day of June 2009. 11 12 & 13 Rach 1 G. Clark, City Clerk ' 14 15 ' 16 17 ' 18 19 1 20 ' 21 22 ' 23 24 ' 25 26 27 ' 28 CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY FROM: Emil A. Marzullo SUBJECT: Accept the San Bernardino Downtown Core ' Interim Executive Director Vision/Action Plan, and direct Agency Staff to Valerie C. Ross proceed with implementation of the Downtown City Development Services Director Core Vision/Action Plan DATE: May 27, 2009 ' --- - --------------------- --= -- ---- - --- -----——-- - - --- --- ---- ---- — — Svnoosis of Previous Commission/Council/Committee Action(s): On June 5, 2008, Redevelopment Committee Members Estrada,Johnson and Baxter unanimously voted to recommend that the Mayor and Common Council and/or the Community Development Commission consider the endorsement of the Urban Land Institute ("ULI") study for the Downtown Central Business District and to recommend the ULI report for further study to EDAW, Inc., for the preparation of a Downtown Core Vision/Action Plan. (Synopsis of Previous Commission/Council/Committee Actions Continued to Next Page) ----------------------------------------------------------------------------------------------------------------------------------------------------- Recommended Motion(s): ' Mayor and Common Council Resolution pf the Mayor and Common Council-of the City of San Bernardino concurring with the actions taken by the Community Development Commission of the City of San Bernardino regarding acceptance of the San Bernardino ' Downtown Core Vision/Action Plan MOTION: That the Mayor and Common Council of the City of San Bernardino designate the following elected ' officials, Councilmember Estrada, Councilmember Brinker and Mayor Morris, who along with the Redevelopment Agency of the City of San Bernardino Staff and City Staff, will meet and work with the San Bernardino County Board representatives regarding the San Bernardino Downtown Core Vision/Action Plan and alternative sites and options that can meet the County's space requirements in downtown San Bernardino (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino accepting the San Bernardino Downtown Core Vision/Action Plan, and directing Agency Staff to proceed with actions identified in the Implementation ' Section of the Downtown Core Vision/Action Plan ' --------------------------------------------------------------------------------------- ------------------------------------°---------------------------- Contact Person(s): Jeffrey Smith Phone: (909)663-1044 ' Central City North and Central City Project Area(s): Redevelopment Project Areas Ward(s): I" Supporting Data Attached: 0 Staff Report 0 Resolution(s) ❑Agreement(s)/Contract(s) 21 Map(s)❑ Letter(s) Funding Requirements: Amount: S -0- Source: N/A Budget Authority: N/A Signature: Signature: r�L(uU ' Emil A. Marzu o, xecutive Director Valerie C. Ross, Development Services Director--------- -------------- Commission/Council Notes: Q! ' ------------------------------------------------------------- --- -- ------- -- -- -I------------------------------ P:USeMuMamm Dev CommissdnKDC 3W9�D6-01."EDAWDornio.C.m Vninn k Aaiun Pun Sa.doc COMMISSION MEETING AGENDA Meeting Date: 06//01/200099 ' Agenda Item Number: /) 3 / Synopsis of Previous Commission/Council/Committee Action(s) Continued: On June 16, 2008, the Community Development Commission of the City of San Bernardino adopted a resolution approving the endorsement of the Urban Land Institute ("ULI") study for the Downtown Central Business District and recommending the ULI report for further study to EDAW, ' Inc., for the preparation of a Downtown Core Vision/Action Plan. On November 3, 2008 and January 5, 2009, the Community Development Commission of the City ' of San Bernardino received and filed presentations and received an update on the status of the Downtown Core Vision/Action Plan. On March 2, 2009, the Community Development Commission of the City of San Bernardino adopted a resolution approving and authorizing the Interim Executive Director of the ' Redevelopment Agency of the City of San Bernardino ("Agency") to execute Amendment No. I to the agreement for professional services by and between the Agency and EDAW, Inc. ' On March 19, 2009, the Community Development Commission of the City of San Bernardino adopted a resolution approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute a Professional ' Services Agreement by and between the Agency and The Fransen Company, for the preparation of a Commercial/Retail Strategy and develop a Marketing Potential Report for the Downtown Core Vision/Action Plan. On April 6, 2009 the Community Development Commission of the City of San Bernardino received and filed a presentation and was updated on the status of the Downtown Core Vision/Action Plan. ' On April 23, 2009, Redevelopment Committee Members Johnson, Baxter and Brinker unanimously voted to recommend that the Mayor and Common Council and the Community Development t Commission consider the adoption of the San Bernardino Downtown Core Vision/Action Plan, and direct Agency Staff to commence the Implementation Process. 1 -- ------- ___________ e�ne• a,nComm o..Comm,.,b,ncnc 2MW"1-09 eo�wnow��a»,to.�va„�n�aa„ro„SR.a COMMISSION MEETING AGENDA -------------------- Meeting Date: 06/01/2009 Agenda Item Number: ECONOMIC DEVELOPMENT AGENCY ' STAFF REPORT ACCEPT THE SAN BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN, AND DIRECT AGENCY STAFF TO PROCEED WITH IMPLEMENTATION OF THE Q DOWNTOWN CORE VISION/ACTION PLAN BACKGROUND: In June 2007, the Urban Land Institute ("ULI") analyzed and prepared a study for the Downtown Central Business District of San Bernardino. The purpose of the ULI's involvement was to study and provide recommendations and proposals for the City of San Bernardino ("City") to consider, relative to land use, ' transportation, lifestyle, urban design, commerce and government that would bring physical and economic vitality back to Downtown San Bernardino ("Downtown"). ULI presented their findings and recommendations on June 29, 2007. In August 2007, these findings and recommendations in final form were received by the Mayor and Common Council of the City of San Bernardino ("Council") and the Community Development Commission of the City of San Bernardino ("Commission"). ' In June 2008, the Commission formally endorsed ULI's study for the Downtown Central Business District. The Commission also recommended that the ULI study be utilized as the base document for further analysis and refinement for the preparation of a planning document for Downtown San Bernardino- ' In July 2008, a multidisciplinary team of experts from EDAW started the work of preparing the San Bernardino Downtown Core Vision/Action Plan ("Vision/Action Plan") for the City. The preparation of the Vision/Action Plan was anticipated to involve nine months of planning work efforts with a number of tmeetings and tasks to be performed. Since July 2008, EDAW has met and conferred with Agency Staff, gathered and researched relevant data, conducted a project site survey, held stakeholder interviews with City and County officials and staff, San Bernardino Chamber of Commerce, the Downtown Business ' Association and other agencies, as well as other interested individuals and entities. In September 2008, EDAW, with the assistance of Agency Staff, held a two day Charrette. During the ' two day event, more than 60 individuals attended the Charrette to listen and share their concerts and ideas. On November 13, 2008, EDAW, with the assistance of Agency Staff. held a Community Open House ("Open House") to present three alternative strategies for the Action Plan. The Open House provided an opportunity for business and community leaders, area residents, public officials and other interested persons to participate in an open forum for discussion of the issues and opportunities associated with the revitalization of the Downtown area. More than 130 individuals attended the Open House to ' listen and share their concerns and ideas. In 2009, the Agency, along with EDAW, has provided the Redevelopment Committee and the ' Commission with periodic updates on the development and formulation of the Vision/Action Plan. With the work on the Vision/Action Plan nearing the final stages of completion, the Agency has made presentations to the Planning Commission and the Downtown Business Association. The Agency, along ' with EDAW, provided an update to the Council on April 6, 2009, and recently held a Public Presentation/Open House on Thursday, April 9, 2009. The Public Presentation/Open House allowed for the unveiling of a Preferred Plan, a guide for the future revitalization of San Bernardino. The event was ' well attended with more than 200 individuals listening to a presentation and panel discussion, and viewing graphics, models and computer simulations. It should be noted that during the course of ' developing the Vision/Action Plan, community input has been positive and promising. ------------------- --------... ------------ --- —...--..... P:UymE[[tCommOwCemmmbn[CDC 2009 "I-NEDAWDe -m COIeViwnkAaonPhn51dOc COMMISSION MEETING AGENDA Meeting Date: 06/01/2009 ' Agenda Item Number: Economic Development Agency Staff Report EDAW Downtown Core Vision/Action Plan Page 2 CURRENT PROPOSAL: The effort of developing the Vision/Action Plan is complete and the Preferred Plan has been identified. This Vision/Action Plan identifies many potential improvements, design concepts and development strategies that comprise a set of goals and a shared vision for revitalization of the Downtown Core area of the City. The Vision/Action Plan provides a clear direction for on-going efforts to utilize available funding and seek private investment in the Downtown area. Involvement of many stakeholders in this planning effort, including the County government, the San Manuel Tribe, the Downtown Business Association, the Chamber of Commerce, the school districts and colleges/universities, and other Q community and civic groups has resulted in a plan that is flexible, realistic and achievable. The attached Executive Summary identifies several feasible "next steps" from the Implementation Plan, which does not require a specific sequence of actions. Agency Staff looks forward to working with the Council, City Staff and San Bernardino County Staff regarding the Vision/Action Plan and alternative sites and options that can meet the County's space requirements in downtown San Bernardino. Agency Staff supports the recommended Motion and recommends adoption of the attached Resolutions to guide current and future ' efforts of the Economic Development Agency and the Development Services Department toward fulfillment of the Vision/Action Plan for the Downtown Core. ' ENVIRONMENTAL IMPACT: The action of adopting the Vision/Action Plan and directing Agency Staff to proceed with implementation ' is not a "project" as defined in Section 15378 of the California Environmental Quality Act ("CEQA") Guidelines. ' FISCAL IMPACT: None. Specific implementation actions, programs, and projects will have their fiscal impacts determined ' at the time of their consideration. RECOMMENDATION: ' That the Mayor and Common Council and the Community Development Commission adopt the attached Motion and Resolutions. Emil A. Marzullo Valerie C. Ross Interim Executive Director Development Services Director -------------------------------------- - - ---- ---- - ----- ---------------------------------------------------------------------- P9geMalCommDevCommas*MCDCS009W6-014 4EDAWDowaownCareVUUn @AaunPhnSKEc COMMISSION MEETING AGENDA Meeting Date: 06/01/2009 Agenda Item Number: F� Z Q J a Z LLI O u Y Q iX O i �r0 O L•.� . . � d���.5� / 4 4 7 y W m it 1F � r�- o- ._ , . to Iv AW o, 1 r i � � }} }\� } } \� � \0 M f. 2 ) / o m 0— 02 } Eo E E OC X�lo M 0a 3t 2 > 0 5 ! , �A L '5 .0 0-0 0 m 0 0 E E 2 }}\ \ � 2 E Zo 0 / \ \ E E o o y ^ � c c q �' >,N Y y o 4 o E V '^RZ u =in N Z - V E O V- M E C 25 y y o E _ T Z' E ` ° Z n ` a.` C. °c ia � r o - y .: ooco5 ? n t .EE Ynrco � 8 ° fcEn O C t,]_n,V y A: vL to V n _ o'.O_] 0 y cT O i n m E S m t n o N T C =T E 4 C O ° y •`-' u D O° ;0; 0 v Ec a C 0 Y 0 0 ° 3 inyc tY =r Er EE u -E Lic o ��. oc `O O " N 3 n V p E ° C N C R- , Y V ° Y V eC] 2 t C c m E 00 n L y - O a w y Y O C L 9w_ C� V Z ° O 4 'i _ n' L N OE > E . ; y o g a- N ] - u ^ y c Y N v o o D r $ i s � VLLL" ` mUC E Ony V - DUOC L .E c 'o„ $ gym` V mmN .0 d9 YV CN ° E L � ✓ TN °�E d.: LnVC- mimeo o $ n d L OE v c 0 O m y 0 y N p °`o o n _ w £Y n O ° °] n :2 E £ ^ u H g N O O V L n 9 V C Lj E n n o C �~'11 N� _V_ C L 0 �y C ] ° m w N°'�u C VO S OVO` C L 22 S..J YI = V y c g ' V y 4 O N E a a E u a Y A0 > ° °c N d' ' Q O N 'o E £ wm G1 ' 4 n S 0 - � Q 0 q C i -E E 0 (.) o o a c � r3 � c � ay U c o '�- ^ o x v 5� C n s ` ° 25 N Y c 's l! Y 3 Eor8 :zw mo�v � :7 V C y n � E E � ac m C Y V y O < -0 y r ^ C ; N 3 -y YE E !M!'i d > i • tr �sE mo= a 19 ro: LLJ n ai ¢ v 3 u d 5 v- c w a 10 L c s o E c c $ LJJ .« LL r r 3 ec v R > n 0 1 E O v ru E s i- Q Vl N 0 3 W m C H F- v t Cp V) v ca LL o m w E w F- V w W �° v d 2 n Q CO Z H U W C `° F- `° :3 V)N N CY c9 V v c w u >- o � W U l7 -� c O J Z i; 7' d 2 L1 p n ,n I- V F- tL t. p c V Q N V Z �' v o Z H m ° Q E c v w w c s O I- W e N o O v W t,• Q t_J O Y � H U o ° "° Z c> >- E Z w .s O -- to v Q O — Z U ro F- _ d C R: J r co .:_ V 0- N Q w v -0 o �; v w Q `, 3° W > n LL U F- o v E n E > to Z a E o Q Qj o o Q -� 3 as _ Y Q v c Ln u U N Z H bn ° v = 3 O c W co W W - O a 3 owe , Ova c ca_ a a ° 0 H `>v° LZL' a w °° v N w c o c a 3 — N (•J v .- > > v 0 Lai. 2 Q ii, v v O V Lu O C o s Z F- Z c o Q �c tA Q J O v O a C U a .,.0 J ° W Uj 2 a C +� 3 J c O o c v J 3 a Z � bz -° o Z 1 o v cu LLJ o Z v ) c 3 vi LL �•} N O Q O od V C ~ LU LL Z L7 ` 2 ix N F- F- LL. - : _ tw — U Ej z F- VVi w Q cx 2 2 v c p N � N c � OtnZ � W WO L' � 0 O Ln w — 2 F- F- O c W w O m 2 2 O V p N N ' O -0 .�-• Q -7 W tA U a) J Z `� ?' `- a Q u w s 2 0 v a a o W _v cu . W O W F_' Y V) 3 F- u in ` ' > Q v Z a F- La V J Q v J LLJ u °V b`n Z w o U 2 o Q — a V 2 3 v - s:. ."1 i— X2 .•1 � _ .�1 �6 t•�1• , .'tYi FIT ((�jJ Ntl370N3aN1 { �, .r i1Y� Ir !fr f1 1 tl03AlOd3S -7�" _ .i' - F3ls.i .�t / �` J{•S �. f' vY Yfx"+ � G 2 • ^•`1- ZJ��tlB•:•�` l4: }r 'V1. ! q'• M V•-ti onni t, 3ry•. _- ,_..1 �f_ GL.±;:•• Vaa31S vaa3ls _ . � —�'; . • � Q���may,.. .1,11 r .}�/, s. :.a•. ::�: ��,,,,,;�� }} �! �7 1 M 3 1 A •NIN MA31A 'N1W ; — ' UV3H MAO a8V J __. OV3HMAOaaV ell 1 mr 1 1 \� ■ oil . .. � --�_ Rai w*P 7 _ R{� J �• S ; it ,lt F' :b' j "� u arl + o +f! • � max: ,, " ••-� y/N a F9 r' `` rF Co 2� .' ,. '+ N q o "Kin 11 W Z NMI I UMOMOMPOR-l"r IT 7. , � a i f5# E t tY N N W n r E o V C OI y Y �� € � 1 ncm E C `V 4 C ^ W ' ...... v N L u Y J r r 4 a E e ^ > LL 1 4E 1 m o c V E « � � c u0�2n � ( C � O Y V 61 eN L O C N ^ u ^ L p n 3^ O N Y O 17 D O 1 ' � n O O Y4 V y CO nut4- EDnv oo. � z N c m � q7 .� :v m Yc ^ mLi.a C - S O A OOO c Y 3 r O c n L `N' E a ' goon ^ q � EN ° moo ` '- .. a m u o° N u E o o n N — o E — no r a c E _ E = a o -- v Ze 21 E 0 05 N E .TY o aY J °$ i `�' o °c .N c D E s n ^ U N t O N C y V LL a C 1 q A E �+ E N E q " 9� m= n m ' c T C C V A ry C�4 E i 0 O O o E E J Yv Jvr '-' ate i �� c � 'E C O M yy E _ ^ ^ N J y O J C-1 Ll C. � \ � 2 � / ƒ \ ( \ } / § ( � ta, Qj > a., cy ol u 41 z ki LU ad LLI 0 VG x ® ; �\� y �!E . « : LL ZI CL > F� j G'••v s - �l - uj E 4,.. X W I- ' � Q 1'• V ] C i L y O 4 L G O 6 2 O O C Y y E c o n c Nt3 aE Fz U C r VC y L .. O •• C G 3 E O y C O- - 9 E y _ d c E E ^ n n v 3: r n n o h t E v�v 9 Y u '� u ° .y' m- c : C q °c g° o u t s^ m Y °„ .`^. - o 0- t; o o V y 3 'c n 'o Et vN � E Ev ° Eu in ',4—y .. m > N E y t; n 6 Eo 5 m o ^°c n E i H n EFL- LY. o' n n t i 3 C y"i y y H r O N L O C L V V c V N ,rj E E E Z' ! = SEE - 2a, C E ' � z .• a. V1 0 E Y C C !^ w n r, y� ''��\\1\L� ,� 1,• <. ti •. p i 1p .5� i �i Y f ' Q 1 `• ` ` / I 1 ct 1 �sy AWN g' ,r r 1 r I 1 V 2 O n ] o F c . E v Ci c n v E i E a L. ya O n C n't C C t y V L V p ' m p ° a ° c m n D n u oo a c n w $ ~ c E ° 'c ° ,�r n n ^ r d E m E m . O o o m o E t 2�um a= - N p n O °L C C n ° C n ^ N O a N n 0 s ° o ic ° t y ^ Y y E - o° E n a u v m v a Jo — n Y L y A O p, co = v° E n z mt°l o f cy r o E u 1 H p L L E 3 o c o Y E t o a ¢L - a E 3 ° E °a m a 3 c o nm» n .� o M - 2 n H � y n v F N V c o S E J n E J pa Lp nL O O r o E Y r c 3 c = u d y c H V � ° n` 3rD° dcE H Y Y q J nL T9 Y ]y in a Y L n uJi ] a O O M L C V y L p o v c t E E 5� &o ac v3 ° 'c` c c '" - £ o Vw i N a p a ^ 5 - c o n ° a ^ n E 2 V V V > V N E E - c L o - o 4 N L OC Vn a a^. O �_ L6oV '�— CgCVVV ; Voa Y ' N = a m o q 3 t E v a s c o o i^ ¢ u d aeai � a' A $v nv.n Luc °c �c = L V y E 4 C V Y V = n L V m °u c. n E n n o ` .c e i Q ,L• a E i o°, o^ N A m npd V `C'^AO Oa aV mttm Y iOO Nr EL u !. ^ a 8 a a Q y o N cE °p° °• m E <L u W'. n ^ c n a c a^ . c L W C ^ Y =� n ^ n Y O o L V ' �°-, ° 3 E r n °� 3 u C a J E ° L `c O Y y L 3 ^ u 8 c e o° E a r LL! � r oy° 2 Rio5 '" 's°Y+ ar n . r YEman ^ n .. n x O m 1W E .n Y ; V A m N V m Y TI—O q V = .L. L ,2 m E E L C Y L L IL J Q IV E V O O. ° ` �_^ > Ez a ° 3 b < N m�W v `o D N 0 W _a ' O 3 C 8 C L ] Op T V $ E 00 U O M e_ Z c y B E E ,E i o ^ c c J D ^ Y E 4 p 4 o W p N v � 8-„ o - ^"2 2 .c o S N �, ^ n O O U ll O 8V Ua a p O C y E L V ; L 8 E O t O V ^� c8po �2p$ t t3ol v4 L- � rvr nn _ nr � r `� W E LO c " = Y O ] y Y P X E � o °c v � o o E E poi W E Y i ° E n - V O 1 V O p v 0 ^ S O O C 4 .. LL O m E no r >o f ry f O n � c ; E F- L £ O � r . `c U Q W C ^ 6 L n N C y Q E mL N F, E_° �Y °r B o ]o E v E N c N M.W V O_ V O°0 n E V -C ; O°0 p O r]n t L o n m 4 _ T y Z �.a m y °- I y Cy V` - - V n a V n L A W O L C O T V N NC y a C U a N 3 c E o. u �'� ^u m E ,_ a o E E Z ; E9 �°. .y �`O $ � `- c vri ern c n - V - a E n o ^ u E E c E ° r o C n c W m ° w N N V E E = a o o c $ c r O E QV Z. 9 C V x O~ d L O V ^ `O `. O Y V C a->.A ] L N -E a O O oc ] L v 0 ` V m n L mL u r N n O a > Q n N L > V p� 4 L 0ja0OD ° pt E C N a C mO Y o E ° r__ o c a E � ° i E ' w Z u o 3 Y ^ E m a 2 n L u o n o N c p, v ° E a c h •L•o 3 O Y '3 C y N L = 2 9L —, 77 i E Y n a ^ p n m u ° L E ` Q ; s V O O E ° A n a m OLn a CL. O ^ '� V J i VO VOV C a C O O L a V V y w O O V O Y Y ^ ^ t p y E n O C 3 C Z ' ; m X d O p L a >� EtpOg c ov V C V C /.1s. E y o y v_ o _ a E T \ O Y O N v O u Y O ► r � t � 1 ' J E va vg E .� E r v4i so E s c °� y o- v o 3 o O uc E c n = E g p f E c r I O .. Y in m .= m E ^ a io A E°n m 3 c O c i `u °O s °sn. °°c n C E — Lo >_ c u g b' c F, c c s€ 2 v • O a ^ L V - N VSa 'j 00 �s. '2 h O n W W D a L6 0 4.0 W N " o Z _u n ' Y E u E c v � c ° cr m � W a - � � = oa > a = `o Z a n�w d = r f'a ° °c g n 3 u E ->Y . W � � u ':c '- � n° ESE $ 80 E& vc E O H o Z t 4 L a a m o m E o u c W Z ~ c p o 3 E h° ^ - n o E E o u o °u 03 n .Y. ^ v o Z N n E 3 p n E o p o r E us mom Z Q y0o ^ E � o °m£ E not' O C C > E N ^L T V _ Z 3 V A O V L q ^ .^. .� O ,_ Q ._. O W j E 03 V W V 3F- H N ,n O t0 2 O � 6 M m a.= LL cz Q i e = n y M a ' c O V i cr a r - 6 C x Ul C C LU 6 1 9r � V yU 00 W 3 ` ox t~L /. ••\ � L. C ay O an Q cc 4 E 0 f_. w C q 1 ��tK� •� \ O O � V V V N a` 3 c a ya a X-IXIN l , Lo 3 E $ =. ado E A G - u nVj c LwmyE �ai r8q E O L Y c o n ^ n n c _ E E c N n V 5 c o 'V c nL c n V `•.°_ „ ou a°to v ro nV p ` y e o D E v O a C V ] V O m Y �L " NnN LnC ^ mOL LnCnm�" � � nE mC VL ~ � .4C5 o n y L q N O p 6 X 2 1- E w ' x c ^ u m a-r o J '- .n u o E m >a o r E ° m V mF O y ai .0 T O n rf O j n n V _ a Y rV' U V 31 N Y C m C C V ] C �`y// ry y r^ C V 525- O n r d ^ n M 3 4 E o r_ u o 3 a m n x n n A-^ a a �a N E ° ° q y E - c 9 3 n m 3 f u n u 4 - ° a o o ` u,a 0 = x m u n V � mc4 ; E3 �ao g ? on Qs,. o '� vu aq Gn9n c 3br N Q y n C l J A .pp [` L y L " O a 1 1 0 E O E C ry `r L a� x[: V •� v E F o.y t v c L j &L L 8 c L o O ;E E E Y n c E e ]°o m$ n- rn y n E L ^ Y y O L u V ` V V�. Y L V V V V Z c V L 4 C L a a m v E a un f dri C '� f r •�1..C 'KI EV Fo, a a r CI .F !i v • Y..� r"C : IIII . crx AUTA'Nin - f I r` I I �a f J IIII ow I IA �- W r. F ,f r NRRR k� ' �� W 6 � J � X L7 r� r [ � « l % —E- \� { \/ � } Ul ° -5 -. ` ; : \ � k }} ikc ) _ ul ` - 3 _ \ - \k} ) } }{} E LL. § }) |f)k! ) 3 \ _ . = rl . ! ! _ _ § ! $ - \)} (}) C | ) z k}}{ - ! \ ( } � 2cEE � � 5 § ��} ( � ° ` � � ! \ ! § tee . }}}/{I{ k | _ , ! ! {}} ( \ \}}I!! k! f f - - - ! o - _ . - )) / < f2i \ 7 , . . , 1 1 l 1 1 1 l pi I v ' n t C L r m M u n 1 O y O `u ri y O O o a c N m Y ~ - 6 y 0 C -c c of ° p � _ o c 'c' v N h ' ° > E � E ] Y o - A E 5 - � c L i °9 L L � n o n o ^ a O O - Y -0 .0 u F% O 6 4 U f � 1VjljL O O yo,y O O n` ° 4 c L O L E > 'J O C Q O O O N Q L` C y O V V Y V W n q a U w 3 A E ao o` 'E 0 L `u o -E E c C m E Y c n Z Y E _ o n _ - ° ; 5 o c a i > VaO JCa 0 Vo g c t;t N y m'E u H V J C T cc N V .2. O > C C 2 O m W _C an d n 9 C n C 0 V Z O m C o ° .� n L L C d C V O E > C O a m L ] O > q ° n� O Y .L. n A ...t V O q Q S y D C E r - m V N � Z H ] E r c o'i '�s V o E v` `-°. <` u o r v u u 'o > o Z w `_ C 6 6 Y 4 m 6 a m Y O V C O n y y m N C W U C - O n C - n C V O C C C C " d q C H a ; E ]o 3 m 2 O ` o L o " q E i v Z c N ^ a E ° E r O "` C n > ue E Y> o y r _0 W u E D mu a° = O o r= 3 c _o° o m O c n C E y O C m O > N m Q V 4 V W C O C Q E LC V F ` 0 C N ? C C C C y = -E E o c E o n 0 V o e l e F = < e i e o w m L w N E o o E r e = v° in o o° O N � _ a i a O mu° .E CL v o 0 ^ n C N R mT V w O y 4 V C N y ` ] L V G 6 ° p °�p aE c3E�- mom N ~ t o Y ' V E ^ o w Y N c q` ,c. E pc c Ec i t L o f o u t' Y W N E V ° Q N ° E F- Z N y V °. ` E V E y Y ] si E vV i m y c E o E ° U ° on U W ° c 0 O VV Vmuq - � O C � m LLI E ,e d` O n w K c t u a i+ m n` LL E n gi G w w 8 e t a 3 w o a c v o � Ecr ] vT= Ec L� 3 n o W c C 2 6 o c n c "-'i. >.° °° LL E >_ ? c p C ]V -]°E i a A°ro C 1t 0°B.•n..�d E _H W O >] m E o o 9 ° q O C Y ° o rc °n is = �v" c c •• rE ` a 7 C o- ° E E E C c n o. r r J E E m vn E o Cc c ;E ; Y n c U my� n ° � ?L� E ° 'E ooc m yv nc a'c n °° m^ Z 0 C n 9 V a °B E n E J Q M n y 9 L yC g V E X LIJ W l Ep c m r o u n o n o fQ' c n n E e q < � r D ^ c LL ° V n Q n- L °'q ' n h .°-• L F c'u N A u, ccc cm o C C✓ V ^ J L A C ] c n V m S o n i'n fy. _ ` °VE % LO rL-u = vcni n s V n E ° r 02 0 I . 3. 10 - v C V � y v `c u u c n c -°' J v o E i O o N ` n n C V < c m c> c E O H u +c J 3 ^ m v _ o ctl ' u = u N y n O < g Z r 6 -° v E v co_ o E �' ,°. E E rc O _ v° n ma 6 c J O u y - u y E u c 5 y^_' o ci c 'na .5 p L J L. L.. 4v a.2L o m °C y y < C V—O Y a Y • 9 L „ E E E i $6 c o D C 2 o w m O o L L L < jn E U LR O of v A Y n y V Y Y L a y _ W O ' a C O n• H V 0 O o m oF y �N 3 O L C q E E c O C o dO C ° a V o U oc o E`y p 3 ° C V m Vy W o cc_ E Lo d I 0 C C V f V WIRA r WMOI 1 W � o O o I ' ii7p t v o , �' d• ■ J O LL n Z � uu W Z N � wl� ` !�L � 4 'VI•i V Z Olin lilt ' Z • z ' O ` m L . p W C :J(. ( .� Z q ` W MW m y m �o v G C O O W t E V~ V V y °°�°, 5 '" ,ca °oE C ° c c a G$v s v !' E c u L' O gi ' J Z t9V6 O ` N9 ° . 3 N '4 w3p0 � ` nLVgnO V, V �7 g a o E •V E Pa `on .c-, rK � E 7 � � o E `° nc c c os z ' r In W C cEto` K o 0 a E E v Z o—° o c ' W 0 0 4 ^ E T S 'E' O E E n o E o _ F LL U U G v ° H LL a n e a" ? E °e '3 E �. ti a r a co 0 3 n -2 ? v > g Q C ,I r a 11 � i 1 1 Y eO C m V ~ 7 ( yAj O` - C N 1 .f n— N N w = O m p m ..` .. w a E'- n �' N 3 c n u Q Ti T C .� a�!.0 « C O N C N t0 m p y L L W m N �e s p v cc � 7 � m E5 � � C c g E ^' - M - i" 1 H Cl N o w i` 0, wm 0O� r� c c w c E qu ' c 0 oalE �w 3 ' Y N a+ H .0 0, -E eo m E > 3 O V 7C C to E W W «� s E +tv .0 w .> A N N V m Y ryryC yp`C: i3 N C:'- r m 1,01 0 t N N p Y Y Co 2!w N 7 Cvp C. N Q E •. Y e a ?.. a. E w. a w Y o r a s CL a 1 ,.. ; '•ill r AA j I f I❑ I' [ III 11111�111111I I � i '��'�t 1 � Y Z c r o W Z TWO zpf _ or u , Z V O 0a< < < C OQVY 1 N C 24 6'w 4 m y `ti ' Q Z < A C W I Y N a 6 y LLI 'N Z zu Y O O ,F — m Q V # ry 03 �3 c ' m F W s a l s I 2 Q V� Ok �y � uf � �� L Z� Y oC ft uEA A 6LyEys fd �Ea 3Ea r fac VLLO xd ;EE Eu m'eE iEB x iEE � E<E 1 < v=T T °OF vT ��31 tL� t�� vf�V� �'�i �'�� phi�V o � y� ' F . 0 < a O u o O O O y o x W p' o J C ° c Qv 2u a u� ovu v LLu°v �$u dv°u -38v w w'o ' 1 w s r j$' Al i-R VIP ,.. •''� y . j - _ ++.fAK' te r[ am ZT r c � J r siF1�; � •"'ly • \ ` Ir/� ��Yw � 1 a s.; tea' . : � ,.r � ;•�' -'r,.-'- /,•;1,�• x: 1 =a If i � � �y..ityK L„ •^y ' 1 RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY ' 3 OF SAN BERNARDINO CONCURRING WITH THE ACTIONS TAKEN BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ' 4 SAN BERNARDINO REGARDING ACCEPTANCE OF THE SAN 5 BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN ' 6 WHEREAS, the City of San Bernardino, California (the "City"), is a municipal corporation 7 ' and a charter city duly created and existing pursuant to the Constitution and the laws of the State of 8 California; and 9 ' WHEREAS, the Urban Land Institute ("ULI") analyzed and prepared a study for the 10 Downtown San Bernardino Central Business District in June 2007 ("Study"), and thereafter in I1 August 2007, the findings and recommendations of the Study were presented to and received by the 12 Community Development Commission of the City of San Bernardino ("Commission"); and 13 WHEREAS, on June 16, 2008, the Mayor and Common Council of the City of San 14 ' Bernardino ("Council") and the Commission formally endorsed the ULI study and directed the 15 Agency to further study its recommendations and engage the services of EDAW, Inc. ("EDAW"), to 16 ' assist in further studying, analyzing, discussions with stakeholders, planning and preparing solutions 17 and alternatives, funding objectives and implementation strategies for the downtown core of San -� 18 Bernardino; and 19 20 WHEREAS, in July 2008, EDAW commenced the work of preparing the San Bernardino 21 Downtown Core Vision/Action Plan ("Vision/Action Plan") for the City by performing a number of tasks as directed pursuant to their contract with the Agency; and 22 23 WHEREAS, since July 2008, EDAW has met and conferred with the Staff of the t 24 Redevelopment Agency of the City of San Bernardino (the "Agency"), gathered and researched 25 relevant data, conducted a project site survey, conducted stakeholder interviews with City and ' 26 County officials and staff, the San Manuel Tribe, the Downtown Business Association, the San 27 Bernardino Chamber of Commerce, the school districts and colleges/universities, and other 28 community and civic groups/agencies, in addition to discussions and meetings with other interested individuals; and P:�geodasU emlulonsAewlwquaV W9 -01-09 Down10w Vision Acton Plan MCC Neu Eo! Q 1 WHEREAS. in September 2008, EDAW and Agency Staff, held a two day Charrette, where 2 the public participated by sharing their concerns and ideas, and in November 2008, EDAW and 3 Agency Staff, held a Community Open House where three alternative strategies were presented for ' 4 the Vision/Action Plan to thus provide an opportunity for business and community leaders, area 5 residents, public officials and other interested persons to discuss issues and opportunities facing the ' 6 revitalization of Downtown San Bernardino; and 7 WHEREAS, in April 2009, Agency Staff and EDAW, conducted a Public Presentation and ' 8 Open House for the public, where a direction for the future revitalization of Downtown San 9 Bernardino, in the form of a Preferred Plan, was unveiled, in addition to the presentation of a panel 10 discussion of urban design and development experts: and ' 11 WHEREAS, the effort of developing and preparing the San Bernardino Downtown Core 12 Vision/Action Plan is complete and the Preferred Plan has been identified, and the Vision/Action L ' 13 Plan and the proposed recommendations are available for consideration and adoption. 14 NOW. THEREFORE, IT IS HERBY RESOLVED, DETERMINED AND ORDERED BY 15 THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO. AS 16 FOLLOWS: ' 17 Section 1. The Council hereby formally endorses and accepts the San Bernardino 18 Downtown Core Vision/Action Plan. The Council recognizes that the content and recommendations 19 as to the implementation of the San Bernardino Downtown Core Vision/Action Plan will change 20 FDowntown and that the San Bernardino Downtown Core Vision/Action Plan shall be viewed as a 21 ocument to accommodate and provide direction to future developments within the 22 Area. 23 ion 2. Th e Council acknowledges that the Agency Staff has been directed to proceed 24 with the implementation process as identified and proposed in the San Bernardino Downtown Core ' 25 Vision/Action Plan and the Council hereby consents to such directive. The Council hereby 26 recognizes that the Staff Report in support of the adoption of this Resolution for the San Bernardino 27 Downtown Core Vision/Action Plan was jointly prepared and submitted by Agency Staff and the 28 Director of Development Services. Nothing contained herein shall be deemed to commit or obligate INS 2 PUgendasa2 tul onsV esolmronsU0 0601-0V DOwnlo%n Vision Action Plan MCC Fno doc I the Staff of the Development Services Department and other City Departments to undertake any 2 further work efforts on the San Bernardino Downtown Core Vision/Action Plan without the express e 3 approval and direction of the City Manager with respect to any such staff commitment. 4 Section 3. This Resolution shall take effect upon its adoption and execution in the 5 manner as required by the City Charter. ' 6 7 ' S 9 10 12 ' 13 14 15 16 17 19 20 21 ' 22 23 24 25 26 t27 28 P:MVMSSMM]ulunsU esOWt m'%SU009W6-0609 Downmsm vls bn Aagn Plan MCC Rew.E9c ' I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO CONCURRING WITH THE ACTIONS TAKEN BY 2 THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ' 3 SAN BERNARDINO REGARDING ACCEPTANCE OF THE SAN BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 1 6 Common Council of the City of San Bernardino at a meeting thereof, 7 held on the day of , 2009, by the following vote to wit: 8 Council Members: Ayes Nays Abstain Absent 9 ESTRADA _ 10 BAXTER 11 BRINKER _ ' 12 SHORETT 13 KELLEY 14 JOHNSON 15 MC CAMMACK rIr 16 1 17 Rachel G. Clark, City Clerk 18 19 The foregoing Resolution is hereby approved this day of 2009. 20 21 22 Patrick J. Morris, Mayor City of San Bernardino 23 ' 24 Approved as to Form: 25 By. , 26 a es F. Penman, City Attorney 27 28 1 P USenMsV mlutons tesolutonSVM%06-01 0a Downtown Vision Action Plan MCC Ratio a I RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF L3 THE CITY OF SAN BERNARDINO ACCEPTING THE SAN BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN, AND DIRECTING AGENCY 4 STAFF TO PROCEED WITH ACTIONS IDENTIFIED IN THE IMPLEMENTATION SECTION OF THE DOWNTOWN CORE 5 VISION/ACTION PLAN 6 7 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency-'), is a g public body, corporate and politic existing under the laws of the State of California, Health and 9 Safety Code 33100, and is charged with the mission of redeveloping blighted and underutilized ' 10 land pursuant to the California Community Redevelopment Law as found in the Health and Safety 1 11 Code Section 33000, et seq.; and 12 WHEREAS, the Urban Land Institute ("ULI") analyzed and prepared a study for the 1 13 Downtown San Bernardino Central Business District in June 2007 ("Study"), and thereafter in 14 August 2007, the findings and recommendations of the Study were presented to and received by the ' 15 Community Development Commission of the City of San Bernardino ("Commission"); and 16 WHEREAS, on June 16, 2008, the Mayor and Common Council of the City of San ' 17 Bernardino ("Council') and the Commission formally endorsed the ULI study and directed the IS Agency to further study its recommendations and engage the services of EDAW, Inc. ("EDAW"), to 19 assist in further studying, analyzing, discussions with stakeholders, planning and preparing solutions 20 and alternatives, funding objectives and implementation strategies for the downtown core of San 21 Bernardino; and ' 22 WHEREAS, in July 2008, EDAW commenced the work of preparing the San Bernardino ' 23 Downtown Core Vision/Action Plan ("Vision/Action Plan") for the City by performing a number 24 of tasks as directed pursuant to their contract with the Agency; and 1 25 WHEREAS, since July 2008, EDAW has met and conferred with Agency Staff, gathered 26 and researched relevant data, conducted a project site survey, conducted stakeholder interviews 27 with City and County officials and staff, the San Manuel Tribe, the Downtown Business ' 28 Association, the San Bernardino Chamber of Commerce, the school districts and P\AUenCasV esolmons\Rewlul ionsV 00910.01-09 Downmwn Vison Action Plan CDC Reso doc J ' I colleges/universities, and other community and civic groups/agencies, in addition to discussions 2 and meetings with other interested individuals; and 3 WHEREAS, in September 2008, EDAW and Agency Staff, held a two day Charrette, where 4 the public participated by sharing their concerns and ideas, and in November 2008, EDAW and 5 Agency Staff, held a Community Open House where three alternative strategies were presented for 1 6 the Vision/Action Plan to thus provide an opportunity for business and community leaders, area 7 residents, public officials and other interested persons to discuss issues and opportunities facing the 8 revitalization of Downtown San Bernardino; and 9 WHEREAS, in April 2009, Agency Staff and EDAW, conducted a Public Presentation and ' 10 Open House for the public, where a direction for the future revitalization of Downtown San 11 Bernardino, in the form of a Preferred Plan, was unveiled, in addition to the presentation of a panel 12 discussion of urban design and development experts; and 1 13 WHEREAS, the effort of developing and preparing the San Bernardino Downtown Core 14 Vision/Action Plan is complete and the Preferred Plan has been identified, and the Vision/Action 15 Plan and the proposed recommendations are available for consideration and adoption. 16 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE Ik 17 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 18 FOLLOWS: 19 Section 1. The Commission hereby formally endorses and accepts the San Bernardino ' 20 Downtown Core Vision/Action Plan. The Commission recognizes that the content and 21 recommendations as to the implementation of the San Bernardino Downtown Core Vision/Action 22 Plan will change over time, and that the San Bernardino Downtown Core Vision/Action Plan shall 23 be viewed as a working document to accommodate and provide direction to future developments 24 within the Downtown Area. 25 Section 2. The Commission hereby directs the Agency Staff to proceed with the 26 implementation process as identified and proposed in the San Bernardino Downtown Core 27 Vision/Action Plan. The Commission hereby recognizes that the Staff Report in support of the 28 adoption of this Resolution for the San Bernardino Downtown Core Vision/Action Plan was jointly P UgeMSSUlemlusnns\Resolve Lnsl00o\D5-OLO.D...mawn%%'..MI..PW CDC Res.d., I prepared and submitted by Agency Staff and the Director of Development Services. Nothing 2 contained herein shall be deemed to commit or obligate the Staff of the Development Services ' 3 Department and other City Departments to undertake any further work efforts on the San Bernardino 4 Downtown Core Vision/Action Plan without the express approval and direction of the City Manager 5 with respect to any such staff commitment. ' 6 Section 3. This Resolution shall take effect from and after its date of adoption by this 7 Commission. 1 8 9 10 11 12 1 13 14 ' 15 1 16 17 ' 18 19 20 21 22 23 24 25 26 27 28 3 PUUmd.rNnolu,ansNesalmgmVp09W6-01-OV DoWmo..n Vision Anion Plan CDC 0.slo doc I RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO ACCEPTING THE SAN BERNARDINO 2 DOWNTOWN CORE VISION/ACTION PLAN, AND DIRECTING AGENCY ' 3 STAFF TO PROCEED WITH ACTIONS IDENTIFIED IN THE IMPLEMENTATION SECTION OF THE DOWNTOWN CORE 4 VISION/ACTION PLAN 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 7 Development Commission of the City of San Bernardino at a meeting 1 8 thereof, held on the day of 2009, by the following vote to wit: Commission Members: Ayes Nays Abstain Absent 9 ' 10 ESTRADA — BAXTER — 11 — BRINKER 12 SHORETT — 13 KELLEY — 14 ,JOHNSON _ 15 MC CAMMACK _ 16 17 18 Secretary 19 The foregoing Resolution is hereby approved this day of 2009. 20 21 Patrick J. Morris, Chairperson 22 Community Development Commission of the City of San Bernardino 23 Approved as to Form: 24 25 By: 26 Agency Counsel ' 27 28 e P%Agendas%Rcsolpbns leso 6llOnsLW9%O 01.09 D9unso.'n Vifron Anion Ppn CDC Rewd 1 STATE OF CALIFORNIA ) 2 COUNTY OF SAN BERNARDINO ) CITY OF SAN BERNARDINO ) 3 4 1, RACHEL G. CLARK, City Clerk in and for the City of San 5 Bernardino DO HEREBY CERTIFY that the foregoing and attached copy of a letter and attachments dated Monday, June 1, 2009, from Warner W. Hodgdon 6 to the Mayor, Council and EDA Board, entered into the record on 6/1/09, is a 7 full, true and correct copy of that now on file in the City Clerk's office. 8 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Bernardino this 8' day of June 2009. 9 10 p L 11 Rachel G. Clark, City Clerk 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BERNA DownfaWCore Plan San eras mo p 2� N '. I � III I la _ I I � rl . 0 STH. 1.2I5 FWy. hl�ira 'i TheaVe I An erlagq Slgrlq / I I I Gllfornlq. i i 9 ' TII��rr yy / +i 9 9 91 .rglp.alµ .,.;,g S 4TH ..q q'�{�` CHWPSqu5rr r Civk'k� -M i M' Meadowbrod Farb ]No — ' I "•' a°°+'�4 Il L.�C1 I— A"jt af�+,, 1m,11� rt"...ep w..� -� a941a� a � �' • � S4' it 1 . : T �; r. ','-7 .J.{ II. , RIALTO Ir �•._ � ,._i -,'� fyl r tifl, ! E ,atl"l :''� 1U11 � ,t )lgllf i� " ! I(jt )f E Vi, x'tPt, . , . ,,, ; ,IV�K Gil) Ali � Erl �ssii/�F lll�fif ►>,�, i On Monday, June 1, 2009, by resolu]and the redevelopment and revitalization of the and there is much work to be done. For the Mayor, Common Council and Downtown area. The Mayor requested a those who are interested, the City Council Community Development Commissio formal partnership between the City and PowerPoint presentation and draft the City of San Bernardino endorsed County to look at the needs of both parties. Executive Summary are available on our accepted the San Bernardino Downt On Tuesday June 2, 2009 the San EDA Web page at www.sbrda.om. Core Vision/Action Plan. ernardino County Board of the appointed the Chairman and Vice-Chair as The Community Development Commission the members to represent the Board in J -" ,.; � 'g'Wd% also directed Agency Staff to proceed with discussions with the City related to the the implementation process as identified Downtown Core Vision/Action Plan and to + and proposed in the San Bernardino review alternatives for sites that may meet Downtown Core Vision/Action Plan. The the Coun ty s space ee s in Downtown. r �} Commission and City Council also recognizes that the Plan shall be viewed as A well thought out and executable " �y hhlnq 3 working document as the content and implementation strategy is important to recommendations for implementation may bringing back Downtown San Bernardino �$4f change over time to accommodate and and the Vision/Action Plan. Making this L 5rovi a direction for future evelo ments happen will require a coordinated effort on Nit in the Downtown area. the part of City and Agency staff, our elected officials, potential developers, property In addition, on May 5, 2009, the San owners, downtown businesses, residents 3ernardmo Boar of Supervisors—receiveF and most importantly, the San Bernardino -dnd accepted a presentation of the community at large. n Pla Council Endorses Downtown Core Vision/Action Plan by Plan at RECON s Plan Mayor Patrick J. Morris, City of San Our work to implement the Vision for 2ernardino, regarding the City's vision for Downtown San Bernardino is about to begin Omintrans Vision Effort ...w � �, _ -"e��•; ->r^ tom^,` a 1 Ilk l�,f..r' The San Bernardino Economic Development Agency (EDA) thanks area businesses and community members for ' providing key Input on the San Bernardino Downtown Core Vision/Action Plan. ;�y P "" ' f ^r In an ongoing effort to keep the community informed about the recently approved ,,. - Downtown Core Vision/Action Plan, the Ir City's EDA is offering free informational presentations to schools, businesses and community organizations. ' In Ma , EDA staff attended RECON 2009, the Global Retail Real Estate Convention in Las To schedule a presentation for your group, Vegas to promo a Vision/Action Plan, along with garnering interest and support in please contact Carrie Gilbreth at (909) revitalizing Downtown San Bernardino. Key retail and real estate decision makers had an 866-8188. opportunity to see models,conceptual plans and images depicting a revitalized Downtown. In addition, the EDA met with businesses and organizations to share the vision for Downtown. The Vision/Action plan was well received at RECON 2009. Highlights of the plan include: a Civic/Government Center off 2nd Street; a Theater District anchored by a revitalized multiplex r theater and the historic California Theatre; redevelopment of the Carousel Mall to create a mix of supporting retail and office uses, creating a new commercial district that is pedestrian The Downtown Core Vision / Action Plan friendly. Newsletter is prepared by the City of San Bernardino Economic Development While marketing of the Vision/Action Plan continues, it will be taken to San Diego for the ' Agency as part of the public outreach effort Western Region International Council of Shopping Centers(ICSC)in early September. for the City of San Bernardino Downtown Core Vision / Action Plan project. If you ' have any additional Input, questions or comments regarding this urban planning effort, please contact the Project Manager: Transit centers in many major cities worldwide serve as hubs for the connection of various Jeffrey Smith,AICP modes of transportation. These centers also serve as catalysts for transit-oriented development, ' Senior Urban Planner creating vibrant pedestrian spaces surrounding them. A modem transit center will improve bus City of San Bernardino and rail service to Downtown San Bernardino. Economic Development Agency Omnitrans is in the process of selecting a Consultant to prepare Vision and Conceptual Plans San Bernardino,CA 92401-1-1 507 Transit on an 9 201 North E Street, Suite 1 for a Tit Statid Transit Village for Downtown San Bernardino. The Consultant will be ' TEL: (909)863-1044 tasked to engage the community through meetings and symposiums and prepare a number of E-mail: ismithasbrda.ora conceptual alternatives leading to the selection of a preferred alternative. Once the preferred alternative has been selected, preliminary design and engineering for the Transit Station and Village will begin. The visioning and conceptualization process will take up to a year. For more For public relations & marketing inquiries, information, contact Brett Clavio, Project Manager, Omnitrans, at (909) 379-7256, or visit the please contact: Web page at www.omnitrans.om. ' Came Gilbreth Westbound Communications Public Relations and Marketing 4155 N.Golden Avenue ' San Bernardino,CA 92404 TEL: (909)886-8188 tF r E-mail: 9jfljjj{$'1�1![lC� �1h' l l 1 '-my Coiltxet h Ca2weslbourxlcommunications.com sbrda.org (909) l � 1 •, l Clark Ra From: Clark Ra Sent: Wednesday, September 09, 2009 10:24 AM To: Morris Pat; Estrada Es; Baxter—De. Brinker—To: Shorett_Fr; Kelley_Ch; VanJohnson_Ri; Ross Va; Penman_Ja Subject: Apology My apologies to each of you for my stepping out of bounds at last night's Council meeting. I apologized to Mr. Hodgdon immediately after the meeting ended; however, I also felt I needed to express my apology to each of you. I usually have an abundance of patience and there was no reason for me not to have waited at least another three minutes to allow Mr. Hodgdon the time he requested for public comments -- I guess my patience wore thin. As I indicated at the meeting, yesterday was my mother's 92nd birthday and my six brothers and sisters were waiting for me at my parents for a family photo that was scheduled for 7:30 p.m. It's not easy getting all of us together, especially since my youngest sister lives in Grand Cayman and she was here to celebrate mom's birthday. Hope you'll accept my apology. City Clerk City of San Bernardino Phone: (909) 384-5002 E-mail: clark_raOsbcity.org Apply for your passport at the San Bernardino City Clerk's Office! I ' Please consider the environment before printing this e-mail t 1 � n EXCERPTS. . . . . . . From Warner Hodgdon June 1,2009 Letter of Support to Mayor Morris and City Council "1 have appreciated Mayor Morris'and the Council's courage to put an Action Plan on the table, as no action plan of socio economic viability had been implemented in over two and one-half decades. Since the 1970• 1985 political and economic successful days of the Central City, by 2009 the City • County Seat has faced years of falling commercial and neighborhood property values, decreased revenues, increased crime, blight and decay." "The above has caused on-going higher income residential socio economic flight and infilled with occupancy seeking lower ' rents and foreclosed homes, etc. Thus, the overall City North and South areas, but not limited to, have earned a 'POOR IMAGE"of blight and decay that needs to be cleaned up immediately." "I feel from years of experience that a confirmed North / South $2t Billion DUAL FUSION is required; or the EDAW $1 Billion Central City PREFERRED PLAN ALTERNATIVES will have few persons left in the City to sustain Downtown alone.° ' "Members of my Heritage family first came to the area in 1848 • 1849. My entire life has been only love for the City and . County Seat, as it is this moment. I have done my best to be a giver not a taker." "I will soon submit an updated plan for a concurrent $23 Billion North • South Dual Fusion for Quality of Life." ' $2 BILLION NORTH • SOUTH DUAL " FUSION DUAL VISION .. . .FUTURE QUALITY OF LIFE ' 189.2009 HERITAGE OFTHE MOUNTAIN ARROWHEAD•IRSI.2009 CENTRAL CITY ARROWHEAD PIAZI COUNTY GOVERNMFM CINTFR NORTH END ARROWHEAD RESIDENTIAL AREAS ' CLEAN • .SAFE • SECURE MUTUAL.SUSTAINABILITY.....ONE SUPPORTS THE OTHER Y •Ni C CITY COUNTY IVDA MUNI JOINT COOPERATION QUALITY OF LIFE i (For convenience: 1/10/11 typed version of 1/10/11 handwritten memorandum submittal for Public Record) Memorandum Joint Public Hearing 12.6.10 Mayor Common Council • Community Development Commission Agenda Items 23 and 25 Submitted for Public Record Date: Monday, December 6, 2010 (continued and held Monday, December 20 ., 2010) ' To: Community Development Commission, Mayor/Council (MC • CDC) ' From: Warner Hodgdon: Life Citizen, Builder, Contributor ' Re: 4:30pm, Monday, December 6, 2010 continued and held on Monday, December 20, 2010, Joint Public Hearing Agenda Items R23 and R25 continued from November 1, 2010 Merged Area A— 2010 Merged, Amended and Restated Redevelopment Plan and Program EIR (see new backup attached (no backup distributed on October 4, 2010, Item No. R-30; Item continued to November 1, 2010 Item R-53) (per 12/06/10 agenda a) (See tab 1). Before the CDC — MC today 12/06/10 is the Res. No. CDC/2010-66, certifying the Final Program Environmental Impact Report relative to Merged Redevelopment ' Projects "A" As you know over the prior two years and more I have attended aIIVL1- EDAW presentation and applicable CDC-MC meetings. As former RDA chairman during the City Hall Central City Mall and Convention Center Implementation 1967 — 1976 (and also including the County Governments Center). I am familiar with these Plans of ' Development and Physical Fiscal and Legal Plans of Development. In addition I was project coordinator and financial consultant in Joint Venture with Hornblower Weeks Hemphill Noyes NY, NY; and in 1969 — 1972 structured the City, County and RDA Civic Center Joint Power Authority, as the development funding entity. As stated in my June 1, 2009 letter to the MC • CDC I am encouraged by their bold steps taken, including the EDAW Draft Vision presented on June 1, 2009 and/or r 1 of 3 3 alternate locations for the County Government Center • Arrowhead Plaza per your motion recommended by the CDC Staff Report (Hodgdon 6/1/09 letter tab 10) I am supportive of the items 23 and 25 per today's agenda; i.e. Merged Area A and applicable finance bonds, FEIR and Bond Issuance. I have worked with director Marzullo, and Counsel Sabo. They are capable men. From intricate experience I am not totally comfortable with the FEIR section on Finance. Specifically the 12% growth factor used to reach $2.5 Billion Increment Revenues and bond issuance caps of up to $327 million. I spoke with Mr. Sabo of my feelings. At first we th t the 12% growth was a "typo", as 2% per year is allowed under the 1978 Prope Ad Valorem growth. Mr. Sabo clarified to me later that 12% was the high average used by the consultants to Merged area "A". Pages 126-138 Method of Financing relates to the above: Page 130 table C-2 carries the 12% growth and pages 134 carries proposed tax increments required $2.5 ' Billion and/or increments limit. I feel the above is a reasonable question for clarification, because it is the CDC that warrants the FEIR etc. ' Following the MC • CDC Public Hearing the CDC must adopt the applicable certified FEIR Resolution. I have read same. The resolution is the CDC certification etc., of the Final Environmental Impact Report, Statement and Mitigation Reporting Program; ' all relative to Merged "A" (See tab 4). Within the resolution there are about 35 references that the CDC (Seven Council/Commissioner Members) firmly states in said references as: Finds and Determines; Has Independently Reviewed 'and Analyzed; Reflects its' Independent ' Judgment; concurs With The Findings; Has Reviewed and Considered The Information; Independently Has Reviewed and Considered the Information, etc. t Therein, the CDC makes findings pursuant to the California Environmental Quality Act; adopting a Mitigation Monitoring and Reporting Program and adopting a Statement of Overriding Considerations. All, but not limited to, carried in the FEIR, Resolution etc., including proposed bond cumulative limits of $327,000,000 (million) := and like incremental revenues of$2.5 (billion) at a 12% annual growth factor. (See tab 5) and (See tab 4 poverty level and low income Demographics Page 3 of Staff Report). Should a growth factor of 6% be extrapolated it would half the $2.5 billion under the 12% growth factor used. I have not made specific the above and intend to clarify ' these numbers and rational with the CIVIC director and Sabo Esq. ' Irrespective, I continue to support the Mayor and Council and Commissioners' efforts to bring back a stagnant city. The 1976 prior physical, fiscal and legal plans of development were sound, but not followed through with. During Mayor Holcomb's i 2 of 3 ' reign, in about April 1978 the council took over implementation and responsibility of the RDA, and its' prior Board became "moot". ' I have read several recent articles that the County has determined not to follow the EDAW Mall "tear down" concept. However, the EDAW vision is extensively ' addressed in the FEIR's document, including the model is pictured therein (See tab 3). Per my June 1, 2009 letter of support and my reference therein for a Two Billion North/South Fusion, I will present same in the near future (See tab 10?) Thank all of the MC • CDC members and staff for their efforts. "It's time to pound nails". ' Respectfully, Warner Hodgdo Attachments: 1. 12/06/10 and 12/20/10 agenda ' 2. Paid Receipts for agenda items 23 and 25 (100±) 3. New articles Nov. 24, 25, 2010 (County Passes on Mall for Gov. Center, Carousel Mall Plan is scuttled, deficit, kills mall project) ' 4. November 30, 2010 Staff Report, Merged Area "A". 5. Backup material for August 6, 2010 agenda 6. Backup material for November 1, 20101PA 7. FEIR backup dated June 2010 (Draft) 8. Final FEIR backup dated August 2010 9. 12/1/10 Staff Report Joint Powers Financing Authority ' 10. 6/1/09 Warner Hodgdon Support Letter to M C• CDC ' - cc: MC • CDC Members 75VU' ! w� 3 of 3 I STATE OF CALIFORNIA ) 2 COUNTY OF SAN BERNARDINO ) SS CITY OF SAN BERNARDINO ) 3 '1 4 I, RACHEL G. CLARK, City Clerk in and for the City of San Bernardino, DO 5 HEREBY CERTIFY that the foregoing and attached copy of "Memorandum, Joint Public ? 6 Hearing, 12-06-10" entered into the record for Item No. R32 at the Mayor and Common 7 Council meeting on December 20, 2010, is a full, true and correct copy of that now on file ' 8 in the City Clerk's Department. 9 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal I '1 10 of the City of San Bernardino this 27" day of December, 2010. �' 11 12 ,U-:5Aa 41, ct4A,./, 13 Rachel G. Clark, City Clerk (For convenience: 1/10/11 typed version of 1/10/11 handwritten memorandum submittal for Public Record) 14 i � � �/� 6 a 4'J 15 �y emorandum Joint Public Hearing 16 12.6.10 F 17 18 Mayor Common Council • Community Development Commission F� 19 Agenda Items 23 and 25 1 20 Submitted for Public Record 21 '1 22 Date: Monday, December 6, 2010 (continued and held Monday, December 20: 2010) 23 To: Community Development Commission, Mayor/Council (MC • CDC) ' 24 From: Warner Hodgdon: Life Citizen, Builder, Contributor 25 t 25 Re: 4:30pm, Monday, December 6, 2010 continued and held on Monday, December 20, 2010, Joint Public Hearing Agenda Items R23 and R25 continued from 'I 27 November 1, 2010 l 28 Merged Area A— 2010 Merged, Amended and Restated Redevelopment Plan and tProgram EIR (see new backup attached (no backup distributed on October 4, 2010, Item No. R-30; Item continued to November 1, 2010 Item R-53) (per 12/06/10 agenda a) (See tab 1). t ' 1 STATE OF CALIFORNIA ) ' 2 COUNTY OF SAN BERNARDINO ) SS CITY OF SAN BERNARDINO ) 3 4 I, RACHEL G. CLARK, City Clerk in and for the City of San Bernardino, DO 5 HEREBY CERTIFY that the foregoing and attached copy of "Memorandum, Joint Public 6 Hearing, 12-06-10" entered into the record for Item No. R32 at the Mayor and Common ' 7 Council meeting on December 20, 2010, is a full, true and correct copy of that now on file 8 in the City Clerk's Department. 9 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal 10 of the City of San Bernardino this 27' day of December, 2010. 12 Z 13 Rachel G. Clark, City Clerk ' 14 15 ' 16 17 r 18 19 20 21 22 ■! 23 24 ' 25 ' 26 27 ' 28 '�1 N Entered Into Rec. at MCC/CDC Mfg; > z i r * Item No; 4,3 z Cle CDC Secretary Cae C4 of 13emar ___ 1 � • L'�tiy��cc N'.a-c���yama�.Z L�sc,��te�c. L�,,,�-� 632 / o tc ,C1 _f?-oz.S- P41— A iy i c roc • m C �9 -�.� �����..� d�fzollf src sll e/A � !� � o e 9 J ot, �•e:c ?c..��?`.iZ. � 7�,�".�iz"CLirts.c�i' Cis ( tiGi�II�G✓.r�Gn"`' A' J 3 s � st -A ��l� ' lGsu� A!oC �1sc�-yctp dc.s�R wr Is `� ' �//C �`�w�wc�� . �""" , "S�w�t"t`.s.�, Tjc,c,C__"_�%�4�GTjw�►/ �� 1.�...� � �!C — C D�' ��'�-,•sf� �a-l..r` �h, .o.c.�rL cla. (3te Zw`�1� -- n �.y ALI ..3 • '�wali.-?�` G.�/av•a s o2a�o �Li�..,�ryf'a,a.. . ��,.t� �ir�lQ��. L) a.bio .1s0,4 �• 6�//�u 9 !!"""'L' ,� °Tu�eti.6i� �i /�1G% 69cAC v ! I I I II F CITY OF SAN BERNARDINO Mayor Patrick J. Morris Council Members: ' 300 N. °D"Street Virginia Marquez San Bernardino, CA 92418 Jason Deslardins Tobin Brinker Website: www.sbcity.org Fred Shorett SanBernar ino Chas Kelley Rikke Van Johnson Wendy McCommack 'e-2 3 u AGENDA JOINT REGULAR MEETING ' MAYOR AND COMMON COUNCIL ' AND THE COMMUNITY DEVELOPMENT COMMISSION AND THE JOINT POWERS FINANCING AUTHORITY OF THE CITY OF SAN BERNARDINO MONDAY, DECEMBER 6, 2010 - 1:30 P.M. COUNCIL CHAMBERS ' The City of San Bernardino recognizes its obligation to provide equal:access those individuals with disabilities. Please contact the City Clerk's Office ) two working days prior to the meeting for any requests for reasonable accon to include interpreters. (Community Development Commission Items aes 9- 12.) Any writings or documents provided to a majority of the City Council/Commission regarding any item on the agenda will be made available for public inspection at the City Clerk's Counter at City Hall located at 300 N. "D" Street, 2nd Floor, during normal business hours. In addition, such writings and documents will be posted on the City's website at www.sbcity.orq subject to staff's ability to post the documents before the meetings. CALL TO ORDER: PRESENT: ABSENT: 1 12/06/2010 6. Item deleted. 7. Claims and Payroll. (See Attached) fir MOTION: That the claims and payroll and the authorization to issue warrants as listed in the memorandum dated November 18, 2010, from Barbara Pachon, Director of Finance, be approved. • 8. Personnel Actions. (See Attached) MOTION: That the personnel actions, as submitted by the Chief Examiner, dated December 2, 2010, in accordance with Civil Service rules and Personnel policies adopted by the Mayor and Common .. Council of the City of San Bernardino, be approved and ratified. City Attorney 9. Resolution of the Mayor and Common Council of the City of San Bernardino approving the retention of Boornazian, Jensen & Garthe to represent the City in ' the case entitled Landmark American Insurance Company v. City of San Bernardino, San Bernardino Superior Court, Case No. CIVDS 1015159. (Cost to the City — Not to exceed $25,000) All Wards MOTION: That said resolution be adopted. ' City Clerk 10. Resolution of the Mayor and Common Council of the City of San Bernardino, California, reciting the facts of the Special Municipal Election held on the 2nd day of November 2010, declaring the results thereof and setting forth such other matters as are allowed by law. (See Attached) (No Cost to the City) All Wards MOTION: That said resolution be adopted. • City Manager 11. Resolution of the Mayor and Common Council authorizing the formation of an advisory task force to assist in the preparation of the sustainability master plan for the City of San Bernardino. (See Attached) (No Cost to the City) y All Wards MOTION: That said resolution be adopted. ,j 5 12/06/2010 Council Office 22. Workshops for City Council (See Attached) ' A. "Understanding our City's Charter" B. "Understanding the Brown Act" MOTION: That the City Manager be directed to facilitate workshops for the City Council with the topics of "Understanding our ' City's Charter" and "Understanding the Brown Act". END OF STAFF REPORTS t ' COMMUNITY DEVELOPMENT COMMISSION TO BE HEARD AT 4:30 P.M. CONTINUED FROM NOVEMBER 1 2010 R23. Joint Public Hear ine - Merged Area A - 2010 Merged, Amended n estated Redevelopment Plan and Program EIR (Central City North, Southeast Industrial Park, Tri-City, South Valle, Meadowbrook/Central City, Central City South and Central City East Redevelopment Project Areas). (See New Backup Attached - EIR available at http://www.sbrda.or /edPro'ectMer er.html ) (No backup distributed on October 4, 2010, Item No. R30; item continued to November 1, 2010, Item No. R33.) Wards 1 & 3 (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino certifying the final Program Environmental Impact Report for the Merged, Amended and Restated Redevelopment Plan for the San Bernardino merged Redevelopment Project Area A for the proposed merger of the Central City North, Southeast Industrial Park, Tri-City, South Valle, Meadowbrook/Central City, Central City South and Central City East Redevelopment Project Areas; making findings pursuant to the California Environmental Quality Act, adopting a Mitigation Monitoring Program; and adopting a statement of overriding considerations. ' The hearing remains open... MOTION: That the hearing be closed; and that said resolution be adopted. r 9 12/06(2010 Recommended for approval at the Redevelopment Committee on November 42 2010 - Committee Members Present: Johnson, Brinker, Shorett '! (Alternate) R24. Single-Family Residence Revitalization Program First Quarter Report (July 1, 2010 through September 30, 2010) (See Attached) All Wards MOTION: That the Community Development Commission of the City of San Bernardino receive and file the Quarterly and Annual Update ' Report of the Single-Family Residence Revitalization Program activities (July 1, 2010 through September 30, 2010) for the Redevelopment Agency of the City of San Bernardino. ' Recommended for approval at the Redevelopment Committee on November 4, 2010 - Committee Members Present: Johnson, Brinker, Shorett ' (Alternate) R25. Approval of Resolution of Issuance of the 2010 Joint Powers Financing Authority Taxable Recovery Zone Economic Development Bonds (4th Street Corridor Project) and Tax Allocation Bonds (Northwest Redevelopment Project Area) and the loan of the proceeds thereof to the Redevelopment Agency of the City of San Bernardino (Central City, Central City North, and Northwest ' Redevelopment Project Areas) (See Attached) All Wards (Mayor and Common Council) Resolution of the Mayor and Common Council of the City of San Bernardino making certain findings and determinations pursuant to Heal Safety Code Section 33445.1 and authorizing the issuance by San Ber, din Joint Powers Financing Authority of not to exceed $7,068,000 ecovery Zone Economic Development Bonds and $6,000,000 ax Allocation Bonds and the borrowing by the Redevelop nt Agency of the City of San Bernardino of the proceeds connection with the 4th Street Corridor Project and Northwest Redevelopment Project Area Infrastructure Projects, authorizing the form of certain legal documents related thereto and authorizing and directing their preparation, execution and delivery. (Resolution not ' available at time of printing.) (Item Continued on Next Page) 10 12/06/2010 R25. Continued. (Community Development Commission) B. Resolution of the Community Development Commission of the City of San Bernardino making certain findings and determinations pursuant to ' Health and Safety Code Section 33445.1 and authorizing on behalf of the Redevelopment Agency of the City of San Bernardino[ the bo_rro_wing of funds from the San Bernardino Joint Powers Financing Authority in connection with the issuance of the not to exceed $7,068,000 Reco one Economic Development Bonds and $6,000,000 Tax Allocation_ �on3s for the " i or Project and for the Northwest edevelopment Project Area Infrastructure Proiects, authorizing the form of certain legal documents related thereto and authorizing and directing their preparation, execution and delivery. (Joint Powers Financing Authority) ' . Resolution of the San Bernardino Joint Powers Financing Authority authorizing the issuance of taxable Recovery Zone Economic Development Bonds in the amount not to exceed $7,068,000 and Tax ' Allocation Bonds in the amount not to exceed $6,000,000 for the 4' Street Corridor Project and the Northwest Redevelopment Project Area Infrastructure Projects, approving the form of certain legal documents related thereto and authorizing and directing their preparation, execution and delivery. a OTION: That said resolutions A-C, be adopted. Recommended for approval at the Redevelopment Committee on October 7, 2010 - Committee Members Present: Johnson, Brinker Marquez R26. Lugo Senior Apartments, LLC (Meta Housing Corporation) - Acquisition and Development Loan Agreement for the redevelopment of 119 Units of senior housing (See Attached) Ward 1 (Community Development 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 Acquisition and Development Residual Receipts Loan Agreement by and between the Agency and Lugo Senior Apartments, LLC (IVDA Redevelopment Project Area - Affordable Senior Citizen Rental Housing Development) MOTION: That said Resolution be adopted. 11 12/06/2010 At Mayor Patrick J. Morris 't` At A. CITY OF SAN BERNARDIND Council Members: " 300 N. D"Street 4 Virginia Marquez San Bernardino, CA 92418 Jason Desjardins Tobin Brinker ' - Sanp Website: www.sbcity.org Fred Shorett Say �CPII1f1 111Q ChasKelley Rikke Van Johnson Wendy McCammack a AGENDA JOINT REGULAR MEETING # MAYOR AND COMMON COUNCIL AND THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO MONDAY, DECEMBER 20, 2010 - 1:30 P.M. COUNCIL CHAMBERS The City of San Bernardino recognizes its obligation to provide equal access to those A AL individuals with disabilities. Please contact the City Clerk's Office (384-5002) two working days prior to the meeting for any requests for reasonable accommodation to include interpreters. (Community Development Commission Items are on pages 10- AL 12.) Any writings or documents provided to a majority of the City Council/Commission regarding any item on the agenda will be made available for public inspection at the City Clerk's Counter at City Hall located at 300 N. "D" Street, 2nd Floor, during normal business hours. In addition, such writings and documents will be posted on the City's website at www.sbcity.org subject to staff's ability to post the documents before the meetings. CALL TO ORDER: PRESENT: IABSENT: 4 j 12/20/2010 ' PUBLIC COMMENTS ON CLOSED SESSION ITEMS A three-minute limitation shall apply to each member of the public who wishes to address the Mayor and Common Council/Community Development Commission. No member of the public shall be permitted to "share" his/her three minutes with any other member of the public. ' CLOSED SESSION I. Pursuant to Government Code Section(s): MOTION: That the Mayor and Common Council and Community Development Commission recess to closed session for the ' following: A. Conference with legal counsel - existing litigation - pursuant to Government Code Section 54956.9(a): ' Judith Little, et al. v. City of San Bernardino et al. - United States District Court, Case No. 09-06068 SVW,- ' Lee Wayne Jones, Sr. et al. v. City of San Bernardino et al. - United States District Court, Case No. EDCV 08-00187 VAP (Opx); Paul Triplett v. City of San Bernardino, et al. - United States District Court, Cade No. 2; CV 08-07257 JHN(AJWx); ' Zskyia Watson, et al. v. City of San Bernardino et al. - United States District Court, Case No. EDCV 09-1846 VAP (DTBx). ' B. Conference with legal counsel - anticipated litigation - significant exposure to litigation - pursuant to subdivision (b) (1), (2), (3) (A-F) of Government Code Section 54956.9: ' Inland Communities Corp. v. City of San Bernardino (Paradise Hills) ' Claim of AT&T Mobile v. City of San Bernardino C. Conference with legal counsel - anticipated litigation - initiation of litigation - pursuant to subdivision (c) of Government Code Section 54956.9: City of San Bernardino v. California State University 2 12/2012010 i - 1; D. Closed Session - personnel - pursuant to Government Code Section 54957. 1� E. Closed session with Chief of Police on matters posing a threat to the security of public buildings or threat to the public's right of access to public services or public facilities - pursuant to Government Code Section 54957. E. Conference with labor negotiator - pursuant to Government Code Section 54957.6: 1 Fire Safety G. Conference with real property negotiator - pmsuant to Government Code 1 Section 54956.8. 1 END OF CLOSED SESSION 1 1 1' 1 1 3 12/20/2010 '! RECONVENE MEETING — 3:00 P.M. ' PRESENT: ABSENT: 1 2. Appointments. 3. Presentations. A. Service Pin Awards Ceremony. ' 4. Announcements b and y Mayor y Common Council. ' All Consent Calendar items are considered to be routine by the City Council and will be enacted by one motion. There will be no separate discussion of these items unless a Council member or other interested persons so request, in which event the iteun will be removed from the Consent Calendar and considered in its normal sequence on the agenda. Information concerning Consent Calendar items is available for public review. CONSENT CALENDAR MOTION: That the motions indicated by consent calendar items 5 through 18 be adopted except for —, — , and 5. Waive full reading of resolutions and ordinances. MOTION: That full reading of the resolutions and ordinances on the regular ' agenda of the Mayor and Common Council and Community Development Commission, be waived. ' 6. Council Minutes. '. MOTION: That the minutes of the following meeting(s) of the Mayor and Common Council/Community Development Commission of the City of San Bernardino be approved as submitted in typewritten form: October 18, 2010 (Distributed 12/14/10) November 1, 2010 (Distributed 12/14/10) November 15, 2010 (Distributed 12/14/10) 4 12/20/2010 ' 7. Claims and Payroll. (See Attached) j MOTION: That the claims and payroll and the authorization to issue warrants as listed in the memorandum dated December 6, 2010, from Barbara Pachon, Director of Finance, be approved. 8. Personnel Actions. (See Attached) MOTION: That the personnel actions, as submitted by the Chief Examiner, dated December 16, 2010, in accordance with Civil Service rules ' and Personnel policies adopted by the Mayor and Common Council of the City of San Bernardino, be approved and ratified. ' City Clerk 9. Approve local appointments list per Maddy Act. (No Cost to the City) (See Attached) All Wards ' MOTION: That the Mayor and Common Council approve the Loca! Appointments List of all regular and ongoing .boards, commissions, and committees and direct the City Clerk to send a ' copy of the List to the Feldheym Library for posting pursuant to Government Code Section 54973. ' City Manager 10. Resolution by the City of San Bernardino in support of "Business Friendly ' Principles" as part of SCAG's development of a Southern California Economic Growth Strategy. (See Attached) (No Cost to the City) All Wards ' MOTION: That said resolution be adopted. ' Community Development ' LAID OVER FROM DECEMBER 6, 2010 11. An ordinance of the City of San Bernardino adding Chapter 16.18 to the San Bernardino Municipal Code regarding Unauthorized Signs on Public Property and repealing Section 8.15.130 FINAL READING (See New Backup Attached) (No Cost to the City) (Backup distributed on December 6, 2010, Item No. 16.) All Wards MOTION: That said ordinance be adopted. 5 12/20/2010 1 Human Resources 12. Establishment of salaries for Fire Department Ranges P-5, P-6 & P-7 effective ' August 1, 2010 (See Attached) (Cost to the City - $30,700 from Salary and Benefits) MOTION: That the salaries for Fire Department Ranges P-5 (Battalion Chief), P-6 (Deputy Fire Chief), and P-7 (Fire Chief) be established, effective August 1, 2010; and that the Human Resources Department be authorized to amend Resolution No. 6429 to reflect the above action; and that the Finance Director be authorized to amend the FY 2010/11 budget. 13. Resolution of the Mayor and Common Council of the City of San Bernardino rescinding Resolution No. 2010-284 and approving a Memorandum of Understanding between the City and the San Bernardino City Fire Management Association regarding Budget Concessions. (See Attached) (Resolution not available at time of printing.) ' MOTION: That Resolution No. 2010-284 be rescinded; and that said resolution be adopted. ' Parks, Recreation & Community Services 14. Resolution of the Mayor and Common Council of the City of San Bernardino ' authorizing the City Manager to approve an annual Services Agreement between the City of San Bernardino and Project Life Impact to provide supplemental recreation and community services at Nicholson Community Center. (See ' Attached) (No Cost to the City) Ward 6 MOTION: That said resolution be adopted. 15. Item deleted. ' Police 16. Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the execution of a Memorandum of Understanding between the Bureau of Alcohol, Tobacco, Firearms and Explosives and the San Bernardino Police Department for participation in the San Bernardino ATF Gun/Gang Suppression Task Force. (See Attached) (No Cost to the City) All Wards MOTION: That said resolution be adopted. 6 12/20/2010 Public Works ' 17. Resolution of the City of San Bernardino declaring its intention to order the vacation of a Public Utility Easement generally located between vacated Turrill Avenue and Garner Avenue, south of vacated Magnolia Avenue, and Reserving ' Utility Easements therein. (See Attached) (No Cost to the City) (Resolution not available at time of printing.) Ward 6 ' MOTION: That said resolution be adopted. 18. Item deleted. ' END OF CONSENT CALENDAR ' COMMITTEE CONSENT ' City Manager Recommended for approval at the Grants Ad Hoc Committee meeting on November 30, 2010 — Committee Members Present: Kelley, McCammack, ' Desjardins 19. Resolution of the Mayor and Common Council of the.City of San Bernardino authorizing the reprogramming of certain Energy Efficient and Conservation ' Block Grant Funds Program and the creation of an Energy Efficient Retrofit Grant Program using EECBG Program funds. (See Attached) (No Cost to the City) All Wards ' MOTION: That said resolution be adopted. ' Parks, Recreation & Community Services ' Recommended for approval at the Grants Ad Hoc Committee meeting on November 30, 2010 — Committee Members Present: Kelley, McCammack Deslardms ' 20. Resolution of the City of San Bernardino ratifying the submittal of a grant application to Kaiser Permanente Regional Community Benefit Operation Splash Grants Program for funding in the amount of $20,000 to provide the Parks, ' Recreation and Community Services Department Aquatics Program for the 2011 Summer season. (See Attached) (No Cost to the City - $20,000 in Grant Revenues) Ward 1 ,. MOTION: That said resolution be adopted. 7 12/2012010 ' Parks, Recreation & Community Services Recommended for approval at the Grants Ad Hoc Committee meeting on December 14, 2010 - Committee Members Present: Kelley, Desjardills, McCammack 21. Resolution of the Mayor and Common Council of the City of San Bernardinc authorizing the submittal of a grant application to the US Department of ' Housing and Urban Development: Economic Development Initiative - EDI Special Project for the amount of $500,000 for the construction of the Verdemont Community Center at Al Guhin Park. (See Attached) (No Cost to the City - $500,000 in grant revenue) Ward 5 MOTION: That said resolution be adopted. City Clerk Recommended for approval at the Legislative Review Committee meeting on December 7, 2010 - Committee Members Present: Marquez, Shorett, McCammack 22. Resolution of the Mayor and Common Council of the City of San Bernardino ' adopting an amended Conflict of Interest Code and rescinding Resolution No. 2009-1. (See Attached) (No Cost to the City) ' MOTION: That said resolution be adopted. Community Development/Code Enforcement Recommended for approval at the Legislative Review committee meeting on December 7, 2010 - Committee Members Present: Marquez, Shorett, McCammack 23. Ordinance of the Mayor and Common Council of the City of San Bernardino, California amending Chapter 8.14 of the San Bernardino Municipal Code ' Regarding Yard Sales. (See Attached) FIRST READING (No Cost to the City) (Ordinance not available at time of printing,) All Wards ' MOTION: That said ordinance be laid over for final adoption. Finance ' Recommended for approval at the Ways & Means committee meeting on December 14, 2010 - Committee Members Present: Shorett, Kelley 24. Receive and file the FY 2009-2010 Year End Report (See Attached) (No Cost to the City) All Wards MOTION: That the FY 2009-10 Year End Report be received and filed. 8 12/20/2010 Finance Recommended for approval at the Ways & Means committee meeting on December 14, 2010 - Committee Members Present: Shorett, Kelley 25. Approve the FY 2009-2010 Continuing Appropriations and Encumbrance Carryovers in FY 2010-2011 (See Attached) (No Cost to the City) All Wards ' MOTION: That the FY 2009-10 Continuing Appropriations and Encumbrance Carryovers be approved; and that the Director of ' Finance be authorized to amend the FY 2010-11 budget to include the approved Continuing Appropriations and Encumbrance Carryovers. Finance Recommended for approval at the Ways & Means committee meeting on December 14, 2010 - Committee Members Present: Shorett Kellev 26. Fiscal Year 2010-2011 First Quarter Report (See Attached) All Wards MOTION: That the FY 2010-11 First Quarter Budget Report be received '! and filed. END OF COMMITTEE CONSENT PUBLIC HEARINGS City Clerk TO BE HEARD AT 4:00 P.M. 27. Appeal Hearing - Appeal of the City Clerk's denial of an application submitted by Xia Yu for a permit to operate as a massage technician (See Attached) (No Cost to the City) Ward 1 I ' Mayor to open the hearing... MOTION 1: That the hearing be closed; and that the Mayor and Common Council uphold the City Clerk's denial of Xia Yu's application for a permit to operate as a massage technician. '. OR MOTION 2: That the hearing be closed; and that the Mayor and Common Council grant the appeal of Xia Yu's application for a permit to operate as a massage technician. END OF PUBLIC HEARINGS 9 12/20/2010 STAFF REPORTS City Attorney 28. Overview briefing of City Charter (See Attached) All Wards ' MOTION: That the briefing be received and filed. City Manager 29. Review of the e-Civis Grants Network software (See Attached) MOTION: That should the Mayor and Common Council desire to purchase ' the eCivis software, that option one be selected, which includes the purchase of all three components of eCivis and the funding of the grants coordinator position, and direct the City Manager to take actions necessary to implement the selected option, including authorizing the Director of Finance to amend the budget as ' appropriate. City Manager 1 30. City of San Bernardino Proposed FY 2011-12 Federal Legislative Priorities and Program Nominations (See Attached) ' MOTION: That the recommended Federal Legislative Priorities and Project Nominations be approved and that any additional projects be considered for inclusion as requested by the Mayor and Common Council. 1 31. Item deleted. ' END OF STAFF REPORTS ' COMMUNITY DEVELOPMENT COMMISSION TO BE HEARD AT 4:30 P.M. CONTINUED FROM DECEMBER 6 2010 R32. Joint Public Hearing - Merged Area A - 2010 Merged, Amended and Restated Redevelopment Plan and Program EIR (Central City North, Southeast Industrial Park, Tri-City, South Valle, Meadowbrook/Central City, Central City South and Central City East Redevelopment Project Areas). (EIR available at http://www.sbrda.org/edProjectMerger.html ) (No backup distributed on October 4, 2010, Item No. R30; item continued to November 1, 2010, Item No. R33; item continued from December 6, 2010, Item No. R23.) Wards 1 & 3 1! (Item Continued on Next Page) 10 12120/2010 R32. Continued. 1 (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino certifying the Final Program Environmental Impact Report for the Merged, Amended and Restated Redevelopment Plan for the San Bernardino merged Redevelopment Project Area A for the proposed merger of the Central ' City North, Southeast Industrial Park, Tri-City, South Valle, Meadowbrook/Central City, Central City South and Central City East Redevelopment Project Areas; making findings pursuant to the California Environmental Quality Act; adopting a Mitigation Monitoring Program; and adopting a Statement of Overriding Considerations. The hearing remains open... MOTION: That the hearing be closed; and that said resolution be adopted. Recommended for approval at the Redevelopment Committee meeting on 1 September 9, 2010 - Committee Members Present: Johnson, Brinker Marquez R33. Redevelopment Agency of the City of San Bernardino Policy regarding Freeway ' Oriented Electronic Message Signs (See Attached) All Wards ' (Community Development 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 implement the proposed policy regarding Freeway Oriented Electronic Message Signs. ' MOTION: That said resolution be adopted. Recommended for approval at the Redevelopment Committee meeting on ' November 18, 2010 - Committee Members Present: Johnson, Brinker, Marquez R34. Transfer of Bond Reserves Asset Management Services to Citizens Trust (See 1' Attached) All Wards (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing the Redevelopment Agency of the City of San Bernardino to transfer Bond Reserves Asset Management Services to Citizens Trust. t, MOTION: That said resolution be adopted. 11 12/20/2010 ' Recommended for approval at the Redevelopment Committee on November 182 2010 - Committee Members Present: Johnson Brinker Marquez R35. Weka, Inc. — Approval of final Change Order No. 2, Release of Retention, Filing and Recordation of Notice of Completion for Public Works Construction Contract with Weka, Inc., for the Relocation and Construction of the Sanitary Sewer Line for the State Courthouse Project (Central City East Redevelopment Project Area) (See Attached) Ward 1 ' (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino approving the final Change Order, Release of Retention and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute, file, and cause to have recorded the Notice of Completion for the Public Works Construction Contract by and between the Agency and Weka, Inc. (Central City East Redevelopment Project Area) ' MOTION: That said resolution be adopted. ' Recommended for approval at the Redevelopment Committee on December 92 2010 — Committee Members Present: Johnson Brinker Marquez R36. Owner Participation Agreement with University Park Promenade and Shops, ' LLC and the Redevelopment Agency of the City of San Bernardino (State College Redevelopment Project Area) (See Attached) Ward 5 ' (Community Development 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 a Property Owner Participation Agreement by and between the Agency and University Park Promenade and Shops, LLC ("Participant"), for the installation ' of public improvements in the public rights-of-way of Northpark Boulevard and University Parkway located within the State College Redevelopment Project Area. MOTION: That said resolution be adopted. Recommended for approval at the Redevelopment Committee on December 92 2010 — Committee Members Present: Johnson Brinker, Marquez R37. Resolution of the Community Development Commission. of the City of San ' Bernardino adopting an amended Conflict of Interest Code and rescinding Resolution No. CDC/2008-37. (See Attached) MOTION: That said resolution be adopted. END OF COMMUNITY DEVELOPMENT COMMISSION 12 12/20/2010 City Attorney 38. Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the first amendment to the Lease Agreement with the YMCA of the East Valley originally authorized by Resolution No. 2005-222. (See Attached) MOTION: That said resolution be adopted, City Attorney 39. Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the execution of a Professional Services Agreement between Mundell, Odlum & Haws and the City of San Bernardino in the case of San Bernardino City Professional Firefighters; Brian Crowell; and Byron Kuhn v. Ciry of San Bernardino; San Bernardino City Civil Service Board; San Bernardino Fire Department; Fire Chief Michael Conrad; Does 1-10, inclusive. ' (See Attached) All Wards MOTION: That said resolution be adopted. 40. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA: A three-minute limitation shall apply to each member of the public who wishes to address the ' Mayor and Common Council/Community Development Commission on a matter not on the agenda. No member of the public shall be permitted to "share" his/her three minutes with any other member of the public. (Usually any items ' heard under this heading are referred to staff for further study, research, completion and/or future Council/Commission action.) 41. Adjournment. MOTION: That the meeting be adjourned. ' NOTE: The next joint regular meeting of the Mayor and Common Council/Community Development Commission is scheduled for 1:30 t! p.m., Monday, January 10, 2011, in the Council Chambers of City Hall, 300 North "D" Street, San Bernardino, California. 13 12/20/2010 r rNOTICE: Any member of the public may address this meeting of the Mayor and Common Council/Community Development Commission 9n any item appearing on the agenda by approaching the microphone in the Council Chambers when the item about r: w ich the member desires to speak is called and by asking to be recognized. ' Any member of the public desiring to speak to the Mayor and Common r' Council/Community Development Commission concerning any matter not on the agenda but which is within the subject matter jurisdiction of the Mayor and Common Council/Community Development Commission, may address the body at the end of the meeting, during the period reserved for public comments. Said total period for public comments shall not exceed forty-five (45) minutes, unless such time limit is extended rby the Mayor and Common Council/Community Development Commission. A three minute limitation shall apply to each member of the public, unless such time limit is extended by the Mayor and Common Council/Communit eve o ment Commission. ' No member of the pu—B tc shall permitted be to "share" his/her three minutes with any other member of the public. _ r The Mayor and Common Council/Community Development Commission may refer any item raised by the public to staff, or to any commission, board, bureau, or committee for appropriate action or have the item placed on the next agenda of the Mayor and Common Council/Community Development Commission. However, no other action shall be taken nor discussion held by the Mayor and Common Council/Community Development Commission on any item which does not appear on the agenda unless the r action is otherwise authorized in accordance with the provisions of subdivision (b) of Section 54954.2 of the Government Code. r. Public comments will not be received on any item on the agenda when a public hearing has been conducted and closed. r r r r r r r �. 14 12/20/2010 i CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY Request for Copies of Public Documents ' Name Date: z v Company: ��_...c e - :3 e m, /&_Address y 40+' AIZ e / Q � ' Phone No.' 4091 �Pfi!-l.S7 ' DOCUMENT REQUESTED In order to assist you in your selection at material requested, please describe with as much detail as possible the nature of your request. /Z -�-/D +�- 4-x-i -) ,G-yS 1*NC �2 .Z6 �C z7 lk Signature of Requester ffiffi� 11// OFFICE USE ONLY R The document(s)requested as listed above are approved/disapproved for reproduction and dissemination at Sjd(per page. 1" '39 bAt t b-V- Date: 1�10 Executive Director: Reason for disapproval: , 5 Copies of the following documents can be provided at S.Y6Q per page without additional approval: - Adopted: Resolutions, Disposition Agreements, Lease Agre m nts, Owner Participation Agreements, Budgets, Filed Court Actions, Past nnUal Reports, Past Minutes, Past Agenda Material, Redevelopment EIRS, Prod ct aps, Grantee Performance Reports. Total Number of Copies: J 0) dt Per Page T TAL CHARGE: f �3 o Signature of Staff Person Providing Copies: / - One copy of the following can be provided at no charge: R27 C(0 N,) First five pages of current agenda. (Handouts for the general public can be given outcS without limit until all copies are gone) Note: Normally a requested document can be obtained the day of its request, however, under some circumstances the Agency has ten (10) days to determine practicability of the request pursuant to Section 6256(c) of the Public Records Act, or to determine if record(s) requested is exempt pursuant to Section 6254 of Said Act. Oper: CM1LL Type: yO�C Drawer: 1 CITY OF SAN BERNARDINO Date: 12/03/10 09 BJ yl l �/ �1 SF MISCELLANEOUS CASH RECEIPT Mtsc SHORT et 1F I J4 Tran Nousber: 587 CIT CA CASH 121.00 s d e: 102110 Time: 15:31:44 1 Date: . � Received From: The Sum of � Q 1 ACCOUNT NO. AMOUNT For: ��-030— �} i 13 3 & rD i , 3s = 3S 1 e artment: Total J DISTRIBUTION. Whde-Customer, Canary-Cashier;Pink-Depanme Goldenrod-Dept. Numeric Control , L De,-: >eALi1 :ype: UL' %rawer: CIr; OF SAN BERNARDINO &��pye 304227 if ^tioC �hL71 MISCELLANEOUS CASH RECEIPT aNyotber: d%33e6 s -a': J2riu free: 0j:44 Date: ,� Received From: l�f� jr d JAS The Sum of ACCOUNT NO. AMOUNT For Aac dA� U 2 B Total S .Z artment J(J DIS RIBUTIO : Whft -Customer, nary-Cashier; Pink-Depart Godenrod-Dept.Numeric Control Y 3 � '� b •c7 p•d C`y gN«' � {i'•a Y 0 800 co E r v wa a °a vm � a Y yy vgE3a � � � Elm omo � � e 13 E �a, a a I�pyy y uwA (G POE °y Y �qp G E� ya C« CL 8 � 3�oi.G vv mC mLv •`s 'brav x,E y 3 v b C a> q Y v vb a� A v a G� 0a E � " Pa� vvvaia �y �I 0av ° N r 0 c o p If A` v 7 E uj g °a Y 4 v a t 3 .s .,gym a Lu > NQ o c v O .� ., o $ � ^�. a s A�• r ¢ � Y gyyy� d gC Ln OM2 LLJ z 9d i�11 Q 9 4,9 Al2 • THURSDAY, November 25, 2010 SAN BERNARDINO COUNTY I STORY FBI Carousel Mall plan I s scull ed HALTED: San Bernardino -- t lab and juvenile hall,but no County puts its specifie sum fora govern- ` ►� ment center. government center on hold T� q� The county has about and won't bu the mall 17,000 employees, with as y many as 8,000 working in ; BYIMRAN GHORI various locations in San Ber- THE PRESS-ENnNPRISE nardino, the county seat I San Bernardino County County officials have long 1 has suspended planning for sought a way to consolidate a new county government those workers downtown. center and is no longer try- Initially, the county con- ing to purchase the Carousel sidered expanding at its cur- Mall in downtown San Ber- 4. iw `4i rent location on Arrowhead nardino for that purpose. "`' Boulevard with a project 1 "The countyjust has other t ` that involved renovating the priorities right now,"county 20WME PflO-ENPEAPRISE existing government center spokesman David Wert said San Bernardino County had bean in discussions to purchase and demolishing other near- 1 Wednesday. Carousel Mali as a site for its new government center. by county buildings.But'Off- The The county began discus cials discovered that some sions to purchase the nearly was made,because no board deficit next year and must buildings that would have 1-million-square-foot mall vote was taken,Wert said also figure out how to deal been torn down are tied up last year as a possible loca- With the county's finances with a $100 million increase as collateral in a 1990s fi- . + tion for a new government worsening over the last year, in pension costs over the nancingdeal. center. the project is not feasible next five years. San Bernardino city offs- + The owners of the mall right now, Supervisor Neil The county began discuss- cials had welcomed the pro- were notified by the county Derry said. ing the need for a new posal to build the govern- '° in April that the county was Supervisors had to ml an government center four ment center at the mall, discontinuing negotiations $89 million shortfall in the years ago,saying at the time saying it could be an impor- + to purchase the property, current fiscal year budget 'that they intended to set tant component in its efforts Wert said. County officials due to declining property aside $20 million a year for to revitalize downtown. did not make any public and sales taxes. The project.the spend- ect.p p Derry said the mall is an . comments about the negoti- ing plan included cuts to Wert said the county has excellent location that could + ations, which were handled several departments and 85 set aside $24 million a year still be considered later. in closed session, until this employee layoffs. for all capital projects, in- "I'm hopeful in the future, week. Wert said the county is eluding a recently opened if it's still available,the coun- No formal announcement facing a possible$,90 minion Ifigh Desert center, crime ty can pursue that,"he said. THuBsnAY, NovEmBBA 25, 2010 Defic*it Idlis i mail projed County's finances end pursuit of site By James Rufus Koren He said the county was looking at and Joe Nelson all options, from purchasing the Staff Writers entire chunk of mall property to just Just last year, San Bernardino a portion of it to build a government County leaders were seriously consid- center. ering purchasing all or part of San Supervisor Josie Gonzales said Bernardino's half-vacant Carousel when Devereaux was hired—he took Mall and using the land for a new over as CAO in February— the board county government center. asked him to look into the viability of But that won't be happening, at moving forward with the government least not anytime soon. In April, center project county leaders told the mall's main Not long after, Devereaux said he 1A made the board aware of the county's owners, Lynwood-based developer Placo San Bernardino LLC, that the dismal fiscal state:It had been operat- county was no longer interested in ing on a$90 million deficit two years the property, county spokesman in a row,and dire predictions of staff- ing cuts and department consolida- David vid Wert Officer tions became a reality. Those cuts County 1r G and consolidations mean the county Greg Devereaux said that when the B doesn't need more space and won't Board of Supervisors was aggres- ' sively pursuing purchase of the mall for several years, Devereaux said. property last year, it was using out- The decision was made a dated estimates of the county's space after the a county failed to negotiate a and staffing needs and overly rosy price with Placo San Bernardino LLC, projections of the county's finances. Wert said. ' County staff "I would characterize it as the ff consulted with the Board of Supervisors, and the deci- board wanted to take a strong look at it, and they were led to believe we sion was ultimately made to scrap the needed the additional space;" project, which Is now dead in the Devereaux said. 'They were also Is water, Wert sad. to believe our financial condition was ja u. katm.nhndmftgapttsso,a much better than it was:' 909.386-3826 w CITY OF SAN BERNARDINO !� ECONOMIC DEVELOPMENT AGENCY ' FROM: Emil A.Marzullo SUBJECT: Joint Public Hearing: Merged Area A - 2010 Interim Executive Director Merged,Amended and Restated Redevelopment Plan and Program EIR (Central City North, Southeast 'Industrial Par r- i , ou DATE: November 30,2010 Valle,Mesdowbrook/Central City,Central City South and Central City East Redevelopment Project Areas) Synopsis of Previous Commission/Council/Committee Action(s) On April 19, 2010, the Community Development Commission of the City of San Bernardino ("Commission') adopted Resolution No. CDC/2010-21: 1) approving the Preliminary Report for the proposed 2010 Merged Plan and authorizing its ., transmission to each affected taxing entity;and 2)referring the proposed 2010 Merged Plan to the Planning Commission of the City of San Bernardino for its report and recommendation (Central City North, Southeast Industrial Park,Tri-City, South Valle, .. Meadowbrook/Central City,Central City South and Central City East Redevelopment Project Areas-"Merged Area A"). Recommended Motion(s): Open Joint Public Hearing on EIR and Merged Area A Close Joint Public Hearing ' (Community Development Commission/Mayor and Common Council) Resolution of the Community Development Commission of the City of San Bernardino certifying the final Pro rfam Environmental Impact Re ort for the Merged, Amended and Restated Redevelopment Plan for the San Bemardin ' merged Redeye opment Project Area A or a proposed merger of the Centra City North, Southeast Industrial Park, Tri-City, South Valle, Meadowbrook/Central City, Central City South and Central City East Redevelopment Project Areas; making findings pursuant to the California Environmental Quality Act; adopting a mitigation monitoring and ' reporting program;and adopting a statement of overriding considerations - Contact Person(s): Mike Trout Phone: (9 9)663-1044 ' CCN, SEIP,TRI, SV,MCC,CCS and Project Area(s): CCE Ward(s): 14 and 3`a Supporting Data Attached: 0 Staff Report 0 Resolution(s)O Agreement(s)/Contract(s) Previously Funding Requirements: Amount: S Approved Source: Tax Increment Budget Authority: FY 2010-2011 Budget Signature: Fiscal Review: i ' Emil A. arzullo, n erim Executive Director Lori P. ille ter' of . ancial Officer i - -------—--- Commission/Council Notes:tes: - --- -------- --- -- -- - --- P:Lk9eM&.\C>mmD vCo=6 on\CDC2U]mil-W10Magedn AJomNblicHeuii sacon%dw — COMMISSION MEETING AGENDA ' Meeting Date: 12/06/2010 nno Economic Development Agency Staff Report Joint Public Hearing - Merged Area A t Merged,Amended and Restated Redevelopment Plan & Program EIR December 6, 2010 ------------------------------------------------------------------------------------------------------------------------ ' Synopsis of Previous Commission/Councit/Committee Action(s): On August 16 2010 the Community adopted Resolution No. CDC/2010-46 a ontinc the Report to vl Iayor_and Common Council ("Report") and transmitting the Report to the Mayor and d Co 0 L Council of the City—of-San Bernardino ("Common Council") for the proposed Merged Area A. Additionally, the Commission adopted Resolution No. CDC/2010-47 setting a date and time, October 4, 2010 at 4:30 m for a public h o c a proposed 2010 Mer ed Plan for Merged Area A and Certification of a Program Environmental Impact Report. On August 16, 2010, the Common Council adopted Resolution 2010-288 receiving the Report from e Co mmission. Additionally, the Common Council adopted Resolution No. 2010-289 setting a date and time, October 4, 2010, at 4:30pm for a public hearing to consider the proposed 2010 Merged Pan or erge ems^ On October 4, 2010, the Common Council and Commission continued the joint public hearing to November 1, 2010. On November 1, 2010, the Common Council and Commission continued the joint public hearing to December 6, 2010. 1 P-AAS,.&AC...DwC..iui..TDC 201M12.%-10M.,gd Ma A Joint Public Hev.g SR Cony dw COMMISSION MEETING AGENDA Meeting Date: 12/06/2010 —k21)-2� ' ECONOMIC DEVELOPMENT AGENCY ' -- STAFF REPORT -- JOINT PUBLIC HEARING: MERGED AREA A— ' 2010 MERGED,AMENDED AND RESTATED REDEVELOPMENT PLAN AND PROGRAM EIR(CENTRAL CITY NORTH, SOUTHEAST INDUSTRIL PARK,TRI-CITY, SOUTH VALLE,MEADOWBROOK/CENTRAL ' CITY,CENTRAL CITY SOUTH AND CENTRAL CITY EAST REDEVELOPMENT PROJECT AREAS) BACKGROUND: The Central City North Redevelopment Project Area was adopted in 1973. Southeast Industrial Park was * adopted in 1976. Tri-City was adopted in 1983. South Valle was adopted 1984. Meadowbrook was adopted in 1958. Central City was adopted in 1965. Central City South and Central City East were adopted in 1976. Each of these project areas have/had different dates for project expiration, incurring debt,eminent domain, receiving ' tax increment and paying debt. Additionally, each project area has different limits on the amount of tax increment that can be received and debt that can be accumulated. Collectively, the above mentioned redevelopment project areas shall be referred to as the Project Areas and/or Merged Area A (the "Project ' Areas"and/or"Merged Area A"). As a result, some Project Areas: (1)do not have sufficient tax increment to assist in financing projects;(2)can ' no longer incur debt resulting in the Agency's inability to partner with developers that need Agency financial assistance; and (3) are approaching or have approached the cap on tax increment that can be received to assist in needed projects. ' Merger of redevelopment project areas is desirable if the merger results in substantial benefit to the public and if the merger contributes to the revitalization of blighted areas through increased economic vitality of those areas and through increased and improved housing opportunities in or near such areas. Merger of redevelopment project areas allows the Redevelopment Agency of the City of San Bernardino (the "Agency") the flexibility to direct redevelopment funds to the areas, projects and programs most in need. Sections 33485 through 33489 of the California Community Redevelopment Law (the "CRL") deal with the financial merger ' of project areas. On August 3, 2009, the Community Development Commission of the City of San Bernardino (the "Commission") adopted Resolution No. CDC/2009-41 approving an agreement between the Agency and Rosenow Spevacek Group(the "RSG") for the preparation of merger and amendment documents. ' On August 3, 2009, the Commission adopted Resolution No. CDC/2009-42 approving an agreement with RBF Consulting (the "RBF") for the preparation of a Program Environmental Impact Report (the "Program EIR"). A Program EIR is required in order for the Agency to merge the Project Areas. ' On November 24, 2009,notice was published in the San Bernardino SUN newspaper informing the public that the Initial Study was available for review and that a scoping meeting would occur on December 9, 2009 ' where the public would have the opportunity to prove a input on the preparation o e rogram EIR for the proposed Merged Area A. On December 9, 2009, Agency staff and RBF conducted a public sco in meeting to obtain input from members of the community concerning preparation of the Program EIR for the propose Merge rea A. P1A9.&$T*.D vCo..iW.WW201ffi124&10M"W A Alden Publk Xauiig SRC.I.dx COMMISSION MEETING AGENDA ' Meeting Date: 12/06/2010 m n h t ' Economic Development Agency Staff Report Joint Public Hearing-Merged Area A Merged, Amended and Restated Redevelopment Plan &Program EIR ' Page 2 ' On April 15, 2010, informational notices concerning the proposed Merged Area A were mailed, via first class postage, to all property owners, business owners, residents, tenants informing them that there would be a community meeting, in the near future, to discuss the proposed Merged Area A. On April 19, 2010, the Commission adopted Resolution No. CDC/2010-21 wherein the Commission: (1) approved the Preliminary Report for the proposed Merged, Amended and Restated Redevelopment Plan for ' the San Bernardino Merged Redevelopment Project Area A (the "2010 Merged Plan") for the proposed Merged Area A; and (2) referred the proposed 2010 Merged Plan to the Planning Commission of the City of San Bernardino (the "Planning Commission') for its report and recommendation concerning conformance to the General Plan of the City of San Bernardino(the "General Plan'). On April, 26, 2010,Agency staff and RSG conducted a community informational meeting, in the City Council Chambers, to provide an opportunity for residents and community organizations to comment on the ' Preliminary Report and other proposed 2010 Merged Plan activities for the proposed Merged Area A. On May 5, 2010, the Preliminary Report was transmitted to the State Department of Finance, Department of Housing and Community Development, local officials and affected taxing agencies providing them an opportunity to study and comment on the proposed 2010 Merged Plan. On June 23, 2010, the Planning Commission made a finding that the proposed 2010 Merged Plan is in conformance wrth; t Gene nar an. On August 16,2010,the Commission adopted Resolution No. CDC/2010-46 adopting the Report to the Mayor and Common Council (the "Report") and transmitting the Report to the Mayor and Common Council (the "Common Council'). Additionally, the Commission adopted Resolution No. CDC/2010-47 setting a date for a Joint Public Hearing, with the Common Council, to consider certifying the final Program EIR and adoption of the proposed 2010 Merged Plan for Merged Area A. On August 16, 2010, the Common Council adopted Resolution No. 2010-288 receiving the Report from the Commission. ltlonally, the Common Council adopted Resolution No. 2010-289 setting a date for a Joint Public Hearing, with the Commission, to consider certifying the final Program EIR and adoption of the proposed 2010 Merged Plan for Merged Area On August 18, 2010, informational notices for the October 4, 2010, Joint Public Hearing, concerning the adoption of the proposed Merged Area A and certification of the final Program EIR were mailed, via first class postage, to all property owners, business owners, residents, tenants and community organizations. The notice specified the date,time and location of the Joint Public Hearing 1 On August 25, 2010 the Planning Commission made the following recommendations to the Common Council and the Commission: l) Certify the final Program EIR for the propose Merged, Amended an es e Redevelopment Plan for the proposed Merged Area A; 2) Adopt the Mitigation Monitoring and Report Program (the "MMRP"); and 3) Find that the proposed 2010 Merged, Amended and Restated Redevelopment Plan for proposed Merged Area A to be inconforniity with the General Plan. PoAgeMu�C000n Dv COmmiarion\MC 101043-0&10 Merged A.A loin,NUcHUmy SR Cony doc COMMISSION MEETING AGENDA ' Meeting Date: 12/06/2010 V19 � i ' Economic Development Agency Staff Report Joint Public Hearing-Merged Area A Merged, Amended and Restated Redevelopment Plan &Program EIR Page 3 On August 30, 2010, Agency staff sent a notice for the Joint Public Hearing to be published in the San Bernardino SUN newspaper. The Notice for the Joint Public Hearing was published in the SUN newspaper on 916, 9/13,9/20 and 9/27. CURRENT ISSUE: Within the Report a section was prepared, in accordance with Sections 33333.11 and 33352 of the CRL,which i deals with the issue of remaining blight within the proposed Merged Area A. Below, are extracts from Section A, "Description of Remaining Blight", of the Report that deals with the issue of remaining blight.—The following descriptions contain the necessary elements to be addressed in the scope of the Proposed Merged ' Area A, the contents of the various additional issues to be addressed in the amendment process, including the tax increment revenue and redevelopment plan limitations, redevelopment plan term extensions and the issues relating to the Final EIR iDescription of Remaining Blight i Pursuant to Sections 33354.6, 33333.10 and 33486 of the CRL, findings of significant remaining blight in the proposed Merged Area A must be made prior to the final adoption of the proposed 2010 Merged Plan. Prior to discussing the findings of remaining blight within the Proposed Merged Area A,a brief discussion is presented ibelow on the demographics of the proposed Merged Area A. 7 4j9 yLz As outlined in Table A-I of the Report and based of 2009 atistics, the proposed Merged Area A contains: 1) 6.4%of the total acreage of the Ci • 2 3.5%of the to Ci population; 3 4.1%of all hQuLeholds within the City; and 4)a median household income of$19,962 which is only 52%of the ity's and 37%of the Count's med Nan—h—ouseh—oTTiEcome. iAs outlined in Table A-2 of the Report,civilian unemployed for the proposed Merged Area A is 22.5% as compared to 19.4% for the City and 15.7% for the County. The percent of those living below the poverty level in the proposed Merged Area A is 38.4%and compared to 23.5%for the City and 13.5% for the County. ' As outlined in Table A-3 of the Report, for those residents of the proposed Merged Area A 25 years of age and over, 44.1% have no High School degree versus 35.1 % for the City and 25.8% for the County. Those i residents within the proposed Merged Area A having a High School degree are 46.5% as compared to 53.3% for the City and 58.3% for the County. And as far as a Bachelor's Degree or higher only 9.4%of the residents in the proposed Merged Area A have a Bachelor's Degree or higher as compared to 11.6% for the City and i15.9% for the County. Sections 33030 through 33039 of the CRL describe the conditions that constitute blight in a redevelopment i project area. The Ordinance adopting the 2010 Merged Plan will contain the necessary findings when presented to the Common Council at a later date that both (1) significant blight remains within the proposed Merged Area A and (2)the blight cannot be eliminated without the adoption of the 2010 Merged Plan. ' Section 33030 of the CRL defines a blighted area as on that are which contains both of the following: ' 1. An area that is predominantly urbanized and is an area in which the combination of physical and economic blight conditions is so prevalent and so substantial that it causes a reduction of, or lack ' P:USend-AComal CommiuuonNCDC20IM12 10 Mated Ara Aloim Public HcuiesSKCon1.doc COMMISSION MEETING AGENDA Meeting Date: 12/06/2010 Economic Development Agency Staff Report Joint Public Hearing-Merged Area A Merged, Amended and Restated Redevelopment Plan &Program EIR Page 4 of, proper utilization of the area to such an extent that it constitutes a serious physical and economic burden on the community that cannot reasonably be expected to be revered or alleviated by private enterprise or governmental action, or both, without redevelopment. 2. An area characterized by one or more physical conditions of blight and one or more economic conditions of blight as set for in subdivisions (a) and(b)of Section 33031 of the CRL. A blighted area that meets the conditions above can also be characterized by the existence of inadequate public improvements. Urbanization —The Report finds that approximately 80.7% of the area of proposed Merged Area A is developed with urban uses, and the vacant parcels(comprising 19.4%of the total area of the proposed Merged Area A) are an integral part of an area developed for urban uses. Facts in support of this finding can be found in Table A-4 of the Report. Additionally, Exhibits - - and A-3 of the Report are maps of the nr000sed ' Merged Area A that illustrates the portions- the proposed Merced Area A that are developed and the portions that remain vacant. The exhibits also illustrate that the vacant parcels are surrounded by urban uses. Physical Blight — The Report finds that physical blighting conditions remaining within the proposed Merged Area A include: unsafe and unhealthy buildings; dilapidation and deterioration; faulty or inadequate sewer and water utilities; construction vulnerable to seismic or geologic hazards; under-sized parcels hindering ' the viable use or capacity of lots and buildings; and under-sized lots that are in multiple ownership. a. Unsafe and Unhealthy Building — Facts in support of the finding can be found on pages 31 through page 40 of the Report. b. Dilapidation and Deterioration—Facts in support of the finding can found on pages 41 through 52 of the Report. c. Inadequate sewer and water facilities — Facts in support of the finding can be found on pages 53 through 56 of the Report. d. Construction Vulnerable to Seismic or Geologic Hazards— Facts in support of the finding can ' be found on pages 56 through 61 of the Report. e. Under-Sized Parcels Hindering the Viable Use or Capacity of Lots and Buildings — Facts in support of the finding can found on pages 62 through 81 of the Report. f Under-Sized Lots that are in Multiple Ownership—Facts in support of the finding can be found on pages 81 through 84 of the Report. Economic Blight—The Report finds that economic blighting conditions remaining within the proposed Merged Area A include: depreciated or stagnant property values; impaired property values due to hazardous waste sites; low lease rates and high vacancies; excessive number of bars, liquor stores, adult-oriented businesses or selling establishments; and high crimes rates. a. Depreciated or Stagnant Property Values — Facts in support of the finding can be found on ' pages 91 through 94 of the Report. b. Impaired property values due to Hazardous Waste Sites—Facts in support of the finding can be found on pages 94 through 102 of the Report. c. Low Lease Rates and High Vacancies —Facts in support of the finding can be found on pages 102 through 106 of the Report. P:AWd.,\CnmmDnCommu„ioMCDC20IM12- 10M>Sed&aMoIn,nmrcH..dng saconUm COMMISSION MEETING AGENDA Meeting Date: 12/06/2010 0 1 A Economic Development Agency Staff Report ' Joint Public Hearing-Merged Area A Merged, Amended and Restated Redevelopment Plan &Program EIR ' Page 5 d. Excessive number of Bars,Liquor Stores,Adult-Oriented Businesses or Selling Establishments —Facts in support of the finding can be found on pages 107 through 110 of the Report. e. High Crime Rates—Facts in support of the finding can be found on pages�I I I through 115 of the Report. ' Since March 2009, in accordance with the CRL, the gency has been pursuing the goal of merging various redevelopment proiect areas, for financial purooses to create_the proposed Merged Area A. Conditions of blight which existed at the time of the adoption of each of the Project Areas respective Redevelopment Plans ' were extensive and substantial. Many of those conditions of blight continue today and are an impediment to the development/redevelopment of the proposed Merged Area A. In order to more fully combat the remaining blight throughout the proposed Merged Area A the Agency proposes to undertake several actions: 1. Merge the seven (7)Project Areas and develop a single merged, amended and restated redevelopment plan for the Project Areas that will comprise the proposed Merged Area A. 2. Combine the individual Project Areas tax increment revenue limits and increase the total.amo nt of tax increment revenue that can be accumulated for t e proRosed Mer ed Area A. 3. Combine the individual Project Areas bond debt limits and increase the total amount of bonded ' indebtedness that can be accumulated for the proposed Merged Area A. 4. Extend the effectiveness of the Central City North and Meadowbrook/Central City Redevelopment Project Area by ten (10)years each. ' S. Add an updated public improvements project list to the proposed 2010 Merged Plan. C endment To Increase The Tax Increment Revenue and Bonded Debt Limitation Section 33354.6(a) of the CRL sets forth that when a redevelopment agency proposes a redevelopment plan amendment to increase the limitation on the number of dollars to be allocated to the project area, or the amount of bonded indebtedness that can be outstanding at any one time, the agency shall follow the same procedure, and the legislative body (the Common Council in this instance) is subject to the same restrictions, as when adopting a new redevelopment plan. ' Furthermore, CRL Section 33354.6(b) specifies that when an agency proposes such amendments, it shall describe and identify the following in the amendment documents: the remaining blight within the relevant project area; the portions, if any, that are no longer blighted; the projects that are required to be completed to eradicate the remaining blight; and the relationship between the costs of these projects and the amount of increase in the limitation on the number of dollars to be allocated to the agency. The ordinance adopting such an amendment must contain findings that both (1) significant blight remains within the relevant project area and (2) the blight cannot be eliminated without the establishment of additional debt and the increase in the limitation on the num emirs to be allocated to the redeve opment agency. ' The Agency is proposing single cumulative limits for both the tax increment revenue limitation and the bonded indebtedness limitation for the proposed Merger Area A. The chart below illustrates the current and proposed tax increment revenue and bonded indebtedness limitations that will be included in the 2010 Merged ' Plan if adopted: i P:1A8e nd uACommD.vCnmmi,,ionlCDC2010U2-0 10 M.pd N.A him P.M,Hu ,SR C.nt d. COMMISSION MEETING AGENDA Meeting Date: 12/06/2010 I7 '7'-_' Economic Development Agency Staff Report Joint Public Hearing-Merged Area A Merged, Amended and Restated Redevelopment Plan &Program EIR Page 6 • Current and Proposed Bonded Debt Limit and Tax Increment Revenue Cap ' (Current Limits for Individual Project Areas) Proiect Area Bonded Debt Limit Limit on Receiving Tax Increment Revenues ' Central City North $40,000,000 1.75 x Annual Maximum Debt Service Southeast Industrial Park $60,000,000 1.75 x Annual Maximum Debt Service Tri-City $ 18,000,000 $60,000,000 t South Valle $ 14,000,000 1.75 x Annual Maximum Debt Service Meadowbrook/Central City $50,000,000 1.75 x Annual Maximum Debt Service Central City South $30,000,000 1.75 x Annual Maximum Debt Service Central City East $25,000.000 1.75 x Annual Maximum Debt Service ' $237,000,000 $443,250,000 (Proposed Cumulative Limits) ' Proiect Area Bonded Debt Limit Limit on Receivine Tax Increment Revenues Merged Area A $327,000,000 $2,500,000,000 ' Amendment To Add Public Improvement Projects To Merged Plan Under Section 33354.6 of the CRL, the legislative body (i.e., the Common Council) may amend a redevelopment plan to add significant capital improvement projects as determined by the redevelopment agency. To add such capital improvement project, any agency must follow the same procedure as adopting a new redevelopment plan. The Agency is both amending the capital project lists for the individual Project Areas into one merged list, as well as adding new capital project s for the proposed Merged Area A. The capital projects list can be found as Exhibit"C" in the proposed 2010 Merged Plan. Amendment To Extend The Effectiveness And Tenn To Receive Tax Increment Revenue By 10 Years The Agency seeks to pursue the extension of the effectiveness of the Central Cif North and Meadowbrook/Central City Redevelopment Project Areas. These two project areas will reach heir effectiveness time limit in the near future. After the e ectiveness limits are reached, implementation activities (except for inclusionary housing) within these two project areas must cease and funds can only be spent on administering debt associated with these two project areas. Therefore, the Agency seeks to pursue an amendment to extend for ten (10) years the effectiveness and time period to receive tax increment revenue for these two project areas. This amendment will further the Agency's ability to financially support needed redevelopment projects and programs in Merged Area A. The chart below illustrates the current and proposed i effectiveness and tax increment revenue time limitations in the Central City North and Meadowbrook/Central City Redevelopment Project Areas: Effectiveness of Plan Last Date to Receive Tax Increment Project Area Current Proposed Current Proposed Central City North August 6, 2016 August 6, 2026 August 6,2026 August 6, 2036 Meadowbrook/Central City May 3, 2019 May 3, 2029 May 3, 2029 May 3, 2039 --------- -- ---------------- ------------------- ---- P:Ugendu%CommDhCommissionTW20IM12-WIOMagedAmAJoiwPobkliearirySRCoMdm COMMISSION MEETING AGENDA t Meeting Date: 12/0612010 D /7 2 1 Economic Development Agency Staff Report ' Joint Public Hearing-Merged Area A Merged, Amended and Restated Redevelopment Plan &Program EIR Page 7 ' Pursuant to Section 33333.10 of the CRL, the Common Council must make findings that significant blight remains in these two (2) project areas that cannot be eliminated without extending the effectiveness of the t redevelopment plan and the limit to receive tax increment revenue. The 10-year amendment would require the Agency to follow the same procedure required to adopt a new redevelopment project area, and adhere to the additional requirements prescribed by the CRL to complete this particular type of amendment. Significant ' blight does not have to be prevalent throughout, though tax increment may only be spent in areas where blighting conditions are identified or where non-blighted parcels are deemed necessary and essential to the effective redevelopment of the blighted parcels. An important outcome of the 10-year amendment is the requirement that, commencing with the first fiscal year after the amendment is adopted, these two (2) proiect areas must deposit a total of 30% (a 10% increase) ' of the tax increment revenue received (from these two 2 project areas into the Agency Low and Moderate Income Housing Fun (the "Housing Fund"). The requirement limiting where t e ia;pincremenf revenue funds may be spent after the 10-year amendment(t.e., to eliminate blight as previously identified)does not similarly ' limit expenditures from the Housing Fund but permits the continuation of Housing Fund ex enditures to be _ made on a communi -wide basis. �6L�.,. .;� �n.,,G "s..� u+� Additionally, the CRL contains a list of other requirements that must be met for�th Agency to extend ' effectiveness and tax increment time limitations for the Central City North and Meadowbrook/Central City Redevelopment Project Areas. The Common Council must not only make the required findings of blight noted above, but prior to the Common Council's consideration of the amendment ordinance, the Commission must adopt a resolution that makes the following findings: • The community has an adopted housing element certified by the California State Department of ' Housing and Community Development; • The Agency has not been in major violation of the State Controller's annual reporting for the past three (3)fiscal years; and ' • The Agency has written a request to and received a response from the California State Department of Housing and Community Development stating that the Agency does not have an excess surplus in its Housing Fund. ' It is anticipated that the Common Council will adopt an updated housing element and receive certification from the California State Department of Housing and Community Development in the 2nd quarter of 2011. ' Therefore, the Commission can take no final action on the Resolution regarding the approval of the proposed Merged Area A nor can the Common Council adopt the necessary Ordinance until such time as this certificate has been received after the Common Council has taken all requisite actions in early 2011. ' ProjectProject Merl ger ' Section 33485 of the CRL states that "Mergers of project areas are desirable as a matter of public policy if they result in substantial benefit to the public and if they contribute to the revitalization of blighted areas through the increased economic vitality of those areas and through increased and improved housing ' opportunities in or near such areas." Furthermore, Section 33486 of the CRL states that relevant project areas may be merged, without regard to contiguity of the areas, by the amendment of each affected redevelopment plan as provided in Section 33450 of the CRL. Before adopting the ordinance amending each affected redevelopment plan, Section 33486(a) of the CRL states that, the legislative body (i.e., the Common Council) ' must find, based on substantial evidence,that both of the following conditions exist: P:U9eMulC-=Dev C111inm CDC 2010\12-W10MnyedA A ldm Nbk Hevil SR Co.%.do COMMISSION MEETING AGENDA Meeting Date: 12/062010 R2 -2, 1 Economic Development Agency Staff Report ' Joint Public Hearing-Merged Area A Merged, Amended and Restated Redevelopment Plan &Program EIR ' Page 8 1. Significant blight remains within one of the Project Areas being merged. ' 2. This blight cannot be eliminated without merging the Project Areas and the receipt of tax increment revenues. Sections 33333.11 and 33352 of the CRL require the Agency to prepare and the Commission to adopt the Report containing sprpified information at least forty-five (45) days prior to the joint public hearing on the proposed 2010 Merged Plan. On August 16, 2010, the Commission adopted the Report y Resolution No. CDC/2010-46. The Report satisfies those statutory requirements of Sections 33333.1 and 33352 of the CRL. A "Preliminary Report" was prepared and transmitted in May 2010 to other taxing agencies in the Project Areas that may be potentially affected by the proposed 2010 Merged Plan. In accordance with CRL Section 33333.11(h), the Report contains all the information contained in the Preliminary Report and includes the additional information required by Sections 33333.11(h)(2)-(5). Consistent with CRL Sections 33333.11(h) and 33352 the Report contains the following sections: (1) Description of Remaining Blight; (2) Projects and Programs to Eliminate Blight; (3)Method of Financing; (4)Amended Implementation Plan; (5)Neighborhood Impact Report; (6) Description of Merged Area A Bonds; (7) Method of Relocation; (8) Analysis of Preliminary Plan; (9) Report and Recommendation of the Planning Commission; (10) Statement of ' Conformance with General Plan; (11) Environmental Documentation; (12) Report.of the County Fiscal Officer; and (13) Taxing Agency,PAC, Residents and Community Organizations Consultations. Sections 333450 through 33458 of the CRL authorize the Agency to recommend amendments to an existing ' redevelopment plan, if: ' 1. Documentation prepared by the Agency substantiates the need for the amendment(s); 2. The convening of a joint public hearing of the Common Council and the Commission on the proposed amendment(s) is held;and ' 3. Consideration and adoption of an ordinance by the Common Council approving such amendment(s) is completed. The Report required by CRL Section 33333.11 h and 33352 is one of several documents the Agency has prepared durm the amendment 12rocess. The Report's primary purpose is to provide decision makers with comprehensive in ormation concerning the proposed 2010 Merged Plan. The Report and the final text of the proposed 2010 Merged Plan will be considered by the Common Council and the Commission at a later date. All property owners, residents, business owners, and affected taxing entities have received a notice of this joint public hearing by first class mail and through the publication of public notices in the San Bernardino SUN newspaper. ENVIRONMENTAL IMPACT: ' The Agency retained RBF Consulting to determine the environmental impacts that may occur as a result of merging redevelopment project areas. The first step was the preparation of the Initial Study. On November 24, 2009, a notice was published informing the public that the Initial Study had been completed and was available ' for review. The notice also stated that on December 9, 2009, there would be a public scoping meeting where the community could provide input concerning the preparation of a draft Program EIR. The next step was the preparation of the draft Program EIR. The draft Program EIR was prepared and on May 20, 2010 the D/ERC 1P Committee authorized the release of the draft Program EIR for public review and comment. On June 2, 2010 a Notice of Completion was filed with the State thereby starting the 45-day review period. On June 2, 2010, a FAAS. ,ACommUev WIM12-0 10MMM Ara AloimPublicHw,SRC.0doc COMMISSION MEETING AGENDA Meeting Date: 12106/2010 IZ23 Economic Development Agency Staff Report Joint Public Hearing-Merged Area A Merged, Amended and Restated Redevelopment Plan &Program EIR Page 9 Notice of Availability was published in the Sun Bernardino SUN newspaper inviting the public to review and comment on the draft Program EIR. The draft Program EIR was made available on the Agency website, hard copy at the Agency offices, and a hard copy with the Community Development Department (formerly Development Services Department). At the end of the 45-day review period, RBF/Agency had received ' written comments from four (4) public agencies and one individual. Those comments and responses are included as Section 13 "Comments and Responses" in the final Program EIR. Additionally, Section 12 "Mitigation Monitoring Program" is also included in the final Program EIR. ' The final Program EIR(SCH #2009111089) contains the draft Program EIR, written comments and responses and the mitigation monitoring and reporting program. The final Program EIR found that the effects of Merged Area A on all major environmental categories and/or portions thereof, except for portions of Traffic and Air Quality, were either non-significant or could be reduced to a level of less than significant be applying the mitigation measures outline in Section 13 of the final Program EIR. ' It was found that there is no complete mitigation for Traffic (project impacts and cumulative impacts) and Air Quality (short-term construction emissions, long-temt mobile and stationary source emissions and cumulative emissions). Traffic —Project Impacts. Implementation of Merged Area A would generate trips that could impact levels of service for the existing area roadway system. There are mitigation measures, found in the final Program EIR, ' which can lessen the significant environmental impacts associated with project—generated traffic to the extent feasible. However, after implementation of the City of San Bernardino General Plan (the "General Plan") goals and policies, as contained in the final Program EIR, the impacts would constitute a significant and ' unavoidable impact. Traffic — Cumulative Impacts. Implementation of Merged Area A could result in cumulatively considerable ' trips that could impact levels of service for the existing area roadway system. There are mitigation measures, found in the final Program EIR, which can lessen the significant environmental impacts associated with cumulative project-generated traffic to the extent feasible. However, after implementation of the General Plan goals and policies, contained in the final Program EIR, the impacts would constitute a significant and unavoidable impact. Air Quality — Short-Terre Construction Emissions. Implementation of Merged Area A could facilitate the construction of projects on new land use designations that could generate dust and motorized equipment emissions. There are mitigation measures, found in the final Program EIR, which can lessen the significant environmental impacts associated with short-term construction air quality emissions to the extent feasible. However, after implementation of the General Plan goals and policies and mitigation measures contained in the final Program EIR, the impacts would constitute a significant and unavoidable impact. Air Quality — Long-Term Mobile and Stationary Source Emissions. Implementation of Merged Area A could introduce future projects that could result in an overall increase in mobile and stationary source emissions ' within the City, and which may exceed South Coast Air Quality Management District air quality standards. There are mitigation measures, found in the final Program EIR, which can lessen the significant environmental the impacts associated with long-term mobile and stationary air quality emissions to the extent feasible. However, after implementation of the General Plan goals and policies and mitigation measures contained in the final Program EIR, the impacts would constitute a significant and unavoidable impact. P,'Ag.4.\Ccm D Com iuionUX 101MI-0 10 M.*A A John P01kiicdm SR Crnl 10 COMMISSION MEETING AGENDA 1 Meeting Date: 12/06/2010 k�9 Economic Development Agency Staff Report Joint Public Hearing-Merged Area A Merged, Amended and Restated Redevelopment Plan&Program EIR ' Page 10 Air Quality — Cumulative Impacts. Air quality emissions resulting from development associated with 1 implementation of Merged Area A could impact regional air quality levels on a cumulatively considerable basis. There are mitigation measures which can lessen the significant environmental the impacts associated with cumulative air quality emissions to the extent feasible. However, after implementation of the General ' Plan goals and policies and mitigation measures contained in the final Program EIR, the impacts would constitute a significant and unavoidable impact. FISCAL IMPACT: Account Budgeted Amount: $611,152. Balance as of November 30, 2010 Balance after approval of this item: $52,236.00 With a Merged, Amended and Restated Redevelopment Plan and other amendments to the various Project Areas the Agency's ability to consummate new business deals and redevelop blighted properties,within the proposed Merged Area A,will be greatly enhanced. RECOMMENDATION: Agency Staff recommends at the Commission and the Common Council conduct oin ublic the ng of the Commission and t e ommon Council on both the Mer ed Area A and the a o invariving EIR that the Commission certify t IR and both the Commission and the Common Counc' defer an actions on Merge Area to a ture specified ate in 2 11 for reasons set forth in the staff re ort ntil such time as a current Housing Element as been adopted by the City of San Bernardino. Agency Staff further recommends that the Community Development Commission adopt the attached Resolution: 1) certifying the Program EIR; 2) adopting the Mitigation Monitoring and Reporting Program; and 3 adopting the Statement of Overriding Considerations. iEmil A. Marzullo, Interim Executive Director F,A8..d.AC..Mw Co..mm�VW 30=21 10 Mvpd Am Akim Public Hewing SR C.0 d. COMMISSION MEETING AGENDA Meeting Date: 1210612010 P� � 1 1 RESOLUTION NO. _ 2 3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO CERTIFYING THE FINAL PROGRAM 4 ENVIRONMENTAL IMPACT REPORT FOR THE MERGED, AMENDED AND RESTATED REDEVELOPMENT PLAN FOR THE SAN BERNARDINO 5 MERGED REDEVELOPMENT PROJECT AREA A FOR THE PROPOSED ' 6 MERGER OF THE CENTRAL CITY NORTH, SOUTHEAST INDUSTRIAL PARK, TRI-CITY, SOUTH VALLE, MEADOWBROOK/CENTRAL CITY, 7 CENTRAL CITY SOUTH AND CENTRAL CITY EAST REDEVELOPMENT PROJECT AREAS; MAKING FINDINGS PURSUANT TO THE 8 CALIFORNIA ENVIRONMENTAL QUALITY ACT; ADOPTING A 9 MITIGATION MONITORING AND REPORTING PROGRAM; AND ADOPTING A STATEMENT OF OVERRIDING CONSIDERATIONS. 10 ' WHEREAS, the Mayor and Common Council of the City of San Bernardino (the "Common 11 Council") have previously adopted and amended, by ordinance, individual Redevelopment Plans ' 12 for the Central City North, Southeast Industrial Park, Tri-City, South Valle, Meadowbrook/Central 13 City, Central City South and Central City East Redevelopment Project Areas (the "Redevelopment ' 14 Plans" or "Project Areas" as applicable) in accordance with the applicable provisions of the State 15 ' of Califomia Community Redevelopment Law, Health and Safety Code 33000 et seq. (the "CRL"); 16 and 17 ' WHEREAS, the Central City North Redevelopment Project Area was adopted in 1973; 18 Southeast Industrial Park was adopted in 1976; Tri-City was adopted in 1983; South Valle was ' 19 adopted in 1984; Meadowbrook was adopted in 1958; Central City was adopted in 1965; and 20 ' Central City South and Central City East were adopted in 1976;.and 21 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") is a 22 community redevelopment agency duly created, established and authorized to transact business and 23 exercise its powers, all under and pursuant to the CRL; and 24 WHEREAS, the Community Development Commission of the City of San Bernardino (the 25 "Commission") is the governing body for the Agency; and 26 WHEREAS, the Commission has previously taken certain actions in coordination with the 27 Common Council relating to the proposed Merged, Amended and Restated Redevelopment Plan for 28 the San Bernardino Merged Project Area A (the "2010 Merged Plan") thereby merging the Project ' 1 Areas (the "Merged Area A" or the "Project') in order that the Agency may more fully undertake 2 programs to eliminate and prevent the spread of blight throughout the proposed Merged Area A; and 3 WHEREAS, the merger of project areas are desirable as a matter of public policy if they 4 result in substantial benefit to the public and if they contribute to the revitalization of blighted areas ' 5 through increased economic vitality of those areas and through increased and improved housing 6 opportunities in or near such areas; and 7 WHEREAS, CRL Sections 33450 through, and including, 33458 address amending 8 redevelopment project area redevelopment plans; and 9 WHEREAS, CRL Sections 33485 through, and including, 33489 address the merger of 10 project areas; and 11 WHEREAS, during the period of August through September 2009, an Initial Study was 12 prepared under the provisions of the California Environmental Quality Act (the "CEQA") which 13 evaluated the potential effect on the environment of the proposed Merged Area A; and 14 WHEREAS, on November 20, 2009, the Initial Study and Notice of Preparation were mailed 15 to the State, responsible agencies, trustee agencies, affected taxing entities, cities and counties that 16 border the City of San Bernardino (the "City") and were advertised to inform the general public of 17 the availability of the Initial Study for review and comment; and 18 WHEREAS, there was a 30-day review period for the Initial Study that lasted from ' 19 November 20, 2009, to December 20, 2009, as required by CEQA; and 20 WHEREAS, on December 9, 2009, a public scoping meeting took place in the offices of the ' 21 Agency where the members of the community could provide input concerning preparation of a 22 program environmental impact report (the "Program EIR") for the proposed Merged Area A; and 23 WHEREAS, the Agency, authorized as the "lead agency", prepared a draft Program EIR (the ' 24 "DEIR") for the adoption of the 2010 Merged Plan pursuant to CEQA; and 25 WHEREAS, on June 2, 2010, the DEIR was completed and a Notice of Completion was 26 filed with the State of California thereby starting the required 45-day review; and 27 WHEREAS, on June 2, 2010, a Notice of Availability was published advising the public of 28 the availability of, and inviting the public to review and comment on, the text of the DEIR 2 I (including all appendices) during the required 45-day review period between June 2, 2010, through 2 July 16, 2010, as required by CEQA; and 3 WHEREAS, on June 24, 2010, and on July 8, 2010, during regularly scheduled 4 Redevelopment Committee meetings, the public was afforded the additional opportunity pursuant to 5 a duly noticed agenda item of the Redevelopment Committee for the public to provide written 6 and/or oral comments concerning the DEIR; and 7 WHEREAS, at the conclusion of the above referenced 45-day review period the Agency had 8 received written comments from four(4) agencies and one individual; and 9 WHEREAS, these comments were responded to in writing as required by CEQA and the 10 final Program EIR document (State Clearinghouse No. 2009111089) (the "FEIR"), dated August 13, ' 11 2010, has been prepared and transmitted to each responsible agency which submitted comment to I ' 12 the DEIR; and 13 WHEREAS, all actions required to be taken by applicable law related to the preparation, ' 14 circulation and review of the DEIR have been taken; and 15 WHEREAS, on August 25, 2010, the Planning Commission of the City of San Bernardino ' 16 (the "Planning Commission") made the following recommendations to the Common Council and 17 the Commission: 1) Certify the FEIR for the 2010 Merged, Amended and Restated Redevelopment 18 Plan for the Merged Area "A"; 2) Adopt the Mitigation Monitoring and Reporting Program ' 19 (MMRP); and 3) Find the 2010 Merged, Amended and Restated Redevelopment Plan for the 20 Merged Area "A" to be in conformity with the General Plan; and ' 21 WHEREAS, a public notice having been duly and regularly given as required by law, a full 22 and fair joint public hearing has been held by the Commission and the Common Council concerning ' 23 adoption of the 2010 Merged Plan and approval of the FEIR related thereto, and all interested ' 24 persons expressing a desire to comment thereon, or object thereto have been heard; and 25 WHEREAS, the FEIR consists of the DEIR, as revised and supplemented to incorporate all 26 comments received during the public review period, if any, and the responses of the Agency to any 27 such comments, and the Mitigation Monitoring and Reporting Program; and 28 WHEREAS, the Commission has reviewed and considered the FEIR, Statement of .. .... —RrWhjfiooe @01DXI2-N 10 Mcncd Ara A Pro¢nm EIR.CW Rao Co3.doc I Overriding Considerations and the Mitigation Monitoring and Reporting Program with respect to 2 the Merged Area A, and all comments made thereon and all responses made thereto; and 3 WHEREAS, it is recommended by Agency Staff that the Commission adopt this Resolution, 4 certifying the FEIR for Merged Area A; approving a Statement of Facts and Findings and Statement 5 of Overriding Conditions Regarding the Environmental Effects for the Final Environmental Impact 6 Report for the San Bernardino Merged Area A — Merger and Amendments Project — State Clearing 7 House No. 2009111089 (the "Statement') in the form as attached hereto as Exhibit "A" and a 8 Mitigation Monitoring and Reporting Program (the "MMRP") in the form as attached hereto as 9 Exhibit `B", and authorize the filing of the appropriate Notice of Determination for Merged Area A. 10 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT 11 COMMISSION OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, ' 12 DETERMINE AND ORDER, AS FOLLOWS: 13 Section 1. The foregoing recitals of this Resolution are true and correct. ® 14 Section 2. The Commission and Common Council held a duly noticed joint public 15 hearing on October 4, 2010, which was continued to November 1, 2010, and which was further 16 continued to December 6, 2010, and held and conducted on such latter date. All interested persons ' 17 had the opportunity to present both written and oral comments regarding the 2010 Merged Plan and 18 the FEIR at the joint public hearing as actually conducted and at the earlier dates when said joint ' 19 public hearing was continued to subsequent dates. The Commission has considered all comments 20 received on the DEIR, which comments and responses thereto are contained in the FEIR. These ' 21 actions having been taken, the FEIR is hereby approved, certified and adopted as the Final Program 22 Environmental Impact Report for Merged Area A and incorporated herein by reference. 1 23 Section 3. The findings made in this Resolution are based upon the information and ' 24 evidence set forth in the FEIR and upon other substantial evidence in the record of the proceedings 25 on the 2010 Merged Plan and the FEIR, which include, among other things, the City of San 26 Bernardino General Plan and the City zoning regulations. The documents, staff reports, plans, 27 specifications, technical studies and other relevant materials, including, without limitation, the 28 FEIR, that constitute the record of proceedings on which this Resolution is based are on file and 1 ... 4 -_.__.,...�..:__..e.._...:„:�mm.n.rv..in u...,n,,.,,w P---RR.CDC Nan Cunt.d.c 1 ' I have been made available for public examination during the normal business hours of the Agency 2 offices, 201 North E Street, Suite 301, San Bernardino, California. The custodian of said records is 3 the Secretary of the Agency. Additionally, the FEIR is on file and has been made available for 4 public examination during the normal business hours in the offices of the Community Development 5 Department, City of San Bernardino, 300 North D Street, San Bernardino, California. The custodian 6 of the FEIR is the Interim Executive Director of the Agency. ' 7 Section 4. The Commission and the Common Council have proposed to adopt the 2010 8 Merged Plan for the purpose of enabling effective redevelopment of Merged Area A. The principal 9 objective of the Merged Area A is to help eradicate the remaining conditions of blight that have 10 continued to exist in the Merged Area A. To achieve this objective, the 2010 Merged Plan ' it contemplates the implementation of: 1) merging the Redevelopment Plans for the Project Areas, for ' 12 financial purposes, into one document to be known as the 2010 Merged Plan; 2) combining and 13 increasing the limit of receiving tax increment revenues of the Project Areas into a single 14 cumulative limit; 3) combining and increasing the limit of bonded indebtedness of the Project Areas 15 into a single cumulative limit; 4) extend the effectiveness of the Central City and 16 Meadowbrook/Central City Redevelopment Project Areas for a period of ten (10) years each; and 5) ' 17 adding significant capital improvement projects to be undertaken within the Merged Area A. By 18 doing so the Agency will be able to: 1) upgrade public facilities and infrastructure; 2) promote and 19 facilitate economic development/redevelopment and job growth; 3) provide additional affordable 20 housing opportunities for eligible persons; and 4) generally improve the quality of life for the i21 residents, business and property owners within the Merged Area A specifically, and generally within 22 the City. 23 Section 5. T e Commission finds and determines t at the FEIR for the Project has been ' 24 completed in compliance with CEQA. The contents of a F Rare defined in Section 15132 of the 25 CEQA Guidelines and include: the DEIR; comments and recommendations received on the DEIR; 26 correspondence from parties commenting on the DEIR; responses to comments by the lead agency; 27 a mitigation and monitoring and reporting program; a set of facts, findings and statement of 28 overriding considerations; and any other information added by the lead agency. _ ......... e... >..........FIR rnr R,.n Cns me 1 Section 6. Based upon substantial evidence submitted to the Commission at the joint 2 public hearing on the FEIR for the Project and the contents of the Staff Report and the Exhibits to CID 3 this Resolution, the Commission hereby finds and a ermineslthat the FEIR for the Project has ' 4 identified all significant environmental effects of the 2010 Merged Plan and other environmental onmental 5 entitlement actions. 6 Section 7. he Commission hereby declares that the FEIR for the Project reflects the ' 7 Commission's independent judgment. Further, the Commission has exercised independent judgment 8 in accordance with Public Resources Code Section 21082.1(c)(3) in retaining, on behalf of the 9 Agency, its own environmental consultant, and directing the consultant, through the Agency, in the 10 preparation of the FEIR.(The Commission h� d endentl red and analyzed the FEIR and 11 that the FEIR reflects the`independent judgment of the Commission. ' 12 Section 8. Although the FEIR for the Project identified certain significant environmental 13 effects that would result if the Project occurs, all significant effects that can feasibly be avoided or 14 mitigated will be avoided or mitigated by the implementation of the mitigation measures as set forth 15 in the Mitigation Monitoring and Reporting Program for the FEIR. The Mitigation Monitoring and 16 Reporting Program and all information contained therein is attached to this Resolution as Exhibit ' 17 `B" and incorporated herein by reference. 18 Section 9. The findings contained in the Statement as attached hereto as Exhibit "A" 19 with respect to the significant impacts identified in the FEIR are true and correct, and are based 20 upon substantial evidence contained in the record, including documents comprising the FEIR. \` 21 Specifically, the ommission hereby( ds and determines)based upon the facts, statements, 22 other information and t he entire written record as presented to the Commission at the time of 23 consideration of this Resolution for adoption, the following matters as further set in the Statement: G ' 24 (i) (IThe Commission hereby nds and determines)that facts and findings contained in 25 Section 3 of the Statement are true and correct and that all issues were fully 26 addressed 7 27 (ii) The Commission concurs with the findings in the FEIR as summarized in Section 3 28 of the Statement that certain matters can either be mitigated below a significant ' 1 impact threshold, or for those issues which cannot be mitigated below a level of ' 2 significance, overriding considerations have been taken into consideration by this 3 Commission which make such impacts acceptable. ' 4 (iii) (The Commission hereby finds and determines that of the nineteen (19) major ' 5 environmental issue categories evaluated in the FEIR, there were two (2) major 6 environmental issue categories that were found to be non-significant in the Initial 7 Study. Further, the Commission hereby finds and determines that either all or 8 portions of twelve (12) other major environmental issue categories were found to be i9 less than significant in the Initial Study as prepared for the Project. These are ' 10 identified in Section 3.5 ages 22 through 24 of the Statement. 11 (iv) (The Commission he finds and determines that based on substantial evidence ' 12 contained in the record, those issues identified in Section 3.6 ("Effects Determined to 13 be Less Than Significant in the Final Program EIR Requiring No Mitigation"), pages 14 25 through 27 of the Statement, to the extent they result from the Project, will be less 15 than significant requiring no miti ation. / O 16 (v) I The Commission has revs ed and considered the information contained in the 17 ,FEIR, the Technical Appendices, the administrative record, facts findings and 18 hereby finds and determines, pursuant to the Public Resources Code Section 19 21801(a)(1) and CEQA Guidelines Section 15091(a)(1) that changes or alterations 20 have been required in, or incorporated to, the Project, which would avoid or ' 21 substantially lessen to below a level of significance the potentially significant 22 environmental effects outlined in Section 3.7 ("Effects Determined to be Mitigated to 23 Less Than Significant in the Final Program EIR" ) with the facts in support of the ' 24 findings found on pages 28 through 55 in Section 3.7 of the Statement. 25 (vi) \\�fhe Commission hereby sand determines at the FEIR has identified and 26 discussed significant effects which may occur as a result of the 2010 Merged Plan for ' 27 the merger as further set forth in Section 3.7 of the Statement. With the 28 implementation of the mitigation measures discussed in the FEIR, and attached 1 ' I hereto as Exhibit `B", these effects can be mitigated to a level of less than significant 2 as set forth in Section 3.7 of the Statement. However, there are certain other 3 significant effects which either cannot be fully mitigated or for which no feasible or 4 practical mitigation currently exist, and these unavoidable significant impacts are 5 discussed in Section 3.8 of Statement. (Lhe l2 6 (vii) Commission hereby mds and determines that although all potential Project 7 impacts have been substantially avoided or miti ated as described in Sections 3.5, 3.6 8 and 3.7 of the Statement, there is no complete mitigation for the following Project 9 impacts; Traffic (project impacts, cumulative impacts; and Air Quality (short-term ' 10 construction emissions, long-term mobile and stationary source emissions, 11 cumulative emissions). As previously discussed, details of these significant ® 12 unavoidable adverse impacts are discussed in Section 3.8 of the Statement. !3 13 (viii) 6e Commission has r wed and considered lthe information contained in the 14 lllIIIFEIR, the Technical Appendices, the administrative record, facts and findings, 15 pursuant to Public Resources Code Section 21081(a)(3) and CEQA Guidelines 16 Section 15091(a)(3) hereby find d determineslthat specific economic, legal, 17 social, technological, or other considerations, make infeasible the mitigation 18 measures identified in the FEIR and therefore, the Project would cause significant ' 19 unavoidable impacts in the categories of Traffic and Air Quality as stated in Section 20 3.8 of the Statement. 21 (ix) Traffic — Project impacts. Implementation of the Project would generate trips that 22 could impact levels oMand e for the existing area roadway system. Therefore, the 23 �Commis�sio_n hereby determines,that changes or alterations have been ' 24 required in, or incorporated into, the Project that avoid or substantially lessen the 25 significant environmental effect as identified in the FEIR. Further, tie mmission 26 hereby finds and determines hat the impacts associated with project-generated traffic 27 have been reduced to the extent feasible. However, after implementation of the 28 General Plan goals and policies contained in the FEIR, the impacts would constitute 1' 8 1 a significant and unavoidable impact. The facts in support of these findings can be -- 2 found in Section 3.8, pages 56 and 57 of the Statement. The overriding social, 3 economic and other consideration set forth in the Statement regarding Project 4 Alternatives, found in Section 3.9, provide additional facts in support of the findings. 5 Any remaining, unavoidable significant effects after available FEIR mitigation ' 6 measures are implemented are acceptable when balanced against the facts set forth 7 therein. 8 (x) Traffic – Cumulative Impacts. Implementation of the Project could result in ' 9 cumulatively considerable trips that could impac vels of service for the existing 10 area roadway system. Therefore,(the Commiss� ,ereby finds and determine)that 11 changes or alterations have been,,required in, or incorporated in Project that avoid or ' 12 substantially lessen the significant environmental effect as identified in the FEIR. 13 Further, th�ommission hereb /8 s and determines that the impacts associated �C 14 with cumulative project-generated traffic have been reduced to the extent feasible. 15 However, after implementation of the General Plan goals and policies contained in 16 the FEIR, the impacts would constitute a significant and unavoidable impact. The 17 facts in support of these findings can be found in Section 3.8, pages 57 through 59 of ' 18 the Statement. The overriding social, economic and other consideration set forth in 19 the Statement regarding Project Alternatives, found in Section 3.9, provide additional 20 facts in support of the findings. Any remaining, unavoidable significant effects after ' 21 available FEIR mitigation measures are implemented are acceptable when balanced _ 22 against the facts set forth therein. ' 23 (xi) Air Quality – Short-Term Construction Emissions. Implementation of the Project ' 24 could facilitate the construction f new land uses t could generate dust and /9 25 equipment emissions. Therefore the C nmmission h reby finds and detennin that r- ' 26 changes or alterations have been required in, or incorporated in the Project that avoid 27 or substantial) lessen the si ifi nt environmental effect as identified in the FEIR. Cjb Y 8n 28 Further, the Commission hereby rods and determine s)that the impacts associated P.'A4cMu\RnolmbmV4cwlmiom2010'.12-M 10 Mcgcd Ara A Prognm E1R.CDC Rao C 9.doc ' 1 with short-term construction air quality emissions been reduced to the extent feasible. 2 However, after implementation of the General Plan goals and policies and mitigation 3 measures contained in the FEIR, the impacts would constitute a significant and ' 4 unavoidable impact. The facts in support of these findings can be found in Section 5 3.8, pages 59 through 60 of the Statement. The overriding social, economic and other 6 considerations set forth in the Statement regarding Project Alternatives, found in 7 Section 3.9, provide additional facts in support of the findings. Any remaining, 8 unavoidable significant effects after available FEIR mitigation measures are 9 implemented are acceptable when balanced against the facts set forth therein. 10 (xii) Air Quality — Long-Term Mobile and Stationary Source Emissions. Implementation ' 11 of the Project could introduce future development and redevelopment projects that 12 could result in an overall increase in mobile and stationary source emissions within 13 the City, and which may exceed South Coast Quality Management District air 01/ 14 quality standards. Therefore, he Commissio ereby finds and determine that 15 changes or alterations have been required in, or incorporated in Project that avoid or 16 substantially lessen the significan vironmental effect as identified in the FEIR. 17 Further, the(Commission herebyt2 s and determines)that the impacts associated ' 18 with long-term mobile and stationary air quality emissions have been reduced to the 19 extent feasible. However, after implementation of the General Plan goals and policies 20 and mitigation measures contained in the FEIR, the impacts would constitute a ' 21 significant and unavoidable impact. The facts in support of these findings can be 22 found in Section 3.8, pages 60 through 62 of the Statement. The overriding social, ' 23 economic and other consideration set forth in the Statement regarding Project ' 24 Alternatives, found in Section 3.9, provide additional facts in support of the findings. 25 Any remaining, unavoidable significant effects after available FEIR mitigation ' 26 measures are implemented are acceptable when balanced against the facts set forth 27 therein. 28 (xiii) Air Quality — Cumulative Impacts. Air quality emissions resulting from development Cone 1 P M % :\AgcnduVteuWtionNtealuriou\3010\IZ-0610 erged Na A Progrun Elk CDC P.. doc 1 associated with implementation of the Project could impact r 'onal air quality levels ' 2 on a cumulatively considerable basis. Therefore, the 03 �s' hereby finds and 3 determines at changes or alterations have been required in, or incorporated into the ' 4 Project that avoid or substantially lessen the signifi enviromnental effect as 5 identified in the FEIR. Further, a Commission hereby ts and determine that the 6 impacts associated with cumulative air quality emissions been reduced to the extent 7 feasible. However, after implementation of the General Plan goals and policies and 8 mitigation measures contained in the FEIR, the impacts would constitute a significant 9 and unavoidable impact. The facts in support of these findings can be found in 10 Section 3.8, pages 62 through 63 of the Statement. The overriding social, economic ' 11 and other consideration set forth in the Statement regarding Project Alternatives, 12 found in Section 3.9, provide additional facts in support of the findings. Any 13 remaining, unavoidable significant effects after available FEIR mitigation measures 14 are implemented are acceptable when balanced against the facts set forth therein. 15 (xiv) Although significant impacts will remain, the Commission will mitigate any a 16 significant adverse impacts to Traffic and Air Quality to the maximum extent 17 practicable. In its decision to approve the Project at a later date pursuant to a separate IS resolution of the Commission,4h�Commission her mds and determines that in 19 connection with such future approval of the Project, the benefits of the Project 20 outweigh the environmental impacts. 21 (xv) The FEIR addresses the environmental effects of Project Alternatives. A description 22 of these Project Alternatives, a comparison of their environmental impacts to the 23 Project and findings can be found in Section 3.9, pages 64 through 68 of the 24 Statement. e�p 25 (xvi) No Project Alternative — The(Commission here y finds and determine that the 26 findings relating to the Project set forth in the Statement and the overriding social, 27 economic, and other issues set forth in the Statement provide support for the Project 28 and the elimination of this Alternative from further consideration. The facts in P.UgenduVtewlution,U ewlutionr11010\12-0610 Merged A A Prog EK[DC R.C da I support of this finding can be found in Section 3.9, pages 64 through 66 of the 2 Statement. �� 3 (xvii) No Merger of the Redevelopment Project Areas Alternative :The commission ' 4 hereby finds and determines at the findings relating to the Project set forth in this 5 Statement and the overridi4 social, economic, and other issues set forth in the ' 6 Statement provide support for the Project and the elimination of this Alternative from 7 further consideration. The facts in support of this finding can be found in Section 3.9, 8 pages 66 through 68 of the Statement. 9 (xviii) The Commission certifies that it has independently reviewed and considered the 10 information on alternatives provided in the FEIR and in Section 3.9, pages 64 ' 11 through 68 of the Statement, including the information provided in the comments on 12 the DEIR and responses thereto. ' 13 (xix) 1 The Commission has reviewed and considered the information ontained in Section ■ 14 3.9 of the Statement an hereby finds and j ineslthat neither the "No Project 15 Alternative" nor "No Merger of the Redevelopment Project Areas Alternative" is 16 considered environmentally superior to proceeding with the Project implementation 17 when compared to the Project, and such stated and analyzed Project Alternatives 18 were not selected as the environmentally superior Project Alternatives. ' 19 (xx) The Commission has given great weight to the significant unavoidole adverse 20 environmental impacts of the proposed Project. However, th Com 3ssion hereby 21 finds and determines hat the significant unavoidable adverse environmental impacts 22 are clearly outweighed by the economic, social and other benefits set forth in Section 23 3.10, pages 69 through 71 in the Statement. 24 (xxi) To the extent that significant effects of the Project are not avoided or substantially 25 lessened to below a level of significance, theCommissionJ having reviewed and 26 considered the information contained in the FEIR and public record, and having 27 balanced the s of the Project against the unavoidable effects which remain, ' 28 hereby nds an?I'determines hat such unmitigated effects to be acceptable in view o ' PhAgc sNnaluims'.Resolutims'2010`12-06-10 Merged Am A Prnynm EIR.CDC Rem Cl doa ' I the seven (7) overriding considerations presented in Section 3.11, page 73 of the 2 Statement. 3 3 (xxii) The Commission hereby finds and determine , pursuant to Section 3.12 of the ' 4 Statement, that the Mitigation Monitoring and Reporting Program, as adopted by this 5 Resolution for the Project, has met the mitigation monitoring requirements of Public ' 6 Resources Code Section 21081.6. 7 Section 10. The Final E nvironmental Impact Report, Statement and Mitigation 8 Monitoring and Reporting Program)/reflect the independent review, analysis and judgment of the 9 Commission 3 111 10 Section 11. The Commission hereby approves and certifies the Final Environmental ' 11 mpact Report for the Project (SCH #2009111089). 12 Section 12. The Commission hereby adopts the Statement of Facts and Findings and ' 13 tatement of Overriding Considerations attached hereto as Exhibit "A". ' 14 Section 13. The Commission hereby adopts the Mitigation Monitoring and Reporting 15 rogram attached hereto as Exhibit `B". 16 Section 14. In accordance with this Resolution of the Commission, the Agency Secretary 17 hall cause a Notice of Determination to be filed forthwith with the County of San Bernardino Clerk 18 f the Board of Supervisors certifying the Commission's compliance with the California 19 nvironmental Quality Act in preparing and adopting the Final Environmental Impact Report for 20 erged Area A, the Statement and the Mitigation Monitoring and Reporting Program. A copy of the ' 21 otice of Determination will be forwarded to the State Office of Planning and Research pursuant to 22 ,EQA Guidelines Section 15094. 23 Section 15. The Resolution shall become effective immediately ution its adoption. 24 t25 27 ' 28 ' P:UYVMw'Raolutb'u'.Recolmiov�010'.I1-0610 MIIW A,u A hoL'rem EIR.CDC Rno Cunt doc i 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO CERTIFYING THE FINAL PROGRAM 2 ENVIRONMENTAL IMPACT REPORT FOR THE MERGED, AMENDED 3 AND RESTATED REDEVELOPMENT PLAN FOR THE SAN BERNARDINO MERGED REDEVELOPMENT PROJECT AREA A FOR THE PROPOSED i 4 MERGER OF THE CENTRAL CITY NORTH, SOUTHEAST INDUSTRIAL PARK, TRI-CITY, SOUTH VALLE, MEADOWBROOWCENTRAL CITY, 5 CENTRAL CITY SOUTH AND CENTRAL CITY EAST REDEVELOPMENT i PROJECT AREAS; MAKING FINDINGS PURSUANT TO THE 6 CALIFORNIA ENVIRONMENTAL QUALITY ACT; ADOPTING A 7 MITIGATION MONITORING AND REPORTING PROGRAM; AND '• ADOPTING A STATEMENT OF OVERRIDING CONSIDERATIONS. .P g I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 9 , Development Commission of the City of San Bernardino at a meeting 10 thereof, held on the day of , 2010,by the following vote to wit: 11 Commission Members: Aves Nays Abstain Absent 12 MARQUEZ 13 DESJARDINS _ 14 BRINKER 15 SHORETT 16 KELLEY 17 JOHNSON 18 MC CAMMACK 19 20 21 Secretary 22 The foregoing Resolution is hereby approved this day of 12010. ' 23 1!1 24 Patrick J. Morris, Chairperson iW 25 Community Development Commission of the City of San Bernardino W 26 Approved as to Form: �I 27 28 BY: 4otA.� /jC< <`/c1��J Ag cy Counsel 14 PBA,rn WR.1wwm\R..Wti...C010.12-%10 M11,M Art.A Pr,,,.EIR.CX Rna Cant dac ' l ' 2 Exhibit "A" 3 Statement of Facts and Findings ' 4 and Statement of Overriding Considerations 5 6 7 8 9 • 10 ' 11 12 13 14 " 15 16 17 18 ' 19 20 21 22 23 24 25 26 27 28 P"AgeMU\Radmiom0 esolutionsR01D,13-0610 Mn@ed Am A Provmm EIR CDC Rnn C O dM 1 1 STATEMENT OF FACTS AND FINDINGS AND STATEMENT OF OVERRIDING CONSIDERATIONS REGARDING THE ENVIRONMENTAL EFFECTS FOR THE FINAL ENVIRONMENTAL IMPACT REPORT FOR THE SAN BERNARDINO MERGED AREA A — MERGER AND AMENDMENTS PROJECT SCH No. 2009111089 ■ 1 ' San Bernardino Merged Area A—Merger and Amendments Environmental Impact Report .Sao Rtlrgar inn TABLE OF CONTENTS 1.0 INTRODUCTION.............................................................................................................1 2.0 PROJECT SUMMARY....................................................................................................3 2.1 Project Description...............................................................................................3 2.2 Project Goals.....................................................................................................15 3.0 ENVIRONMENTAL REVIEW AND PUBLIC PARTICIPATION .....................................17 3.1 Independent Judgment Finding .........................................................................18 3.2 Findings on the Final Program EIR....................................................................19 3.3 General Finding on the Mitigation Measures......................................................20 3.4 Environmental Impacts and Findings.................................................................21 3.5 Effects Determined to be Less Than Significant in the Initial Study/ Notice of Preparation.........................................................................................22 3.6 Effects Determined to be Less Than Significant in the Final Program EIR Requiring No Mitigation...............................................................................25 3.7 Effects Determined to be Mitigated to Less Than Significant in the FinalProgram EIR.............................................................................................28 3.8 Effects Which Remain Significant and Unavoidable in the Final Program EIR after Mitigation and Findings.......................................................................56 3.9 Project Alternatives and Analysis.......................................................................64 3.10 Project Benefits .................................................................................................69 3.11 Statement of Overriding Considerations ............................................................72 3.12 Adoption of Mitigation Monitoring and Reporting Program for the Final Program EIR Mitigation Measures.....................................................................74 OCTOBER 2010 Statement of Fads and Findings Statement of Overriding Considerations San Bernardino Merged Area A— Merger and Amendments Environmental Impact Report Sao Rernar imi LIST OF TABLES ' Table 1 Project Area Acreage.............................................................................:.............4 ' Table 2 Proposed Merger and Amendment Actions .........................................................5 Table 3 Redevelopment Potential Within Project Area ................................................... 13 ' Table 4 Identified Near-Term Redevelopment Projects .................................................14 t r OCTOBER 2010 ii Statement of Facts and Findings Statement of Overriding Considerations REDEVELOPMENT AGENCY OF THE a �_ CITY OF SAN BERNARDINO N =o c rn� P' y- �. L r O_ INTER-OFFICE MEMORANDUM T rn TO: Mayor Morris (2), City Council (8), City Attorney (2), City Manager (2), City Clerk (2), and Community Development (1) FROM: Don Gee, Deputy Director SUBJECT: Agenda backup material for August 16, 2010 Mayor and Common Council and Community Development Commission Meeting - Setting Date for Joint Public Hearing Draft Merged, Amended and Restated Redevelopment Plan for San Bernardino Merged Project Areas and Report to the Mayor and Common Council (Central City North, Southeast Industrial Park, Tri-City, South Valle, Meadowbrook/Central 1 City, Central City South and Central City East) - Merged Area A DATE: August 2, 2010 ' COPIES: File 1 This binder serves as the backup materials for an item on the August 16, 2010 meeting of the Mayor and Common Council and the Community Development Commission of the City of San ' Bernardino. This binder includes a draft Merged, Amended and Restated Redevelopment Plan for the proposed merger of Redevelopment Project Areas - Merged Area A and the Agency Report to the Mayor and Common Council. 1 i- , , l San Her�ardine ' ' ' r I REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 201 NORTH'E'STREET, SUITE 300, SAN BERNARDINO,CA 1 ' MERGED, AMENDED AND RESTATED REDEVELOPMENT PLAN FOR SAN BERNARDINO MERGED REDEVELOPMENT PROJECT AREAS (Central City North, Southeast Industrial Park, Tri-City, South Valle, Meadowbrook/Central City, Central City South and Central City East) — Merged Area A REPORT TO THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO - Merged Area A August 16, 2010 i' 1 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ' 201 NORTH"E" STREET, SUITE 301, SAN BERNARDINO, CA I ' MERGED, AMENDED, AND RESTATED REDEVELOPMENT PLAN FOR THE i SAN BERNARDINO MERGED REDEVELOPMENT 0' PROJECT AREA A Redevelopment Agency of the City of San Bernardino February 26, 2010 Adopted: Effective: Ordinance No: 'p ROSENOW SPEVACEK GROUP, INC. I -. www.webrsg.com REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO MERGED,AMENDED, AND RESTATED REDEVELOPMENT PLAN �rn TABLE OF CONTENTS SECTION I. (100) INTRODUCTION ............................................................................1 ' SECTION 11. (200) GENERAL DEFINITIONS .............................................................4 SECTION III. (300) MERGED AREA A BOUNDARIES ...............................................6 SECTION IV. (400) REDEVELOPMENT PLAN GOALS ..............................................6 SECTION V. (500) REDEVELOPMENT ACTIONS.......................................................7 SECTION VI. (600) USES PERMITTED IN THE MERGED AREA A...........................21 SECTION VII. (700) METHODS FOR FINANCING THE PROJECT.............................25 SECTION VIII. (800) ACTIONS BY THE CITY............................................................28 SECTION IX. (900) ADMINISTRATION AND ENFORCEMENT ................................29 SECTION X. (1000) PLAN LIMITATIONS ................................................................29 ESECTION X1. (1100) PROCEDURE FOR AMENDMENT ..........................................31 EXHIBIT A- MAP OF THE SAN BERNARDINO MERGED REDEVELOPMENT PROJECT AREA A....32 EXHIBIT B- T MERGED AREA A LEGAL DESCRIPTIONS .................................................................33 EXHIBIT C- PROJECTLIST...........................................................................................................59 EXHIBIT D- MAP OF REMAINING BLIGHT IN THE 10-YEAR EXTENSION AREAS ..........................61 r 1 1 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ' MERGED, AMENDED, AND RESTATED REDEVELOPMENT PLAN TABLE OF CONTENTS SECTION I. (100) INTRODUCTION ............................................................................1 ' SECTION 11. (200) GENERAL DEFINITIONS .............................................................4 SECTION 111. (300) MERGED AREA A BOUNDARIES ...............................................6 SECTION IV. (400) REDEVELOPMENT PLAN GOALS ..............................................6 SECTION V. (500) REDEVELOPMENT ACTIONS.......................................................7 SECTION VI. (600) USES PERMITTED IN THE MERGED AREA A...........................21 SECTION VII. (700) METHODS FOR FINANCING THE PROJECT.............................25 SECTION VIII. (800) ACTIONS BY THE CITY............................................................28 SECTION IX. (900) ADMINISTRATION AND ENFORCEMENT ................................29 SECTION X. (1000) PLAN LIMITATIONS ................................................................29 SECTION XI. (1100) PROCEDURE FOR AMENDMENT ..........................................31 EXHIBIT A- ' MAP OF THE SAN BERNARDINO MERGED REDEVELOPMENT PROJECT AREA A....32 EXHIBIT B- ' MERGED AREA A LEGAL DESCRIPTIONS .................................................................33 EXHIBIT C- PROJECTLIST...........................................................................................................59 ' EXHIBIT D- MAP OF REMAINING BLIGHT IN THE 10-YEAR EXTENSION AREAS ..........................61 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 201 NORTH "E" STREET, SUITE 301, SAN BERNARDINO, CA ' MERGED, AMENDED, AND RESTATED ^. REDEVELOPMENT PLAN FOR THE ' SAN BERNARDINO MERGED REDEVELOPMENT 0j r PROJECT AREA A ' Redevelopment Agency of the City of San Bernardino February 26, 2010 1_ ' Adopted: ' Effective: Ordinance No: ROSENOW SPEVACEK GROUP, INC. www.webrsg.com 1 ' Method of Financing SECTION C: PRELIMINARY ASSESSMENT OF THE PROPOSED METHOD OF FINANCING Sections 33333.11 and 33352 of the CRL require the Report to include information on the proposed method of financing, including information on the economic feasibility of the project. This description shall also identify sources and amounts of moneys other than tax increment revenues that are available to finance projects or programs. Additionally, the description shall identify the reasons that the remaining blight cannot reasonably be expected to be reversed or alleviated by private enterprise or governmental action, or both, without the use of the tax increment revenues available to an agency because of the proposed amendment. For the two 10-year extension Project Areas, CCN and M/CC, the description shall include the amount of tax increment revenues that is projected to be generated during the period of the extension, including amounts projected to be deposited into the Housing Fund and amounts to be paid to affected taxing entities. The Merger and Amendments would address the needs of the Agency by making the following changes: Merge the CCN, SEIP, Tri-City, South Valle and CC Merged Project Areas (merged as Merged ' Area A), Increase and set a single cumulative limit on the amount of tax increment revenues that may be received from Merged Area A, X32 7���oav r/ • Set a single cumulative bonded indebtedness limit or the Merged Area A, and ��11i2,.c.�dc� r' • Extend the effectiveness and period to receive tax increment revenue for the CCN and M/CC Project Areas by an additional 10 years. As described in the Introduction of this Report, the Agency's financial resources are constrained and insufficient to address remaining blight in Merged Area A. Section A of this Report details significant blight remaining within Merged Area A requiring the Agency's assistance to alleviate. Section B includes a list of projects needed to continue to address and correct remaining conditions of blight in Merged Area A. The d estimated financial resources to fund blight eliminating projects and programs in Merged Area A totals $250 aSa million rior to financin costs. The Merger and Amendments to the Project Areas will provide the Agency greater financial exibility to implement redevelopment projects and programs. PROPOSED METHOD OF CONTINUING TO FINANCE REDEVELOPMENT ' The Merger and Amendments do not propose any changes to the existing financing methods available to the Agency. The Agency intends to continue to finance redevelopment of Merged Area A with the following resources(not in order of priority): 1. Tax increment revenue; 2. Bonded debt; 3. Proceeds from the lease or sale of Agency-owned property; 4. Participation in development; 5. Financial assistance from the City, County, State of California, and/or Federal Government; and ' 6. Any other legally available source. The financing sources are described in more detail in the following discussion. PROPERTY TAX INCREMENT - The Agency currently receives tax increment revenue from all Project Areas within Merged Area A. The Agency will continue to use property tax increment revenue as provided for in Section 33670 of the CRL, and Q RSG _' 126 SAN BERNARDINO MERGED AREA A MERGER&AMENDMENTS Report to the Mayor and Common Council as authorized in the Merged Plan, to underwrite project costs. Tax increment revenue will fund ongoing r redevelopment activities and to pay indebtedness incurred by the Agency. Indebtedness includes principal and interest on loans, monies advanced, or debts (whether funded, refunded, assumed, or otherwise) incurred by the Agency to finance or refinance, in whole or in part, redevelopment activities. Tax increment revenues will be allocated to address an array of Agency obligations. As required by Section 3 b�0 33334.2 of the CRL, 20 percent of tax increment revenue is deposited into the Agency's Housing Fund for the purposes of increasing, improving, and preserving the community's supply of low and moderate income housing. However, Housing Fund deposits will increase to 330 errcentnt if a project area is amended to extend the time limit on the effectiveness of its redeve opment plan and tilecollection of tax increment by 10 years. As such, the Agency will be required to deposit 30 percent of the tax increment revenue generated in the CCN and M/CC Project Areas into the Housing Fund upon adoption of the Merged Plan. The net tax increment revenue, after setting aside deposits into the Housing Fund, will be used to pay for Agency obligations to taxing entities and others, debt service costs, and other program expenditures such as infrastructure, capital facilities, economic development, and blight removal programs. BONDED DEBT Under the Merged Plan, the Agency would continue to have the capacity to issue bonds and/or notes for any of its corporate purposes, payable in whole or in part from tax increment revenue. Any bonds issued by the Agency are the responsibility of the Agency, and neither the City nor its taxpayers are liable for debt service on the bonds. Redevelopment bonds are typically issued based on current cash flows, without regard to ' potential increase in revenue that may occur subsequent to the issuance. LEASE OR SALE OF AGENCY-OWNED PROPERTY The Agency may sell, lease, or otherwise encumber its property holdings to pay the costs of project implementation. PARTICIPATION IN DEVELOPMENT ' If the Agency enters into agreements with property owners, tenants, and/or other developers that provide for revenues to be paid or repaid to the Agency, such revenues may be used to pay project implementation costs. FINANCIAL ASSISTANCE FROM THE CITY, COUNTY, STATE, AND/OR FEDERAL GOVERNMENT The Agency may obtain loans and advances from the City for planning, construction, and operating capital The City may also defer payments on Agency loans for land purchases, benefiting the Agency's cash flow. Such assistance may be employed to meet short-term cash flow needs. However, as described earlier in the Report, the City has identified a General Fund budget shortfall of $4.9 million for fiscal year 2009-10. The City is struggling to sufficiently fund necessary services and has ina equate resources to provide assistance to the Agency at this time. ' As available, other funds such as state-apportioned road funds, state housing and infrastructure bond funds, state and federal transportation funds, will be appropriately used in conjunction with Agency funds for costs of project implementation. The State of California's budget crisis continues to worsen as repercussions from the ' nation's economic recession persists. As of January 12, 2010, the California Legislative Analyst's Office reports that the 2010-11 Governor's Budget is proposing major corrective budget actions to address a projected $18.9 billion budget gap." '' ss The 2010-11 Budget:Overview of the Governor's Budget ,http://v .lao,ca.gov/reports/2010/bud/budget_overview/bud_ove"iew_011210.aspx>. ';' Q RSG 127 SAN BERNARDINO MERGED AREA MERGER&AMENDMENTS `n Report to the Mayor and Common Council Although both City and State financial assistance are uncertain options for the Agency in the near future due to current financial challenges, the Agency will continue to seek opportunities to obtain assistance as the economy shows signs of recovery. OTHER AVAILABLE SOURCES Any other loans, grants, or financial assistance from the federal government, or any other public or private source will continue to be utilized, as available and appropriate. The Agency will also consider use of the powers provided by the.CRL to provide construction and other funds for a ro nate ro'ects. Where feasible and appropna e, the genc�may use assessment district and/or Mello-Roos bond financing to pay for the costs of public infras ructure, facthtles, and operations. MERGER AND AMENDMENTS ' Continued tax increment revenue, and the other financing methods described above, are necessary to support blight eliminating projects and programs in Merged Area A. Given current economic conditions and local and state budgetary constraints, the Agency's ability to eliminate remaining blight in Mercted Area AI throu the ro'ects and programs described in Section B, is heavily reliant on its financing and bonding ' capacity from tax increment. a mancla analysis contained to this e I e eport concludes a , in e a sence o t e Merger a d Amendments, the Agency does not current) have sufficient financial capacity to adequate) fund the neceIsa blight eliminating pro c s In er ed Area A. The Merger an men me ' provide bot the necessary financia capacity to eliminate blight and the additio at time required in the CCN and M/CC Project Areas to implement the Downtown Core Vision/Action Plan, as described in Section 8 of this Report. ' J The following discussion describes the current constraints to tax increment revenue generated in the Merged Area A Project Areas and the effect of the proposed Merger and Amendments. CURRENT MERGED AREA A TIME AND FINANCIAL LIMITS Consistent with the CRL, the current Redevelopr'nent Plans for the Merged Area A Project Areas contain time and financial limitations that affect the Agency's ability to use and collect tax increment revenue. Table C-1 presents the current Merged Area A limits. ' Current Project Areas Time&Financial Limitations San Bernardino Merged Area A Table C-1 as as o Last Date to Incur Receive Tax Financial Limit on Project Area Effectiveness of Plan Bonded Debt Limit Indebtedness r Increment Recalvin Tax Increment Central Ci North August 6,2016 t 75 X Annual Maximum ty 9 540,000,000 [liminaled August 6,2026 Debf Service South East Industrial Park June 21.2019 560,000,000 1.75 X Annual Maximum Eliminated June 21,2028 Debt Service Tri-C'ey June 20 2026 $18,000,000 Eliminated June 20.2036 560.000,000 ' South Valle July 9,2026 $14,000,000 Eliminated JuIY 9,2036 1.75 Debt Serves imum rg Central City Meed' - Meetlowbrook/Cenbel City Me 3,2019 1.75 X Annual Maximum Y .550,000.000 Eliminated May 3,2029 Debt Service ' Central city outh 1.75 X Annual Maximum IY May 3.2018 530,000.000 Eliminated May 3,2029 Debt Service Central of Easl 1 75 X Annual Maximum Y May 3.2019 2019 $25.000.000 Eliminated May 3.2029 Debt Service Notes; 1 Limitations are as indicated for each constituent Protect Area 2.The times to incur debt were eliminated pursuant to 33333 0(e)(2)(8)following the enactment of S8211(chapter 741 Statutes of 2001).The limit cortesPOrlda to the plan effectiveness limits of the Project Area Ssmce Rc cr Summer Chisels-San 6emerdtre FDA .. Q RSG r ,28 SAN BERNARDINO MERGED AREA A MERGER IN AMENDMENTS ' Report to the Mayor and Common Council -, Time Limit to Incur Debt: As shown in Table C-1, the Redevelopment Plans for the CCN, SEIP, Tri-City, and South Valle Project Areas were amended in 2003 to eliminate the time limit to incur indebtedness pursuant to Senate Bill 211 (Chapter 741, Statutes of 2001). The Redevelopment Plans for the Central City Merged Project Areas were amended in 2010 eliminate the time limits to incur debt. The time limit to incur debt in Merged Area A corresponds with the Redevelopment Plan effectiveness of each Project Area. Time Limit to Collect Tax Increment Revenue: Table C-1 shows the current time limits to collect tax increment and repay debt for each of the Project Areas within Merged Area A. The Merger and Amendments would extend the Agency's time limit to collect tax increment and repay debt for the CCN and M/CC Project Areas _ by 10 years(as discussed later in this Section). The time limit to collect tax increment for SEIP,Tri-City, South Valle, CCE and CCS Project Areas would remain unchanged. Following ado tion of the proposed Mer ed Plan, the Agency may collect tax increment revenue from CCS, and EIP Project Areas until 20 ; from the CN, South Valle an ity Project Areas un t TOX, Project Area until 2039. Financial Limit on Tax Increment: The current limit on the amount of tax increment that may be collected in I each Project Area, excluding the Tri-City Project Area, is equal to 1.75 times the Annual Maximum Debt rvice. This limit is difficult to track and is independent o project costs or proje&CUTax increment receipt. The Tri-City Project Area currently has a tax increment limitation 0 million, of which approximately$43.7 million has been collected by the Agency to date. The Td-City Project A ea is anticipated to reach its tax incremen) limit in fiscal year 2010-11 without the Merger and Amendments. Additionally, to comply with the Bond Indenture, all increment from the Tri-City Project Area is currently being diverted to the Trustee to ensure payment of debt service over the term of the bonds. The Merger and Amendments would establish a more transparent and measurable cumulative tax increment limit for the entire Merged Area A, and ensure that blight eliminating redevelopment projects in the Tri-City Project Area can continue to be adequately financed through the Merger and increased tax increment limit. Financial Limit on the Amount of Bonded Indebtedness Outstanding at One Time: As depicted in Table C-1, each Project Area has a separate bonded indebtedness limit. Separate bonded indebtedness limits imp de the Agency's ability to effectively issue and track future bonds in Merged Area A. Additionally, the cumulative n bonded indebtedness limit, based on the current amounts established in each Project Area totals $237 6 million and impairs gency's ability to issue adequate bonds o u ure rojects. The merger an Amendments s woul es a is a singe increased cumulative on P in a edness lima or the entire Merged Area A and ensure that the Agency has sufficient bonding capacity through the life of Merged Area A to finance the necessary blight eliminating projects. ' TAX INCREMENT REVENUE PROJECTIONS A financial analysis of the Merger and Amendments inclusive of tax increment revenue projections of Merged i ' Area A was completed using the fiscal year 2009-10 Equalized Assessment Roll. The analysis compares the amount of potential tax increment generated in Merged Area A with and without the time and financial limit changes proposed by the Merger and Amendments. Table C-3 presents a preliminary forecast of Merged Area A tax increment revenue generated under the existing time ann iTnaRcial limits. Table C-4 presents a preliminary forecast under the proposed new emits of the erger men he forecasts are"Gased on the following assumptions: 1. Assessed Value Growth Rates: As a baseline, historical assessed valuation growth rates (since inception) of each Project Area were analyzed to forecast future growth rates in Merged Area A. \ tax increment rojections assume a 12 percent annual growth rate through the term each Project Area ma collect tax increment to re a e gro r e is ase Pn maximum average bttYt�� growth rate in Merged Area A since inception. This a oach nr vides a realistic nd customized approach to forecasting future tax increment revenue and onded indebtedness limit m erged Area A. Table C-2 shows the historic assesse�tion gro h rate and fiscal year 2 09-10 assessed GI values in each Project Area. 7 ' ORSG 129 ' SAN BERNARDINO MERGED AREA A MERGER&AMENDMENTS 1' I Report to the Mayor and Common Council '- Merged Area A Historical Growth Rates Table C-2 San Bernardino Merged Area A ' 2004-2009 Inception-2009 5-Year Historical ' Project Area Average Average CCN 1% 4% SEIP 9% 12% ' Tri-City 18% 12% South Valle 6% 7% CC Projects 9% 4% Average 10% 901 1%- 18% 4% - 12% 2. Low and Moderate Income Housing Fund Set-Aside Revenues-As required by Section 33334.2 of the CRL, the Agency deposits at least 20 percent of Merged Area A tax increment revenue in the Agency's Housing Fund for the purposes of increasing, improving, and preserving the community's supply of affordable housing. Upon adoption of 10-year extensions for the CCN and M/CC Project Areas, the Agency's Housing Fund deposits for those Project Areas will increase to 30 percent, beginning in fiscal year 2010-11.ae ' 3. Pass-through Payments, Pass-through pay ments to taxin g entities amount tO a roximately 30 3 ercent of projected ross Mer Area A tax Incre ent r venue. he actua amount of pass- throug payments vary based on the amount of tax increment revenue collected each year. The Agency shares tax increment revenue with affected taxing entities based on two types of pass- through payments, negotiated payments and statutory payments. Two of the seven Project Areas proposed to be merged have existing negotiated tax-sharing agreements with affected taxing entities. The Tri-City and South Valle Project Areas are subject to ' negotiated agreements. For the Tri-City Project Area, the Agency entered into tax sharing agreements with three taxing entities: Colton School District, Redlands Unified School District, and San Bernardino Municipal Water District. For the South Valle Project Area, the Agency has a single tax-sharing agreement with San Bernardino Municipal Water District. The Merger and Amendments would have no effect on these existing agreements and the taxing entities would continue to receive their agreed-upon shares. ' In the remaining five Project Areas of Merged Area A, the Agency remits payments to affecting taxing entities in accordance with statutory formulas set forth in Section 33606.7 of the CRL ("Statutory Payments"), without negotiated payment agreements. The requirement for these Statutory Payments ' were triggered by the SB211_amendments rescinding the time limit to incur debt for these Project Areas. Statutory Payments will continue for the duration of the tlmeframe to collect tax increment revenue for each Project Area. The statutory formula is based on a tiered system, which is reflected in the tax increment projections. Upon adoption of the Merger and Amendments, taxing entities with written agreements for negotiated payments in the Tri-City and South Valle Project Areas will continue to receive payments under the terms of those agreements, and will not receive statutory i ' payments. "Assuming adoption of the Merged Plan including the 10 year extension is adopted in fiscal year 2010-11. Q RSG 130 1 SAN BERNARDINO MERGED AREA A MERGER&AMENDMENTS ' Report to the Mayor and Common Council IBased on the assumptions previously described, Agency tax increment revenue projections for each Project Area have been forecasted and ched to this Report as Appendix 5. A er Rousing Fund set-aside posits and pass-through payments to affected taxing entities are ma e, net tax increment revenue will be available for existing and new debt service obligations, eligible redevelopment projects such as infrastructure ' improvements, development incentives, and other non-housing uses. MERGED AREA A MERGER As previously discussed, the Agency's financial capacity is constrained and the merger of the seven Project Areas, proposed as Merged Area A, would allow the Agency to cover immediate obligations in the Project Areas. The Merger and Amendments further allow the Agency to increase revenue available to pay current debt service obligations and fund blight eliminating projects. The merger would also allow the Agency to coordinate a more comprehensive approach to alleviating blight by implementing programs across Project Areas and reducing overhead costs. To establish that the proposed merger of the seven Project Areas would be of substantial benefit to the community and the elimination of blighted areas, summaries have been prepared for each Project Area comparing tax increment projections based upon current time and financial limitations, and tax increment projections based upon the Merger and Amendments. The summaries depicted in T bleu -3 and C-4 include county admh�rrativ`tees`Agency operation and administration costs, bond debt service payments, pass-through payments, and other existing outstanding obligations of each Project Area. y Table C-3 resents the tax increment revenue available to the Agency if the Merger and Amendments were P ' not adopted and is reflective of the Agency's current financial capacity in the seven Project Areas. As shown in Table C-3, the Agency currently faces a deficit of approximately $1.5 million and $19.4 million in the CCN and Tri-City Project Areas, respectively. Without the Merger and Amendments, the Agency will be unable to pay its current outstanding obligations due from the CCN and Tri-City Project Areas. In addition, no funding would be available for future projects and programs necessary to eliminate blighting conditions remaining in these Project Areas. Tax increment revenue generated in the other Project Areas is therefore necessary to eliminate blight and pay existing obligations in the CCN and Tri-City Project Areas. Additionally, the CCN,Tri- City, and .Central City Merged Project Areas other outstanding obligations total more than $34.5 million. Merging the Project Areas will allow the Agency to decrease the amount of tax increment revenue needed to pay other outstanding obligations within Merged Area A. Q RSG 131 ' SAN BERNARDINO MERGED AREA A MERGER&AMENDMENTS Report to the Mayor and Common Councit Projected Tax Increment Revenue by Project Area unde Existing Redevelopment Plan Limits San Bernardino Merged Area A Table C-3 ' CCN SEIP TO C South l Vella CC Mar rrd Tota Total Gross Tax Increment Revenue 44,236,374 265,539,387 6,609,297 180,932,939 172,372,987 669,690,933 Growth Rate Assumptions 12.0% 12.0% 12.0% 12.0% Less: 12.0% Housing Set Aside Obligations3 8,847,275 53.107,877 1,321,849 36,186,588 38,684,633 138,148,222 ' County Administrative Fees 110,591 663.848 16,523 452,332 430,932 1,674,227 Operation and Administration 2,211,819 13,276,969 330,462 9,046,647 8,618,649 33,484,547 Gross Non Housing Revenue 35,278,508 211,767,661 5,270,874 144,294,019 133,257,422 529,868,484 Obligations Bond Debt Service' 9,074,531 42,659,174 19,848,103 9,948,260 26,178,520 107,708,588 Pass-through Payments 9.907,496 63,464,447 4,853.660 76,321.353 44,469,860 199,016,817 , . Other Outstanding Obligations' 17,823,849 31,338 - 24,310 17,556,216 35,435.713 Net R771 ent Funds 1,527,367 105,612,702 19,430,869 SB,OD0,095 45,052,826 187,707,366 ' Notes: 1 Projecthe existing lime antl financial limits for each project area 2 Gross ent Revenue antl associated deductions based on RSG Projections(October,20091 3 20%ovenues are deposited in 4 Debt Sd on Agency's bond debt service schedule 5 Includedue to other roect area's nithin the A enc indudin me Housing Fund ' Table C-4 resents tax increment revenue enerated under the terms of the roposed Mer er and mendments. The proposed merger will enable the Agency to use resources from one Project Area fort the benefit of another Project Area and the entire Merged Area A. As shown�in Ta�C_q the Agency will also be able to use tax increment from other Project Areas to cover eficits in the CCN and Tri City Project Areas. The Agency will also be able to reduce its ot_ h er outdmg obhcahons by 819.3 mtlbon. Merging the Project Areas increases the Agency's financial capacity and will benefd the community by allowing sufficient revenue to address the blighting conditions described in Section A of this Report. j i Q Ps 132 SAN BERNARDINO MERGED AREA MERGER&AMENDMENTS Report to the Mayor and Common Council ' Protected Tax Increment Revenue by Project Area under Proposed Merger&Amendments Table C4 San Bernardino Merged Net A ^,{I6 SEIP Tr6Cl South VSNs CC Men al Total MargM Man As Total Gross Tax Increment Revenue 16 .578,398 165r9,387 1 59C,669,880 180.932.939 258 929573 1,367,650.177 1.367.650,177 Groi Rate Assumptions 120X' 12.0% 12.0% 12.0% 120% Less: Housing Set Aside Obligations2 48.27 , 07 53,107,877 100,133.976 36.186,588 63.180,946 300,887,594 300.887,594 County Administrative Fees 403,946 663,848 1,251,675 452.332 647.324 3,419.125 3,419,125 ' Operator,and Administration 8,078,920 13.276.969 25,033,494 9.046,647 12.946,479 68.382.509 68.382,509 Gross Non Housing Revenue 112,896,245 211 767,661 399,284,229 144,294.019 195,101,303 1,063.343.458 1,063.343,458 1 Obligations Bond Debt Service" 9.074.531 12.659,174 19.848,103 9,948.260 26178,520 107708,588 107.708.588 Pass-through Payments 49.179.035 63.464,447 204.885.288 76.321,353 704921,798 464,771,922 199,016.817 Other Outstanding Obligations' 17,823,849 31,338 24,310 17,556.216 35,435,713 16,092,498 Not Redevelopment Funds 36.818,830 105.612,702 174.550,838 58,000,095 80,444.7700 455.427.235 740.525.556 Notes: 3 V (� 111 t Gross Tax muement Revenue and associated deductans based on PSG Prge tens(Octobm.2009) 3° p 2 20%0 Gloss TI revenues are deposited in me Agencys Housing Fund to.CC$,CCE. SEIP.TO-City and South Vane p.,act Are 30%d Gro T revenues are deposited into the ' V Housing Fund hom CCN and the MeadowbodJ CC Protect Areas 3 Gob Semce based on Agency's bond debt service schedule 4 Includes amounts due to enter prgecl area's within Me Agency As well as 5 Merged Area A projections assumes all amendments descdped in this section are adopted including eliminating Me lax Increment limit for Tn{ity Protect Area 1 Pursuant to the CRL, mergers of project areas are desirable as a matter of public policy if they result in substantial benefit to the public and if they contribute to the revitalization of blighted areas through increased 1 economic vitality of those areas.67 The Merger and Amendments provide a comprehensive approach to f' meeting the Agency's financial needs. Merging the seven Project Areas into Merged Area A addresses the potential challenges of the Agency to alleviate both near and long term cash flow constraints in struggling Project Areas by providing funding from economically healthy Projects Areas. By merging the Project Areas, 1 the Agency will be able to revitalize blighted areas through increased economic vitality of Merged Area A. PROPOSED CUMULATIVE TAX INCREMENT LIMIT 1 The Project Areas within Merged Area A have separate limits on the amount of tax increment that may be collected in each area. The Merger and Amendments are proposing to set a single cumulative tax increment limit for Merged Area A. The Merger and Amendments will allow Agency funds to be cross collateralized between the Project Areas and a single cumulative limit on the amount of tax increment revenue received by the Agency will allow effective administration of the redevelopment program in Merged Area A. As depicted in Table C-1, the CCN, SEIP, South Valle, and Central City Merged Project Areas are subject to 1 an annual cap of 1.75 times the maximum annual debt service paid by each Project Area. This means that the Agency's ability to collect tax increment is directly proportional to its annual outstanding debt service obligations and varies from year to year. Tw increment limits set in this manner are very diffigu to track. A single cumulative tax increment limit ensures taxing agencies are receiving a fair share of property tax ' revenue and improves Agency transparency. The Tri-City Project Area currently has a tax increment limitation of $60 million, of which approximately $43.7 million has been collected by the Agency to date. Without the Merger and Amendments, the Tri-City Project Area is anticipated to reach its tax increment limit in fiscal year 1 2010-11 and will significantly affect the Agency's ability to pay existing obligations. The proposed tax increment limit is based on the tax increment projections presented in Table C-3 and future project cos estimates. Estimated project costs are based upon the projects and programs, detailed in tX.N) Section B of this Report, that are necessary to eliminate remaining blight in Merged Area A. The proposed ' -alnNyT , CRL Section 33485 s' 1 Q RSG 133 1 1 SAN BERNARDINO MERGED AREA A MERGER&AMENDMENTS Report to the Mayor and Common Council tax increment limit assumes that 100 percent of the project cost will be financed through bonds and assumes that the principal and interest payments are approximately three times the project cost. Table C-5 shows the estimated financial need of the Agency for Mer ed Area A and ro osed tax¢ ' increment limit. he Agency is proposing a single cumulative tax increment limit of 2.5 billion that accounts ex enditures and projected costs for future redevelopment activities in Merged rea A.To date the gency s col a an es mated f tax increment revenue within erge A. additional 1.98 billio alon with $198.1 milli ntin enc funds, are needed to implement future ALL redeve op ant activitie in Mer ed Area A. ^ iProposed Tax Increment Limit: Merged Area A Table C-5 San Bernardino Merged Area A ' Tax Increment Collected to Date 300,718,764 Projected Future Tax Increment Revenue2 (�(!� C-'f� 1,367,650,177 7 / Tax Increment Needed for Future Obligations: 1,730,605,451 Housing Fund Deposits 300,887,594 ' County Administrative Fees 3,419,125 Pass-through Payments 464,771,922 Existing Bond Debt Service 107,708,588 Tax increment Needed for Current Obligations: 853,818,222 Future Bond Debt Service 750,000,000 Operations and Administration 68,382,509 Outstanding Obligations e1 35,435,713 ' Funds,Needed for Redevelopment Projec I;� 250,000,000 Total Tax Increment Required 1,980,605,451 ' Agency Reserves for Contingencies(10%) 198,060,545 Proposed Tax Increment Limit 2,500,000,000 iNotes: 1 Total gross tax increment revenue collected from CCN, SEIP, Tri-City, South Valle, CC Projects from the adoption of each Project Area redevelopment plan ' 2 Assumes tax increment revenue after the Merger and Amendment is adopted 3 RS estimates $250 million will be needed to fund future redevelopment projects,these rojects are currently anticipated to be a hundred percent funded through bonds Source:A enc Tax Increment Receipts and RSG Projections 2009 f PROPOSED CUMULATIVE BONDED INDEBTEDNESS LIMIT As depicted in Table C-1, each Project Area has a separate limitation on the amount of bonded indebtedness that may be outstanding at any one time. Separate limits on outstanding bonded indebtedness hinder the Agency's ability to administer and issue future bonds in Merged Area A. The Agency is therefore proposing to establish a single cumulative limit on the amount of bonded indebtedness that may be outstanding in Merged O RSG 134 SAN BERNARDINO MERGED AREA A MERGER&AMENDMENTS ' Report to the Mayor and Common Council Area A at any given time. The existing cumulative bonded indebtedness limit for the Project Areas that comprise the proposed Merged Area A totals J237 and—haa. The Agency estimates that future projects and programs in Merged Area A will total $250 million. Therefore, increasing the bonded indebtedness limit will ensure that the limit allows for maximum future bonding capacity to support projects and programs. Table C-6 presents the proposed bonded indebtedness limit that may be outstanding at any one time and accounts for ews Ing and ure I bond obligations. The outstanding pnncipa debts own Inc udes principal from the Agenc s H sing Fun nds, and assumes that 36 percent of the principal payment is ' derived from Merged ea A Project Areas. he proposed increased, cumulative Merged Area A bonded indebtedness limit tota of$327 million. ' Propose Bonded Indebted ess Limit: Merged Area A Table C-6 San Berna dino Merged Area A Outstanding t 77,037,103 Future Principal Debt' 250,000,000 �I Proposed Bonded 1 debtedness Limit 327,000,000 ' Notes: 1 Assumes that 100 percent of future project cost will be financed through bonds. Source:Agency Debt Service Schedule TEN YEAR EXTENSIONS FOR CENTRAL CITY NORTH AND MEADOWBROOK/ CENTRAL CITY PROJECT AREAS ' The Merger and Amendments propose to extend the Redevelopment Plan effectiveness and time limit to receive tax increment from the CCN and M/CC Project Areas by 10 years. CRL Section 33333.11 requires a summary of the amount of tax increment revenue, including Housing Fund deposits and pass-through payments, that will be generated during the 10 year extension period in each Project Area. ' Table C-1-shows the fiscal implication of increasing the time limit for the CCN Project Area by 10 years. —ffuring e r extension period, the Agency will receive additional tax increment revenue in the amount of $117.3 million from the CCN Project Area. Of this amount, approximately $35.2 million will be deposited into the Housing Fund and $39.3 million will be paid to affected taxing entities. RSG -- — 135 1 ' SAN BERNARDINO MERGED AREA A MERGER&AMENDMENTS Report to the Mayor and Common Council [San!Bernardino Summa of Additional Revenue from 10 Year Extension Table C-7 Merged Area A FY 2009-10 through FY 2025-26 through FY 2024-25 FY 203435 Total Gross Tax Increment Revenue 44,236,374 117,342,024 161,578,398 Housing Fund Deposits' (13,075,599) (35,202,607 (48,278,207) Administrative Fees (110,591) (293,355) (403,946) Non Housing Revenue 31,050184 81,846,062 112,896,245 Pass-through Payments (9,907,496) (39,271,539) (49,179,035) Bond Debt Service (9,074,531) 0 (9,074,531) Other Obligations (17,823,849) 0 (17,823,849) ' Net Redevelopment Revenues (5,755,692) 42,574,522 36,818,830 Notes: 1 Deposits to the Housing Fund are 30% of gross lax increment beginning FY2010-11 ' Table C-8 shows the fiscal implication of increasing the time limit for the M/CC Project Ar e by 10 During the 10 year extension period, the Agency will receive additional tax increment revenue in he amournt ' of$86.6 million from the M/CC Project Area. Of this amount, approximately$26.0 million will be deposited into the Housing Fund and$27.8 million will be paid to affected taxiing entities. M/CC: Summa of Additional Revenue from 10 Year Extension Table C-8 San Bernardino Merged Area A FY 2009.10 through FY 2021.22 through FY 2020.21 FY 2030-31 Total Gross Tax Increment Revenue 29,956,350 86,556,587 116,512,937 Housing Fund Deposits' (8,730,643) (25,966,976) (34,697,619) ' Administrative Fees (74,891) (216,391) (291 282) Non Housing Revenue 21,150,817 60,373,219 81,524,036 ' Pass-through Payments (5,582,182) (27,790,427 ) (33,372,609) Net Redevelopment Revenues 15,568,634 32,582,792 48,151,427 Notes: 1 Deposits to the Housing Fund are 30% of gross tax increment beginning FY2010-11 2 Net Redevelopment Revenues does not account for obligations which are shared by CC Merged Projects, including bond debt service. R S G ---- - - ---- _ _ -----T136 SAN BERNARDINO MERGED AREA MERGER&AMENDMENTS Report to the Mayor and Common Council REASONS FOR THE PROVISION OF TAX INCREMENT Tax increment financing will continue to be an essential component of a successful redevelopment program in the Merged Area A. As demonstrated in Section A of this Report, many blighting conditions are attributed to a lack of financial incentives for new development and property rehabilitation. Lack of property maintenance ' and reinvestment has resulted in physical decay within Merged Area A that cannot be remediated without Agency assistance. While there are other means to raise public funds without tax increment financing, these techniques would ultimately result in higher taxes or increased development costs, both of which are counterproductive to resolving the unique issues in Merged Area A. As earlier described, the recent economic environment and the financial challenges of the City and State severely limit the potential for the Agency to receive assistance funded from governmental sources. The Agency's main source of revenue for remediating blight in the proposed Merged Area A is tax increment revenue. Upon adoption of the Merger and Amendments, an estimated $740.5 million in net tax increment revenue will be available to the Agency to fund blight eliminating programs and projects. The receipt of tax increment from the Merged Area A is essential to eliminating the remaining blight in each Merged Area as outlined in Section A of this Report. The provision of tax increment revenue must be included in the Merged Plan because other sources are not available or are insufficient to finance the costs of redeveloping Merged Area A. Although the Agency will ' attempt to use other available financing programs, these may not be viable for the type and amount of improvements required. For example, certain public improvements could be financed by creating an assessment district, but given the relatively low income levels of many residents in Merged Area A and limited ' rental income for property owners, it is unlikely that the two-thirds vote needed under Proposition 218 to effectuate an assessment district would be supported. Additionally, assessment and community facility districts impose a financial burden that area businesses and potential developers may be unable to bear. As ' indicated by the continued presence of blighting conditions, which can be found throughout the Merged Area ' A, some property owners do not have the resources to maintain their properties, much less rehabilitate them. Therefore, it cannot be reasonably expected that private enterprise acting alone would have the means to accomplish redevelopment of Merged Area A. When adverse conditions are not addressed, the resulting ' physical and financial impacts imposed by these conditions will exacerbate existing blighting conditions. Tax increment financing provides a dedicated source of revenue for the Agency to invest in housing and other redevelopment programs, without burdening property owners or residents with additional costs that they ' cannot afford. Utilization of tax increment financing will provide the resources to develop a consistent and direct approach to activities and programs needed to eliminate blight, provide for the improvement of infrastructure, and aid in the expansion of Merged Area A economic base. The Agency does not currently have, nor expects to have, the available financial resources to fund the magnitude of improvements ' necessary to reverse the adverse conditions present in Merged Area A without the Merger and Amendments. 'I O RSG -- — 137 1 Amended Implementation Plan ' SECTION D: AMENDMENT TO THE AGENCY'S IMPLEMENTATION PLAN CRL Sections 33333.11 and 33352 require that the Agency prepare an amendment to the Agency's Implementation Plan pursuant to Section 33490 of the CRL to incorporate any changes resulting from the ' Merger and Amendments. The Agency adopted the 2009110 through 2013/14 Implementation Plan and Housing Compliance Component ("Implementation Plan") on December 7, 2009 by Resolutions No. CDC/2009-65 and CDC/2009-66. The Implementation Plan includes Merged Area A and the proposed ' Merger and Amendments will not change existing programs and projects. The Merger and Amendments will impact the Agency's current Implementation Plan because the fiscal impact and inclusionary housing production requirements of the 10 year extensions in the CCN and M/CC Project Areas. An Amended Implementation Plan detailing amended revenue and inclusionary housing production requirements will be presented at the public hearing nforthe nMerger and Amendments The Agency's Amended Implementation Plan is included as Appendix — 1: f 138 © Neighborhood Impact SECTION E: NEIGHBORHOOD IMPACT OVERVIEW CRL Sections 33333.11(e)(9), related to the 10-year extension in the CCN and M/CC Project Areas, and 33352(m)require that this Report contain a neighborhood impact report that discusses the impact the Merged Plan will have on low and moderate income persons or families in the following areas: relocation, traffic circulation, environmental quality, availability of community facilities and services,effect on school population ' and quality of education, property assessments and taxes, and other matters affecting the physical and social quality of the neighborhood. This Section includes a discussion of all of the Project Areas that comprise Merged Area A. Additional issues that the neighborhood impact report must address include: the number of low or moderate- ' income dwelling units to be removed or destroyed; the number of low or moderate income persons or families expected to be displaced; the general location of housing to be rehabilitated, developed or constructed; the number of dwelling units planned for construction or rehabilitation to house persons and families of low or moderate income (other than replacement housing); the projected means of financing the aforementioned dwelling units; and the projected timetable for meeting the Merged Plan's relocation, rehabilitation, and replacement housing objectives. Environmental Impact Reports ("EIRs") generally serve as a basis for the information required by this neighborhood impact report. The Agency must complete an EIR as a part of the Merger and Amendments process. Typically, the information contained in this section is prepared for the Report to the Common Council, and is accompanied by the EIR for the project. However, in this case, this section is being prepared in advance of the EIR. Therefore, data resources include the Initial Study"and other research completed as the EIR is being prepared. A large portion of the environmental data has been obtained from the EIR the City prepared in 2005 for its General Plan Update.8' As all proposed projects within Merged Area A must conform ' to the City's General Plan, its EIR provides a reasonable basis for the following discussion. Finally, information on affordable housing production, replacement, and related activities was obtained from the Agency's Ten Year Housing Compliance Plan, adopted in 2009. IMPACT ON RESIDENTS IN MERGED AREA A AND SURROUNDING AREA The Merger and Amendments will not alter the boundaries of existing Project Areas, only merge them into a single administrative project area. The proposed Merger and Amendment would generally provide for additional funds to implement projects which have been or will be evaluated for purposes of CEQA(California Environmental Quality Act, Public Resources Code Sections 21000 et seq.), within Merged Area A. Any additional programs and projects will be evaluated through the necessary environmental processes, including the EIR for the Merged Plan, and future project-specific evaluations as needed per CEQA. RELOCATION Merged Area A contains approximately 2,459 residential households, with approximately 63% of the households occupied by low- or moderate-income persons or families. At this time, no foreseeable projects have been proposed for Merged Area A that would involve displacement of low- and moderate-income residents. However, should displacement occur in the future, eligible displaced residents will be offered relocation benefits as required by law. Additionally, if future revitalization projects involve the displacement EB City of San Bernardino. Initial Study for the San Bernardino Redevelopment Proiecl Area Merger—Area A RBF Consulting,November ' 11,2000. , "City of San Bernardino.San Bernardino General Plan Update and Associated Specific Plans Environmental Impact Repoli. The Planning Center,September 30,2005. ' O R S G ------ ------- -- -- I l 1 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ogkON COUNCIL OFFICE CITY Of SAN 6EflP?�Sn''il 10 OCT 14 PH 4: 05 INTER-OFFICE MEMORANDUM TO: Mayor Morris, City Council (7), City Attorney (2), City Manager (2), City Clerk FROM: Emil Marzullo, Executive Director BY: Don Gee, Deputy Director SUBJECT: Agenda backup material for Joint Public Hearing - Merged Area A, November 1, 2010 Mayor and Common Council and Community Development Commission Meeting DATE: October 15, 2010 COPIES: File This binder serves as the backup materials for the below item on the November 1, 2010 meeting of the Mayor and Common Council and the Community Development Commission of the City of San Bernardino. ' Agenda Backup Material ' Joint Public Hearing Merged Area A November 1, 2010 i r 1 70"M rT 1 1 1 l g 1 • 1 San Bcrnarlflno 1 1 1 SAN BERNARDINO MERGED r AREA A MERGER AND r AMENDMENTS 1 r r r r a Staff Reports and Resolutions Merged, Amended and Restated Redevelopment Plan Preliminary Report ' Report to Common Council Appendices Transmittals and Notices Draft EIR Final FIR - Draft • June 2010 San Bernardino Merged Area A Merger and Amendments Environmental Impact Report 1 ��� 0'' Prepared for: ,{�'i11 -.•. 'rt Prepared by: City of San Bernardino Redevelopment Agency WF CONSULTING REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO CowxoN COONCN. OFFICF ' CITY Pr °AM PFRa'+cn 1Q OCT 20 AM 11: 30 1 INTER-OFFICE MEMORANDUM TO: Mayor Morris, City Council (8), City Attorney (2), City Manager (2), City Clerk FROM: Emil Marzullo, Executive Director BY: Don Gee, Deputy Director SUBJECT: Additional Agenda backup material for Joint Public Hearing - Merged Area A, November 1, 2010 Mayor and Common Council and Community Development Commission Meeting DATE: October 18, 2010 iCOPIES: File This Draft and Final Environmental Impact Report is additional backup material, to that which was previously sent on Thursday, October 14, 2010, for the below item on the November 1, 2010 meeting of the Mayor and Common Council and the Community Development Commission of the City of San Bernardino. The Draft EIR is in Executive Summary form which also includes a CD containing the full EIR including the Technical Appendices. The Final EIR contains Section 12.0 (Mitigation Monitoring Program) and Section 13.0 (Comments and Responses). The Draft EIR, Technical Appendices, Mitigation Monitoring Plan and Comments and Responses Sections together represent the entire Environmental Impact Report for Merged Area A. Additional Agenda Backup Material Joint Public Hearing Merged Area A November 1, 2010 1 DRAFT PROGRAM ENVIRONMENTAL IMPACT REPORT SAN BERNARDINO MERGED AREA A MERGER AND AMENDMENTS 1 SCH NO. 2009111089 Lead Agency: iREDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 201 North "E" Street, Suite 301 ' San Bernardino, California 92401 Contact: Mr. Jeffrey Smith, AICP, Senior Urban Planner City of San Bernardino Economic Development Agency 909.663.1044 IPrepared by: 1 RBF CONSULTING 14725 Alton Parkway Irvine, California 92618-2069 ' ! Contact: Ms. Collette Morse AICP 949.472.3505 1 .g. June 2, 2010 L JN 65-100614 , f San Bernardino Merged Area A— Merger and Amendments Environmental Impact Report �1A BBI7A IAA TABLE OF CONTENTS Section 1.0: Executive Summary......................................................................................... 1-1 ' 1.1 Project Location ..............:........................................................................ 1-1 1.2 Project Summary...................................................................................... 1-1 1.3 Project Objectives.................................................................................... 1-7 1.4 Summary of Project Alternatives.............................................................. 1-8 1.5 Summary of Environmental Impacts and Mitigation Measures............. 1-11 Section 2.0: Introduction and Purpose.................................................................................2-1 2.1 Authority...................................... ...2-1 ' 2.2 EIR Scoping Process...............................................................................2-3 2.3 Compliance with CEQA ...........................................................................2-6 2.4 Intended Uses of this EIR........................................................................2-6 2.5 Format of the Program EIR.......................................................................2-7 2.6 Incorporation by Reference...............:......................................................2-9 27 CEQA Document Tiering .......................................................................2-11 Section 3.0: Project Description............................................................................................3-1 3.1 Environmental Location and Setting........................................................3-1 1, 3.2 Background......................................... ....:...............................................3-1 3.3 Redevelopment Agency Goals ............. .. ........................... .......................3-6 3.4 Five-Year Implementation Plan................................................................ 3-7 3.5 Project Goals.......................,..........:................................:...................... 3-10 3.6 Project Characteristics.........................................................:.................3-11 3.7 Assumptions for Environmental Analysis .............................................. 3-22 ' 3.8 Phasing ................................................:................................................. 3-23 3.9 Agreements, Permits, and Approvals.................................................... 3-23 Section 4.0: Basis of Cumulative Analysis........................................................................... 4-1 ' 4.1 Introduction .............................................................................................. 4-1 4.2 Cumulative Analysis in this EIR............................................................... 4-2 ,. Section 5.0: Environmental Analysis .................................................................................... 5-1 5.1 Land Use............................................................................................... 5.1-1 5.1.1 Regulatory Setting.................................................................... .5.1-1 5.1.2 Environmental Setting.............................................................. .5.1-8 5.1.3 Significance Threshold Criteria...............................................5.1-14 5.1.4 Project Impacts and Mitigation Measures...............................5.1-15 5.1.5 Cumulative Impacts and Mitigation Measures........................5.1-22 '1 5.1.6 Significant Unavoidable Impacts.............................................5.1-23 5.1.7 Sources Cited.......................................................................... 5.1-23 DRAFT 1 JUNE 2010 Table of Contents San Bernardino Merged Area A- Merger and Amendments Environmental Impact Report SJII iil!I'llAfl IIIO TABLE OF CONTENTS (continued) 5.2 Population, Employment, and Housing ................................................5.2-1 5.2.1 Regulatory Setting.....................................................................5.2-1 ' 5.2.2 Environmental Setting...............................................................5.2-1 5.2.3 Significance Threshold Criteria.................................................5.2-6 5.2.4 Project Impacts and Mitigation Measures.................................5.2-6 ' 5.2.5 Cumulative Impacts and Mitigation Measures........................5.2-11 5.2.6 Significant Unavoidable Impacts............................................. 5.2-12 5.2.7 Sources Cited..........................................................................5.2-12 5.3 Aesthetics...............................................................................................5.3-1 5.3.1 Regulatory Setting.....................................................................5.3-1 5.3.2 Environmental Setting...............................................................5.3-2 5.3.3 Significance Threshold Criteria.................................................5.3-5 5.3.4 Project Impacts and Mitigation Measures.................................5.3-6 5.3.5 Cumulative Impacts and Mitigation Measures........................5.3-22 5.3.6 Significant Unavoidable Impacts.............................................5.3-23 5.3.7 Sources Cited..........................................................................5.3-23 ' 5.4 Traffic ..............................................................:....................................5.4-1 5.4.1 Regulatory Setting.....................................................................5.4-1 5.4.2 Environmental Setting..................... 5.4-2 5.4.3 Significance Threshold Criteria...............................................5.4-14 ' 5.4.4 Project Impacts and Mitigation Measures............................... 5.4-15 5.4.5 Cumulative Impacts and Mitigation Measures........................ 5.4-24 5.4.6 Significant Unavoidable Impacts............................................. 5.4-25 5.4.7 Sources Cited.......................................................................... 5.4-25 5.5 Air Quality.............................................................................................. 5.5-1 ' 5.5.1 Regulatory Setting..................................................................... 5.5-1 5.5.2 Environmental Setting...............................................................5.5-7 5.5.3 Significance Threshold Criteria............................ .... 5.5-15 I ' 5.5.4 Project Impacts and Mitigation Measures............................... 5.5-17 5.5.5 Cumulative Impacts and Mitigation Measures........................ 5.5-25 5.5.6 Significant Unavoidable Impacts............................................. 5.5-38 5.5.7 Sources Cited.......................................................................... 5.5-39 ' 5.6 Noise ............................................................:......................................5.6-1 5.6.1 Regulatory Setting..................I.....I............................................ 5.6-1 5.6.2 Environmental Setting...............................................................5.6-3 5.6.3 Significance Threshold Criteria...............................................5.6-10 5.6.4 Project Impacts and Mitigation Measures...............................5.6-11 5.6.5 Cumulative Impacts and Mitigation Measures........................5.6-20 5.6.6 Significant Unavoidable Impacts.............................................5.6-20 5.6.7 Sources Cited........................................... ........................5.6-21 DRAFT♦JUNE 2010 ii Table of Contents 1 " San Bernardino Merged Area A— Merger and Amendments Environmental Impact Report San Rnrnarl iim TABLE OF CONTENTS (continued) 5.7 Biological Resources ............................................................................5.7-1 5.7.1 Regulatory Setting.....................................................................5.7-1 5.7.2 Environmental Setting...............................................................5.7-6 5.7.3 Significance Threshold Criteria...............................................5.7-15 5.7.4 Project Impacts and Mitigation Measures...............................5.7-16 5.7.5 Cumulative Impacts and Mitigation Measures........................5.7-23 5.7.6 Significant Unavoidable Impacts.............................................5.7-24 5.7.7 Sources Cited..........................................................................5.7-24 5.8 Cultural Resources ...............................................................................5.8-1 5.8.1 Regulatory Setting.....................................................................5.8-1 5.8.2 Environmental Setting...............................................................5.8-2 5.8.3 Significance Threshold Criteria.................................................5.8-6 5.8.4 Project Impacts and Mitigation Measures.................................5.8-8 5.8.5 Cumulative Impacts and Mitigation Measures........................5.8-18 ' 5.8.6 Significant Unavoidable Impacts.............................................5.8-19 5.8.7 Sources Cited..........................................................................5.8-19 ' 5.9 Geology and Seismic Hazards.............................................................. 5.9-1 5.9.1 Regulatory Setting..................................................................... 5.9-1 5.9.2 Environmental Setting ' 5.9.3 Significance Threshold Criteria...............................................5.9-23 5.9.4 Project Impacts and Mitigation Measures...............................5.9-24 5.9.5 Cumulative Impacts and Mitigation Measures........................5.9-30 5.9.6 Significant Unavoidable Impacts.............................................5.9-31 5.9.7 Sources Cited..........................................................................5.9-31 5.10 Hazards and Hazardous Materials .....................................................5.10-1 ' 5.10.1 Regulatory Setting...................................................................5.10-1 . 5.10.2 Environmental Setting.............................................................5.10-4 5.10.3 Significance Threshold Criteria.............................................5.10-13 5.10.4 Project Impacts and Mitigation Measures.............................5.10-14 5.10.5 Cumulative Impacts and Mitigation Measures......................5.10-24 5.10.6 Significant Unavoidable Impacts...........................................5.10-24 5.10.7 Sources Cited........................................................................5.10-25 s 5.11 Hydrology, Drainage, and Water Quality............................................5.11-1 5.11.1 Regulatory Setting................................................................... 5.11-1 5.11.2 Environmental Setting.............................................................5.11-6 5.11.3 Significance Threshold Criteria.............................................5.11-19 ' 5.11.4 Project Impacts and Mitigation Measures.............................5.11-20 ' 5.11.5 Cumulative Impacts and Mitigation Measures......................5.11-35 5.11.6 Significant Unavoidable Impacts...........................................5.11-36 5.11.7 Sources Cited........................................................................5.11-36 DRAFT JUNE 2010 Table of Contents San Bernardino Merged Area A— Merger and Amendments ' Environmental Impact Report Silll Rl+rllllrl IIIII TABLE OF CONTENTS (continued) 5.12 Fire Protection.....................................................................................5.12-1 5.12.1 Regulatory Setting...................................................................5.12-1 ' 5.12.2 Environmental Setting.............................................................5.12-1 5.12.3 Significance Threshold Criteria...............................................5.12-6 5.12.4 Project Impacts and Mitigation Measures...............................5.12-7 5.12.5 Cumulative Impacts and Mitigation Measures........................5.12-9 5.12.6 Significant Unavoidable Impacts..............................................5.12-9 5.12.7 Sources Cited..........................................................................5.12-9 5.13 Police Protection.................................................................................5.13-1 5.13.1 Regulatory Setting...................................................................5.13-1 5.13.2 Environmental Setting.............................................................5.13-2 5.13.3 Significance Threshold Criteria...............................................5.13-8 5.13.4 Project Impacts and Mitigation Measures...............................5.13-9 5.13.5 Cumulative Impacts and Mitigation Measures......................5.13-11 ' 5.13.6 Significant Unavoidable Impacts...........................................5.13-11 5.13.7 Sources Cited........................................................................5.13-12 5.14 School Facilities..................................................................................5.14-1 ' 5.14.1 Regulatory Setting................................................................... 5.14-1 5.14.2 Environmental Setting............................................... . ........ 5.14-3 5.14.3 Significance Threshold Criteria............................................... 5.14-6 ' 5.14.4 Project Impacts and Mitigation Measures............................... 5.14-7 5.14.5 Cumulative Impacts and Mitigation Measures........................5.14-9 5.14.6 Significant Unavoidable Impacts...........................................5.14-10 5.14.7 Sources Cited........................................................................5.14-10 5.15 Parks and Recreational Facilities ....................................................... 5.15-1 5.15.1 Regulatory Setting................................................................... 5.15-1 5.15.2 Environmental Setting...... . ............ 5.15 2 5.15.3 Significance Threshold Criteria...............................................5.15-9 5.15.4 Project Impacts and Mitigation Measures.............................5.15-10 5.15.5 Cumulative Impacts and Mitigation Measures......................5.15-16 5.15.6 Significant Unavoidable Impacts...........................................5.15-17 5.15.7 Sources Cited...............................................:........................5.15-17 5.16 Water .................................................................................................5.16-1 5.16.1 Regulatory Setting...................................................................5.16-1 5.16.2 Environmental Setting.............................................................5.16-3 5.16.3 Significance Threshold Criteria...............................................5.16-7 5.16..4 Project Impacts and Mitigation Measures...............................5.16-8 5.16.5 Cumulative Impacts and Mitigation Measures......................5.16-13 5.16.6 Significant Unavoidable Impacts...........................................5.16-13 5.16.7 Sources Cited........................................................................ 5.16-13 l' DRAFT JUNE 2010 Iv Table of Contents i r San Bernardino Merged Area A— Merger and Amendments ' Environmental Impact Report �S�illl HI!I'llilrl IIIII TABLE OF CONTENTS (continued) 5.17 Wastewater.........................................................................................5.17-1 5.17.1 Regulatory Setting...................................................................5.17-1 5.17.2 Environmental Setting.............................................................5.17-2 5.17.3 Significance Threshold Criteria...............................................5.17-7 5.17.4 Project Impacts and Mitigation Measures............................... 5.17-8 ' 5.17.5 Cumulative Impacts and Mitigation Measures......................5.17-10 5.17.6 Significant Unavoidable Impacts...........................................5.17-11 5.17.7 Sources Cited........................................................................5.17-11 ' 5.18 Solid Waste.........................................................................................5.18-1 5.18.1 Regulatory Setting........................................ . 5.18-1 5.18.2 Environmental Setting.............................................................5.18-2 5.18.3 Significance Threshold Criteria...............................................5.18-3 5.18.4 Project Impacts and Mitigation Measures............................... 5.18-4 5.18.5 Cumulative Impacts and Mitigation Measures........................5.18-6 5.18.6 Significant Unavoidable Impacts.............................................5.18-7 5.18.7 Sources Cited..........................................................................5.18-7 5.19 Electricity and Natural Gas ......................................: 5.19-1 ........... 5.19.1 Regulatory Setting...................................................................5.19-1 5.19.2 Environmental Setting.............................................................5.19-1 5.19.3 Significance Threshold Criteria...............................................5.19-3 5.19.4 Project Impacts and Mitigation Measures...............................5.19-3 5.19.5 Cumulative Impacts and Mitigation Measures........................5.19-8 5.19.6 Significant Unavoidable Impacts.............................................5.19-8 ' 5.19.7 Sources Cited.......................... .........5.19-9 Section 6.0: Alternatives .................................................................. ......6-1 ............................... ' 6.1 Introduction .............................. ...............................................................6-1 6.2 Redevelopment Issues and Opportunities ..............................................6-1 6.3 Project Goals....................................................................... ................:...6-2 6.4 Alternatives Rejected From Further Consideration...................... ......:.....6-3 6.5 Alternatives to be Analyzed .....................................................................6-4 ' 6.6 Environmentally Superior Alternative.......................................................6-8 Section 7.0: Growth Inducing Impacts of the Proposed Action.......................................7-1 Section 8.0: Effects Found Not To Be Significant.............................................................. 8-1 8.1 Initial Study Conclusions...................................................... 8.2 EIR Conclusions ............... ... ...... ... ............ 8-3 .............................................. Section 9.0: Significant Environmental Effects Which Cannot oe Be Avoided If The Proposed Action Is Implemented....................................9-1 !, DRAFT#JUNE 2010 Table of Contents 11 San Bernardino Merged Area A—Merger and Amendments Environmental Impact Report San Rcrnar mn TABLE OF CONTENTS (continued) Section 10.0: Significant Irreversible Environmental Changes Which Would Be Involved If The Proposed Project Were Implemented.............. 10-1 ' Section 11.0: References ...................................................................................................... 11-1 11.1 Lead Agency and EIR Preparer............................................................. 11-1 11.2 Organizations and Individuals Contacted.............................................. 11-2 Section 12.0: Mitigation Monitoring Program (in Final EIR).............................................. 12-1 Section 13.0: Comments and Responses (in Final EIR).................................................... 13-1 r DRAFT 1 JUNE 2010 vi Table of Contents San Bernardino Merged Area A—Merger and Amendments Environmental Impact Report ,� Silll Bermlrl 100 APPENDICES A: Initial Study Checklist/Notice of Preparation B: Notice of Preparation Comments C: Public Service and Utility Correspondence D: Biological Resources E1: Cultural Resources Appendix 1 — Original Plan of the City of San Bernardino E2: Cultural Resources Appendix 2—Information on Subdivisions in San Bernardino Based on Assessor's Map Books and County Recorders Map Books E3: Cultural Resources Appendix 3—Historic Property Data File forthe City of San Bernardino on File at the San Bernardino Archaeological Information Center, San Bernardino County Museum, Redlands E4: Cultural Resources Reports for the Seven Redevelopment Areas on File at the San ' Bernardino Archaeological Information Center, San Bernardino County Museum, Redlands E5: Cultural Resources Recorded in the Seven Redevelopment Areas at the San Bernardino Archaeological Information Center, San Bernardino County Museum, Redlands ■ F1: Traffic Appendix A— Trip Generation by Project Area F2: Traffic Appendix B — Internal Trip Capture Worksheets G: Vacant Land Development Potential H: San Bernardino International Airport Environmental Cleanup Activities �i j r; DRAFT 1 JUNE 2010 vii Table of Contents San Bernardino Merged Area A—Merger and Amendments Environmental Impact Report San Rana l om LIST OF EXHIBITS 1 3-1 Regional Location Map.............................................................................................. 3-2 3-2 Existing Project Areas................................................................................................ 3-3 ' 3-3 Proposed Project Area.................................................................................... 3-13 5.1-1 General Plan Land Use Diagram........................... . ............... . .................................5.1-4 5.1-2 San Bernardino International Airport Planning Boundaries....................................5.1-7 5.6-1 Sound Levels and Human Response.....................................................................5.6-4 5.9-1 Geothermal Resources...........................................................................................5.9-5 5.9-2 Regional Fault Map.................................................................................................5.9-9 5.9-3 Alquist-Priolo Earthquake Fault Zones.......................................................:........:5.9-11 5.9-4 Liquefaction Susceptibility........................................... ..........5.9-18 ................................ 5.9-5 Soil-Slip Susceptibility......................................... ..........5.9-19 5.9-6 Potential Subsidence Areas..................................................................................5.9-22 5.11-1 100-Year Floodplain..............................................................................................5.11-9 5.11-2 Seven Oaks Dam Inundation...................................... 5.11-11 ...................... 5.14-1 Civic, Institutional, and Cultural Facilities ...................................................................................... 5.15-1 Existing Parks and Recreation Facilities ..............................................................5.15-5 5.15-2 Conceptual Trail System.................................................................... ........... 5.15-8 5.16-1 Water Service Area Boundaries ...........................................................................5.16-5 ' 5.17-1 Sewerage Service Area Boundaries.....................................................................5.17-3 ;:, I DRAFT 4 JUNE 2010 viii Table of Contents \r . San Bernardino Merged Area A-Merger and Amendments C Environmental Impact Report - .San�lrrnar 'inn LIST OF TABLES 1-1 Redevelopment Potential Within Project Area .......................................................... 1-5 3-1 Merged Area A Work Program Strategies.....:........................................................... 3-8 e 3-2 Project Area Acreage........................................................................................: 3-12 3-3 Proposed Merger and Amendment Actions .................................... 3-14 ...................... 3-4 Redevelopment Potential Within Project Area ............... .3-21 ........................................ ' 3-5 Identified Near-Term Redevelopment Projects.......................................................3-22 4-1 Comparison of SCAG 2025 and General Plan Buildout Projections ........................4-3 5.1-1 Existing City Land Use.................. 5.1-8 ........................................................................ 5.1-2 Consistency With City of San Bernardino General Plan Land Use Element.......5.1-17 ' 5.2-1 Population Data.......................................................................... 5.2-2 ............................. -2 Employment Data....................................................................................................5.2-3 5.2-3 Housing Data ...........................................................:...............................................5.2-4 ' 5.4-1 Level of Service and V/C Standards.............. . 5.4-1 . ..................................................... 5.4-2 /TETrip Rates for Proposed Project Site Land Uses...........................................5.4-17 5.4-3 Forecast Trip Generation of Proposed Project..................................................... 5.4-18 5.5-1 National and California Ambient Air Quality Standards.......................... 5.5-2 ................ Local Air Quality Levels.................. 5.5-9 5.5-3 Sensitive Receptors ............................................................................................. 5.5-14 5.5-4 SCAQMD Emissions Thresholds.................. . 5.5-16 t 5.5-5 Compliance with the Attorney General's Recommendations................ 5.5-6 Recommended Actions for Climate Change Proposed Scoping Plan.................5.5-311 5.6-1 Noise and Land Use Compatibility Matrix...... 5.6-2 Noise Descriptors.....................................................................................................5.6-2 ................ 5.6-5 ........................................ 5.6-3 Sensitive Receptors....................... . 5.6-8 5.6-4 Typical Vibration Levels For Construction Equipment..........................................5.6-14 ' 5.9-1 Soil Characteristics............................................................... 5.9-7 .................................. 5.9-2 Principal Active Faults................................ . . 5.9-8 5.10-1 DTSC Identified Regulatory Sites Within The Project Area ................................. 5.10-5 5.12-1 City of San Bernardino Fire Stations and Characteristics....................................5.12-2 5.13-1 San Bernardino Police Department Community Service Offices......................... 5.13-2 5.13-2 Law Enforcement Officers Serving the Project Area............................................ 5.13-3 5.13-3 Police Calls for Service......................................................................................... 5.13-6 5.13-4 Citywide Crime Stats.................................................................. 5.13-7 ........................... 5.13-5 Crime Per Project Area..................................................:...................................... 5.13-7 5.14-1 San Bernardino Schools Within or Near the Project Areas..:............................... 5.14-3 5.14-2 Facilities Within or Near the Project Areas Operated by the San Bernardino County Superintendent of Schools........................ .. . . . .. .........................:........5.14-4 5.14-3 Adjusted Student Generation Factors/Proposed Students .................................. 5.14-7 5.15-1 Parks Within or Near the Project Areas...:................ 5.15-3 ............................................ 5.15-2 Parks and Needs ................................................................... 5.15-6 ......................:........ 5.16-1 Proposed Water Demand........................................... . 5.16-8 . ........ ............................... 5.17-1 San Bernardino Wastewater Reclamation Plant Trunk Lines.............................. 5.17-6 '1 5.17-2 Net Increase in Wastewater Generation ............................................................. 5.17-8 DRAFT♦JUNE 2010 Ix Table of Contents ' San Bernardino Merged Area A—Merger and Amendments Environmental Impact Report �.. San Rrrnar inn ' LIST OF TABLES (continued) 5.18-1 Landfill Facilities Servicing San Bernardino .........................................................5.18-3 5.18-2 Solid Waste Generated by Proposed Project....................................................... 5.18-5 5.19-1 Proposed Project Electricity Demand ................................................................... 5.19-4 5.19-2 Proposed Project Natural Gas Demand ............................................................... 5.19-7 Vol .` r DRAFT 4 JUNE 2016 x fTable of Contents FINAL • AUGUST 2010 San Bernardino Merged Area A Merger and Amendments Environmental Impact Report ' - i a + TTi Prepared for: _✓ �� ilr --� .�f �, Prepared by: City of San Bernardino Redevelopment Agency r >=r r iri.•x CDNSULTING REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO CONNON COUNCIL OffICE CIfY nr SA4 p0 ,'i1�;.. . 10 OCT 20 AIM: 30 INTER-OFFICE MEMORANDUM TO: Mayor Morris, City Council (8), City Attorney (2), City Manager (2), City tClerk FROM: Emil Marzullo, Executive Director BY: Don Gee, Deputy Director SUBJECT: Additional Agenda backup material for Joint Public Hearing - Merged Area A, November 1, 2010 Mayor and Common Council and Community Development Commission Meeting ' DATE: October 18, 2010 ' COPIES: File ' This Draft and Final Environmental Impact Report is additional backup material, to that which was previously sent on Thursday, October 14, 2010, for the below item on the November 1, 2010 meeting of the Mayor and Common Council and the Community Development Commission ' of the City of San Bernardino. The Draft EIR is in Executive Summary form which also includes a CD containing the full EIR including the Technical Appendices. The Final EIR contains Section 12.0 (Mitigation Monitoring Program) and Section 13.0 (Comments and Responses). The Draft ' EIR, Technical Appendices, Mitigation Monitoring Plan and Comments and Responses Sections together represent the entire Environmental Impact Report for Merged Area A. ' Additional Agenda Backup Material Joint Public Hearing Merged Area A 'I November 1, 2010 Ir 1,. w ' FINAL ' PROGRAM ENVIRONMENTAL IMPACT REPORT SAN BERNARDINO MERGED AREA A MERGER AND AMENDMENTS �1 SCH NO. 2009111089 1 � Lead Agency: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 201 North "E" Street, Suite 301 San Bernardino, Califomia 92401 Contact: Mr. Jeffrey Smith, AICP, Senior Urban Planner City of San Bernardino Economic Development Agency 909.663.1044 I Prepared by: RBF CONSULTING 14725 Alton Parkway Irvine, Califomia 92618-2069 -; Contact: Ms. Collette Morse AICP ' 949.472.3505 . ' August 13, 2010 F JN 65-100614 San Bernardino Merged Area A—Merger and Amendments w Environmental Impact Report Ban Berne Ine Final Environmental Impact Report 1 In accordance with California Environmental Quality Act (CEQA) Guidelines Sections 15120 through 15132 and Section 15161, the Redevelopment Agency of the City of San Bernardino has prepared an EIR for the Proposed San Bernardino Merged Area A — Mergers and Amendments Project (SCH #2009111089). The Final EIR is comprised of the following: i • Draft EIR (Separate Volume and on CD) • Draft EIR Technical Appendices (on CD) • Mitigation Monitoring Program (Enclosed and on CD) • Comments and Responses, including Errata for Final EIR (Enclosed and on CD) 1, t I FINAL AUGUST 2010 Table of Contents San Bernardino Merged Area A— Merger and Amendments Environmental Impact Report San Bernarl ino TABLE OF CONTENTS �a Section 12.0: Mitigation Monitoring Program ...................................................................... 12-1 Section 13.0: Comments and Responses ........................... ................................................ 13-1 13.1 CEQA Requirements.............................................................................. 13-1 13.2 Public Review Process—Draft EIR........................................................ 13-1 13.3 Final EIR................................................................................................. 13-2 13.4 Organization of Comments and Responses........................................ . 13-2 13.5 Written Comment Letters and Responses............................................. 13-2 13.6 Errata for Final EIR............................................................................... 13-37 R� I Iw r} FINAL AUGUST 2010 ii Table of Contents idti � I y ,� 'iYrir�, 1 1 i JdliIyy � a. pCfq�y•�� , iaevu.4 l , *y„. � y° T f 1911 R WWI �.° JAS �al — v u::l�v-3� rxrYl it i 1 �1 Sit FM F14 M w �7 , � 'fix .'A f®•a '°'y �; r� a1 „li Big i) � �f �d g o •s� .l� !'ii-4 - u1 "'� ,;'�i �•i'+l J1 4 May Y ax ".° q Y� r t� � tom". •. .J(n��� ell 't � 0m±aJB $ ,P .YGI JZ_ °JVig41 I!`� drl ,ggpaja:otYpl� 'f�(/�} � s 1ram�C. r J4 NII �P`4 ry M _ ;� W R �� A+f 9! • � � �. +c ti au '.�uf �• � �_.'�1 rr aiiaa t'�� 1 �'� a � � r y��as.,J..a��.tl,'•�i�c T f f114�u^4L-���� S y 1 ,i wf 1- t '� •SI�13P.Y{ TIYf AY f��+sEriv� A+-a��M �, I�i��. iI � $Na^'.J 11 NM MI 1 i • a • i It A Mel mel YZ /., ,g s-a,rya' s,�,�ii/�M �.:,�. • - �� `' 1 sx: r _ �l�� Jim- ARA a , 4 A ' _..�:..,:. �/R•.a "•'-ail}` :. __ � Y f �� � �r ,n ' ., pno is I CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY FROM: Emil A. Marzullo SUBJECT: Approval of Resolution of Issuance of the 2010 ' Interim Executive Director Joint Powers Financing Authority Taxable Recovery Zone Economic Development Bonds (41h Street Corridor Project) and Tax Allocation DATE: December 1,2010 Bonds (Northwest Redevelopment Project Area) - and the loan of the proceeds thereof to the Redevelopment Agency of the City of San ' Bernardino (Central City, Central City North, and Northwest Redevelopment Project Areas) Synopsis of Previous Commission/Councit/Committee Action(s): ' On August 20,2009, Redevelopment Committee Members Johnson, Baxter,and Brinker unanimously voted to recommend that the Mayor and Common Council consider designating the City of San Bernardino as a Recovery Zone under the American Recovery and Reinvestment Act of 2009. (Synopsis of Previous Commission/Council/Committee Action(s): Continued to Next Page...) Recommended Motion(s): (Mayor and Common Council) ' A: Resolution of the Mayor and Common Council of the City of San Bernardino making certain findings and determinations pursuant to Health and Safety Code Section 33445.1 and authorizing the issuance by the San Bernardino Joint Powers Financing Authority of not to exceed$7,068,000 recovery zone economic development bonds and$6,000,000 tax allocation ' bonds and the borrowing by the Redevelopment Agency of the City of San Bernardino of the proceeds thereof in connection with the 4h Street Corridor Project and Northwest Redevelopment Project Area infrastructure projects, authorizing the form of certain legal documents related thereto and authorizing and directing their preparation,execution and delivery (Community Development Commission) ' B: Resolution of the Community Development Commission of the City of San Bernardino making certain findings and determinations pursuant to Health and Safety Code Section 33445.1 and authorizing on behalf of the Redevelopment Agency of the City of San Bernardino, the borrowing of funds from the San Bernardino Joint Powers Financing Authority ' in connection with the issuance of the not to exceed $7,068,000 recovery zone economic development bonds and $6,000,000 tax allocation bonds for the 40' Street Corridor Project and for the Northwest Redevelopment Project Area infrastructure projects, ,authorizing the form of certain legal documents related thereto and authorizing and directing their preparation,execution and delivery (Joint Powers Financing Authority) C: Resolution of the San Bernardino Joint Powers Financing Authority authorizing the issuance of taxable recovery zone economic development bonds in the amount not to exceed $7,068,000 and tax allocation bonds in the amount not to exceed ' $6,000,000 for the 4" Street Corridor Project and the Northwest Redevelopment Project Area infrastructure projects, approving the form of certain legal documents related thereto and authorizing and directing their preparation,execution and deliverer Contact Person(s): Kathleen Robles Phone (909)663-1044 Central City,Central City North, Project Area(s): Northwest Redevelopment Project Areas Ward(s): All Supporting Data Attached: Z Staff Report 0 Resolution(s) El Agreement(s)/Contract(s) O Map(s)O Letter(s) FUNDING REQUIREMENTS: Amount: $ -0- Source: N/A ' Budget Authority: N/A Signature: C' - ) Fiscal Review: ' Emil A. Marzullo,Interim Executive Director Lori m - lery m C ' Financial Officer Commission/Council Notes: — PaAgeWU\COmm Div Comminion�CDC 20=2- 10 R. Z.BOW 1.Skdx COMMISSION MEETING AGENDA Meeting Date: 11/06/10 (Synopsis of Previous Commission/Council/Committee Action(s): Continued On September 21, 2009, the Mayor and Common Council designated the City of San Bernardino as a Recovery Zone (the "Recovery Zone") for the purposes of Section 1400U-1, 1400U-2, and 140OU-3 of the Internal Revenue Code of 1986. On July 22, 2010, Redevelopment Committee Members Johnson, Marquez, and Brinker unanimously voted to recommend that the Mayor and Common Council and the Joint Powers Financing Authority adopt the required Resolutions to approve the financing of projects designated by the City of San Bernardino, within the City's Economic Recovery Zone, and declare their intention to issue Recovery Zone Economic Development Bonds and Recovery Zone Facility Bonds by the December 31, 2010, American Recovery and Reinvestment Act deadline for the projects designated. On August 2, 2010, the Mayor and Common Council and Joint Powers Financing Authority approved Resolutions authorizing the financing of the projects designated by the City within the City's Recovery Zone, and declaring their intention pursuant to Treasury Regulation 1.150-2 to use funds for said projects. On November 4, 2010, the Redevelopment Committee Members Johnson, Brinker, and Shorett unanimously voted to recommend the approval of Resolution of Issuance of the 2010 Joint Powers Financing Authority Taxable Recovery Zone Economic Development Bonds (4t' Street Corridor Project) and Tax Allocation Bonds (Northwest Redevelopment Project Area Infrastructure Projects) and the loan of the proceeds thereof to the Redevelopment Agency of the City of San Bernardino in accordance with the American Recovery and Reinvestment Act December 31, 2010, issuance deadline. 1 P.UV d"W..D.C.m.44..NCDC201N12A 10RecavayZn.BadI..50.d. COMMISSION MEETING AGENDA Meeting Date: 12/06/10 w ECONOMIC DEVELOPMENT AGENCY STAFF REPORT APPROVAL OF RESOLUTION OF ISSUANCE OF THE 2010 JOINT POWERS FINANCING AUTHORITY TAXABLE RECOVERY ZONE ECONOMIC DEVELOPMENT BONDS (4TH STREET CORRIDOR PROJECT)AND TAX ALLOCATION BONDS (NORTHWEST REDEVELOPMENT PROJECT AREA) AND THE LOAN OF THE PROCEEDS THEREOF TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (CENTRAL CITY, CENTRAL CITY NORTH, AND NORTHWEST REDEVELOPMENT PROJECT AREAS) .w BACKGROUND: On February 17, 2009, Congress passed the American Recovery and Reinvestment Act of 2009 (the "Recovery Act") which provides for the issuance of Recovery Zone Economic Development Bonds ("RZEDBs") and Recovery Zone Facility Bonds ("RZFBs") by states, counties and large municipalities until the provision of the Recovery Act authorizing said bonds sunsets on January 1, 2011. On September 21, 2009, the Mayor and Common Council approved Resolution No. 2009-328, designating the geographical boundaries of the City of San Bernardino (the "City") as a "recovery zone" pursuant to the Recovery Act. The City received an allocation of$7,068,000 for the issuance of economic development ' bonds which enables the City to receive a cash subsidy of 45% of the interest paid on any RZEDBs issued by the City or a City designated entity on each interest payment date designated by the bond indenture. On August 2, 2010, the Mayor and Common Council and Joint Powers Financing Authority approved Resolutions authorizing the financing of various street improvements to the 4h Street Corridor from "E" Street west to "H" Street (the 'Wh Street Project"), and declaring their intention to use funds for said projects prior to the issuance of the bonds. CURRENT ISSUE: Recovery Zone Economic Development Bonds The 4d' Street Project is designated as the area from "E" Street west to "H" Street and from 2nd Street north to 5d' Street." The California Department of Transportation ("Caltrans") currently has underway Interstate- 215 Freeway widening and construction and reconfiguration of on- and off-ramps to the Interstate 215 Freeway. Due to the closure of the on-ramps at this location, the Agency plan for this 3 block area, based upon T consultant master plans, is to limit 4th Street to 2 travel lanes with pedestrian friendly walking areas and limited vehicular access. The Agency proposes to alter the width of the streets to remove 2 travel lanes plus the current curb-side parking and install decorative paving stones and other amenities that will denote this area as the "Theater District,"anchored by the California Theater and the 20-Plex cinema facility. The ' Project is expected to produce 125 construction jobs. -- ---------- ------------------ P? gnndasTomm Dnv Commie,ian\CDC 2010\1 2-610 Recovery Zonc Bond 1m =SRdon COMMISSION MEETING AGENDA Meeting Date: 11/15/2010 Agenda Item Number: —1 Economic Development Agency Staff Report Recovery Zone Bond Issuance Page 2 The projects the Agency desires to fund within the 4d' Street Corridor Project, (shown on the 4d' Street Corridor Map,Exhibit"A"),with the Series A Bonds include: ' 4 H STREET CORRIDOR(DOWNTOWN) ESTIMATED PROJECT AREA/LIMITS COST 41' Street from E Street to H Street—Redesign/construct 4a' Street to 2 travel lanes with $2,500,000 pedestrian friendly walking areas, limited vehicular access, restriping, and streetscape ¢ including, but not limited to: landscaping, medians, lighting, signage, signalization, public areas, water features. 5d' Street from E Street to H Street—Freeway gateway and streetscape including, but not $1,000,000 limited to: landscaping, medians, lighting, signage, signalization, public areas, water features. Court Street from E Street to Arrowhead Avenue—Streetscape including, but not limited $500,000 to: landscaping,medians, lighting, signage, signalization, public areas, water features. E Street from 5th Street to 2nd Street — Streetscape including, but not limited to: $500,000 landscaping,medians, lighting, signage, signalization, public areas, water features. F Street— 5a' Street to 4a' Street— Streetscape including, but not limited to: landscaping, $500,000 medians, lighting,signage, signalization, public areas, water features. Streetscape 2nd Street from 1-215 to E Street — Freeway gateway and streetscape $700,000 including, but not limited to: landscaping, medians, lighting, signage, signalization, public areas,water features. M Theater Square -public areas, utilities, water features development pads $750,000 ' Temporary Bus Facility Infrastructure -streetscape, on-site vehicular infrastructure; $500,000 public building renovations Convention Center - streetscape, utilities, public areas $350,000 Downtown Reader Board sign $950,000 Total: $8,250,000 The financing of the 4`" Street Project will be structured as a San Bernardino Joint Powers Financing Authority (the "Authority") bond issuance with a loan of the proceeds of the bonds to the Redevelopment Agency of the City of San Bernardino(the "Agency"). The bonds issued by the Authority to finance the 4d' Street Project will be taxable bonds issued in the amount of $7,068,000 (the "Series A Bonds"), which amount represents the City's full RZEDB allocation from the State of California. It is advisable to include within any list of potential bond financed projects a number of additional projects, the potential costs of r.UgendmComm CommiswMCDC2010U2-0 10RemYMZom HoM1�SA dm COMMISSION MEETING AGENDA Meeting Date: 12/06/10 ', Agenda Item Number: _,Of 1 Economic Development Agency Staff Report Recovery Zone Bond Issuance Page 3 which will exceed the net available bond proceeds, in the event any of the intended projects are delayed or cannot be undertaken. tThe Bonds will be secured by payments made by the Agency to the Authority under a Loan Agreement dated as of December 1, 2010, which payments will be derived from tax increment revenues from the Agency's Northwest Redevelopment Project Area. The Bonds will be further secured by Federal Direct ' Payments from the United States Treasury, representing the 45% subsidy provided by the Federal government on each interest payment made by the Agency to the Authority for payment to the Bondholders (the "Federal Direct Payments"). By pledging the 45% subsidy as further security for the Series A Bonds, the Agency can then use the amount of the Federal Direct Payments other Agency purposes. The 4`" Street Project is within the Central City and the Central City North Project Areas. However, in ' order to obtain the "A" rating required by the State of California to approve the bond allocation for the issuance of the Series A Bonds, and to provide further savings of bond interest costs, it is necessary to initially pledge Agency tax increment revenues from the Northwest Redevelopment Project Area for the ' repayment of the Bonds. A pledge of this kind requires the Agency and the City to make certain findings that the use of the tax increment revenues from the Agency's Northwest Redevelopment Project Area for the repayment of the Bonds meets the requirements under Health and Safety Code Section 33445.1. Agency staff has recommended that: (1) the Project is of benefit to the Northwest Redevelopment Project Area, the Central City Redevelopment Project Area, the Central City North Redevelopment Project Area, in which the Project is ' located,the City, and Agency; (2) no other reasonable means of financing of the improvements is available; (3) the payment of tax increment revenues from the Northwest Redevelopment Project Area to fund the Project will assist in the elimination of one or more blighting conditions inside the Agency's ' Northwest Redevelopment Project Area; and (4) the Project is consistent with the implementation plan adopted pursuant to Community ' Redevelopment Law Section 33490; and (5) that the Project is provided for in the redevelopment plan, ' Agency staff has characterized the downtown theater condor as an attribute to the entire populace of the City of San Bernardino by providing the opportunity for cultural enlightenment and entertainment for residents of the City who reside in all Wards and in all redevelopment project areas. By bolstering the cultural diversity of entertainment venues in the City, and in particular within the downtown core area, all residents of the vast square mileage contained within the City incorporated boundaries are benefited through the readily available cultural venues which serve as both a source of pride and of distinction for the City of San Bernardino placing it in the forefront as contrasted to its neighboring communities. Without venues such as are planned along the 4h Street Corridor, sales tax leakage will continue to surrounding communities where San Bernardino residents will travel to spend their entertainment dollars. As the 4 Street Corridor is enhanced through the RZED bond proceeds and the perception of the downtown San Bernardino is enhanced through physical improvements and other programmatic means, San Bernardino greatly enhances the opportunity to attract entertainment dollars from residents of other communities as P?AgrMetlCOmmD COmmiuionTC 20M]2 10 Recovery Zone BoMl,wnuSR.doe COMMISSION MEETING AGE NDA Meeting Date: 12/06/10 Agenda Item Number: Economic Development Agency Staff Report Recovery Zone Bond Issuance Page 4 well and thus not only stemming the tide of sales tax leakage to the other communities but creating the dynamics for an even greater influx of deposable spending from non-City residents within the City and the theater district in particular. The interim use of the surplus tax increment from the Northwest Redevelopment Project Area will provide short-term financial support to the broader redevelopment efforts of the Agency within the downtown core area and in particular within the 4u' Street Corridor and the theater district area. Due to the reconstruction of the 1-215 freeway and the elimination of the obsolete freeway on- and off-ramp system that existed since the 1960's, the Sixth Ward, the Northwest Redevelopment Project Area,and the entire Westside of the City will have superior access to the Downtown Core Area and the theater district in addition to direct access to and from the reconstructed 1-215 freeway to locations both east and west of the I-215 freeway for the first time since the inception of the modern interstate freeway system in San Bernardino in the 1960's. An additional benefit to the Northwest Redevelopment Project Area is associated with the financial structure being utilized for the Series A and the Series B bonds. The Series A bonds will be issued as ' Standard & Poors rated RZBs with the Series B subordinate bonds being thus able to produce more net spendable project dollars for identified projects located solely within the Northwest Redevelopment Project Area. This is due to the economies of scale through the simultaneous issuance of the 2 series of bonds. ' with each series of the bonds paying less proportionate costs of issuance due to the simultaneous issuance to accomplish two distinct redevelopment and governmental purposes. It is for the above stated facts and rationale that Agency staff has recommended the requisite findings and determinations be made by the Council and the Commission pursuant to the CRL for purposes of implementing the legal use of the surplus tax increment revenues of the Northwest Redevelopment Project Area in support of the 4h Street Corridor project pending the final completion and adoption of the Merger Area A redevelopment plan amendment process and the eventual substitution of tax increment revenues from the Northwest Redevelopment Project Area to that of the Merger A Area as anticipated in the applicable bond documents. The Agency is in the process of merging the Northwest Redevelopment Project Area with the other project ' areas within the proposed Merger B Project Area. The Series A Bond documents provide that upon completion of Merger A, the security of the Series A Bonds will include all of the tax increment revenues within the Merger A Project Area thus replacing the tax increment of the Northwest Redevelopment Project Area as the security for the Series A Bonds. The lien on the tax increment revenues securing the Series A Bonds will be subordinate to the loan securing the $55,800,000 San Bernardino Joint Powers Financing Authority Tax Allocation Revenue Refunding Bonds Series 2005A (the "2005A Bonds") and on parity with the loans securing the $30,330,000 San Bernardino Joint Powers Financing Authority 2002 Tax Allocation Refunding Bonds (Secured by a Junior Lien on Certain Tax Increment Revenues Pledged Under Senior Loan Agreements) (the "2002A Bonds") and $21,105,000 San Bernardino Joint Powers Financing Authority Tax Allocation Refunding Bonds Series 2005B (the "200513 Bonds"). �I P:Ugennu�Comm Dev COmmiuionl DC 2010\12-0&10 Recovery zone Bonn Imanee SR doe COMMISSION MEETING AGENDA Meeting Date: 12/06/10 Agenda Item Number: 1LX-1— Economic Development Agency Staff Report Recovery Zone Bond Issuance Page 5 Additional Tax Allocation Bonds In addition to the issuance of the Series A Bonds for the financing of the 4' Street Project,Agency staff has recommended that there are other projects which may be financed with the simultaneous issuance of Tax Allocation Bonds, an amount not to exceed $6,000,000, as tax-exempt bonds pursuant to the provisions of the Internal Revenue Code of 1986 existing prior to the Recovery Act (the "Series B Bonds"). Issuance of Series B Bonds at this time will save in financing costs, Agency staff time, and fund needed public project improvements. The projects the Agency desires to fund (the "2010 Projects") with the Series B Bonds are shown on the Northwest Redevelopment Project Area, as said Project Area is shown on the Map, Exhibit "B" and include: NORTHWEST REDEVELOPMENT PROJECT AREA ESTIMATED PROJECT AREA/LIMITS COST (NORTHWEST REDEVELOPMENT PROJECT SUB-AREA"A") Various neighborhood street light, street reconstruction projects, and signage, etc. $1,500,000 Baseline at California—right-of-way easement, curb/gutter/sidewalk $350,000 West Highland Corridor Improvements between Macy Street and California Street - the $800,000 design/reconstruction of street including storm drains, sewer, streetscapes, landscaping, ' upgrade signage and signalization, utilities, curb and gutter, sidewalk; fagade improvement; demolition of buildings; clearance of parcels along the south side of West Highland I-210/State Street Corridor Infrastructure Improvements from State Street exit to Lytle $950,000 Creek - the design/reconstruction of street including storm drains, sewer, streetscapes, ' landscaping, upgrade signage and signalization, utilities, curb and gutter, sidewalk; other development incentives Various land acquisition/assembly projects, demolition of blighted properties, etc. $2,300,000 Southeast corner of Highland and Medical Center Drive - sidewalk, curb and gutter; $830,000 additional street lighting; undergrounding of utilities; upgrade to main sewer connection Medical Center Drive South of the Magnolia at Highland Project - sidewalk, curb and $450,000 gutter; additional street lighting; undergrounding of utilities; upgrade to main sewer connection Highland Avenue west of Medical Center Drive - the design/reconstruction of street $1,000,000 including storm drains, sewer, streetscapes, landscaping, upgrade signage and signalization, utilities, curb and gutter, sidewalk ' Total : 8,180,000 '.' P.�e<w.. Ooonn Comm..wmex20JM12 10Rero Zone BoM1w SR do, COMMISSION MEETING AGENDA Meeting Date: 12/06/10 Agenda Item Number: Economic Development Agency Staff Report ' Recovery Zone Bond Issuance Page 6 As noted in the Series A Bonds projects list, it is advisable to include within any list of potential bond financed projects a number of additional projects, the potential costs of which will exceed the net available bond proceeds, in the event any of the intended projects are delayed or cannot be undertaken in Sub-area A of the Northwest Redevelopment Project Area. The Series A Bonds and the Series B Bonds (collectively, the "Bonds") will be issued under one Indenture of Trust and sold under one Official Statement. The Loan Agreement will secure payments of both the Series A Bonds and the Series B Bonds, and thus the Series B Bonds also will be secured by revenues of the Northwest Redevelopment Project Area. The Bonds will be secured by separate reserve funds and shall have equal parity. The Series B Bonds will remain secured by the Northwest Project Area tax increment as a part of the Merger B, whereas the Series A Bonds will have the pledge of the Northwest Redevelopment Project Area replaced by and be secured by the tax increment revenues of Merger A. ENVIRONMENTAL IMPACT: ' The agenda action does not require environmental action as the approvals contemplated do not meet the definition of a "project" under Section 15378 of the California Environmental Quality Act (CEQA). Prior to the commencement of construction of the 4`s Street Project and the 2010 Projects (collectively, the "Projects"), the Agency will obtain the necessary permits required to proceed with said construction. These m, Projects are in the initial permit processes at this time. FISCAL IMPACT: The Bonds will be issued for a term of 20 years with an expected net interest rate after receipt of the 45% subsidy of between 5% and 6%. The Bonds will be secured by the tax increment revenues from the Agency's Northwest Redevelopment Project Area and will be subordinate to the outstanding 2005A Bonds and on parity with the 2005B Bonds and the 2002A Bonds currently outstanding and secured by Northwest 0W Redevelopment Project Area tax increment revenues. The Bond closing is expected to be on or around December 16, 2010, but in no event later than the expiration of the Recovery Act provisions governing the issuance of RZEDBs, which is December 31, 2010. ' The Fiscal Consultant Report, Exhibit "C," prepared by Rosenow Spevacek Group, shows the expected amounts of Northwest Redevelopment Project Area tax increment revenues available to pay the Bonds. The 4s' Street Project is expected to be completed within 24 months. Additional tax increment revenue is expected to be generated as a result of the street upgrades which are expected to increase development in and around the 4s' Street Corridor. The 2010 Projects are expected to be completed no later than fall 2013. The bonds are not a debt of the City of San Bernardino, the State of California, or any of its political subdivisions other than the Authority, and neither the City, the State nor any of its political subdivisions,other than the Authority, is liable therefor. �. PU9-1-"-00mmD C---Mi..WDC 20IM120-10 R—o Zone Rond h®ice SR.dm COMMISSION MEETING AGENDA Meeting Date: 12/06/10 ' Agenda Item Number: 9J 5 ' Economic Development Agency Staff Report Recovery Zone Bond Issuance Page 7 ' RECOMMENDATION: ' That the Mayor and Common Council, the Community Development Commission and the Joint Powers Financing Authority adopt the attached Resolutions. ' Emil A.MarzU 'o;Interim cutive Director PEA" LCOmDev 20IM12o ioa�.e,yz cRmd1.w SRS d� COMMISSION MEETING AGENDA Meeting Date: /1/2/06/10 Agenda Item Number: 9S 1' WARNER W. HODGDON i HEART BAR RANCH, ARROWHEAD SPRINGS Entered Into Rec. of MCC/CDC Mtg: & 405 EAST ARROWHEAD ROAD SAN BERNARDINO, CALIFORNIA 92404 IRECT- � FAX LINE:LINE:(99)686 99621540 Agenda Item No: W by:_li� Monday,June 1,2009 City CIerVCD Secretary City of San 9emordino 1 m _ p Mayor,Council and EDA Board y 0 City Hall,3rd&"D"Streets �' •� u San Bernardino,CA cc RE: 1. Monday,June 1,2009 Mayor/Council and EDA Regular Meeting,Agenda Ite-Cm R37 ,! O p 2. Support of April 9, 2009 EDAW Preferred Plan • City • County Seat Downtown V '� Revitalization p t 3. Under EDA Recommended Motion by: Emil A. Marzullo, EDA Interim Director/ Valerie C ` Ross,City Development Services Director Dear Mayor and Council/EDA Board Members, ' 1 stand before you today in support of,as explicitly written without change, the April 9,2009 EDAW San Bernardino Vision Action Plan • Preferred Plan (containing 58 pages), June 2009 Draft Executive Summary thereof (containing 23 pages), and the applicable May 27, 2009 Emil A. Marzullo, Interim Director and Valerie Ross, EDA / City Development Services Director t Recommended Motion for the Mayor/Common Council and EDA Board to act upon at its Monday, June 1,2009 regular meeting(attached). Quote: "That the Mayor and Common Council of the City of San Bernardino designate the following elected officials, Councilmember Ea ada, Councilmember Brinker and Mayor Morris, who along with the Redevelopment Agency of the City of San Bernardino Staff and City Staff, will meet and work with the '! San Bernardino County Board representatives regarding the San Bernardino Downtown Core Vision/ Action Plan and alternative sites and options that can meet the County's space requirements in downtown San Bernardino." On Friday afternoon May 29, 2009, Ms. Angela Meluski (909-886-8188) on behalf of the EDA called me to attend and support (as I had previously at April 9, 2009 City Hall public presentation), the EDAW Preferred Plan at the Monday, June 1, 2009 Mayor / Council • EDA 'j Meeting.Ms.Meluski did not have available copies of the EDA Staff Report and Recommendation. I immediately went downtown to the EDA reception room and was courteously and promptly provided the following by Jeffrey Smith,AICP, Sr.Planner EDA;i.e.: June 1,2009 Agenda Item R37 and Synopsis, May 2009 Downtown Core Newsletter, (2) May 27, 2009 Staff Report by: Emil A. Marzullo, Interim Executive Director / Valerie Ross, City Development Services Director, and (3) June 2009 EDAW Draft Executive Summary. While I was in the EDA reception room, Mayor Morris and his chief of Staff Jim Morris, entered, as the IVDA's S.B. International Airport staff was leaving. I related to Mayor Morris my purpose was to be prepared, as requested, my letter support of the EDAW Preferred Plan Alternative under the EDA/City Motions (quoted above)for the Monday,June 1,2009 Council/EDA meeting. Mayor Morris mentioned his recent announcement for re-election. When asked, I further reiterated to Mayor Morris I supported his re-election in order that he could implement his Vision for revitalizing the City•County Seat Downtown area. WH/QNMOm,6-HN FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 ` QHEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 7 ' •s.u,¢aa wwcoou ,iw¢r cvou,urvun r',D' ' Mayor,Council and EDA Board June 1,2009 Page 2 of 3 I have appreciated Mayor Morris' and the Council's courage to put an Action Plan on the table, as no action plan of socio • economic viability had been implemented in over two and one half decades. Since the 1970 • 1985 political and economic successful days of the Central City, by 2009 the City • County Seat has faced years of falling commercial and neighborhood property values, _ decreased revenues,increased crime,blight and decay. ' The above has caused on-going higher income residential socio economic flight and infilled with occupancy seeking lower rents and foreclosed homes, etc.. Thus, the overall City North and South areas,but not limited to,have earned an POOR IMAGE"image of blight and decay that needs to be cleaned up immediately. This action requires the less amount of effort and funding to support the downtown area. I have spoken to City Attorney Penman, Councilpersons Wendy McCammank,Neil Derry(Supervisor)and Fred Shorett elect, as to critical north end shortfalls. I feel from years of experience that a confirmed North/South $2t Billion DUAL FUSION is required; or the EDAW $1 Billion Central City PREFERRED PLANALTENATIVES will have few persons left in the City to sustain Downtown alone. EDAW projects public employees up to 20,000. But at present,they are not there 3 of 7 days or 40%of the time. The fill in must be also made up on new residential,upgraded existing residential coming down town to the theater, etc., to eat caviar and sip wine on the sidewalks. I support the EDAW concept and will soon submit an updated plan for a concurrent $2t Billion North • South Dual Fusion for Quality of Life. The music has been previously written as part of the 1975 RDA• City• County Overall Plans of Development.All we have to do now is orchestrate the music. Members of my Heritage family first came to the area in 1848 • 1849 and met with Jose Del Carmen Lugo for purchase of Rancho De San Bernardino,which closed February 21, 1852. My entire life has been only love for the City and County Seat,as it is this moment. I have done my best to be a giver and not taker. '1 Accordingly, I hereby submit this letter of support and attachments to the Mayor/ Council/ EDA Board and City Clerk for its fully documented Public Record. Respectfully, ' Warner Hod Attachments: i 1. May 27,2009 EDA Synopsis and RECOMMENDED MOTION from the Monday,June 1,2009 City/EDA Regular Meeting;i.e.:April 2007 EDAW Preferred Plan(See City/EDA Resolutions Item 24). 2. Heritage and Pride 1846•2009 3. Words of Wisdom 4. Board of Supervisors•Mayors City Council 1970 Downtown 5. 2009 EDAW Charrettes 6. Groundbrealdng 1982 County Seat Government Center 7. Montage Photos of Central City•County Seat 8. $2 Billion NISI Fusion• 1975 Model of City•County Seat Government Center 9. 1975 Plan of Development County Seat Government Center 10. July 29, 1975 Chairman Nancy Smith letter to Warner Hodgdon(County Government Center) 'I 11. $2 Billion N/S Fusion•LTLI Study •Arrowhead Springs 12. $2 Billion NISI Fusion•Quality of Life LTLI Study update map WIVCM4.fom6l-09 FAMILY HER]TAGB OF THE MOUNTAINS • VALLEY BEGAN IN 1947 QHEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 , �vna1rtaa xouceon by-:�j{ wyr uow u�w.n Mayor, Council and EDA Board June 1,2009 Page 3 of 3 13. June 2007 ULI Illustrative Plan•Arrowhead Springs•City Hall•County Seat Govermnent Center - 14. $2 Billion NIS Fusion Clean•Safe• Secure(Downtown•Arrowhead Neighborhoods) 15. Five Rampant Crime Areas 16. August 3, 1984 Hodgdon Family "Gift Deed"Arrowhead Springs Ranch to Campus Crusade For Christ 17. Photo Music of Hodgdon Family Arrowhead Springs Ranch 18. 1986 Reagan Tax Reform Act ' 19. 1986 Tax Reform Act$350 Million For Arrowhead Springs Ranch 20. 1985 Arrowhead Springs Ranch Plans of Development 21. 1985 Arrowhead Springs Ranch Plans of Development 22. April 2009 EDAW Preferred Plan(I of 58 pages) 23. EDAW Downtown Site Plan 24. June 2009 EDAW Draft Executive Summary 25. May 27,20009 EDA/City Motion Monday,June 1,2009 Regular Meeting 26. Synopsis Prior EDA/City Actions 27. June 1,2009 EDA Staff Report 28. June 1,2009 EDA Current Proposal 29. Downtown Core Newsletter(2 pages) 30. May 27,2009 EDA Synopsis and RECOMMENDED MOTION from the Monday,June 1,2009 City/EDA Regular Meeting; i.e.:April 2007 EDAW Preferred Plan(See City/EDA Resolutions Item 24). 1' I 1� I 1 'i i WH/LTLTIetlz61-09 FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 OHEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO.CALIFORNIA 92406 ' ♦euwei• "oocmv ® ,u,ni uanuw.n CITY • COUNTY • IVDA JOINT COOPERATION..............QUALITY OF LIFE CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY FROM: Emil A.Merzullo SUBJECT: Accept the San Bernardino Downtown Core Interim Executive Director Vision/Action Plan,and direct Agency Staff to Valerie C.Ross proceed with implementation of the Downtown City Development Services Director Core Vision/Action Plan DATE: May 21,2009 Synopsis of Previous Commission/Council/Committee Action(s): On June 5,2008,Redevelopment Committee Members Estrada,Johnson and Baxter unanimously voted to recommend that the Mayor and Common Council and/or the Community Development Commission consider the endorsement of the Urban Land Institute("ULI") study for the Downtown Central Business District and to recommend the ULI report for further study to EDAW,Inc.,for the preparation of Downtown Core Vision/Action Plan. (Synopsis of Previous Commission/CounciVCommittee Actions Continued to Next Page) Recommended Motion(s): Mavor and Common Council Resolution pf the Mayor and Common Council of the City of San Bernardino concurring with the actions taken by the Community Development Commission of the City of San Bernardino regarding acceptance of the San Bernardino Downtown Core Vision/Action Plan MOTION: That the Mayor and Common Council of the City of San Bernardino designate the following elected j officials, Councilmember Estrada, Councihnember Brinker and Mayor Morris, who along ,with the Redevelopment Agency of the City of San Bernardino Staff and City Staff,will meet and work with the San Bernardino County Board representatives regarding the San Bernardino Downtown Core Vision/Action J Plan and alternative sites and options that can meet the County's space requirements in downtown San Bernardino ' (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino accepting the San Bernardino Downtown Core Vision/Action Plan,and directing Agency Staff to proceed with actions identified in the Implementation Section of the Downtown Core Vision/Action Plan Contact Person(s): Jeffrey Smith Phone: (909)663.1044 Central City North and Central City Project Area(s): Redevelopment Project Areas Waid(s): I" Supporting Data Attached: M Staff Report 9 Resolution(s)O Agreement(svContract(s)0 Map(s)❑Letter(s) ' Funding Requirements: Amount 4 -0- Source: N/A Budget Authority:(VII/'//'ee,,,,'',,,,/ j� N/A 1 Signature: Signature: IA�V '6 /S . Emil A.Marizullo,littefirreSxecutive Director Valerie C.Ross,Development Services Director Commission/Council Notes: P'04M enmf\.Cem'vaienYD[]➢ 149 rAAwpp "CMVeW&Aaw nr 50.lx COMMISSION MEETING AGENDA Meeting Date: 0610112009 Agenda Item Number: j ' wwanvcauer srus Page 1 of 24 (By Warner Hodgdoa:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 ' HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALJFORN1A 92406 IN�1Z7I A.A %a,x00000w®r,war eROVr usnxrs I_� ' CITY a COUNTY • IVDA JOINT COOPERATION..............QUALITY OF LIFE Heritage and Pride......1846 -2009 "To look back is not only to see where you've been, ' But to provide a platform from which to look ahead," Anon (Excerpt from San Bernardino County Supervisor's Book 1855-1999) ' "It requires less energy to insure success....than to endure failure." Warner Hodgdon •1975 / Warner Hodgdon . San Bernardino County Board of Trade Member 1957 CWl p_ Chairman,City Redevelopment Agency Economic Development Council � 1967.1969-1973•1975 U.S.HUD Capital Grants in Aid 550,000,000 t 1967.1969-1973•1975 U.S.EDA Designated Special Impact Area 1975 Financial Consultant•Project Coordinator City,Redevelopment Agency and County Civic Center Joint Powers Authority For:Interim Relocation and - City Hall•Convention Center Construction 1970•1972 ' I ` Financial Consultant•Project Coordination City,Redevelopment Agency and County '- • Public Safety Authority For:(U.S.Clean Water Grants 5049%) of Construction of City of San Bernardino Clean Water Treatment Plant ASCE National Outstanding Civil Engineering Achievement(Industry Hills)1981 Hodgdon Building Firm,J.D.Diffenbaugh•Construction Manager For: Arrowhead Playa•Canary Goves m n t Curter(SupsaBlock)1971•1973 (1851 Seven Acre Site of Mormon Stockade• County Seat) ' Lt Governor's Water Commission Member 1982 California World Trade Commission Member 1984 Economic Alliance Coalition Developer of Hope Award(Ashley Industries•1,500 jobs)March 2005 Warner Hodgdon,City•County life long Resident.Builder and Contributor 1932•2009 ' Three Sponsor/Team Owner Nascar Winston Cup Championships:1980 Dale Eamhart•1992-85 Darrel Waltrip Honorary Private,U.S.Marine Corp.Awarded Crossed/Swords November 10,1976 Warner Hodgdon's Great.......Grandfather,Jefferson Hunt 1803•1879, FATHER OF SAN BERNARDINO COUNTY 1853 ' - Jefferson Hunt,1900's Ingersol Century Annals;i.e.: "Generous as a Faua.._Fother of San Bernardino County"1853 Appointed by U.S. President James Polk as Sr.Capt U.S.Mormon Battalion to quell Mexico Insurrection 1846.1847 and Led Building of U.S.Fort Moore,Pueblo De Los Angeles 1848 First Mel with Isaac Williams for Purchase of Rancho Del Chino 1849 77,000 acres,cattle,horses,sheep and crops Second at with Jose Del Carmen Lugo For purchase of Rancho De San Bernardino 1849 37,000 acres,horses,cattle,sheep,and crops(Brother in Law of Isaac Williams•Rancho Del Chino) First wrote•then me%with Brigham Young recommending purchase of Rancho De San Bernardino 1850 Led 500 Mormon settlers Salt Lake,Utab,Wagon thin m Sycamore Grove•San Bernardino 1851 ) First Supervisor•Assemblymen Las Angeles County 1852 Commander In Chief•Brigadier General California Militia 1852-1857 Appointed by California Governor Bigler 1852 Brought Elders Lyman and Rich an San Francisco and Borrowed$20,000 from Hunt's friends 1852 Down payment Cor$77,000 purchase of Rancho De San Bernardino(Los Angeles County) 33,000 acres,horses,cattle,sheep and crops•closed February 1852 and all debt paid 1857 Led Building of Twin Cracks Logging Road to mountain limber 1852(Waterman Canyon) Built•owned steam engine saw mill at Arrowhead Road•Arrowhead Springs 1852•1857 ' As Los Angeles County In Supervisor•Assemblyman 1852 Introduced Legislation Forming County of San Bernardino 1853 le Elected Assemblyman San Bernardino County 1853 Introduced Legislation forming City of San Bernardino 1854 Jefferson Hunt Followed Family Mormon Faith and Recall to Salt Lake,Utah 1858 1803•1879 Sold Saw Mill•Home and other holdings 25 cents on the Dollar to Hold Backs Established Cattle•Saw Mill•Freight Operations and Huntsville,Utah 1858•1879 ' WwcnvCcaam 6-1.09 Paget of24 (By Warner Hodgdoa:For Discussion Purposes Only) FAMILY HERBAGE OF THE MOUNTAINS • VALLEYBEGAN IN 1847 ' O HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 p1A7J7 A¢uu.Ea¢ uoocoon' ruanr can-utnrarr �``�� ' CITY • COUNTY • IVDA JOINT COOPERATION..............QUALITY OF LIFE Heritage and Pride......1846 . 2009 ' "To look back Is not only to see where you've been, But to provide a platform from which to look ahead" Anon ' (Excerpt from San Bernardino County Supervisor's Book 1855-1999) "It requires less energy to insure success, ' ................than to endure failure. " (1975 Overall Central City Area Plan of Development Book,Warner Hodgdon,Chairman) t "A man that has wealth and does not share it, .....is a likened to a burro carrying gold and eating thistles." (Leaves of Gold) ' W C6 .'j 61-09 Page 3 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 �,f HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD N AD SPRGS,SAN BERNARDINO,CALIFORNIA 92406 7 ' wv.surza®noocoor r—rcaow uw.rz II""bb ' CITY COUNTY IVDA JOINT COOPERATION..............QUALITY OF LIFE �' M San Bernardino City Council 2009: Pat Morris 1st Vva ra e..na_vvara bra VVara 410 Ward 5th.YVero 6th Ward -t_n.VVara Mayor Esther R Dennis J. Tobin Fred Chas A. Rikke Van 'Jlenay ' Esiraaa Baxter Brinker Shorek <elley Johnson McCammack SAN BERNARDINO COUNTY BOARD OF SUPERVISORS 7009: Brad M�a Paul ofana Nall Darry Gary(True Josb Gowba FIrst Dmul. Saaend Dbafct Third Dbtrict ch.l.an Visa Caair ' Supervisor Supsrvisor Supervlspr FeudF Dishtct Fff M1 District SYneNla.. $UpGNieOr Kt u ti ti 1 n .. �n: _ � .... �. •.. � yam, �t'E, 3 r J f:,�� I w.ouvnwiwgm eppaai r fir 13 rljy'. .1.. ' 60 MONTHS FOR:1967.1972 Central City Funding•Land Acquisition•Relocation•Construction and Implementation 1967.1972 Warner Hodgdon, Chairman Redevelopment Agency and Economic Development Council 1967 • 1969 and 1973 • 1975 Financial Consultant • Project Coordinator For the City Hall - Convention Center, 1970 - 1972 • Builder Construction Manager of the Arrowhead Plan • County Government Center 1983 • 1984 (1975 Adopted County • (=,ty, • State • Federal Super Block and Land Exchange,including Secombe Lake and Meadowbrook Areas). ' W CWC—t&249 Page 4 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1947 y ' O HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 64-CA a i .W R a Roocoox(�:�{-�y,rumr caow.urnun �`\� ' CITY COUNTY WDA JOINT COOPERATION..............QUALITY OF LIFE � � 4 September 24 and 25 Charrette No.1 EDAW PUBLIC TEAM WORK SESSSION for Downtown Core Vision/Action Plan Nov.i3,2008 Castrate No.2 Left to right:Jeffrey Davis,AICP•EDA Sr.Planner•Vaughn Davies,ISAA Principle,Director of Urban Design EDAW Itt " ULI 3 1852 Momom Logging Road a.n Ill'e !III, f2` Report S. a June 2t,2DO7 ULI Report "77 1915 Rim of the wnda Hwy. ,,� ^- < ^` EDAW Study 1953 Jefferann Hutt la Mblymt. Warner Hodgdon participation EDAW and EDA Sept 24-25 and Nov.3,2008 Charnoas June 16,2008 EDAW Sandy ' 1846•2009 Warner Hodgdon Heritage Family Chrism Participation with EDAW and EDA full time days Chartist"Downtown Core Vision Plan Monday,Jan.5,2009 City Council•EDAW Pow"Pofw Prerentation of Downtown Vision Plan and Thurs.,Feb.12,2009 S.B.Downtown Business Association discussion and presentation by Mayor Pat Mortis of the EDAW Downtown Core Vrsion Plan•County,City,State,Federal SUPER BLOCK 4 Thursday,February 12,2009 Meeting of S.B.Downtown Business Association,Inc.•Discussion of EDAW VISIONPLAN•EDA Board Room Mayor Pat Morris Presentation to:SBDBA BOARD Pres.Sam Catalano,V.P.Ralph Affntatti;4a Ward Candidate Fred Shorett,In Ward Ester Estrada ir , Y X 1984 Arrowhead Plain County Govanmm Co. ' 2005 Arrowhead Springs Hotel Resort Approved Specifi c Plan•EIR Hodgdon Ranch 1972 S.B.City Hall and Convesid.Cents Warner Hodgdon:Forma Chairman 1967• 1975 Redevelopment Agency and Economic Development Council Boards•1970• 1972 Financial Consultant- Project Coordinator fa City Hall and Convention Canter Development formulated under City•County,Redevelopment Agency JOINT POWERS AUTHORITY Ad Hoe Committee memba for 1975 VTN Space Utuiranon Report adopted for County•City•State•Federal SUPER BLOCK•1980 Owner Sore Permitted t Operator Tri City Airport •1980 recipient of le ry Lewis Congressional Record Commendation •1981 Hodgdon Family Equity Contribution S2.7 Millon Campus Crusade Administration Facilities• 1983 Hodgdon building fret(J.D.Diffenbaugh)Construction Manager for 1983 Cowry Government Center•Arrowhead Plata 1984 Family contribution of Arrowhead Springs Ranch 114 acres and two water companies for Arrowhead Springs Hotel/Resort development -1985 Hodgdon Family$6 Million contribution to City of Shavdin Hills Golf Club •1986 Formulated Arrowhead Springs Homl/Rawt Plan(s)of Development(s)and coordinated %350,00%000 tax exempt bond funding included in President Reagna s 1986 Tax Reform Act •June 1989•1990•1991 wrote Reports for NOnoa AFB•Ballistic Missile•Aerospace Expansion and Redevelopment Area at request aft Supervisor Robert Hummock,Mayor Elect Robert Holcomb Co-Chairman NEEC•1VDA and William E.Leonard,(Some Highway Commission Member/Chairman 1973•1975 and 1985•1993),1989•2008 concurrent advisor and paid consultant to NEEC, IVDA, S.B. International Airport Authority and 13,000 acre Redevelopment Project Area Adopted 1990 for CLOSURE of Norton AFB •Aerospace Companies(27,500 du ect/indrect Job Loss,38,000 out migration loss and actin economic impact loss 31.8 Billion=us],which equals twenty year 1989•2008 Eart Valley straight line losses of$36 Billion)(The NEEC•IVDA,order advisor•paid consultant W.E Leonard submitted no proposed Ressonable Alternative to offset CLOSURE,as allowed by Congress) •2005 Econ.Alliance Coalition Devela of Yea Award •2007 Lighthouse for Blind Board and$40,000 Contribution. ' WWCIw(buvul6l-09 Page 5 of 24 (By Warn"Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 �a�yJJ tHEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 PJa�i A vµ I le xmocKm �1]1i_Il Fa y team,t n �`� ' CITY COUNTY IVDA JOINT COOPERATION..............QUALITY OF LIFE April ■ ■ ■ ■ ' County yB, and of n Bernardino MEMO a County Board of Supervisors and other invited officials break ground for •,> the new San Bernardino County Government Center,located 385 ■ ■ . ' - �•°:�.f'..�I North Arrowhead Avenue in San rn Beardino. S 1984 Construction of the new San Bernardino County Government Center. 19 County Plans of Development 1984 Construction of the new San September 28,1984 Bernardino County Government Center. California Governor George M.Deukmejian ' (third from right)aeended the dedication of the San Bernardino County Government Center. ' RETAIN 1852 Mormon Grid•City of San Bernardino Recommendation 2007 Urban Land Institute Report Arrowhead Plaza•County Government Center C.w a . ardl— 1 e lele u[in 1663 as N D3 N LS 8S 10[M1 — I'V M If I am t. em eo, sM1a ' Warner Hodgdon's Budding Firm Project Comtructioo Memger 19p•1981 Arrawhead Plan•Conan Government Censer 1970.1974 City,Redevelopment Agency and County JOBJTPOWERSAGREF.MF,NT For City•Carmry State•Federal Civic Center Complex: ' Warner Hodgdon,Chairman Redevelopment Agency - Economic Development Council 1967 • 1969 and 1973 • 1975 Financial Consultant•Project Coordinator For the City Hall—Convention Center 1970—1972•Builder Construction Manager 1983•1984 First Phase of the 1970 and 1975 prior approved Arrowhead Plaza•County Government Center,as part of the adopted CTIT•COUNTY- STATE • FEDERAL SUPER BLOCK, under the 1970 City, Redevelopment Agency and County Civic Center JOINT POWER AGREEMENT. ' W WCA4CweN 61-09 Page 6 of 24 (By Warner Bodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 ' Q HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92496 a surna•aoneoorl 9914 rums woue umun ' CITY a COUNTY a f"A JOINT COOPERATION..............QUALITY OF LIFE ' PASSION of Two Related Hearts for the Valley, Mountains and The People....Then and Now! �,yat n ` M�inayjy� mhv nr }v _ ..:.. ' 1983 Warner Hodgdon's Firm •Construction Manager To Build San Bernardino County Government Center•ARROWHEAD PLAZA North of 1851 Mormon Stockade and site of 1851 Leader•Builder Jefferson Hunt's Home on 5"Street•Arrowhead Avenue Warner Hod doo's Great....Grandfather Jefferson Hunt 1848• 1854 •FATHER OF SAN BERNARDINO COUNTY 1iJ g 3NLY r 1�l SAN BER O'UNTY�' THOUSE ' San Bernardino County Courthouse 1927 1839 Site of Jose Del Carmen Lugo First Home (Adobe) Arrowhead Avenue•Site of 1851 Mormon Stockade Grantee of Rancho San Bernardino 37,000 Acres fi�WrYlW rea fa p,uHrreYOUtY auovurW J].sOpAm•Hav•Cneeomla�oaC L.pWrtuW w3WtYe,UYnW Wear trY•Wkaave.m�Ye,4 eurAUefr SR.WO Arrowhead Building 1965 G x965 Warner Hoard..Built Arrowhead Building•5"Street•Arrowhead Avenue Stage Coach Painting in Lobby of County 1983 Government Center Lareaat Building s.vewmm<1.Cut or saes B....ruin.simee 1927 usx G...L...Grandthther 1.rprwi,flw.0e Heree south Side Arrowhead Av.... Iodicati ve of the in State Depot One Black West 1860 ITAK IgM 81R gm sal m" 1972 Warner Hodgdon Finance Consultant•Project Coordination 1860's HISTORIC STAGE DEPOT SITE San Bernardino City Hall 3rd and D Streets•Stage Stop 1860 Plaaa Area Fronting San Bernardino City Hall Built 1972 Ww flreladr a Grem....GtrMathre dtlfrear usual f AUereHyrea.Ia,A.pire Caw.t,•international'-pulnew-to roue 6ae Bernardino Cwsy I"AUOWyreaw IM.la Sure City af6u Baurdr 1 W Warner Hodgdon always mindful to his Heritage of the Past covering the San Berwrdino Valley(the pan beginning in 1847 Ills Great....Grandfather Jefferson ' Hunt committed to eam his LEGACY in History's Annals as, "FATHER OF SAN BERNARDLVO COUNTY'), developed and built the above ARROWHEAD BUILDING in 1965 on the North side of 51 Street•Arrowhead Avenue opposite the site of Jefferson Hunt's 1650 Home;and below at 0 Street the site of the 1851 Mormon Stockade that Jefferson Hunt led the building of which became the location ofthe 1927 San Bernardino County Courthouse. wwmvi'.d.ww(i-99 Page 7 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 YJa\t7J e are..a .aor.ilffl 1-1 ca.-Armen ►`� ' 1 1 CITY • COUNTY a IVDA JOINT COOPERATION.............QUALITY OF LIFE 1 $ 2 BILLION NORTH • SOUTH DUAL FUSION County -City C L E A N U P A N D S A F E L Y S E C U R E Dual Fusion 1 1853 •2007 HERITAGE OF THE MOUNTAIN ARROWHEAD • 1854.2007 CENTRAL CITY Sustainability, ARROWHEAD PLAZA COUNTY GOVERNMENT CENTER 1 N O R T H E N D A R R O W H E A D R E S I D E N T I A L A R E A S CLEAN - SAFE - SECURE County•City 1975 MODEL , t SUPERBLOCK s ;� '.f 1: x r er I<1 5v.S��``1•tt H�?t. 1 Lt f` • 0(r rr ' fi/Q 'C X: n 2008 ALT. 1 E R COUNTY Bocx GREEN CAMPW Ac_ (Red Outline) S' ♦6 400 e„ //`/27}�: f t1L�kR • 5 MILLION 1 I r !t ' 2 0 0 8 STATE f- '`r r• , y ! � .,� LAW•JUSTICE �• •�K..' •«. , - �'. •. 5300 MILLION sm. r..... '�• �.. "^'. 2008 NEW COUNTY BLDG. 1 r �, •.. r.� - [a•C$1, nI $35 MILLION '9^- •' 2008 CENTRAL CITY $300 MILLION 4. 1975 CHAIRMAN,WARNERHODGDON'S RDA BOOK RETORT PLAXS)OF DTYTW S)PHOTO MODEL OFARROWHE D •COUNTY 1 GOVERNMENT CENTER EXPANSION AND WATER FE.47TiRF RELATIONSHIP TON BE LAKE PARK AND MEADVWBROOK PARK 2007 COUNTY GOVERNMENT CENTER SPACE UTILIZATION ITION......8800,000,000& CITY OF SAN BERNARDINO CENTRAL CITY GOVERNMENT CENTER SURROUNDING TH NEM'CITY HALL WITH 1 WATER FE,471 ACSINTERIM PARK PLAZA AND PRIOR TO DEVELOPMENT OF 2,000 SEAT THEATER O E PERFORMING ARTS (1975 CONSTRUCTION PLANS COMPIXMD BUT NOT B PLEMENTED) 2007 SAN BERNARDINO GOVERNMENT CENTER • CENTRAL CITY ADDITION......$300,000,000& Source:Non-ULI EXCERPT: CHAIRMAN, WARNER HODGDON'S 1975 RDA REPORT BOOK: This Hvion Beyx•nd the 70S may appear to Some to be out ofplace in a report which deals mainly with San Bemazdino's Central City,since little mention bas been made of Central City programs in this section. The Central City's role in molding the future annotate of San Bernardino is not inconsequential, 1 and it is entirely proper to view the Central City as one ofmany high-priority programs requirmi;vigorous pursuit If Central City Project No. I should not be completed, or if the program for expansion of the COUNTY GOVERNMENT CENTER•LAW AND JUSTICE FACILITY in the downtown Civic Center Complex should falter,any vision of excellence in the future will rapidly fade. Should these development plans not reach fruition, the result would be a domino effect which, in all probability,would eliminate the possibility of a mechanical transit link between 1 hors • , Rag y P��� of D�velo�me�nt Revita anon north of Court and 4 wool be bmu t a Stan str an Loge parts of a Central C wool continue to be characterized by vacant land and economic blight. The dream of a city united with blossoming new residential areas linked to 1 activity and emolument centers—a city with a fresh look offering life-styles not available in most communities would probably remain unattainable, IF THE CENTRAL CITY FALTERS, IT WILL BE EXTREMELY DIFFICULT TO GAIN MOMENTUM ON OTHER FRONTS(Excerpt:Chairman,Waver Hodgden 1975 RDA Book), 1 W MComcil&1U9 Page 8 of 24 (By Warms Hodgdon:For Discussion Purposes Only) FAMILY HEWAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 1 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 .s roam.v aoxoon aw must=0sa r n 1 1 CITY COUNTY • IVDA JOINT COOPERATION..............QUALITY OF LIFE 1 @t R1RIl.RECORDS 50.110 COUNTY SHERIFF COUNTY HALL OF COUNTY COUAia0U56 GOMI PU LICLIVEL SYSTEM ADMINISTRATION /ANNE% ! IC LLV1L / City I County ouaty Redevelopmen imp Super Block Plans of Dev. .it Under Adopted LAW AND JUSTICE TWOLIVIL COUNTY LAW TWO LEVEL ENCLOSED COUNTY COURTHOUSE 1970.1974 BMCLOSID LOBW CONCOURSE WBBARY CONCOOAS6 UPPER LBVIL PUBLIC UPPER LEVEL PUBLIC City•County LowaR LEVEL SECURITY Redevelopment 1 Schematic Elevation•Arrowhead avenue Agency TWO LEVEL=CLOSER CONCO VR1s COUNTY :�p[Li11X COVNTYRALLOPADMIN:STRATION COVNTY cOBXTRVV611N.. Joint Powers UPPER LEV4 TVEWC _ LOW{E L{V{L E[CVRITY Authority Agreeme For.City•County State•Federal 1 M•�sL _�J "SuperBiock" 1 • And Secombe Lake Iq, Funding–Lcd Exchange 1 r _ r_ .�,�• .�,_T—,T Implementation n k'l PERM o 1 ,R1R..M aWNL ..40000,Y..40000, •NNY W uMVn MT MMIMM Imo'— ^--LAWANDSOSTICi COUNTY LAW ._ LIBRARV —^\ I COUNTY COURTHOUSE 1 Mamie Plan P0011. 1 a--mmn minMr---Js� 'awnLm uwN 1970 • 1975 Cat ou .ns of DLvelopment 1 Sdammic Sectlmp �wtaim�i IMP 1 w Cwc—1 6-L09 Page 9 of 24 (By Warner Hodgdon:For Discussion Purposes Only) i FAMILY HERITAGE OF THE MOUNTAINS VALLEY BEGAN IN 1547 1 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 A WARNER C NOO .®1-1 CEO--- i CITY • COUNTY • IVDA JOINT COOPERATION.............QUALITY OF LIFE ' BOARD OF SUPERVISORS �E SNE CITY Of S-4 wi �+ �('((' p y�Q3ll� 9 NANCY EF SMITH C 1975 SU PERVIYJR FlrT11 DISTRICT = 01-31 J' tJ ,o July 29 , 1975 1975 City • C � y ns of Development Mr. Warner W. Hodgdon , Chairman wo"I , ,,. n',,,,, t,,._,.,n,pwmn. , i Redevelopment Agency _ 300 N. "D" Street San Bernardino, California 92401 ' Dear Mr. Hodgdon : Thank you for your "Plan of Development-Interim Report ' on San Bernardino Overall Central City Project. " It certainly is an impressive report and a worthy goal for the City of San Bernardino. Asou__know, the County of San Bernardino, as a party to ' the Joint Powers reA e�ith he City and Redevelopment gent s Invo ve an art, cu ar interested in t at ortion OT e an w 3c Fe T2 es o e eveloo meant o ac3 tt es or Ounty Goyernmen orts tO complete our portion of this project are proceeding in close coordination with members of your staff and the City. The Board of Supervisors has tentatively authorized lease of County properties at 566 Lugo Avenue to the Redeye opment ' Agency interim use 9 t e as a par o tTii—s—lotai re eve oom7 ent of o� rt. we ereciate the cooperation and assistance Your office is offering to brina tFls to an early, orderly and satisfactory completion. I also extend my best wishes to you in your endeavors to bring about this overall improvement for the citizens of San Bernardino and wish you every success in this prograamm ' Sincerely, NANCY E. SMITH (Chairperson) Supervisor, Fifth District 4' NES:ms ' 1975 RDA BOOK: County Civic Ruildin3, 175 West Sth Street,San Sennardino,California 92415-Telephone(714)383-613 1975 Chairperson Board of Supervisors Acknowledgment of County•City•Redevelopment Agency Joint Powers Source:Non-ULI ' WwCN✓UUOtil6w9 Page 10 of 24 (By Warner Hodedon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 ' C) HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 nsu a,: ..Mwl Im runny eaour-- �`\� CITY a COUNTY a IVDA JOINT COOPERATION.............QUALITY OF LIFE $ 2 BILLION NORTH a SOUTH DUAL FUSION 2008 D U A L V I S [ ON . . . . FUTURE QUALITY OF LIFE County a City ' 1853 a 2009 HERITAGE OF THE MOUNTAIN ARROWHEAD AND 1854•2009 CENTRAL CITY $2.1f Billion Dual Fusion ARROWHEAD PLAZA COUNTY GOVERNMENT CENTER Quality of Life ' N O R T R E N D A R R O W H E A D R E S I D E N T I A L A R E A S C L E 4 N • S 4 F E • S E C O R E "MUTUAL SUSTAINABILITY........ ONE SUPPORTS THE OTHER" ' A 1008 County•City REA=CFECK,of the above described amend DUAL VISION FOR THE Ft.ITURE must combine with projected ADDED VALUE for Ole$2 Billion North•South.....FUSION eaehsiou from the 1853 County of San Bernardino• SUST A INABILIT Arrowhead Seal on the Mountain depicted below(November 2005 Adopted$1 Billion Arrowhead Springs Speatc Plan)South to and ' surrounding the Arrowhead Plaza • County Governed Center Super Black and States Cams atparmon ($800,000,WOt), to beomnemutuallySUSTA/NABLQ with the adjoining City of San Be nardino's$30WOMUCart al City Downtown revitalization I rtn street ' 1 2007 ULI 8f q City a County stn street - Strategy Map NSF Rail Intermodel Yards CBontainer•Trucks a Trailers -- -- --- --- ----- -- _ Thousands of Movements Daily anm zed ones T_T__. ._ S.B.lint. alt,A,,.nl.. Airport r weer tr:rr •err One Mile County a City Kw: CE. L CITY MIL ION C 'N GOV . fE T CE TE 100s N1 LION Gpy, Ctl-, Green Space Rousing/Retail/Office Mixed Use Light Rail Extension to Redlands $1.1f 1311110E NIIIIII Water Feature. County offlolos Bias Rapid Transit June 2007 Urban Land Institute Land Use Development Strategy Map Prepared For the City and County of San Bernardino S2 BILLION DUAL VISION . FIiTURE QUALITY OF LIFE M U T U A L S II S T A I N A B I L I T Y ... ... . O NE S U P P O R T S T H E O T H E R Nov.2005 Approved EIR i Arwhd.Springs 'k KAM1 Specific Plan "" ty Sif Billion •tj,?° ^ Y. 1983 Arrowhead Plaza•County Government Center 2008 l p: Q PROJECTED NIS COUNTY a CITY Wine W r DUAL FUSION QUALITYOF r, LIFE a sh 12.If BILLION' 2005 Arrowhead Springs Hotel Resod Approved Specific Plan•EIR 1972 City Hall•Convention Center w C6eCOwdl s1-09 Page I1 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGEOF THE MOUNTAINS • VALLEY BEGAN IN 1847 HEADQUARTERS: 405 FAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 �>S ' CITY • COUNTY • IVDA JOINT COOPERATION.............QUALITY OF LIFE S 2 BILLION NORTH a SOUTH DUAL FUSION 2008 County Cit D U A L V I S I O N . . . . F U T U R E Q U A L I T Y OF LIFE $2.1f Billion 1853•2009 HERITAGE OF THE MOUNTAIN ARROWHEAD ' 1854•2009 CENTRAL CITY Dual Fusion ARROWHEAD PLAZA • COUNTY GOY ERNMENT CENTER Quality Of ' N O R T H E N D A R R O W H E A D R E S I D E N T I A L A R E A S Life CLEAN • SAFE • SECOR E MUTUAL SUSTAINABILIT.Y...,.ONE SUPPORTS THE OTHER ' Baseline Street I r �• 4rt, Ci fSanB nardino edevelo me to enc _I 't' Dow town Re 'talizatio Project's Y'rt• North eke Area South Lake ea Febr a 28 005 Envir mental Im act Re ort 3;+„+• r :. State learin House No 2003121150 ULI r, e:See Fi are I Study area. S.B.City School Distri t 9th Street Administrationiand Se urity 'S.B.Lakeside Living” Headquarters he on June 5,2007 ' e"+:JC:Iflt'PI City ayor Morris A Believer rA,1 it S. .Ci chool Di trier Juanita Blakely A ministr tion He dgtrs. ource:See Figure Elementary Sch of County ' ULI 2007 Soh.AD: a Report: _ A 3 1975.2008 750 Residential A EL' e e ALT.COUNTY s ±Cen ity Par y(Rte -Foot Blvd. H SUPER BLOCK EDAW 2009 5th Street ase IL ub. .ot ,cola 1 rt6t GREEN CAMPtlB 300f Residential Slat Bros. C S Pike. S50 Mill n (Red Outline) 300,000 SF Retail $]0 illion Two Towers hale I. lu U I if r't County•City Gov.Cur. C U PI P L E I ' 1'000'000 Sq.FI. Court Street liuloric nunhouse a ex U d to$30 Million To Santa Fe Depru i. f 100 Million BNSF Rail 1.8 it U 11;1 E L 1972 Ciry Hall Rehab Mid City Intamwdel Yard 111;1 t I�, Conveati State$3 Million 13rd reef East•Wee[ Containers _ Public Mo1Tl arking Crnter City Creek Law&I ,slice t trailers thousands of S35 Milli a + v S Mead wbrook Park Sao St.Prkwy•S.B.Ito: movements daily 2nd Street Coun arts 2007 2ntl Street Airport IvfiDian .B.In[. h Air ort See 2008 State of Calif. 1 $35 Milli n Rehab Cancer Toxicity Report t ST Millioi OMM Trans Depot 'Rialto Avenue Arrowhead Stadium Increase:5,000 S25 Millio ' To 10,000 Seats M1]]i PA UA 1 i_ E ifi( Increase: 1,900 to 31 3,800 parking space I ■; Arrowhead Credit U'ion !.. 2 OFFICE BLDGS. (' n) I' I 5180 LLIO -` "STRE I SBA U R moR S B.C State 'a1 rsity So th to ma da 9- 1., National Oran a Show 1501 Acres g Source:Non LLI Report Key: Warner Hodgelon 2008 Downtown Central Business District Study Area June 16,2008 City EDA Staff Report on June 2007 ULI Report:"Clear the entire site of the existing Carousel Mall and restore the City's historic street grid through the site and redevelop the site as contemporary mixed-used urban village with approximately 700 residential dwelling units with supporting retail and office uses;Le:June 16,2008 EDAW Request For Proposal." wwcrvcamcu st.os Page 12 of 24 (By Warner Hodgdou:For Discussion Purposes Only) FAMILY HERITAGE OFTHE MOUNTAINS • VALLEY BEGAN IN 1847 �./j HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CAL]FORN1A 92406 ►41711 � CITY - COUNTY - WDA JOINT COOPERATION............QUALITY OF LIFE JUNE20,2007 URBANLAND INSTITUTE CENTRAL CITY COUNTY GOVERNMENT CENTER 2007 1 RB NC DID Owl lit 1953 HERITAGE OF THE MOUNTAIN ARROWHEAD AND ARROWHEAD PLAZA-COUNTY GOVERNMENT CENTER RX By County City REI[WYCHECK,die above degaribed current DUAL HSION FOR THE RiTUREmust combine with projected ADDED VALUE for the$2 Bfflion North- Soudi.,...FUSION of exlension from the 1853 Comty of San � Berardino - Arrowhead Sea] on the Mountam depicted above(November 2005 Adopted SI 113ion Arrowhead Springs Specific Plan)sou&to and mrounding the Arrowhead Phaza-County Govermnent Center expansion($01^000),to m,oxv=wu~, Page l3ofo* (By n,r,nromdgmm:For Discussion»mpwmonly) � mwuraourAGEoFoemmoNTumo - vuoLEYossANIN/xw HFADQUARTFRS: 405 EAST APROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 �� P� �� CITY • COUNTY • IVDA JOINT COOPERATION.............QUALITY OF LIFE ' $ 2 BILLION NORTH • SOUTH FUSION C L E A N U P A N D S A F E L Y S E C U R E 1853 2007 HERITAGE OF THE MOUNTAIN ARROWHEAD • 1854 • 2007 CENTRAL CITY ARROWHEAD PLAZA • COUNTY GOVERNMENT CENTER N O R T H E N D A R R 0 W H E A D R E S I D E N T I A L A R E 1 S fills .ly t Hr 1 •Nii,yrHr�?i�� e—.i1.' � i.tr L t �'r - ,�g. J� . P tIWY 18-WA=i:FRMAi4-hVE November 2005 Adopted Arrowhead Springs Specific Plan (1,916+ Acres) Public Golf Course and Water Features _ July 61h 51. id Highway-1965 INTERIM State Highway IS NON-COMPLETED 42 Years 1 ,1915 Dedicated 101 Mile Drive oo the Ibm of the Wo r i II _ St�hSL Centrq City Parkway to Rt. 30 Freew_ ay. 41h St J a r` _ Central City•County Government Center_] S 3rd St. yl a u 3rd:St.. Aviation Parkway 2nd St.' • of t F I _ ..—. c Former Norton AFB —2miles � a Rialto Ave. __3-i. i December 1988., Relinquishment- Downtown corridor:The a Realignment- Proposed Alternative y s� long-maligned city center could reap benefits from a ; 27,000±Direct• Indirect Jobs LOSS major NOS roject via the E [build rousel MAIL•s tentabased k a d eloper LNRhastentativeplansfo I Street corr or,complement- a $1.8±Annual EconomiclmpactLOSS more than 700 mixed-use homes ing the mix of government commercial and retail progenies to and private development ace the sagging mall. I,. i fomast over the next decade. -E 1989 •2007= 18 Year Span MIII6f� National Orange Show: 18 Yes z$1.8 Billion = $32.4±Billion Lewis a con eptual moos l for deliver LOSS(Straight Line without lnflation) a conceptual proposal for major development on the Socio•Economic Impact Loss to: grounds to a private gathering ev of NOS executive board City of San Bernardino East Valley members sometime In the next S{ ' two weeks. 27,000± Direct• Indirect Job LOSS �\ CenlralAve. City Creek Open Dirt Channel . . : .�Inland Center:Top execs at the parallel to: durable mall boast of construction and increasing retail space and say a d Lewis-led NOS project could be a major 3r Street(Aviation Parkway) so c:Ttk Sun 200 a boon to their receipts. Needed Improvements WWCMIGwul61-09 Page 14 of 24 (By Warner Hodgdoo:For Disc ussioo Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDNO,CALIFORNIA 92406 A srR .IF HOOLOON�boat,mom N Tr �� ' CITY • COUNTY • IVDA JOINT COOPERATION.............QUALITY OF LIFE CLOSURE STIRS WORRY • THE SUN, WEDNESDAY, JULY 25, 2007 ' TWO NORTH END 4071 STREET AND SIERRA WAY BIG BUILDINGS WILL BE EMPTY WHEN ALBERTSON'S CLOSES Excerpt— 'A decision by grocery operator Albertson to close its store at Sierra Way and 40" Street has city leaders worried and come consumers upset." "7&e closure worries city officials because empty buildings can be precursors to blight Without Albertson, there will be two large commercial structures lacking tenants in the neighborhood A building that used to house a Stater Bro& market which is actually in the ' same shopping center as the remodeled Stater Bros. on Waterman, has been empty for nearly seven years." `Jim Morris, chief of staff to Mayor Pat Morris, said the possible empty space is a significant concern.' You need occupied, active commercial areas to help stabilize the residential areas,'Morris said" ' "The nearby empty Stater Bros.has been a recent point of contention." "Councibnan Neil Derry supports converting the Stater Bros. into a police substation, and said he believes crime is one of the reason the Albertson is closing." "40TH STREET: AN AREA WHERE GANG AND DRUG ACTIVITY IS SAID TO BE RAMPANT"-THE SUN,JULY 5,2007 City leaders have identified five areas in which they want to expand 40Th gyNa and drug anti-crime efforts as part of the next •,� ', % y '0aau teal phase of Mayor Pat Morris' �\ ianWa^L Operation Phoenix. Date and °aka Eden .., � reraM [f�{1p:TM�arsdaMa kvw� md Be�uMS. Y ad � NW"a t i"a ,. r �.�.t� � rw�•4r ,. 'td'. . Pyylsi�sjpo1 a 4 1 t ,�� •. 1!h � s �rx �Ii� r r i,' luav"�°a Y t t v i ,1•.F rr , d rv:f _ AwY t � 1�J1 �Y�lt S n. ,_�,�I•fir' $800 Million Expansion n' Arrowhead Plaza•County Gov.Ctr. $300 Million Expansion The Sun San Bernardino Central City ' Thursday,July 5, 2007 wcwc.-tl&Z-W Page 15 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERJIAGE OF THE MOUNTAINS VALLEY BEGAN IN 1847 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 A 6ARMfl i MOoCooN®FA y CAON AFII n ►`'� ri LONGTERM BUSINESS STRATEGY • Warner And Sharon Hodgdon Family HEART GIVEN Gifts and Contributions To: Campus Crusade For Christ International (Founders: Bill And Vonette Bright) 1972 • 1985 Water Supply At No Cost to Arrowhead Springs Headquarters • December 23, 1980 CCCI Administrative Headquarters 82.5 Million • August 3, 1984 Arrowhead Springs Ranch 84.7 Million (Present Value 89 • 815 Million) • August 3, 1984 Historic West Twin Creek&Del Rasa Mutual Water Company(s) (Present Value SIS-820 Million) ACCUMCLATIVE RANGE: 826 53 Million •537.51 Million A u g u s t 3 , 1 9 8 4 G i f t D e e d F r o m Warner a Sharon Hodgdon To Campus Crusade For Christ International Founders : William and Vonette Bright Hodgdon Family Arrowhead Spring&Ranch August 3,1994$4.7 MIWon GIFT DEED To CCCI w51a an. aq sla. .-mocawe.mms [+n.wL.aaa oiFKUe�N ECMOS .wrw acwrs.Lw.a ea an-3 h a 34 e.vr ee..r.rw a[o[ ISf f.N,.,.[sr.a r.rf..n... e..wL+r N[usL,n saes. 8/.N O.CAU. — ..sr ..[[....[ rr6LtP..r., r w.nran ro 3 a.RrAaeaa. consonants.. w w s:,�70 G91-O/-OL 03 It, "A txnaa cam. r -12.1 Slo- /l/--CO." 61fT faas (SIA01 S5,27S60° 5;796,000.00.) � Exdudm Added(an o(Twe Wain Companv(rl ilt` [caseauL,w w r vL�av— . ') ��Mmev W ra.[v a Lnrnw. fYli C6Zaa[[�,•.naaa amYO.aM, w•rM{t {r nl[ rre n f.L ---s me h M SY EeLMOIW M1 I M. i�wGib�.aae. sM ee.[L0[!t atle/.e yLe211, 4[M CL:.[e of ss N[vN w. L[L n WiNw[., v M[[e[uL[{r ae[[nN N[la(fI L..msNf—a[.LN4 NnLL a & SEPARATELY GIFTED WEST TWIN CREEk AND DEL ROSA MUTUAL WATER COMPANIES ' wxv rN s.us w•[t r.rrm[e�fw[n[ f.[.f rr 194K-61-aas. + use lr 'rla,i't` lsrr.N —a ra .(f&11.dA.fO. f[n[y rb Lnau L ws +.Ir.as. •�i.�bnLnf::. I° ar:�tF6ul�rk �" 0 -'Sr •air u -_ IfYa1Y A[GPrr[AQV[MLY ' JTT((l� wnuN[�so sea 1984 Hodgdon Family Arrowhead Springs Ranch GIFT to CCCI $4,796,000 Arrowhead Springs Ranch 2005 Approved Specific Plan 300 Unit (s) Retirement Village • Golf Course 2005 Retirement Village Land Current Present Value Per Fair $30.000 [ $50,000 Total(s) $9,000,000 • $15,000,000 1984 Hodgdon Family Separately GIFTED to CCCI West Twin Creek• Del Rosa Mutual Water Company(s) 2005 Stated Present Value in Sustainable Range of$15,000,000 • $20,000,000 ' WWC1aV0a mA 61-o9 Page 16 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN W 1847 HEADQUARTERS: 405 FAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 Y}eVfA A..KIs ...W. aj5M,fAyny Coom,A1flI n P`� Jw4LM BUSINESS STRATEGY Warner And Sharon Hodgdon Family HEART GIVEN Gifts and Contributions To: Campus Crusade For Christ International (Founders: Bill And Vonette Bright) 1972 • 1985 Water Supply At No Cast to Arrowhead Springs Headquarters • December 23, 1980 CCCI Administrative Headquarters S2.5 Million • August 3, 1984 Arrowhead Springs Ranch S4.7 Million (Present Value $9 • $15 Million) • August 31 1984 Historic West Twin Creek A Del Rosa Mutual Water Company(t) (Present Value S15 $20 Million) ACCUMULATIVE RANGE: $26 5t Million $37 53 Million tj- � J s ` �',i I•T,1 �ay.yT� !: ��.► I 1. r, I i )n i 1 l. 11 U sr 'I 1846 2007 Warner Hodgdon Family NERI74GE of the San Bernardino Mountains and Valley PASSION of Two Related Hearts for the Valley,Mountains and The People....Then and Now • WHIgWCauacd 61-09 Page 17 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 it LONG TERM BUSINESS STRATEGY • . Warner And Sharon Hodgdon Family HEART GIVEN Gifts and Contributions To: Campus Crusade For Christ International (Founders: Bill And Vonette Bright) 1972 • 1985 Water Supply At No Cost 0o Arrowhead Springs Headquarters • December 23, 1980 CCCI Administrative Headquarters 82.5 Million • August 3, 1984 Arrowhead Springs Ranch $4.7 Million (Present Value 59 • $15 Million) • August 3, 1984 Historic West Twin Creek&Del Rosa Mutual Water Company(s)(Present Value 815-$20 Million) ACCL MULATIVE RANGE: 826 et Million • 837.5: Million 1 9 8 6 T A X R E F O R M A C T �,.I ' '.1 � A R R O W H E A D S P R I N G S R A N C H 1...b.. ,a :.i S350 MILLION MULTI -FAMILY RESIDENTIAL TAX-EXEMPT. MORTGAGE REVENUE BONDS , r` SIGNED INTO LAW BY : Y" PRESIDENT RONALD R . REAGAN =fi OCTOBER 27, 1986 94na Cowecv HOUSE OF feEPRFSYCATTVES ( R=owr 9d Searian ! 59-843 I'.. ' TAX REFORM ACT OF 1986 ' CONFERENCE REPORT r0 AGCOMP VY H.R. 3838 Vol u art a I of 2 Volumes S;ePre+.wew IE. 39dti.—Ordered b l,e pr:naed (A ' WARNER HODGDON COORDINATION WITH JIONT RULES COMMITTEE FOR INCLUSION OF $350,000,000 ARROWHEAD SPRINGS RANCH RETIREMENT PLAN(S) OF DEVELOPMENT WITH HOTEL a RESORT PUBLIC GOLF COURSE AND WATER FEATLRES 09pCbpe Cfl 6-1-09 Page 18 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847Jf HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 \aJ 41=4 P �� L014GI TERM BUSDMS STRATEGY • Warner And Sharon Hodgdon Family HEART GIVEN Gifts and Contributions To : Campus Crusade For Christ International (Founders: Bill And Vonette Bright) 1971 • 1985 Water Supply At No Cost to Arrowhead Springs Headquarters • December 23, 1980 CCCI Administrative Headquarters 82.5 Million - August 3, 1984 Arrowhead Springs Ranch $4.7 Million (Present Value $9 - $15 Million) - August 3, 1984 Historic West Twin Creek &Del Rasa Mutual Water Company(,)(Present Value$15•$20 Million) 4CCLNLLATIVE RANGE: 826.5,1 Millis. 837.5. Hillis. ' 1 9 8 6 T .9 X R E F O R M A C T ti .I fr' � A R R O W H E A D S P R I N G S R A \' C H 44-( J $350 MILLION MULTI- FAMILY RESIDENTIAL A'• , y TAX-EXEMPT MORTGAGE REVENUE BONDS i SIGNED INTO LAW B Y : PRESIDENT RONALD R. REAGA N O C T O B E R 27 , 1 9 8 6 '.. Rs.owr am"" pd yx+inn J HOUSE OF REPRES-EPrrAIRVFS g��t 1 , I-F4. rii - du n/ s Julion u os ad yrrd /or such Th.•Pr�ec/ on .SePtrmber 3i�J.4go. grunARo mgaM �cf omounl �Mnds to hich /h4 Pr J,rs"hall n`/r -rod 8f.(KKI,O3?M/ n n .h w s•dfn+i I a%P�nper/v P ie<+ v dex.-;hetl . .'I!t /hie suepa graph :/ ne ! /rttrr o/underala nding u sred rnto o De. brr ll. 198 be , •er ehe /v __e? c h' horn ing a d cn mun h drrclopn.+ ne u%(+'ee d lhr '«a de -rleperm:rC rd'n6 the aen re of /mdPl _vuoh Pr i%su d r I�iv P Jrea e�s�. meunlcub/nd in lh¢ ac 1. S1. n)he s poragrnphs iEr. rFi. IGJ� nd Thr/X/ graphgg'rc,p 4 s o-bondf l which —A.s bpero /A thpp)a°. v Anl% / r d n a n+ uhirh. In the• r ernes a aurr,r d un�rr 8f�?regraphs /J rF. (G/. and lXi dxe rot rzceed g3u6.P00.[w0. (J) ,9 residential rental property project is described in er this subparagraph if it is a multifamily residential development located in Arrowhead Springs, within the County of San Bernardino, California, and a portion of the site of which currently is owned by the Campus Crusade for Christ The aggregate face amount of 69 bonds to which this subparagraph applies shall not F exceed$350,000,000. WARNER HODGDON COORDINATION WITH JIONT RULES COMMITTEE FOR INCLUSION OF ' $350,000,000 ARROWHEAD SPRINGS RANCH RETIREMENT PLAN(S) OF DEVELOPMENT WITH HOTEL • RESORT PUBLIC GOLF COURSE AND WATER FEATURES FOOTNOTE: In early October 1986,on behalf of the Arrowhead Springs Hotel Resod(1,916,1 acres),owned by Campus Crusade for Christ International (William and Vonette Bright. Founders), Warner Hodgdon submitted before the COUNTrBOABD OF SUPERVISORS their Consideration of Authorizing $350,000,000 Tax Exempt Muld-Family Residential Bonds before the end of 1986 to implement,within three(3)years,the Arrowhead Springs Ranch submitted Plan(s)of Development(s),under the existing Internal Revenue System Rules;which were projected to change under the forthwming 1986 Tax Reform Act(SEE: Following two[2)pages for Meals]of Development The County Administration felt President Resagm's 1986 Tax Reform Act would not pass before the years end and act the Arrowhead Springs Ranch Agenda Item aside.Warner felt diffeaody and immediately dealt with the Congress Joint Conference Rules Conrm mand Staff. By Octobw22,1986 Congress had passed and Presided Reagan Sired into lawon October 27,1986 the 1986 TAXRF.FORMACf. Datm Warner'sefforhimArrowhead Spdro Randympage1-642(3)ffimtwwmffiwizeduncl PoUkormtktive1985"OldRulm"de Campus CmsadeforCkistArrowhead Sprits¢,Ranebdesignated¢mare ANN of S350,OOM000 Tax Bu mpt Bonds for as Retirement Plaols)of Develop deal(s)with RESORT HOTEL,PUBLIC GOLF COURSE AND WATER FEATURES. Reporadly,IhelmgerJRaidmtio(RojedEvvAwhw¢edBy Cangrar To7heLaamlRevarve Code w OtharweSOUS the Cmmby'sBeg mmg Qaofe: 990 CONGRESS REPORT 2d Session HOUSE OF REPRESENTATIVES 99-841 1-642 (J) A residential rental property project is described in this subparagmph if it is a multifamily residential development located in Anowhead Springs, within the County of San Bernardino,California,and a portion ofthe site which currently is owned by the Campus Crusade for Christ. The aggregate face amount ofbonds to which this subparagraph applies shall not exceed$350,000,000. WWCM/COUOU161-09 Page 19 of 24 (By Warner Hodgdom For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847jf HEADQUARTERS: 405 FAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 17"(21 (For Action Plan Discussion and Constructive Purposes Only) LONG TERM BUSINESS STRATEGY as • Warner And Sharon Hodgdon Family HEART GIVEN Gifts and Contributions To: Campus Crusade For Christ International (Founders: Bill And Vonette Bright) 1972 • 1985 Water Supply At No Cost to Arrowhead Springs Headquarters • December 23, 1980 CCCI Administrative Headquarters S2.5 Million • August 3, 1984 Arrowhead Springs Ranch 54.7 Million (Present Value $9 • $75 Million) • August 3, 1984 Historic West Twin Creek&Del Rasa Mutual Water Company(s) (Present Value 815•$20 Million) ACCUMULATIVE RANGE: $26.5*Million •837.Sr Million n •,» •.�` a ^' ... .' - -F 7 ^> F Arrowhead Springs Hotel•Resort a_ 19 1986 PLAN OF DEVELOPMENT �•t r •t;:�T • yr �6 ,lZ O4rHEAD SPRINGS GOLF CLUB f"f M CQMUNITY CENTER +' L •S 1 F 1975 •, 1886 WILDWOOD OPEN SPACE AREA WILDWOOD OPliA SPACE ,,. yIt^' ' Z M ARROWHEAD SPRINf•BI 9N •t EOFVBLY RBE s i (BKLUHIVRLY PUBLIC) (y1• + + Y 191b RIM OPTJIA IVOALD IlfGffH'A I' t!I ARROWREAD RANCH ROAD �1' WILDWOODPARK ^ ' r 40TO 9TRUET A Ii91D&MM SE ITMATION rate (1986 ARROWHEAD SPRINGS RANCH) OUTLINE PLAN 0i DEVELOPMENT PLAN(S)OF DEVELOPMENT(S) —.:—:—Ot CAMPUSCRUSADE WARNER HODGDON SUBMITTED TO COUNTY ..ALE IN FEET NORTH OCTOBER 1916 1°71-1°06 FOR CHRIST INTERNATIONAL rN..,e, �opw7 .1..ea w. I oo oax INTIERNI ICINM. CFHJHTVIN C.HA)VATE UNIYCRIMY n ROEN...061ATEe Arrowhead Springs, San Bernardino, California •..... By October 22,1986 Congress bad passed and President Reagan signed into law on October 27, 1986 the 1986 TAXREFORMACT: Due to Wamer's efforts for Arrowhead Springs Ranch,on page 1—642())thereof,was authorized under the less restrictive 1985"Old Rules;'the Campus Crusade for Christ Arrowhead Springs Ranch designated issuance of 5350,000,000 Tax Exempt Bonds for its Retirement Plan(s) of Development(s)With RESORT HOTEL,PUBLIC GOLF COURSE AND WATER FEATURES. Reportedly the Largest Residenn'al Project Ever Authorized By Congress To As Internal Revenue Code or Otherwise Since The Country's Beginning,(SEE: FOOTNOTE Page 23). In November 2005 the City of San Bernardino adopted the Arrowhead Springs Species Plan(1,916±acres). wwcnacouvm 6-1-09 Page 20 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN 1 1847 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 pto (For Action Plan Discussion and Constructive Purposes Only) LONG TERM BUSINESS STRATEGY IS a' I Warner And Sharon Hodgdon Family HEART GIVEN Gifts and Contributions + To: Campus Crusade For Christ International (Founders: Bill And Vonette Bright) 1972 • 1985 Water Supply At No Cost to Arrowhead Springs Headquarters • December 23, 1980 CCCI Administrative Headquarters 52.5 Million • August 3, 1984 Arrowhead Spring, Ranch $4.7 Million (Present Value $9 • 815 Million) • August 3, 1984 Historic West Twin Creek A Del Rosa Mutual Water Compsny(s) (Present Value$15 •520 Million) ACCCMULATIVE RANGE: S26.5t Million •$37 St Millioa ARROWHEAD SB$f{3G3 RANCH VILLAG.B j 11'N cr.' ^' 18$2 �"'•p• OLD LOGGIfs(iis.Itq• r v (' ' o ' _� �� Y. �V��.l �'�(•" .. 4�p`((I �,��}11'{,/,�' —aC.'I .i� 1'L).� �. '4. ,� -1-1' °e'1•'I'S►S. ,e ) ihN' •ii:L � 6 v� i(t ,.. . 10i n, 1F 4, im,, i9i '.o-ma 1975.1986 Plan l� ° "_ �'°�'S d': -•ifia,••,t *?.3E AN , a, :ARROW"AD.S� /NC$RANGJ>B•&CUTLyE GOLF COURSE ARROWH6AfrB . ar • RESOET A.,'1 ! v L r.;.� ,y Est ,•.1� �< (�LY1n .,'.••L' -•»-'•' W '•ab'io-.:_ 975.1986 Plan —""'"" •� `� h,' 1975.1986 P I a a ARROWHEA SPRINGS RANCH COMMUNITY CHAPEL A/",OSY,,: °l•A3LC'`, RH tUNYC JI OF THE WORLD HIGHWAY .a BRtFA PA r � 01-0- -x"e " 1975.1986 Plan � u 't" P n . N)p� 1975.1986 P'.n ..3 A PRINGS RANCH GOLF CLUB COMMUNITY CENTER ARROWHEAD SPRIiORANCH FARMERS MARKET ( - (uEHLUS/.VELY PUBLIC) 1975.1986 Plan d Y 1, ,r I,lujr_�< 1975.1986 PIanC, , was t , 1� ie r •1+-� ,, eI • 4'r _ PL9I PNTIPF"BE ImtAT1614 Dik (1986 ARROWHEAD SPRINGS RANCH) OUTLINE PLAN OF DEVELOPMENT PLAN(S)OF DEVELOPMENT(S) ^•s'r WARNER RODGDON SUBMITTED TO COUNTY SCALE IN feel CAMPUS CRUSADE noa7X ..• OCTOBER 1186 ,errs_,em FOR CHRIST INTERNATIONAL nexA .�a ,gym INTrs10NATIONAI (>"S iAN URADL ATR UNIVCROITY win x^x a Is x o o o o o x Arrowhead San Bernardino, California ""`W.N. " »•••••••• 4. By October 22,1986 Congress had passed and President Reagan signed into law on October 27,1986 the 7986 TAXREFORMACT. Due to Warner's efforts for Arrowhead Springs Fanch,on page 1–642(n thereof,was authorized under the less restrictive 1985"Old Rules;'the Campus Crusade for Christ Arrowhead Springs Ranch designated issuance of$350,000,000 Tax Exempt Bonds for its Retirement Plan(s)of Development(s)with RESORTHOTEL,PUBLIC GOLF COUREEAND WATER FEATURES Reportedly the Largest Residential Project Ever ANN Authorized By Congress To the Internal Revenue Code or Otherwise Since The Counay's Beginning, (SEE: FOOTNOTE Page 23). In November 2005 the City of San Bernardino adopted the Arrowhead Springs Specific Plan(1,916±acres). rr WYICINCmxN 61-09 Page 21 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 �J HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 PkR>•l1 w Aw.11NTa a:NOWDOX l.H..iJ-i:?suenr cams,.71 �`i� COUNTY 1VDA .I01NT COOPERATION.............QUALITY OF LIFE 4 IP • �r Page 1 of 58 fi r . • 1 :1 ' , •f¢ .��Isl� � w si-a9 Page 22 of 24 (By Warner Hodgdon:For Discussion Purposes Only) FAMILY HERITAGE OF THE MOUNTAINS • VALLEY BEGAN IN 1847 HEADQUARTERS: 405 FAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDINO,CALIFORNIA 92406 rla.'A CITY COUNTY • IVDA JOINT COOPERATION.............QUALITY OF LIFE z J Q W Z I :F I• W 1• z ' 1 - r . I 1 I F O z < A131A'N1IN Ilf x s - � 0Y3MM0NNV V M I X4;•..}'1 :,yt�`�' ( �� ,NA_ � j `� , 3�. I ' 1nN!aslmrnwlen3� _. II W WWf]WC w&149 Page 23 of 24 (By Warner Hodgdou:For Discussion Purpose Only) FAMILY HERITAGE OF THE MOUNTAINS VALLEY BEGAN IN 1847 HEADQUARTERS: 405 EAST ARROWHEAD ROAD,ARROWHEAD SPRINGS,SAN BERNARDIIO.CALIFORNIA 92406 CITY COUNTY D• JOINT COOPERATION QUALITY 60 lei 4*4 r' @' - ld4 a .,... y M �b a a! /w/�� 1 CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY FROM: Emil A. Marzullo SUBJECT: Accept the San Bernardino Downtown Core Interim Executive Director Vision/Action Plan, and direct Agency Staff to Valerie C. Ross proceed with implementation of the Downtown City Development Services Director Core Vision/Action Plan ' DATE: May 27,2009 - ---------------- -------------------------------------- Synopsis of Previous Commission/Council/Committee Action(s): - ' On June 5, 2008, Redevelopment Committee Members Estrada,Johnson and Baxter unanimously voted to recommend that the Mayor and Common Council and/or the Community Development Commission consider the endorsement of the Urban Land Institute ("ULI") study for the Downtown Central Business District and to recommend the ULI report for further study to ' EDAW, Inc., for the preparation of Downtown Core Vision/Action Plan. (Synopsis of Previous Commission/Council/Committee Actions Continued to Next Page) ---- ---- — --- -- --- -- .---------------- -—— - --- ------------------ Recommended Motion(s): -- --- Mayor and Common Council Resolution 9f.the Mayor and Common Council•of the City of San Bernardino concurring with the actions taken by the Community Development Commission of the City of San Bernardino regarding acceptance of the San Bernardino Downtown Core Vision/Action Plan ,. MOTION: That the,Mayor and Common Council of the City of San Bernardino designate the following elected officials, Councilmember Estrada, Councilmember Brinker and Mayor Morris, who along with the Redevelopment Agency of the City of San Bernardino Staff and City Staff, will meet and work with the San Bernardino County Board representatives regarding the San Bernardino Downtown Core Vision/Action Plan and alternative sites and options that can meet the County's space requirements in downtown San Bernardino (Community Development Commission) ' Resolution of the Community Development Commission of the City of San Bernardino accepting the San Bernardino Downtown Core Vision/Action Plan, and directing Agency Staff to proceed with actions identified in the Implementation Section of the Downtown Core Vision/Action Plan ' `----------------------------- ----------- - ------------------------- Contact Person(s): Jeffrey Smith Phone: (909)663-1044 Central City North and Central City ProjectArea(s): Redevelopment Project Areas Ward(s): 19 Supporting Data Attached: 0 Staff Report 0 Resolution(s) ❑ Agreement(s)/Contract(s) RI Map(s)❑ Letter(s) Funding Requirements: Amount: S -0- Source: N/A Budget Authority: N/A Signature: Signature: 6h")6 Emil A. Marzu o, xecutive Director Valerie C.Ross, Development Services Director ----—----—-— ---- ---- ------------- - - - -- ------------------------------- ommissiou/Council Notes: —'--------------------------- P:vseWasl CommDevCOmn iissionZDC2OM6N49EDAW Downtown Cam VuunRAnion Pita 50.doc COMMISSION MEETINGAGENDA Meeting Date: 06/01/2009 a S At, i Synopsis of Previous Commission/Council/Committee Action(s) Continued: ' On June 16, 2008, the Community Development Commission of the City of San Bernardino adopted a resolution approving the endorsement of the Urban Land Institute ("ULI") study for the '! Downtown Central Business District and recommending the ULI report for further study to EDAW Inc., for the preparation of a Downtown Core Vision/Action Plan. ' On November 3, 2008 and January 5, 2009, the Community Development Commission of the City of San Bernardino received and filed presentations and received an update on the status of the Downtown Core Vision/Action Plan. On March 2, 2009, the Community Development Commission of the City of San Bernardino adopted a resolution approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute Amendment No. I to the agreement for professional services by and between the Agency and EDAW, Inc. ' On March 19, 2009, the Community Development Commission of the City of San Bernardino adopted a resolution approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute a Professional Services Agreement by and between the Agency and The Fransen Company, for the preparation of a Commercial/Retail Strategy and develop a Marketing Potential Report for the Downtown Core . Vision/Action Plan. eOn April 6, 2009 the Community Development Commission of the City of San Bernardino received and filed a presentation and was updated on the status of the Downtown Core Vision/Action Plan. ' On April 23, 2009, Redevelopment Committee Members Johnson Baxter and Brinker unanimously voted to recommend that the Mayor and Common Council and the Community Development Commission consider the adoption of the San Bernardino Downtown Core Vision/Action Plan and direct Agency Staff to commence the Implementation Process -------------------------------------------- PaAgcndas\Comm Dm'C..' iwi.MCOC 200 6 4109 EDAW Dowm.w Core Vh fun&ACimn Phn S0.doc COMMISSION MEETING AGENDA Meeting Date: 06/01/2009 a� A¢enda Item Number: �37 ECONOMIC DEVELOPMENT AGENCY STAFF REPORT - ------------------------------- -- --------------------------------------------------------------------------------------------------------------- ACCEPT THE SAN BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN, AND DIRECT AGENCY STAFF TO PROCEED WITH IMPLEMENTATION OF THE IDOWNTOWN CORE VISION/ACTION PLAN BACKGROUND: 1 fit June 2007, the Urban Land Institute ("ULI") analyzed and prepared a study for the Downtown Central Business District of San Bernardino. The purpose of the ULI's involvement was to study and provide ' recommendations and proposals for the City of San Bernardino ("City") to consider, relative to land use, transportation, lifestyle, urban design, commerce and government that would bring physical and economic vitality back to Downtown San Bernardino ("Downtown"). ULI presented their findings and ' recommendations on June 29, 2007. In August 2007, these findings and recommendations in final form were received by the Mayor and Common Council of the City of San Bernardino ("Council") and the Community Development Commission of the City of San Bernardino ("Commission"). ' In June 2008, the Commission formally endorsed ULI's study for the Downtown Central Business District. The Commission also recommended that the ULI study be utilized as the base document for further analysts and refinement for the preparation of a planning document for Downtown San Bernardino. In July 2008, a multidisciplinary team of experts from EDAW started the work of preparing the San Bernardino Downtown Core Vision/Action Plan ("Vision/Action Plan") for the City. The preparation of ' the Vision/Action Plan was anticipated to involve rune months of planning work efforts with a number of meetings and tasks to be performed. Since July 2008, EDAW has met and conferred with Agency Staff, gathered and researched relevant data, conducted a project site survey, held stakeholder interviews with ' City and County officials and staff, San Bernardino Chamber of Commerce, the Downtown Business Association and other agencies, as well as other interested individuals and entities. ' In September 2008, EDAW, with the assistance of Agency Staff, held a two day Charrette. During the two day event, more than 60 individuals attended the Charrette to listen and share their concerns and ideas. On November 13, 2008, EDAW, with the assistance of Agency Staff, held a Community Open House ("Open House") to present three alternative strategies for the Action Plan. The Open House provided an opportunity for business and community leaders, area residents, public officials and other ' interested persons to participate in an open forum for discussion of the issues and opportunities associated with the revitalization of the Downtown area. More than 130 individuals attended the Open House to listen and share their concerns and ideas. In 2009, the Agency, along with EDAW, has provided the Redevelopment Committee and the Commission with periodic updates on the development and formulation of the Vision/Action Plan. With the work on the Vision/Action Plan nearing the final stages of completion, the Agency has made ' presentations to the Planning Commission and the Downtown Business Association. The Agency, along with EDAW, provided an update to the Council on April 6, 2009, and recently held a Public Presentation/Open House on Thursday, April 9, 2009. The Public Presentation/Open House allowed for the unveiling of a Preferred Ply a guide for the future revitalization of San Bernardino. The event was well attended with more than 200 individuals listening to a presentation and panel discussion, and viewing graphics, models and computer simulations. It should be noted that during the course of developing the Vision/Action Plan, community input has been positive and promising. ---------------------- --- ---- -------------------- -- ------- ---- ____ PAA$cMaalomm RvComatiuion\CDC 20M6AI-09 EDAW Downtown Crc Vion&Action Plan SR.occ COMMISSION MEETING AGENDA .27 Meeting Date: 06/01/2009 - lJaf, Economic Development Agency Staff Report 1 EDAW Downtown Core Vision/Action Plan Page 2 CURRENT PROPOSAL: The effort of developing the Vision/Action Plan is complete and the Preferred Plan has been identified • This Vision/Action Plan identifies many potential improvements, design concepts and development strategies that comprise a set of goals and a shared vision for revitalization of the Downtown Core area of the City. The Vision/Action Plan provides a clear direction for on-going efforts to utilize available 1 funding and seek private investment in the Downtown area. Involvement of many stakeholders in this planning effort, ineluding the County government the San Manuel Tribe the Downtown Business Association, . the Chamber of Commerce, the school districts and colleges/universities and other 1 community and civic groups has resulted in a plan that is flexible realistic and achievable The attached Executive Summary identifies several feasible "next steps" from the Implementation Plan which does not require a specific sequence of actions. Agency Staff looks forward to working with the Council, City 1 Staff and San Bernardino County Staff regarding the Vision/Action Plan and alternative sites and options that can meet the County's space requirements in downtown San Bernardino. Agency Staff supports the recommended Motion and recommends adoption of the attached Resolutions to guide current and future 1 efforts of the conomic Development Agency and the Development Services Department toward fulfillment of the Vision/Action Plan for the Downtown Core. 1 ENVIRONMENTAL IMPACT: The action of adopting the Vision/Action Plan and directing Agency Staff to proceed with implementation 1 is not a "project" as defined in Section 15378 of the California Environmental Quality Act ("CEQA") wdehnes. 1 FISCAL IMPACT: None. Specific implementation actions, programs, and projects will have their fiscal impacts determined 1 at the time of their consideration. 1 RECOMMENDATION: That the Mayor and Common Council and the Community Development Commission adopt the attached • 1 Motion and Resolutions. 1 Emil A. Marzullo Valerie C. Ross Interim Executive Director Development Services Director 1 ----- - ---- --- -- - ------------------------------------------ -----EETI-------------------------------- P1.1gW�slComm Da Commission\CDC 3009105AI-09 ELAN Downtown Care VUian @Apion elan SR.doc COMMISSION MEETING AGENDA 1 „?? Meeting Date: 06/00n1/2009 A�•...I., rte.., ti..._1--- 9/ I e eI RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY ' 3 OF SAN BERNARDINO CONCURRING WITH THE ACTIONS TAKEN BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF 4 SAN BERNARDINO REGARDING ACCEPTANCE OF THE SAN ' BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN 5 e ' 6 WHEREAS, the City of San Bernardino, California (the "City"), is a municipal corporation 7 and a charter city duly created and existing pursuant to the Constitution and the laws of the State of e 8 California; and 9 10 ULI )WHEREAS, the Urban band Institute " " ( analyzed and prepared a study for the e Downtown San Bernardino Central Business District in June 2007 ("Study"), and thereafter in e it August 2007, the findings and recommendations of the Study were presented to and received by the 12 Community Development Commission of the City of San Bernardino ("Commission"); and ' 13 WHEREAS, on June 16, 2008, the Mayor and Common Council of the City of San 14 Bernardino ("Council") and the Commission formally endorsed the ULI study and directed the 15 Agency to further study its recommendations and engage the services of EDAW, Inc ("EDAW') to 16 e assist in further studying, analyzing, discussions with stakeholders, planning and preparing solutions 17 18 and alternatives, funding objectives and implementation strategies for the downtown core of San e Bernardino; and 19 20 WHEREAS, in July 2008, EDAW commenced the work of preparing the San Bernardino e Downtown Core Vision/Action Plan ("Vision/ActiosPlan") for the City by performing a number 21 e of tasks as directed pursuant to their contract with the Agency; and 22 23 WHEREAS, since July 2008, EDAW has met and conferred with the Staff of the e, 24 Redevelopment Agency of the City of San Bernardino (the "Agency"), gathered and researched 25 relevant data, conducted a project site survey, conducted stakeholder interviews with City and 1 County officials and staff, the San Manuel Tribe, the Downtown Business Association, the San 26 27 Bernardino Chamber of Commerce, the school districts and colleges/universities, and other community and civic groups/agencies, in addition to discussions and meetings with other interested 28 e! individuals; and P:VsyeMasVt lmbnsa=Ltions@OOM 6b 1-09 Dowmm�n�Vision Auion Plan MCC Reso.doc e a9 1 I WHEREAS, in September 2008, EDAW and Agency Staff, held a two day Charrette, where 2 the public participated by sharing their concerns and ideas, and in November 2008, EDAW and 3 Agency Staff, held a Community Open House where three alternative strategies were presented for 4 the Vision/Action Plan to thus provide an opportunity for business and community leaders, area 5 residents, public officials and other interested persons to discuss issues and opportunities facing the ' 6 revitalization of Downtown San Bernardino; and 7 WHEREAS, in April 2009, Agency Staff and EDAW, conducted a Public Presentation and 8 Open House for the public, where a direction for the future revitalization of Downtown San 9 Bernardino, in the form of a Preferred Plan, was unveiled, in addition to the presentation of a panel 10 discussion of urban design and development experts; and 1 ' 11 WHEREAS, the effort of developing and preparing the San Bernardino Downtown Core 12 Vision/Action Plan is complete and the Preferred Plan has been identified, and the Vision/Action ' 13 Plan and the proposed recommendations are available for consideration and adoption. 14 NOW, THEREFORE, IT IS HERBY RESOLVED, DETERMINED AND ORDERED BY ■ 15 THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS 16 FOLLOWS: 17 Section 1. The Council hereby formally endorses and accepts the San Bernardino ' 18 Downtown Core Vision/Action Plan. The Council recognizes that the content and recommendations 19 as to the implementation of the San Bernardino Downtown Core Vision/Action Plan will change 20 over time, and that the San Bernardino Downtown Core Vision/Action Plan shall be viewed as a 21 working document to accommodate and provide direction to future developments within the 22 Downtown Area. 23 Section 2. The Council acknowledges that the Agency Staff has been directed to proceed 24 with the implementation process as identified and(proposedlin the San Bernardino Downtown Core 25 Vision/Action Plan and the Council hereby consents to such directive. The Council hereby ' 26 recognizes that the Staff Report in support of the adoption of this Resolution for the San Bernardino 27 Downtown Core Vision/Action Plan was jointly prepared and submitted by Agency Staff and the 0 28 Director of Development Services. Nothing contained herein shall be deemed to commit or obligate ' P:UgendasVt oMion$Amobtoos @009106-01-09 Downtown Vision Amon Plan MCC 0.eso.doc I the Staff of the Development Services Department and other City Departments to undertake any 2 further work efforts on the San Bernardino Downtown Core Vision/Action Plan without the express ' 3 approval and direction of the City Manager with respect to any such staff commitment. • ' 4 Section 3. This Resolution shall take effect upon its adoption and execution in the 5 manner as required by the City Charter. ' ! 6 7 8 9 ' 10 11 12 13 14 ' 16 17 18 19 20 21 � - 22 23 24 25 26 27 28 P9AgadulRewlutunsV ksoluti0m12009W6-01-09 Downtown Vision Action Plan MCC R.d.. 3 / 1 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO CONCURRING WITH THE ACTIONS TAKEN BY 2 THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF 3 SAN BERNARDINO REGARDING ACCEPTANCE OF THE SAN BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a meeting thereof, 7 held on the day of 2009, by the following vote to wit: 1 8 Council Members: Ayes Nays Abstain Absent 9 ESTRADA _ ' 10 BAXTER ' 11 BRINKER — 12 SHORETT — ' 13 KELLEY — 14 JOHNSON — ' 15 MC CAMMACK — 1 ' 16 17 Rachel G. Clark, City Clerk 18 19 The foregoing Resolution is hereby approved this day of 2009. 1 20 21 1 22 Patrick J. Morris, Mayor City of San Bernardino 23 1, Approved as to Form: 24 i25 By: 26 James F. Penman, City Attorney ' 27 1 28 P1Agendas\RzoktiunsUl olutiomV20 06-0409 Downtown Vision Action Plan MCC Rao.d 1 -42- ' ! 1 RESOLUTION NO. 2 ' RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF 3 THE CITY OF SAN BERNARDINO ACCEPTING THE SAN BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN, AND DIRECTING AGENCY ' 4 STAFF TO PROCEED WITH ACTIONS IDENTIFIED IN THE IMPLEMENTATION SECTION OF THE DOWNTOWN CORE 5 VISION/ACTION PLAN 1 6 7 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency"), is a ' 8 public body, corporate and politic existing under the laws of the State of California, Health and ' 9 Safety Code 33100, and is charged with the mission of redeveloping blighted and underutilized 10 land pursuant to the California Community Redevelopment Law as found in the Health and Safety ' 11 Code Section 33000, et seq.; and 12 WHEREAS, the Urban Land Institute ("ULI") analyzed and prepared a study for the ' 13 Downtown San Bernardino Central Business .District in June 2007 (`Study"), and thereafter in 14 August 2007, the findings and recommendations of the Study were presented to and received by the ' 15 Community Development Commission of the City of San Bernardino (`Commission"); and 16 WHEREAS, on June 16, 2008, the Mayor and Common Council of the City of San 17 Bernardino (`Council') and the Commission formally endorsed the ULI study and directed the ' 18 Agency to further study its recommendations and engage the services of EDAW, Inc. ("EDAW"), to 19 assist in further studying, analyzing, discussions with stakeholders, planning and preparing solutions ' 20 and alternatives, funding objectives and implementation strategies for the downtown core of San 21 Bernardino; and 22 WHEREAS, in July 2008, EDAW commenced the work of preparing the San Bernardino ' 23 Downtown Core Vision/Action Plan ("Vision/Action Plan") for the City by performing a number 24 of tasks as directed pursuant to their contract with the Agency; and ' 25 WHEREAS, since July 2008, EDAW has met and conferred with Agency Staff, gathered 26 and researched relevant data, conducted a project site survey, conducted stakeholder interviews 27 with City and County officials and staff, the San Manuel Tribe, the Downtown Business 28 Association, the San Bernardino Chamber of Commerce, the school districts and ' �� P.UgendasVmolusionsVt olmbmV00 -ol-09 Dowwm Vision Anion Plan CDC Rcso doc I colleges/universities, and other community and civic groups/agencies, in addition to discussions 2 and meetings with other interested individuals; and ' 3 WHEREAS, in September 2008, EDAW and Agency Staff, held a two day Charrette, where ' 4 the public participated by sharing their concerns and ideas, and in November 2008, EDAW and 5 Agency Staff, held a Community Open House where three alternative strategies were presented for 6 the Vision/Action Plan to thus provide an opportunity for business and community leaders, area 7 residents, public officials and other interested persons to discuss issues and opportunities facing the ' 8 revitalization of Downtown San Bernardino; and ' 9 WHEREAS, in April 2009, Agency Staff and EDAW, conducted a Public Presentation and 10 Open House for the public, where a direction for the future revitalization of Downtown San ' 11 Bernardino, in the form of a Preferred Plan, was unveiled, in addition to the presentation of a panel 12 discussion of urban design and development experts; and 13 WHEREAS, the effort of developing and preparing the San Bernardino Downtown Core 14 �ision/Action Plan is complete and the Preferred Plan has been identified and the Vision/Action ' 15 Plan and the proposed recommendations are available for consideration and adoption. 16 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 17 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 18 FOLLOWS: 19 Section 1. The Commission hereby formally endorses and accepts the San Bernardino ' 20 Downtown Core Vision/Action Plan. T e Commission recognizes that the content and ' 21 recommendations as to the implementation of the San Bernardino Downtown Core Vision/Action 22 Plan will change over time, and that the San Bernardino Downtown Core Vision/Action Plan shall ' 23 be viewed as a working document to accommodate and provide direction to future developments 24 within the Downtown Area. 25 Section 2. The Commission hereby directs the Agency Staff to proceed with the 26 implementation process as identified and proposed in the San Bernardino Downtown Core 1, 27 Vision/Action Plan. The Commission hereby recognizes that the Staff Report in support of the 28 adoption of this Resolution for the San Bernardino Downtown Core Vision/Action Plan was jointly ' P Wgendm\RcolutiDm molutions12009\06-0149 Downtown Vision Action Plan CDC Rtso.doc I prepared and submitted by Agency Staff and the Director of Development Services. Nothing 2 contained herein shall be deemed to commit or obligate the Staff of the Development Services ' 3 Department and other City Departments to undertake any further work efforts on the San Bernardino 4 Downtown Core Vision/Action Plan without the express approval and direction of the City Manager • 5 with respect to any such staff commitment. 6 Section 3. This Resolution shall take effect from and after its date of adoption by this 7 Commission. ' 8 9 10 11 12 ' 13 14 15 ' 16 17 18 19 20 21 22 ' L 23 24 25 26 27 28 qq 3� P:UgendzsUtcwlmionsUtuolwiom @009�pg-01-W Dowmown Vizbn Aaion Plan CDC Re A., 1 ' I RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO ACCEPTING THE SAN BERNARDINO 2 DOWNTOWN CORE VISION/ACTION PLAN, AND DIRECTING AGENCY 1' 3 STAFF TO PROCEED WITH ACTIONS IDENTIFIED IN THE IMPLEMENTATION SECTION OF THE DOWNTOWN CORE 4 VISION/ACTION PLAN 1 5 1 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 7 Development Commission of the City of San Bernardino at a meeting 1 8 thereof, held on the day of 2009, by the following vote to wit: 9 Commission Members: Ayes Nays Abstain Absent 10 1 - - - - ESTRADA BAXTER 1 11 — BRINKER 12 — ' SHORETT — 13 KELLEY _ II 14 JOHNSON — 15 MC CAMMACK _ 1 16 — 17 lg Secretary 19 The foregoing Resolution is hereby approved this day of 2009. 20 21 Patrick J. Morris, Chairperson 22 Community Development Commission of the City of San Bernardino 1 23 Approved as to Form: 24 Jj 1 25 By: 16 26 Agency Counsel 1, 27 28 an 4 3ro P:Ugo asaesolusious mlu(ions@00 M-01-09 Dnwnwwn Vision Action Plan CDC Resodoe xs fwys'r §r�r; b� •} t !�'= .. y S��" - �` + f AfF ,efrd S rRu1s Mo ` `CQ{ - fed"p'r8` f6 r x aw gsd'adp; hrv `°h`tf' a ov�rte dal o ojts, y b har #Yb�7r '_� hts`ra das r , ( - ifi �rroos nsportatto -.—cf -`t= � ' •�dEnf3Y s, o g .,..ot. .fio �.8 JeffCeX$Sm�tl) rge an> a €r�,yfa - ! t t roam ; fn;JOnrt`L' hrcorp IeiJe th"-vsj�itfa r�sC.- a�sa)smR s o 4 ,�j� R ' f s Y Direction for San Bernardino Downtown Corgi a �ffan `�C"h R ' ` sionfAction Tien Unveiled `, After months of planning and community input Redevelopment of the Carousel Mall to a£E r at various public meetings, the City of San p .o rr Y create a mix of supporting retail and office ,• aI''�'fra roJ� s{�7 �, Bernardino Economic Development Agency 9 Y use creating a new commercial district (EDA) unveiled the Preferred Plan for that-is pedestrian friendly , revitalization at the Downtown Core &�OK.In�„ w rode a at ed ffie Vision/Action Plan, Public Presentation/Open rtbo o f Pa a')5rs e`to a House on April 9 at City Half Council An education/research and development �r � jh�e�v' c .' Chambers. p campus ' 'passe =Jlfro { ofndo The evening all .b`A s6 s, r{�fedr 'Zi'Op� ' Mayor Pat Morris and EDA Director Emil b session showcased i panel discussion by experts urban-planning and Marzullo, provided opening remarks at development experts who discussed the afternoon and evening essions that brought' r e r benefits and challenges- of the plan: The together more than 200 downtown area panel moderated by John Potts-Executive Rort o ti and rJis�tr�i6 r3o1a'P; residents, businesses and community ; ti -hotf`rp"r,. '�'` stakeholders. Dane�rA.'dNishkawa-'Development included, �Vyl -'f+` 3+- Oliver McMillan; Wayne Ratkovich-President �-- �i e �g�'L'rect,;v�f°1fJ y, Attendee comments were taken into and CEO, The Ratkovich Company; and Jeff ' isRyt 3 e�0 Sta R,gu`E�+2 , . .. consideration in a final preferred strategy Mayer-Principal, Jeff Mayer and Partners, g=unl1 r ft e d o "f�f d� e, which will be presented to the City Council LLC, and current Chair, Orange County eras se,ar)e a� L q" , Among the attendees were Ci "{ R , ,��� ',�, ty Chapter,Urban Land Institute. ! 'o ,." f1, Gtroft" Councilmembers Chas Kelley, Rikke Van u{nefou?r,6�rt�ge V 4 �to-_ , Johnson, and Fred Shorett along ith w eev a c e"tarn S g g The experts overwhelmingly agreed that the ,Sf,+, Y v R rd1t%b 0 theta representatives from Assemblywoman Wilmer time is right to move forward with a plan to r aseso - Amina Carters, Supervisor Neil Derry's and revitalize Downtown. The proposed plan is �en , d n 'r i'gK Congressman Joe Baca's offices. feasible and can realistically take plate as Downtown San Bernardino already has key Vaughan Davies, Director of Urban Design at elements for a successful revitalization i.e. EDAW, provided an overview of how ` parks, natural water resources, government redeveloped and revitalized Models of buildings, supermarkets, etc.); those elements be _or or r fo ah�b o ex Downtown and the Theater District, graphic lust need to be refined and capitalized on for h0- 9 P success. } ,>'gg ,�h - t ' as-! illustrations, and a computer simulated flyover anbae ca aoi rrr r of the new Dontown area also were on display. Highlights of the plan include: The next major milestone for revitalization efforts is to take the San Bernardino n+ d P, Downtown Core Vision / Action Plan for A Civic/Government Center consideration and adoption at the June 1 City pu? S.a$ LevdaSiza[.aF' it n+Bt:[{[�rdmis;pbr fayon3petip 2^ q Theatre District anchored b the Council meeting. If approved,the EDA, along r, 4ta, �ie{+eYportgletpnt,t.t y with the City's Development Services r g96-81$8;o porcorieoBleett$j(tc ,,: historic Califomia Theatre and the new Department, will begin the work toward rcfievezlr�westtigundcommun1.cations:LOm Maya Theater 37 implementing the Vision/Action Plan. I ' ERA PrarY-lotes Vision/Action Plan at Ft�C(�hl 2Q.iQ8 , May 17 through May 20 EDA staff will be attending RECON 2009, the Global Retail Real Estate Convention in Las Vegas, The EDA will be in Las Vegas to promote the Vision/Action Plan,along with garnering interest and support in revitalizing downtown San Bernardino. Approximately,20,000 key retail and real estate deyision makers are expected to attend this year's convention and the EDA will be,pr'pal velymeeting with businesses and organizations to share the vision for Downtown. RECON'2009 is presented by the International Council of Shopping Centers(ICSC),the global trade association of the shopping center industry. s And on June 1, the EDA will be presenting the San Bernardino Downtown Core Vision/Action Plan to the San Bernardino City Council for consideration and adoption. The-Vision/ACtion Plan is a culmination of the work done by the San Bernardino community, EDA and EDAW. ' b Construction Date Set for Omnitrans sbX Line Omnitrans' sbX Bus Rapid Transit (BRT) Project was recently.approved and will-bringa 16- a mile exclusive bus route that stops at 16 of San Bernardino and Loma Linda's biggest attractions'including Cal State, Downtown,-Hospitality Lane and Loma Linda University, to 1 name a few. Construction is expected to-start in June 2010, making its completion in e'_ a ar oy December 2011 -perfect timing to contribute to overall revitalization plans. m n ems' Last month, Omnitrans held a public information meeting at the Feldheym Public Library. Attendees participated in roundtable discussions with project engineers, learning more about the project's purpose and need, community benefits, potential impacts, specific features and is e r Je 'n route information. For more information on the sbX BRT Project,please visit 1 w .estreet-sbx.com. x Presentation and Panel Discussion to be Aired on N-3 If you did not attend the April 9, Public Presentation / Open House, you can view the evening session, presentation and panel discussion on San Bernardino's-Cable TV-Channel 3, starting a o May a - a ave�a r Input Thank You for Your Participation and In p P n e rat On behalf of the City,of San Bernardino, the EDA would like to thank the hundreds of people who have attended the Downtown Core Vision/Action Plan public meetings dating back to - September 2008 and culminating in April 2009. Input from residents,businesses,organizations, developers, and other stakeholders have helped influence and shape a Vision/Action Plan that will be presented to City Council on June 1. b �- As the Vls1ort/Actlpn Plan continues move forward we encourage the public to continue 11 1.,prowdlh g4tf, nd I a as outgdai.t ,14 t lement a p n tIi`at"tus(ePres�i:I�tl've of(hL needs 8fings� . uw�rk �..I!!A4. r e a o d `Ir er�, �u ,)".C,rs"},1'v iL m $ _ b ` ww Yb tl��mU ba s 1 STATE OF CALIFORNIA ) 2 COUNTY OF SAN BERNARDINO ) ' CITY OF SAN BERNARDINO ) 3 ' 4 I, RACHEL G. CLARK, City Clerk in and for the City of San 5 Bernardino DO HEREBY CERTIFY that the foregoing and attached copy of a letter and attachments dated Monday, June 1, 2009, from Warner W. Hodgdon ' 6 to the Mayor, Council and EDA Board, entered into the record on 6/1/09, is a 7 full, true and correct copy of that now on file in the City Clerk's office. ' 8 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Bernardino this 8"' day of June 2009. 9 10 ' 12 Rachel G. Clark, City Clerk ' 13 14 ' 15 ' 16 17 ' 18 19 20 21 22 23 24 25 26 r 27 28 ' CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY ' FROM: Emil A. Marzullo SUBJECT: Accept the San Bernardino Downtown Core Interim Executive Director Vision/Action Plan, and direct Agency Staff to ' Valerie C. Ross proceed with implementation of the Downtown City Development Services Director Core Vision/Action Plan DATE: May 27, 2009 1 -- ire- - - -- -- - ---------- AI ---------------------------------------- -- -- - -----—— --- Synopsis of vious CommissioNCouncil/Committee A, on(s)• On June 5, 2008, Redevelopment Committee Members Estrada,Johnson and Baxter unanimously voted to recommend that the ' Mayor and Common Council and/or the Community Development Commission consider the endorsement of the Urban Land Institute ("ULI") study for the Downtown Central Business District and to recommend the ULI report for further study to EDAW, Inc., for the preparation of a Downtown Core Vision/Action Plan. ' (Synopsis of Previous Commission/CounciI/Committee Actions Continued to Next Page) ------------------------------------------------------------------------------------------------------------------------------------------------------ ------------------------------ Recommended Motion(s): ' Mayor and Common Council Resolution of the Mayor and Common Council of the City of San Bernardino concurring with the actions taken by the Community Development Commission of the City of San Bernardino regarding acceptance of the San Bernardino ' Downtown Core Vision/Action Plan MOTION: That the Mayor and Common Council of the City of San Bernardino designate the following elected officials, Councilmember Estrada, Councilmember Brinker and Mayor Morris, who along with the ' Redevelopment Agency of the City of San Bernardino Staff and City Staff, will meet and work with the San Bernardino County Board representatives regarding the San Bernardino Downtown Core Vision/Action Plan and alternative sites and options that can meet the County's space requirements in downtown San ' Bernardino (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino accepting the San Bernardino Downtown Core Vision/Action Plan, and directing Agency Staff to proceed with actions identified in the Implementation ' Section of the Downtown Core Vision/Action Plan ------'-------`-------------------------------------------------------- ---------------- Contact Person(s): Jeffrey Smith Phone: (909)663-1044 ' Central City North and Central City ProjectArea(s): Redevelopment Project Areas Ward(s): 1s` Supporting Data Attached: 10 Staff Report 0 Resolution(s)O Agreement(s)/Contract(s) 10 Map(s) 0 Letter(s) ' Funding Requirements: Amount: $ -0- Source: N/A Budget Authority: N/A 1 Signature: Signature: ' Emil A. Marzullo,Interim Executive Director Valene C. Ross,Development Services Director ---------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------- omrnissioNCouncil Notes: nT• ------------------------------ -- - -- ------ ' P:M$rnW%COmmMvCo�, issa no.,, n%CDC2 06-�geonw ,o V:;# IONMEETINGAGENDA Chy CleNCDC Swetary Meeting Date: 06/01/2009 ' Ch of Soft Bemadn0 Agenda Item Number: Synopsis of Previous Commission/Council/Committee Action(s) Continued: On June 16, 2008, the Community Development Commission of the City of San Bernardino adopted a resolution approving the endorsement of the Urban Land Institute ("ULI") study for the Downtown Central Business District and recommending the ULI report for further study to EDAW, Inc., for the preparation of a Downtown Core Vision/Action Plan. On November 3, 2008 and January 5, 2009, the Community Development Commission of the City ' of San Bernardino received and filed presentations and received an update on the status of the Downtown Core Vision/Action Plan. ' On March 2, 2009, the Community Development Commission of the City of San Bernardino adopted a resolution approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute Amendment No. 1 to the agreement for professional services by and between the Agency and EDAW, Inc. On March 19, 2009, the Community Development Commission of the City of San Bernardino ' adopted a resolution approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute a Professional Services Agreement by and between the Agency and The Fransen Company, for the preparation of ' a Commercial/Retail Strategy and develop a Marketing Potential Report for the Downtown Core Vision/Action Plan. On April 6, 2009 the Community Development Commission of the City of San Bernardino received and filed a presentation and was updated on the status of the Downtown Core Vision/Action Plan. ' On April 23, 2009, Redevelopment Committee Members Johnson, Baxter and Brinker unanimously voted to recommend that the Mayor and Common Council and the Community Development Commission consider the adoption of the San Bernardino Downtown Core Vision/Action Plan, and ' direct Agency Staff to commence the Implementation Process. 1 -----------------------------------—---------------------------------------—--------------------------------------—---------------—--------------------------------------- rUgcndssCO evCommiuion�DC2009W6-01-o9 EDAW Dow own Cons Vision k Action PisoSR.doc COMMISSION MEETING AGENDA Meeting Date: 06/01/2009 Agenda Item Number: ECONOMIC DEVELOPMENT AGENCY ' STAFF REPORT t ACCEPT THE SAN BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN, AND DIRECT AGENCY STAFF TO PROCEED WITH IMPLEMENTATION OF THE DOWNTOWN CORE VISION/ACTION PLAN BACKGROUND: ' In June 2007, the Urban Land Institute ("ULI") analyzed and prepared a study for the Downtown Central Business District of San Bernardino. The purpose of the ULI's involvement was to study and provide recommendations.and proposals for the City of San Bernardino ("City") to consider, relative to land use, transportation, lifestyle, urban design, commerce and government that would bring physical and economic r vitality back to Downtown San Bernardino (``Downtown"). ULI presented their findings and recommendations on June 29, 2007. In August 2007, these findings and recommendations in final form were received by the Mayor and Common Council of the City of San Bernardino ("Council") and the Community Development Commission of the City of San Bernardino ("Commission"). !' In June 2008, the Commission formally endorsed ULI's study for the Downtown Central Business District. The Commission also recommended that the ULI study be utilized as the base document for further analysis and refinement for the preparation of a planning document for Downtown San Bernardino. In July 2008, a multidisciplinary team of experts from EDAW started the work of preparing the San Bernardino Downtown Core Vision/Action Plan ("Vision/Action Plan') for the City. The preparation of the Vision/Action Plan was anticipated to involve nine months of planning work efforts with a number of meetings and tasks to be performed. Since July 2008, EDAW has met and conferred with Agency Staff, gathered and researched relevant data, conducted a project site survey, held stakeholder interviews with City and County officials and staff, San Bernardino Chamber of Commerce, the Downtown Business 1 Association and other agencies, as well as other interested individuals and entities. In September 2008, EDAW, with the assistance of Agency Staff, held a two day Charrette. During the two day event, more than 60 individuals attended the Charrette to listen and share their concerns and ideas. On November 13, 2008, EDAW, with the assistance of Agency Staff, held a Community Open House ("Open House') to present three alternative strategies for the Action Plan. The Open House ' provided an opportunity for business and community leaders, area residents, public officials and other interested persons to participate in an open forum for discussion of the issues and opportunities associated with the revitalization of the Downtown area. More than 130 individuals attended the Open House to ' listen and share their concerns and ideas. In 2009, the Agency, along with EDAW, has provided the Redevelopment Committee and the Commission with Periodic updates on the development and formulation of the Vision/Action Plan With the work on the Vision/Action Plan nearing the final stages of completion, the Agency has made *, presentations to the Planning Commission and the Downtown Business Association. The Agency, along with EDAW, provided an update to the Council on April 6, 2009, and recently held a Public Presentation/Open House on Thursday, April 9, 2009. The Public Presentation/Open House allowed for the unveiling of a Preferred Plan, a guide for the future revitalization of San Bernardino. The event was ' well attended with more than 200 individuals listening to a presentation and panel discussion, and viewing graphics, models and computer simulations. It should be noted that during the course of developing the Vision/Action Plan, community input has been positive and promising. P:� Sende omm Dev CommsionWD 20090601-09 EDAW Dowma—C=Vwm&Anion Mm SILO COMMISSION MEETING AGENDA Meeting Date: 06/01/2009 Agenda Item Number: tEconomic Development Agency Staff Report EDAWDowntown Core Vision/Action Plan Page 2 1 CURRENT PROPOSAL: tThe effort of developing the Vision/Action Plan is complete and the Preferred Plan has been identified. This Vision/Action Plan identifies many potential improvements, design concepts and development ' strategies that comprise a set of goals and a shared vision for revitalization of the Downtown Core area of the City. The Vision/Action Plan provides a clear direction for on-going efforts to utilize available ding and seek private investment in the Downtown area. Involvement of many stakeholders in this ' planning effort, including the County government, the San Manuel Tribe, the Downtown Business Association,, the Chamber of Commerce, the school districts and colleges/universities, and other community and civic groups has resulted in a plan that is flexible, realistic and achievable. The attached Executive Surninary identifies several feasible "next steps" from the Implementation P does not require a specific sequence of actions. Agency Staff looks forward to working wt e Council, City 110 Staff and San Bernardino County Staff regarding the Vision/Action Plan and alternative sites and options that can meet the County's space requirements in downtown San Bernardino. Agency Staff supports the recommended Motion and recommends adoption of the attached Resolutions to guide current and future efforts of the Economic Development Agency and the Development Services Department toward '! fulfillment of the Vision/Action Plan for the Downtown Core. ENVIRONMENTAL IMPACT: '� The action of adopting the Vision/Action Plan and directing Agency Staff to proceed with implementation is not a "project" as defined in Section 15378 of the California Environmental Quality Act ("CEQA") Guidelines. FISCAL IMPACT: ' None. Specific implementation actions, programs, and projects will have their fiscal impacts determined at the time of their consideration. RECOMMENDATION: i That the Mayor and Common Council and the Community Development Commission adopt the attached Motion and Resolutions. t Emil A. Marzullo Valerie C. Ross ,J Interim Executive Director Development Services Director I PAAgeMwWC Der Comm .WMCDC=9X6 I-Wa WDOVnwwnCO VisionkAnionMnSR.doc COMMISSION MEETING AGENDA J Meeting Date: 06/01/2009 Agenda Item Number: 1 ' 1 STATE OF CALIFORNIA ' 2 COUNTY OF SAN BERNARDINO ) CITY OF SAN BERNARDINO ) 3 4 I, RACHEL G. CLARK, City Clerk in and for the City of San 5 Bernardino DO HEREBY CERTIFY that the foregoing and attached copy of the Economic Development Agency Request for Council/Commission Action 6 and Staff Report for Agenda Item No. R37 for the Council/Commission meeting 7 of 06/01/2009 (Subject: Accept the San Bernardino Downtown Core Vision/Action Plan, and direct Agency Staff to proceed with implementation of 8 the Downtown Core Vision/Action Plan) entered into the record on 6/1/09, is a full, true and correct copy of that now on file in the City Clerk's office. 9 10 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Bernardino this 8' day of June 2009. 11 12 13 Rachel G. Clark, City Clerk 14 15 ' 16 17 ' 18 19 '! 20 L 21 22 ' 23 24 25 26 27 28 I �j CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY �! FROM: Emil A. Marzullo SUBJECT: Accept the San Bernardino Downtown Core Interim Executive Director Vision/Action Plan, and direct Agency Staff to !� Valerie C. Ross proceed with implementation of the Downtown City Development Services Director Core Vision/Action Plan DATE: May 27,2009 Synopsis of Previous Commission/Council/Committee Action(s): On June 5, 2008, Redevelopment Committee Members Estrada,Johnson and Baxter unanimously voted to recommend that the l Mayor and Common Council and/or the Community Development Commission consider the endorsement of the Urban Land Institute ("ULI") study for the Downtown Central Business District and to recommend the ULI report for further study to EDAW, Inc., for the preparation of a Downtown Core Vision/Action Plan. (Synopsis of Previous Commission/Council/Committee Actions Continued to Next Page) ---------------------------------------------- Recommended Motion(s): - Mayor and Common Council Resolution pf the Mayor and Common Council-of the City of San Bernardino concurring with the actions taken by the Community Development Commission of the City of San Bernardino regarding acceptance of the San Bernardino Downtown Core Vision/Action Plan MOTION: That the Mayor and Common Council of the City of San Bernardino designate the following elected officials, Councilmember Estrada, Councilmember Brinker and Mayor Morris, who along with the Redevelopment Agency of the City of San Bernardino Staff and City Staff, will meet and work with the 'f San Bernardino County Board representatives regarding the San Bernardino Downtown Core Vision%Action Plan and alternative sites and options that can meet the County's space requirements in downtown San Bernardi o �. (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino accepting the San Bernardino Downtown Core Vision/Action Plan, and directing Agency Staff to proceed with actions identified in the Implementation Section of the Downtown Core Vision/Action Plan —- - —--- — --- —— - ------ ---— —--- ------- —----- -- - - ---- — - -------- -------- j Contact Person(s): Jeffrey Smith Phone: (909)663-1044 Central City North and Central City Project Area(s): Redevelopment Project Areas Ward(s): 19 Supporting Data Attached: 0 Staff Report 0 Resolution(s) ❑ Agreement(s)/Contract(s) 0 Map(s) ❑ Letter(s) Funding Requirements: Amount: S -0- Source: N/A rj Budget Authority: N/A i Signature: Signature: rail / V• ] � Emil A. Marzu o, xecutive Director — — ----Valerie C. Ross, Development Services Director Commission/Council Notes: — I ------------------------------------------ PMSe "%Comm DtVCommisson�DC]00M1 I-0 EDAWDawmewn CoreVulun&AmlonPhnSRAoo COMMISSION MEETING AGENDA Meeting Date: 06/01/2009 Agenda Item Number: R 3 i- Synopsis of Previous Commission/CounciUCommittee Action(s) Continued: On June 16, 2008, the Community Development Commission of the City of San Bernardino adopted a resolution approving the endorsement of the Urban Land Institute ("ULI") study for the Downtown Central Business District and recommending the ULl report for further study to EDAW- ,' Inc., for the preparation of a Downtown Core Vision/Action Plan. On November 3, 2008 and January 5, 2009, the Community Development Commission of the City of San Bernardino received and filed presentations and received an update on the status of the Downtown Core Vision/Action Plan. On March 2, 2009, the Community Development Commission of the City of San Bernardino adopted a resolution approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute Amendment No. I to the agreement for professional services by and between the Agency and EDAW, Inc. On March 19, 2009, the Community Development Commission of the City of San Bernardino adopted a resolution approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute a Professional Services Agreement by and between the Agency and The Fransen Company, for the preparation of a Commercial/Retail Strategy and develop a Marketing Potential Report for the Downtown Core Vision/Action Plan. ' On April 6, 2009 the Community Development Commission of the City of San Bernardino received and filed a presentation and was updated on the status of the Downtown Core Vision/Action Plan. ' On April 23, 2009, Redevelopment Committee Members Johnson, Baxter and Brinker unanimously voted to recommend that the Mayor and Common Council and the Community Development Commission consider the adoption of the San Bernardino Downtown Core Vision/Action Plan, and ' direct Agency Staff to commence the Implementation Process. 1 1 -P-.U--E-e-n-e-+--f�-C--O-m—m --------------------- -------- ------------- ______ __ ..-___-_______________________—.--.-____.___-._-_____— @vCnmms M ID t-W EDAW N—w.nC.Vuon& wPIU,SR d COMMISSION MEETING AGENDA Meeting Date: 06/01/2009 ,' Agenda Item Number: ECONOMIC DEVELOPMENT AGENCY STAFF REPORT ACCEPT THE SAN BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN, i AND DIRECT AGENCY STAFF TO PROCEED WITH IMPLEMENTATION OF THE DOWNTOWN CORE VISION/ACTION PLAN BACKGROUND: ' In June 2007, the Urban Land Institute ("ULI") analyzed and prepared a study for the Downtown Central Business District of San Bernardino. The purpose of the ULI's involvement was to study and provide recommendations and proposals for the City of San Bernardino ("City") to consider, relative to land use, transportation, lifestyle, urban design, commerce and government that would bring physical and economic vitality back to Downtown San Bernardino ("Downtown"). ULI presented their findings and recommendations on June 29, 2007. In August 2007, these findings and recommendations in final form were received by the Mayor and Common Council of the City of San Bernardino ("Council") and the Community Development Commission of the City of San Bernardino ("Commission"). ' In June 2008, the Commission formally endorsed ULI's study for the Downtown Central Business District. The Commission also recommended that the ULI study be utilized as the base document for further analysis and refinement for the preparation of a planning document for Downtown San Bernardino. In July 2008; a multidisciplinary team of experts from EDAW started the work of preparing the San Bernardino Downtown Core Vision/Action Plan ("Vision/Action Plan") for the City. The preparation of the Vision/Action Plan was anticipated to involve nine months of planning work efforts with a number of ' meetings and tasks to be performed. Since July 2008, EDAW has met and conferred with Agency Staff, gathered and researched relevant data, conducted a project site survey, held stakeholder interviews with City and County officials and staff, San Bernardino Chamber of Commerce, the Downtown Business ' Association and other agencies, as well as other interested individuals and entities. In September 2008, EDAW, with the assistance of Agency Staff, held a two day Charrette. During the two day event, more than 60 individuals attended the Charrette to listen and share their concerns and ideas. On November 13, 2008, EDAW, with the assistance of Agency Staff, held a Community Open House ("Open House") to present three alternative strategies for the Action Plan. The Open House ' provided an opportunity for business and community leaders, area residents, public officials and other interested persons to participate in an open forum for discussion of the issues and opportunities associated with the revitalization of the Downtown area. More than 130 individuals attended the Open House to listen and share their concerns and ideas. In 2009, the Agency, along with EDAW, has provided the Redevelopment Committee and the ' Commission with periodic updates on the development and formulation of the Vision/Action Plan. With the work on the Vision/Action Plan nearing the final stages of completion, the Agency has made presentations to the Planning Commission and the Downtown Business Association. The Agency, along ' with EDAW, provided an update to the Council on April 6, 2009, and recently held a Public Presentatior/Open House on Thursday, April 9, 2009. The Public Presentation/Open House allowed for the unveiling of a Preferred Plan, a guide for the future revitalization of San Bernardino. The event was ' well attended with more than 200 individuals listening to a presentation and panel discussion, and viewing graphics, models and computer simulations. It should be noted that during the course of developing the Vision/Action Plan, community input has been positive and promising. ---------------------------------------------------------------- PMgeMrslC Pmm Dev CnmmiaiodCDC 3009106-0L09 EDAW DpwMOWO Core VUUn @Aaiun Pbn sP.enc COMMISSION MEETING AGENDA Meeting Date: 06/01/2009 Agenda Item Number: aEconomic Development Agency Staff Report EDAW Downtown Core Vision/Action Plan Page 2 CURRENT PROPOSAL: The effort of developing the Vision/Action Plan is complete and the Preferred Plan has been identified. This Vision/Action Plan identifies many potential improvements, design concepts and development strategies that comprise a set of goals and a shared vision for revitalization of the Downtown Core area of the City. The Vision/Action Plan provides a clear direction for on-going efforts to utilize available funding and seek private investment in the Downtown area. Involvement of many stakeholders in this planning effort, including the County government, the San Manuel Tribe, the Downtown Business w Association, the Chamber of Commerce, the school districts and colleges/universities, and other eA community and civic groups has resulted in a plan that is flexible, realistic and achievable. The attached Executive Summary identifies several feasible "next steps" from the Implementation Plan, which does not require a specific sequence of actions. Agency Staff looks forward to working with the Council, City Staff and San Bernardino County Staff regarding the Vision/Action Plan and alternative sites and options that can meet the County's space requirements in downtown San Bernardino. Agency Staff supports the recommended Motion and recommends adoption of the attached Resolutions to guide current and future efforts of the Economic Development Agency and the Development Services Department toward ' fulfillment of the Vision/Action Plan for the Downtown Core. ENVIRONMENTAL IMPACT: ' The action of adopting the Vision/Action Plan and directing Agency Staff to proceed with implementation is not a "project" as defined in Section 15378 of the California Environmental Quality Act ("CEQA") ' Guidelines. FISCAL IMPACT: None. Specific implementation actions, programs, and projects will have their fiscal impacts determined at the time of their consideration. ' RECOMMENDATION: ' That the Mayor and Common Council and the Community Development Commission adopt the attached Motion and Resolutions. c {� Gr Emil A. Marzullo Valerie C. Ross j Interim Executive Director Development Services Director ----------------------------------------------------------------------------------------------- ------------ -------------------- ------------------ ' evy.m.,�mmDe.comma.ior\CDC10n9 "I-0 EDAwDowmowa Core vaiun&A<rionPlm.snmr COMMISSION MEETING AGENDA Meeting Date: 06/01/2009 ' Agenda Item Number: Z a a Z O Lf L 1 a v f � L W Y `tuh- 0 1 � W `• `q\ N \ 4 . l ter •; ll �' ,�' I \ !! \\ ! \ l\}\ / 2§) Em _ < y EA } ) ) )7! 14 72 E m le o 2 �{ j - - \ \ _ \.2 . _ � �� ■ E E Z ° ^ ° E a ^ T ;i € N c i QVSnE T` HCSOU„ 6JN ° OV yO rtC yu^u� jLJVjd N `y~ O V - O m '•: - g m n L w y O -O = V ^ n C p -O l] " � Ey w � enyaoc ° n°c A '� lof nnuc u 30— 'o $ ,c. �n 6z.SL On ..'Eo6o� n cL y °nt YS C -YS4 C ^ y °YY � V T O 1C V j n`u g n t c a u U u E can d n g v — V n A v o - r u 3 9 n ELY. o`o w r es t q T_ p ° o c°° E = 3 ; Y `N om yOV-004NC6V CU pE m2n � ).M HOC L- CCO„ �O � Y.` n 0. G8E = 3Eo �c cu vn mn > v— ctE O S O EL. C ,V ^ p C L & O u 5 ° °.o ° n M £ E in A „= c 3 �°n ? n ¢ E m B s° o ° i c i n ° OwLn ° Ll O - d N - L O V V o n O N a '� L C E n N L 0 L1 0 � A 20 o -ELY. E S. 1 ny 13 > g r3 c .E c V V O` C pS A 3 y p i Eo Y Y .� V L _ 9 S m d a C •i L Z C V L O O y - y [ uE Env 'o CJ ^ _ .031 < � p yL- C p � ; j C i VV 6uE « cM �nn T • Gn �i $ mo ° ` O S C m O c d « N v= C m «O o 3 'c o ry U 3 n R N F I O C > a C m O N ” U O A 1 � V s Y � U C v Q W v W c E w m w u c E c N 3 ” s � °'0 Z $ u o u c - o E c c °v m °n > v «a E g n c N f in 0 3 n `c o. 'c s N >3 e°c v mm "> mm m 3 0° .° n a W .Ln pip v (V J v °J p v Z on Q O v E s > Ln N o �' `' 3 v s ° v N c vwi � c ' o N LL � `T � o 'y w E w F�- v w ~ `� v a _ 0 t1 v F- c0 Z F- LJJ ` > N � �° Q N .> (A m r W F- a v �n O c m Q gI D w U N ca w } 3 v c ' F to Q w v - ° � w U `6 . u bn{- +T U F- w o 4i o3 co U Q v_ U Z iS N O v -0 p z `n E fS m O W L 61 c N W Q W c {-- T .N ° o " cc) a >- G Y LL' < �- > Z c < Z W lil �- O r r� f- [n aJ ¢ L:J Z F- o- I- c �- J r s co d: ¢ vl v cy F. Z 3 0 aJ d LL Q v v v w ¢ W > W O 17 v Y w , ° v N V H o v E � c E � > � NZ ' E o o O ¢ J 3 Q a ¢ 0 ca. CL L Q) aJ _ 'i c aJ CL —._ c C O O H Lu 0 w Z N a W w +`� O t i t1 c Q O S O N LL O ! a 3 n ; _ � an a 0 Ln ' m W v Q j v N Q W „`4 3 V) u > v p U- v 0 v o z U w Z s Q `° F Z i?-! c C N v OvZ ? 3 ) YZ 2U r 30 ¢ N ¢ J O v O Q C V ¢ `-' t J ° N W = W C 3 J O O c W J aZ U 03 v N U Z 30 F- 0 = -M m Z `� J 0 v N 'O ° Z ,.' v � aJ 3 J Z O U v Z F tun w ¢ w _ M 3 ~ LLI c N O N Z C) ¢ u -c O D ' 0- 9 _ O N Z W 2 H O c W `2 J O Q N (J v J In N O W ° 0- s0 s o W W W h• i o c a > Q v Z N ¢ v J J V c0 v0 W O> V = ? Q cU0 = W o ta o ¢ _ tzU2 3v � f �/ I NV3:)ON3aN1 f •;. -w:. - Y...�:� . •jet r— � . •iii �S�Str }I - :�r �t,��. `�; Qt 1 J;V03AIII;3s •� r 4t•: - : �- - l 1.7 1"t Pf ',..,` ,. - � : i-, -. .S (—. .I d.. Fw• r 'Ln. OAS r .! to ter'-t� ' 4 tla8315L_!P' VUH31S q 21 � M31A 'N1W . M31A 'NIW ALI a V3HAAO88tl :'' - aV3HAAOHHV JIFFIN ! . 1 p r 3. Ira a ■ :- f, j tea. i o „ : S Y r r Ida ` , o Ai`• � 1 Y� I~ � q"�l } Cdr •� ►�� �� � � ' H a i r Sty ra a 9.�•k l8!L Z� ' ' o s z 1 �� 4'r _ � - • '. wee Mw kn. m t E _ it {54$ 1 1 E V V V V O A W Mf] f- ' a n c m E u ^ U E m m= � JC ..a. o v $ ; c c p LLJ uu .. n L .L. O 4 n ] r LA. ol m . 1 1 • 00 a L 9 p o ' o � m n u o o o anv ^+ no nYL Eav on.�.n c > m r V q �V y V ^ m a C V V ^ J VI V V ] C L V C ° 3 g o A 00 00 m n a O O n m O n rE V O O V d OL. C m m C ._ ° ter E ° ,_ �° c ?MME .. y .5 6� N U as Y o 4 EL n .0 V ' N Y C C 4 ° 6 V § 4 - ] O �_D E E °c � �L. r r � p u 9 m'Y 2` A AL c � E C[ u RRy u L_ O A-T. n C ° n C [ p Y O 4 00 ° n o > o n ^ � �i p 1 , s, � c 1 r a r t � C',, d, a. CT 7 c .;, •" 4' m W. i y G C. V. C:' 1 N y Y C - 1_I y T OL `W Y O Y Y ` w y _ a > Y c ¢r off > y > v a 0 n ZO im 4 � '.. L n • a 4 • r h w cQ T � C I Fe 1 N l : Er(� �{ ' ' w 8 T4 _ _ > uj a1 a F f r .4,' X � w r A � I LL W1 CL W i .Jts�aMit'L J� 3 .t.,r 4 1 Q f 3 � ' l > LLA __ L F- >_��I I X H C9 ti L y 9 V V y L 4 S O L m �d 1 E m is y n a a d v m v El E O V O O 6 6 L O O V y n y V 3O J -E j L-E p i v C °O °c �y m O N t 3=a E E - w O O q O 5y0 E „V u 3 0 E c v a r c E S a> m p c c N t u 3 ry v o y n o ° n n '"vrim ° voNy9 Es n : c r 9 V Z E E ' d 3 _u n o°c + c £ Z J v n c ° ; E ` °D 3 o 0 3 a o f :r - c $ o Zv 0 gwc 3c E°av o° v u > ud _3 - o 'o ° c Av° a pa ; l°I C J O O V q V E ° L 6 V O u voE vt2ncg� o,°r°.am 0 „ : - o °`o E -' V oa qoE n vJOL' r Dv � Y^ = oc t° von Ec ° c ' A ° n °° ° „ 7 E °v v V E V'� 3 � " c° an d °r v E y E t c.r o m m t i v�„ c y 'nnJ � i n< o .E o me o c : E.` � mEF-30nns ? ; v c r s E n y L y Y _ Z S C _ V V N O F S 4l IF c'y a J E c o f o° Ye _rdo _o 'cF mti= n>2 0 o c N U o f v a g n v n u wt -!o2 _ K °i �►`; � I sti � r .:. 1 4 � li•' N � 1 � D Lai l 'Q_ sag.* .. P� - lit wAL F �� �assi: �•r. ":'<• ate!--�-=�w�����1i ! Q.R I : V1 r t - b �h.•Y �� � � tlf i � _•� i P a- T�� t. 7pY 14 �{ c CIL f ' c E C. N u u m n O L om C 4 H Y , ' nnac cE gnv nye E 4 N OC t n n 2 n y 4 a�1 Rv p O g u 0 C C . n ° w `v u " _�• f n L C n "V l• O E V 4 O • H V ^ d v V m L rLV O ^ V (' n m " y o n o N E c- J c ^; � E f T m 2 mV° EE q W y O W O O n.L j Es qm no m °, u ^ N nv q ;tj §: v V r Y E n N c 3 c u s V C ' v0 Y W O ° L O G Y S. 2 Q N O o7 4 n V vn` 3 rs° N r c s o O V y L ° Y Yr v w n 0 U c n o c n o uLY• -D E c E c -. Vn a. o V O N n c n J O SY o E E o e R9 J ^ W V v u 4] S 9 V n V — T N 0S WE ' E J E ^ ` .V E Y V•O c C i V Y V N nt V mL d ] V 2 a E V A n Y � p � C V Y Y O > C 3 [ S m n V a C C = " L C J m C y N O 6 J L > 6 Ti E n 5 V p •1 n m 0 � O pE q n n u m^� o o a � u 3: O i O ^ 12� n.CnmmaJCVV 62 VVYm0wO n n .mom a ° if V c E u E 2 N uYro o _ ycEo my nn LCc ^vc v ' Y u W C n .0 M .-n ` ^ n V C O O 2 m V O L 4 o ° ^ ; 4V T T ° C y S J Y O J -2_ V L nt E , ^ ° an d '�u n S a a u v c y T Y ^ E C q V mC _^ Y o E " c Fc E - E ,u u E E q ° c q uivC = ' ;tn < 3,tnw ELC n9 v � ua o'^ � �t .0 W E v M n nr nmc . on °c�?` s ° A " : �`. s m W V n ^ m ° c oN� n Q y �E : ° E nCn �o12 ° :' � O c r O o c L c L °z u v y^ 9 n L._ S o c w H Hamm z n � �— .T .^.v m� n �E E _ 'E = o�a Nu LL J :H u O O ° C 0 OM ZO E_n � '" ° cam § - 8 r v s $ M E 0> c c- � s° � E c v v 7 ,^, E M ° g °„ 25 u u !' o o3 'c° " S ° n c = V) a u E c- E 25 :� ° r A „ E m is n zi W Z 8L Vf V n ° C a 9`VV O 8Y IJ9 p O C y y 4 OL y L ry -E E O F n O n ^ O.n m 0 C u C E C o.$ > ? ^w N o $ A n $ v v A m U o r c S ? i ; ° S u • u g r ry > :L ^ L ° N c W L$ A ,c. m °p ° E L• ° c c °u „.°. o S p >s k v8 �i � aV Ev _ riS �y Rio° EErnu 'aim W Q ' S E o a � o> O ° E r i$ O W E o \ ^ c ^ ^ o r L V n n C C V r " ` .. C ` V c „� E u • ° c m N o a p N p _ N m n L a ` O _ O L L L V Q C r C pp W V 4 m 0 C Y C2 m d O N m q On L n n Ln t` "_ [ mi n p C L V V C R Y O O �G n L V y V= C y v s �. e < c C B .V 0 4 N E a O ; Y N E ° p v oO C n E n o 9_pp O c;p r f vo y o Li V E u o C V w „ o °. Fc g o a n o `o E n E v t; U - ?c q `o r$m c L O of u N a A m r•i pP ] y ;y H O V O Y �^ V y 1 nnv � 00 o ou -tea c n S u p m °N Y n ° r. 4 0 °v v E �a c `c m o n m c � E i E') o o > a M - E y c ^ V p o +/ L OE L n c -•i y d v E u c u > L n 6 f V O M o .L.G u q N Y m E O :ri n q L E i n n D n m�n E ° i o E c E o °e u2 E V u 1 q > S n 3 V ^ ` C Y p V_p p 3 o n -c u 'v L ^ E c °u N v y `n c u E 9 0 0 0 .c, u m n L n E_ c n S ° O „ n n 3 u v _ � S Z 3 m N°s`u, `a o ° p .• E $ O E=Y 9 v v G o E N .. o r E p y n y o V L O ptl � n n '�< E'2 0 *6 'u OJY Y i E e'`v o u o . E ..°.1 o v 4 s / • '� 1 e, o 1 � ' I o E r v £ n 3 n C V f 0 s 3 _E Z = E ° 'T V V V � .• O n ° Y o n c n F. � N c E y N _ O = 3 a o f w n E w o Z u n a u E t ° V O c y c u C dED 0 E ._ E_ E .s n n E N o c 0 E 4 6 ` '" > c 5 E f ,`. H C L 4 0 _N T Y V E F p N L V I o a m E G N p . Z Lr� n ov m o m E 'n o u q W 01 c c n F °° •• 3 E. ^ n .. E E o E 4 _> V '" �^y Z V YLQ CV4 vhJ 1Vt VVQ �Vq N r p V E O n r � - ° U o �eN _ t m . ° E A E V • u a n v c m r c Z u E c i `n i q f$ o Y q v >. a u o m W 4 6 Z v u n u o _ g _ y E u i vv m W p� Ao 3 c ^ N ` g K W u o o m E 0 U ''. o-wn ?.p 0- Z ._ ., F LL a m 0 ^ y x S c O O y 7 G •, l y O N F IJA + L U Y W u ° E _o}' >_ Y 1 V cl'l6 Ir vv c Fv L~6 5 u a Q C Y 9 n � E u E � E a 3 E y. �`. _ E u @ y P En 1 dfa } C✓j 'Y" c v F m ry ` c S• :� r �� a w c w � _ '•� v v �q A m s L 72 - v y -02 Z E' yg ia ti o° g° s x o w 'Li O a co ^ O V 6 V 88 Y !• y � roO ° Z °- c o n rL. u a ,•° eo ^ �� ^I Y o a V.'" mL J 9 Y m L• N a C J L 'L" OO Y V� = E a O O ry C � f: l C o ? '� ° =V 3 o_ to v iL^ x a� =o .- v ° c 4 f ° E °v °. o J 0 m c _, a 3 3 s Y v o n r L^s i m E r i n E q In s ~ N Y a V c mn - u r m° E L m ti s bE „ E � mAY � ° c$ ,. cv rLa^ v. �L E9 Ln s° D 3 0` E c L ” m0.Y ° v r- m C C n V C 9 0 > T •Vp ` V a E f p�j` V„ l V„ V V S- m L j• E L ^ U n m p ^ V c °c V J m L i o n eL0` V WO O :. ,. n C V V O V V V - A V O n n _ O a ` O y V O „ -0- c ^ En= n ^ ° E ^ v n` n L", c n v Y n -v n= y`o ° n V o o C Y �.� n m A r Y 1 H C V n Q Y O Y N y C ;? C : 3 • n_ O L Y OM q V •L.. O V t .. ccY t` o L' o `Yd � m �" to � g' q Ecs yn 3- .�•� Inn vu n u x Z= C L y n t 1 aria ERi . 1 e 6 rip! SEEMS eFol 1 r ft _ u - - rT = . . I uid nuu'eiw 1 try, emr ' `r �w f i e f E .• F r ►� r I � Ilid lid -G. > m o dic, .. _ r a FtG�_s 1 r r r o W 0000000* LL aw 1 ` . . �. ~ 3{} It # a � \) E ifi 2 ! i7; ' \ }} \ {\}} § \\ � \ wi 2 - : - : - - L x {\ )� \$!) - . \ !) }) ) \ } \ , . } , «LL _ \{ k)! {$ �\} . R } . \ � [) {) \} ) §{\ e \}\) _ - _ E - \/ § _- tk : { § ± !k}ƒ . m § R , \ - - \ r � § ! � 5O 7 { |-&—o \ 2 , { , , . _ . § ) \ \\ \ � / ( _ § § § \ , 3 5c: { \} ) ( ! § ]§X - j7 . : a . / » u < � a Y '< ^c e-ye _ v E n n c n o° c a E a u < o E L o° E E n E L T V > 9 O 4 6 u O V E V i+ C E E ^... y � c - = i. u $E n = _ C L Z O q q- z m W E u y a i o c < �y` Z Ln ° E u ` 'o H E.s -0 o E v` ..�°. a` `? U i U o ' ° Z W •o u u 1 6 c y °a °n a ? m 0 V c ° 'c [ r 'c su E ^ n q v o ^ 9 c m n c =2 r c - m c $ Y E F < .. E ea N a g y y9 c 3 E t E 11 E LL u V iyn UO my m E o m 2 w 0 a y£ L � nNm ; TqE� a Wiz ; e 6 y O 06 O 6 V O 0 N N K H C a O C O V� _ O• � V L O TT L n a uC^ n Y a3VCA ;Y V� qC y C E r A• U Z k WW in cc`u E o V°qj a u c O�J O c AlV J p u C c q C �° O c F< o;J Y q n c V g C 00>e -2"E a r mu O a c y c r c c>E O 2 cr m c` " E ° i - E �3^ E i 2V N V`!W N 4 ; ' tE U E U a N u i 66 0 J E - W o c i� o c E Y. c 'c Z ` " v -E a;° E o 3 u E W •• n c n c ` 2 l V Op_ - O p 2 € E,o ti v inn D n` 6 S w _ Zucu ^ 'a VI w E y c N g� e c u �` °J` A m in a` LL S' } c c c b C WE Zi cc c Z i o U c W = > E o n °c E ^_ E u c ° o n 3 i a c ° u ° m v o W 3 u _F ] ]. q c cY y° F- ° u M a o S E `c n 3 v° ' p C -a N r ° ] yEuu= r ant ..1 °n5 U v n p c 2=!r E ^ V c u v ° Z mn� �] ° UW Z ` � Fnm z , OYp °Y O n o as : t ^ c S c v r o M L L ] a c3O n ° m'3 o n�`n£ n ° G r n n r$ n E H ° N $a v° I I ' t MI SIP l a '• - ' . - 1 11-3 Fill f�YE� I i Y .5 c q t a n ] 1n �i L '• .V q n � V CC m c fit. oa =a n c v c m lot v c c E f y 3 n . m 2 O o O W O V C F? _c q m V O � m O u p C 'tj L M ° p U V o E c= °c_ i = 5 'n t J Wit. V T a m E'.°`- 'c v v o c V _ ] Y ] V p E ° 0 0 a H Y L .y n o o O u . ^ E '^ ] o rii p v m vpi '> �u w o L T ¢ Zw E ° Z IE c g V ° n Z' ° ° n 7 W tiSo°< ntin UN r� 0-ELo 1 r1 p ' O Y! ti n� �/. • W ' Z b ��F • � 7 m `y J a C p0 ' _ .�� z 4U LLn •n W Z � O a ry p u N � w 3 u � I 0 0 v=i Z i Q 0 ;as �Q d m C ° th m ^y W m -_°„fie c '” E>.c v S ; f- no �tln-C ,3, c- Ua Eve JZ �C 4C O C4V °� ,n '. b Nl S ° ° ^ � G... Vn ^ 0 y 4 D ° $ cyo H Lu E g V o n K � j 0 c.t^` c E n v 3 c v W W f' £ ma E)cZ on „°, n $ °t nom au �nzc Q m � P 4 z E °r : r `o e ti E n 0 3 _ c e u c m c o co Z E g E V u q °c a W W C ° 3 Q Fic.cs camq N ua E_ ,t � o cEc ? �( 0 0 r , Ev Z oar ° v' uL Q nbc° ; "off.. o � V3q.� W uu arena � nn3n '- c Gv E „ �1 v_ E =rev iM f � w^f ' t 4 r H f" L As 7 L R RW `{ vo 0 m O N c c _ ar A 3 E c ° o c __ ., m d c L 0 C C , b N -f O co O V to W d '"o r � ' a o, c 'c ° 3 FE A c E ^ 3 c E � A c D o u eor ° c > ; one uVi r' L c o f c E to� N V W 3 � � 1-5 r0-C C A c c° M. A cc' r , � 4 [ h t y IIIIIIII�IIrjlill � i e . N K ys W t V y rLL Rr y,Y: 0 W m zo L W N o� A moU� cWo O uE '^ uOx � p CO V Y'SIW� k. .. V Z z e 7 tni < LL V p Q Z <C J C W a Y V WS>a �-C�a W Z o z O ao W Z z n Z u� v � Yib K� Nd N o� �.c W.Ea mEa z'pEpa pE �Ea � E `u + OLL s� rW 'EE `Eu m':Eu z � q' iEE fEE V oI Vs qVf �D� N f d. �S.>�� >�Z T I !^ paC OJ C{OJ pyCpU O C�OJ yN'Q W pC QV �V 6V ODU U VV ,tl 6'VV G3 GaY Irc,.a.. � , • 4 3t 7 r { s } , �E.4 : r I low -fin 40 t t f. s it -, z e ` �;_�:� i.: r" � .: y �':y [[,� � f " � �1 Pia�h j S ��` �gp .� n ; ,+ � � � rD� 1 }'¢�n� y �� i k '�' iL ) .. �h'i W .F xaC A�. .iG' �u�si � '�ly(�. Y��J. � ������ y , * i a �P r �' v �'yy, _.. e- y' j�� t - ITT.. �,� � f}� �- } ' �y. '�' e r � * y i r � t �,o�a �A � � {. ?��` �y *L 4 J y 1. � ::;.`; -: Y ��, 4 �. E 4� AE G � �tl 's a ' 1 RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO CONCURRING WITH THE ACTIONS TAKEN BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF 4 SAN BERNARDINO REGARDING ACCEPTANCE OF THE SAN 5 BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN 6 WHEREAS, the City of San Bernardino, California (the "City"), is a municipal corporation 7 and a charter city duly created and existing pursuant to the Constitution and the laws of the State of 8 California; and 9 WHEREAS, the Urban Land Institute ("ULI") analyzed and prepared a study for the 10 Downtown San Bernardino Central Business District in June 2007 ("Study"), and thereafter in ' 11 August 2007, the findings and recommendations of the Study were presented to and received by the 12 Community Development Commission of the City of San Bernardino ("Commission"); and ' 13 WHEREAS, on June 16, 2008, the Mayor and Common Council of the City of San 14 Bernardino ("Council") and the Commission formally endorsed the ULI study and directed the 15 Agency to further study its recommendations and engage the services of EDAW, Inc. ("EDAW"), to 16 ' assist in further studying, analyzing, discussions with stakeholders, planning and preparing solutions 17 and alternatives, funding objectives and implementation strategies for the downtown core of San ' 18 Bernardino; and 19 WHEREAS, in July 2008, EDAW commenced the work of preparing the San Bernardino ZO Downtown Core Vision/Action Plan ("Vision/Action Plan") for the City by performing a number 21 ' of tasks as directed pursuant to their contract with the Agency; and 22 WHEREAS, since July 2008, EDAW has met and conferred with the Staff of the ' 23 Redevelopment Agency of the City of San Bernardino (the "Agency"), gathered and researched 24 25 relevant data, conducted a project site survey, conducted stakeholder interviews with City and ' County officials and staff, the San Manuel Tribe, the Downtown Business Association, the San 26 Bernardino Chamber of Commerce, the school districts and colleges/universities, and other ' 27 community and civic groups/agencies, in addition to discussions and meetings with other interested 28 ' individuals; and 1 P:U¢eMuVtesolmuniJlesalmious @U09\Ob-OL09 Dowm9wn V.sw,Aann PI..MCC Rew pc I WHEREAS, in September 2008, EDAW and Agency Staff, held a two day Charrette, where 2 the public participated by sharing their concerns and ideas, and in November 2008, EDAW and 3 Agency Staff, held a Community Open House where three alternative strategies were presented for 4 the Vision/Action Plan to thus provide an opportunity for business and community leaders, area ' S residents, public officials and other interested persons to discuss issues and opportunities facing the ' 6 revitalization of Downtown San Bernardino; and 7 WHEREAS, in April 2009, Agency Staff and EDAW, conducted a Public Presentation and 8 Open House for the public, where a direction for the future revitalization of Downtown San 9 Bernardino, in the form of a Preferred Plan, was unveiled, in addition to the presentation of a panel 10 discussion of urban design and development experts: and 11 WHEREAS, the effort of developing and preparing the San Bernardino Downtown Core 12 Vision/Action Plan is complete and the Preferred Plan has been identified, and the Vision/Action ' 13 Plan and the proposed recommendations are available for consideration and adoption. 14 NOW, THEREFORE, IT IS HE RESOLVED, DETERMINED AND ORDERED BY 15 THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS 16 FOLLOWS: ' 17 Section 1. The Council hereby formally endorses and accepts the San Bernardino ' 18 Downtown Core Vision/Action Plan. The Council recognizes that the content and recommendations 19 as to the implementation of the San Bernardino Downtown Core Vision/Action Plan will change 20 over time, and that the San Bernardino Downtown Core Vision/Action Plan shall be viewed as a 21 working document to accommodate and provide direction to future developments within the 22 Downtown Area. 23 Section 2. The Council acknowledges that the Agency Staff has been directed to proceed 24 with the implementation process as identified and proposed in the San Bernardino Downtown Core 25 Vision/Action Plan and the Council hereby consents to such directive. The Council hereby ' 26 recognizes that the Staff Report in support of the adoption of this Resolution for the San Bernardino ' 27 Downtown Core Vision/Action Plan was jointly prepared and submitted by Agency Staff and the 28 Director of Development Services. Nothing contained herein shall be deemed to commit or obligate ' PMyrndazWemlNionsVlezolmgnzQOWWb.01-OV pownmwn Vizion Aaiun Plan MCC Reso doc I I the Staff of the Development Services Department and other City Departments to undertake any 2 further work efforts on the San Bernardino Downtown Core Vision/Action Plan without the express t ' 3 approval and direction of the City Manager with respect to any such staff commitment. 4 Section 3. This Resolution shall take effect upon its adoption and execution in the ' 5 manner as required by the City Charter. 6 7 8 9 ' 10 11 ' 12 ' 13 14 ' 15 16 ' 17 /// 19 20 21 22 23 ' 24 ' 25 26 ' 27 28 /lr ' c P:U5eMasUtaalmionsNesobiions0004s06-0I-W O —W.Vision Action Pbn MCC R,. I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO CONCURRING WITH THE ACTIONS TAKEN BY 2 THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF 3 SAN BERNARDINO REGARDING ACCEPTANCE OF THE SAN ' BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN 4 ' 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a meeting thereof, i7 held on the day of , 2009, by the following vote to wit: 8 Council Members: Ayes Nays Abstain Absent 9 ESTRADA ' 10 BAXTER 11 BRINKER _ 12 SHORETT 13 KELLEY 14 JOHNSON 15 MC CAMMACK _ 16 — '' 17 Rachel G. Clark, City Clerk 18 19 The foregoing Resolution is hereby approved this day of . 2009. 20 21 22 Patrick J. Morris, Mayor City of San Bernardino 23 ' Approved as to Form: 24 25 1 By. , 26 a es F. Penman, City Attorney 27 28 P UV_enMsAmlulanzVRmlmonsVWWS oI-0q NICC 1 I RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF ' 3 THE CITY OF SAN BERNARDINO ACCEPTING THE SAN BERNARDINO DOWNTOWN CORE VISION/ACTION PLAN, AND DIRECTING AGENCY 4 STAFF TO PROCEED WITH ACTIONS IDENTIFIED IN THE ' IMPLEMENTATION SECTION OF THE DOWNTOWN CORE 5 VISION/ACTION PLAN 6 7 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency"). is a 8 public body, corporate and politic existing under the laws of the State of California, Health and 9 Safety Code 33100, and is charged with the mission of redeveloping blighted and underutilized 10 land pursuant to the California Community Redevelopment Law as found in the Health and Safety 11 Code Section 33000, et seq.; and 12 WHEREAS, the Urban Land Institute ("ULI") analyzed and prepared a study for the 13 Downtown San Bernardino Central Business District in June 2007 ("Study"), and thereafter in 14 August 2007, the findings and recommendations of the Study were presented to and received by the ' 15 Community Development Commission of the City of San Bernardino ("Commission"); and 16 WHEREAS, on June 16, 2008, the Mayor and Common Council of the City of San ' 17 Bernardino ("Council") and the Commission formally endorsed the ULI study and directed the 18 Agency to further study its recommendations and engage the services of EDAW, Inc. ("EDAW"), to ' 19 assist in further studying, analyzing, discussions with stakeholders, planning and preparing solutions ' 20 and alternatives, funding objectives and implementation strategies for the downtown core of San 21 Bernardino; and 22 WHEREAS, in July 2008, EDAW commenced the work of preparing the San Bernardino 23 Downtown Core Vision/Action Plan ("Vision/Action Plan") for the City by performing a number 24 of tasks as directed pursuant to their contract with the Agency; and 25 WHEREAS, since July 2008, EDAW has met and conferred with Agency Staff, gathered 26 and researched relevant data, conducted a project site survey, conducted stakeholder interviews �! 27 with City and County officials and staff, the San Manuel Tribe, the Downtown Business 28 Association, the San Bernardino Chamber of Commerce, the school districts and 1 _ P\AUendasURSOW Irons\Res9lmronsL009W6.01-09 Downtown Vision Anion Plan CDC R<so G9c I colleges/universities, and other community and civic groups/agencies, in addition to discussions 2 and meetings with other interested individuals; and 3 WHEREAS, in September 2008. EDAW and Agency Staff, held a two day Charrette, where 4 the public participated by sharing their concerns and ideas, and in November 2008, EDAW and I5 Agency Staff, held a Community Open House where three alternative strategies were presented for 6 the Vision/Action Plan to thus provide an opportunity for business and community leaders, area 7 residents, public officials and other interested persons to discuss issues and opportunities facing the 8 revitalization of Downtown San Bernardino; and 9 WHEREAS, in April 2009, Agency Staff and EDAW, conducted a Public Presentation and ' 10 Open House for the public, where a direction for the future revitalization of Downtown San 11 Bernardino, in the form of a Preferred Plan, was unveiled, in addition to the presentation of a panel 12 discussion of urban design and development experts; and 13 WHEREAS, the effort of developing and preparing the San Bernardino Downtown Core 14 Vision/Action Plan is complete and the Preferred Plan has been identified, and the Vision/Action ' 15 Plan and the proposed recommendations are available for consideration and adoption. 16 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE ' 17 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 18 FOLLOWS: ''- 19 Section 1. The Commission hereby formally endorses and accepts the San Bernardino '` 20 Downtown Core Vision/Action Plan. The Commission recognizes that the content and 21 recommendations as to the implementation of the San Bernardino Downtown Core Vision/Action 22 Plan will change over time, and that the San Bernardino Downtown Core Vision/Action Plan shall 23 be viewed as a working document to accommodate and provide direction to future developments 24 within the Downtown Area. 25 Section 2. The Commission hereby directs the Agency Staff to proceed with the 26 implementation process as identified and proposed in the San Bernardino Downtown Core ' 27 Vision/Action Plan. The Commission hereby recognizes that the Staff Report in support of the 28 adoption of this Resolution for the San Bernardino Downtown Core Vision/Action Plan was jointly P'MS000 tesolmuns\RC50Iut onsUMmn-o 1.09 Downtown Vision Anion Plan CDC Rtw aa2 'L I prepared and submitted by Agency Staff and the Director of Development Services. Nothing 2 contained herein shall be deemed to commit or obligate the Staff of the Development Services 3 Department and other City Departments to undertake any further work efforts on the San Bernardino 4 Downtown Core Vision/Action Plan without the express approval and direction of the City Manager 5 with respect to any such staff commitment. 6 Section 3. This Resolution shall take effect from and after its date of adoption by this 7 Commission. 8 /// 9 /1/ ' I 10 12 13 14 ' 15 16 ' 17 /lI 18 ' 20 21 22 23 24 25 26 27 28 P:UgcndasUlesalmionsUlesaWionsL009b6-01-W Downwwn vision Action p,CDC 0.cs0, 1 ' 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO ACCEPTING THE SAN BERNARDINO 2 DOWNTOWN CORE VISION/ACTION PLAN, AND DIRECTING AGENCY 3 STAFF TO PROCEED WITH ACTIONS IDENTIFIED IN THE IMPLEMENTATION SECTION OF THE DOWNTOWN CORE 4 VISION/ACTION PLAN S I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 6 7 Development Commission of the City of San Bernardino at a meeting 8 thereof, held on the day of 2009, by the following vote to wit: 9 Commission Members: Ayes Nays Abstain Absent 10 ESTRADA BAXTER I1 T BRINKER 12 SHORETT 13 KELLEY 14 JOHNSON _ ' 15 MC CAMMACK 16 17 18 Secretary ' 19 The foregoing Resolution is hereby approved this day of 2009. 20 21 Patrick J. Morris, Chairperson ' 22 Community Development Commission of the City of San Bernardino 23 Approved as to Form: 24 25 By:_ (iIl " ' 26 Agency Counsel 27 28 P\Agendas\ResoIut*nsVew kit ionsLWW -oI."Do,vmawn V'nion Aagn Plan CDC Res.k, 'I n STATE OF CALIFORNIA 2 COUNTY OF SAN BERNARDINO ) ' CITY OF SAN BERNARDINO ) 3 4 1, RACHEL G. CLARK, City Clerk in and for the City of San ab 5 Bernardino DO HEREBY CERTIFY that the foregoing and attached copy of a letter and attachments dated Monday, June 1, 2009, from Warner W. Hodgdon 6 to the Mayor, Council and EDA Board, entered into the record on 6/1/09, is a 7 full, true and correct copy of that now on file in the City Clerk's office. 8 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the ■ official seal of the City of San Bernardino this 8' day of June 2009. 9 10 ' Rachel G. Clark, City Clerk 12 13 14 ' 15 16 17 'L 18 19 20 21 22 23 24 25 26 ' 27 28 I J J J J J l l l I 1 i r .t. San Berea Igo WS v T 4 W � � tN Seccombe llobe _ I 5TH .+x,.� J14 I]IS Fvey, bi ja I��rr1�lAB" I Ti�gtr.l q R°r6 t""'1._ r / I Cats 1 1 11 / . ..rM11!• A�.,_,'♦� }..1 � ���:� i 5 1 4TH iut�e�.iold wr�a q Al l CE1RPSqu he I C ' � 1". a 7ND all. 3�AV A�11 RIALTO i '. q• i � I '111, •h�r � I � I ' Transit village m + \\ f r On Monday, June 1, 2009, by resolu]and the redevelopment and revitalization of the and there is much work to be done. For the Mayor, Common Council and Downtown area. The Mayor requested a those who are interested, the City Council Community Development Commissio formal partnership between the City and PowerPoint presentation and draft the City of San Bernardino endorsed County to look at the needs of both parties. Executive Summary are available on our accepted the San Bemardino Downt On Tuesday June 2,�OQ9ithe San EDA Web page at www.sbrda.om. Core Vision/Action Plan. ernardino County Board of Supervisors iso s appointed the Chairman and Vice-Chair as he Community Development Commission the members to represent the Board in `'gry Vi also directed Agency Staff to proceed with discussions with the City related to the - _the implementation process as identified Downtown Core Vision/Action Plan and to .r'e and proposed in the San Bernardino review alternatives for sites that ma meet "_ �^. t �—�. } Downtown Core Vision/Action Plan. The the Coun ty s space ee s in Downtown. Commission and City Council also r ' °ecognizes that the Plan shall be viewed as A well thought out and executable a working document as the content and implementation strategy is important to ecommendations for implementation In bringing back Downtown San Bernardino change over time to accommodate and and the Vision/Action Plan. Making this v-i a Irection for future eve o meets happen will require a coordinated effort on 111111111104. vit In the Downtown area. the part of City and Agency staff, Our elected officials, potential developers, property In addition, on May 5, 2009, the San owners, downtown businesses, residents ernar Ino Board of upervlsors receive and most importantly, the San Bernardino Ind accepted a presentation of the community at large. n Council Endorses Plan Downtown Core Vision/Action Plan by Plan Council RECON 2009 la Mayor Patrick J. Morris, City of San Our work to implement the Vision for ernardino, regarding the City's vision for Downtown San Bernardino is about to begin Ornintrans Vision Effort ' _ • . r err -1-=21-- The San Bernardino Economic r-�` Development Agency (EDA) thanks area businesses and community members for providing key Input on the San Bernardino t; ,�''. }}`"" " _ i yy i, Downtown Core Vision/Action Plan. p,c �•y. �'` i7 4y �, 1� In an ongoing effort to keep the community informed about the recently approved '•� Downtown Core Vision/Action Plan, the City's EDA is offering free informational presentations to schools, businesses and community organizations. In May, EDA staff attended RECON 2009, the Global Retail Real Estate Convention in Las To schedule a presentation for your group, Vegas to promo e e Vision/Action Plan, along with garnering interest and support in .r please contact Carrie Gilbreth at (909) revitalizing Downtown San Bernardino. Key retail and real estate decision makers had an 866-8188. opportunity to see models, conceptual plans and images depicting a revitalized Downtown. In addition, the EDA met with businesses and organizations to share the vision for Downtown. The Vision/Action plan was well received at RECON 2009. Highlights of the plan include: a Civic/Govemment Center off 2n° Street; a Theater District anchored by a revitalized multiplex theater and the historic California Theatre; redevelopment of the Carousel Mall to create a mix of supporting retail and office uses, creating a new commercial district that is pedestrian The Downtown Core Vision / Action Plan friendly. Newsletter Is prepared by the City of San Bernardino Economic Development While marketing of the Vision/Action Plan continues, it will be taken to San Diego for the Agency as part of the public outreach effort Western Region International Council of Shopping Centers(ICSC)in early September. for the City of San Bernardino Downtown Core Vision / Action Plan project. If you have any additional Input, questions or comments regarding this urban planning effort,please contact the Project Manager: Transit centers in many major cities worldwide serve as hubs for the connection of various Jeffrey Smith,AICP modes of transportation. These centers also serve as catalysts for transit-oriented development, Senior Urban Planner creating vibrant pedestrian spaces surrounding them. A modern transit center will improve bus City of San Bernardino and rail service to Downtown San Bernardino. Economic Development Agency Omnitrans is in the process of selecting a Consultant to prepare Vision and Conceptual Plans San Bernardino, CA 92401 1-7-1 507 9 201 North E Street, Suite for a Transit Station and Transit Village for Downtown San Bernardino. The Consultant will be TEL: (909)663-1044 tasked to engage the community through meetings and symposiums and prepare a number of E-mail: IsmithAsbrda.ora conceptual alternatives leading to the selection of a preferred alternative. Once the preferred alternative has been selected, preliminary design and engineering for the Transit Station and Village will begin. The visioning and conceptualization process will take up to a year. For more For public relations & marketing inquiries, information, contact Brett Clavio, Project Manager, Omnitrans, at (909) 379-7256, or visit the please contact: Web page at www.omnitrans.org. Carrie Gilbreth ' Westbound Communications Public Relations and Marketing 4155 N.Golden Avenue San Bernardino, CA 92404 TEL: (909)886-8188 E-mail: i[ 1Cll°-i�?�)ljl?ItlfWlt. Lll �%llf�t )llt1IP5'4Wt1 (?3�1�E�' coiltxethCcDwes tboundcomm unications.corn WwwAbrdo.org (999)663-1044 Clark Ra From: Clark Ra ,. Sent: Wednesday, September 09, 2009 10:24 AM To: Morris—Pat; Estrada Es; Baxter—De; Brinker—To; Shorett_Fr; Kelley Ch; VanJohnson_Ri; Ross Va; Penman Ja Subject: Apology .r My apologies to each of you for my stepping out of bounds at last night's Council meeting. I apologized to Mr. Hodgdon immediately after the meeting ended; however, I also felt I needed to express my apology to each of you. I usually have an abundance of patience and there was no reason for me not to have waited at least another three minutes to allow Mr. Hodgdon the time he requested for public comments -- I guess my patience wore thin. As I indicated at the meeting, yesterday was my mother's 92nd birthday and my six brothers and sisters were waiting for • me at my parents for a family photo that was scheduled for 7:30 p.m. It's not easy getting all of us together, especially since my youngest sister lives in Grand Cayman and she was here to celebrate mom's birthday. Hope you'll accept my apology. City Clerk City of San Bernardino Phone: (909) 384-5002 E-mail: clark_ra @sbcity.org Apply for your passport at the San Bernardino City Clerk's Office! kA' Please consider the environment before printing this e-mail 1 EXCERPTS. . . . . . . From Warner Hodgdon June 1,2009 Letter of Support to ' Mayor Morris and City Council "1 have appreciated Mayor Morris'and the Council's courage to put an Action Plan on the table, as no action plan of socio - economic viability had been implemented in over two and one-half decades. Since the 1970• 1985 political and economic successful days of the Central City, by 2009 the City • County Seat has faced years of falling commercial and neighborhood property values, decreased revenues, increased crime, blight and decay." "The above has caused on-going higher income residential socio economic flight and infilled with occupancy seeking lower rents and foreclosed homes, etc. Thus, the overall City North and South areas, but not limited to, have earned a "POOR IMAGE" of blight and decay that needs to be cleaned up immediately." "I feel from years of experience that a confirmed North / South $2t Billion DUAL FUSION is required; or the EDAW $1 Billion Central City PREFERRED PLAN ALTERNATIVES will have few persons left in the City to sustain Downtown alone." "Members of my Heritage family first came to the area in 1848 • 1849. My entire life has been only love for the City and County Seat, as it is this moment. I have done my best to be a giver not a taker." "I will soon submit an updated plan for a concurrent Sgt Billion North • South Dual Fusion for Quality of Life." $2 BILLION NORTH • SOUTH DUAL " FUSION DUAL VISION .. . .FUTURE QUALITY OF LIFE ' IIt53.1 HERITAGE OFTHE MOUNTAIN ARROWHEAD•1854•IW9CENTRALCITY ARROWHEADP ZA • COUNTYGOVERNMENTCENTER NORTH END ARROWHEAD RESIDENTIAL AREAS CLEAN • SAFE • SECURE tMUTUAL SUSTAINABILITY.....ONE SUPPORTS THE OTHER L VY:EEN'F9��"�'T C6Y 1 CITY COUNTY IVDA MUNI JOINT COOPERATION QUALITY OF LIFE rr IFor convenience: 1/10/11 typed version of 1/10/11 handwritten memorandum submittal for Public Record) Memorandum Submitted for Public Record Date: Monday, January 10, 2011, 3:OOpm To: Mayor/Council-Economic Development Commission MC • EDC RE: EDC Agenda R24 '! "The CDC receive and file the materials provided by the Interim Director of the RDA relative to the update on the REGAL ENTERTAINMENT PROJECT'. ' From: Warner Hodgdon: Life Citizen, Builder, Contributor Chairman RDA: 1967-1969 and 1973—1976 Financial Consultant/Project Coordinator: 1969— 1972 Joint Powers Authority Structure for the City Civic Center, County Government Center, Regional Treatment Plant Builder: 1983, 1984 County Government Center, Arrowhead Plaza Submitted to City Clerk for the Public Record 1/30/11 MC • CDC meeting. ' The above matter came before the MC • CDC about November 7, 2010. The council supported the Regal Proposal. Following the meeting which ended about 9:30pm, Mayor Morris spoke to me about one hour regarding same. Learning that Regal only desired 14 of the CDC existing 20 screens, I commented that the 6 remaining screens could be considered for the required restaurants, etc. Having these six shell buildings could help the added Cost of development. I appreciated Mayor Morris (CDC Chairman) sharing his thoughts with me again; and he asked that I attend the following CDC staff meetings regarding same. By the following day I felt my in-put would be inappropriate, until director Emil Marzullo got his thoughts and data organized. On Thursday, January 7, 2011 director Mazullo asked that I attend the next day, Friday, January 8th 2011, 2:OOpm public meeting at the CDC meeting room regarding the ' Regal Theater progress to date. This is consistent with my dedication and support toward consideration of the 2007 Urban Land Institute Plan, the 2008 EDAW plan,completed June, 2009. --A period of three (3)years of various plans. 1 1 of 5 ' Accordingly, I accepted Director Marzullo's request. Therefore, he had me meet with CDC Counsel Tim Sabo immediately thereafter. We spent about three hours regarding the Regal Theater proposal and applicable cost, including funding resources, existing and required ±. I have read and reviewed the data provided to me. I attended the Friday January 8, 2011, 2:00pm public meeting attended by approximately 30 or more citizens. Mr. Marzullo gave a well presented review and power point presentation. The comments were in the majority positive. Mr. Mazullo made it very clear that his overview and power point would be presented to the MC • CDC on Monday, January 10, 2011. Thereafter the final points and specific ramifications would be brought back to the MC • CDC and citizens for Public Hearing. Specifics would be through his "negotiating team", but unnamed at that time. 1 I have read the following; but not limited to: 1. CDC consultant "The Franzen Company" "ROUGH ECONOMICS"of the 4 chosen ' proposals for review: $2.9, $3.9 and $5 million profit to the CDC, under the Regal Theater proposal. ' 2. Ronald R. Rezek's December 15, 2010 opposition letter and comments to the Mayor and Council regarding the Regal Theater Proposal. 3. Director Emil Mazullo's letter of response to the community and leader, dated December 17, 2010. 4. John Franzen's (President Franzen Company) December 17, 2010 letter of response to Mr. Ronald R. Rezek's above referenced December 15, 2010 letter to the MC • CDC. I know that Mr. Franzen has been retained by the MC • CDC for a period of about 2 years previously. The payments to Mr. Franzen by the CDC are over $150,000 or more as I understand. I do not know if thereunder Mr. Franzen receives additional "Kicker ' Payments" from the CDC regarding Regal Theaters and/or other(s) relative to this matter, Central City Mall, Inland Center Mall, etc. ' In addition to the above, I have a copy of the THEATER SQUARE(California Theater, restaurants, public parking, CDC 20 screen existing theater) Overall Plan of Development, including costly major public infrastructure (on-site / off-site), far in excess of just the 20 t- screen re-hab cost for the Regal 14 screens to be leased from the MC • CDC. ' Who would not support the applicable rendering concept provided and the Illustrative Site Plan of Development for the entire THEATER SQUARE. I do. Mr. Rezek's letter supports 100% private investment and not the Regal Theater. I view both proposals from over 40 years of experience; and each approach has merits of consideration. The final details relative to the Regal Theater are to be provided during the next 60 to 90 days. ' 2of5 ' I support this reality check and cost estimate, which I recommend to include the entire THEATER SQUARE, per the Illustrative Site Plan and rendering. tTheater Rendering and Separate Theater Square Site Plans of Development attached hereto: 1 I have been dedicated to the County and City of San Bernardino all of my life as a citizen, builder and contributor. When we were dubbed the "City on the Move" under ' Mayor Ballard 1965 — 1971; 1 was chairman of the RDA, 1967 — 1969, then Financial Consultant, and Project Coordinator with Hornblower Weeks, Hemphill Noyes, NY Stock Exchange 1969— 1972 (Joint Powers Agreement structure for the City Hall Civic Center and County Government Center Arrowhead Plaza; and separate Joint Powers Agreement for the new City Treatment Regional Plant, under the first Federal Clean Water Grant to serve the City, East Valley Water District, Norton AFB, certain areas of Redlands, County Museum, Loma Linda and Colton). Mayor Holcomb became Mayor in 1971, when Mayor Ballard did not run for the office a fourth two year term in 1973. Mayor Holcomb asked me to serve as chairman of the RDA for the second time. This was confirmed by the council and I served as chairman � '. from 1973 to September 1976 my terms end (it was time to pound nails). In about 1978, Mayor Holcomb asked my family to dedicate our 215 Freeway ' frontage land for the City Shandin Hills Golf Course. We agreed. When the out of town developer could not perform, Mayor Holcomb asked my family to help build the Shandin ' Hills Golf Club. Accordingly, my family concurrently agreed to build the Campus Crusade for Christ ' International Administration facility south of the golf course on Little Mt. Drive (100,00 S. F., six buildings); and then completed the golf course in 1985. My family Rift deeded our CCCI administration and $2.7 Million equity facility to CCCI about December 23, 1980 and ' completed the city golf course at over $6 million contribution, confirmed by RDA, January 21, 1985, Resolution No. 4716. In August 1984, my family gift deeded our 115± acre improved Arrowhead Springs Ranch below and contiguous to the Arrowhead Springs Hotel Resert (CCCI World Headquarters) and two major mutual water companies (Twin Creeks) to CCCI. My family had planned on this $5 ± Million gift beginning in 1975 when CCCI ran out of water; and concurrently provided free water to Arrowhead Springs and retained Gruen Associates, International Architects/Planners to prepare a Plan of Development. I later coordinated the authority to issue $350,000,000 million tax exempt bonds for the Senior Citizens Development of Arrowhead Springs, within the Ronald Reagan Tax Reform Act of 1986. "It's time to pound nails again" I support the MC • CDC elected officials in their dual capacity, appreciate their personal efforts and that of staff of this moment 3 of 5 ii First initiated about 1977 and completed in about April 1978 the council out voted the Mayor's veto, took over the RDA and became its members. That council action excluded Mayor Holcomb from the RDA. Holcomb was later able to have Assemblyman Goggin pass legislation making him chairman of the RDA, but without vote or veto rights. Mayor Morris serves as RDA chairman under the same council action in 1978 and without any right to vote or veto. I will follow through with the MC • CDC regarding the Theater Square matter as committed. Additionally in about June 2010, in response to my prior June 151, 2009 letter to the MC CDC, I have taken the ground floor of the historic Andresson Building, "E" Street across from, City Hall, the closed Convention Center and Hotel. This represents my faith, along with others, in the future of San Bernardino Central City and North to include Arrowhead ' Springs. "It's time to pound nails again". The paper plans are decade reserves for the future, which seems to never come. Respectfully, Warner Hodgdo " See: attached data and 11 x 17 Illustrative Plans of the Andresson Building, Harris Court, City Hall Civic Center, County Government Center, Theater Square, Central City Mall, etc. ' (Drafts only). List of Attachments: 1. MC-CDC Agenda Joint Regular Meeting of: Monday,January 10,2011-1:30pm. Council Chambers ' CDC Agenda Item R20(continued) Pine Mountain Development,LLC- Lease Agreement for Temporary Bus Transfer Facility(Carousel Mall)Resolutions A, B and C. CDC Agenda Item R24:Regal Entertainment Cinema Project update and presentation by Interim Executive Director Emil Marzullo (receive and file materials provided)2. 2. January 3, 2011 Agenda Item R24 Staff Report by Emil Marzullo, i.e.:Regal Entertainment Cinema Project. t 3. 6 page "ROUGH ECONOMICS"of San Bernardino Multiplex by John Franzen,The Franzen Group(Regal Entertainment Cinema Project). 4. December 15, 2010(five page) Open Letter to City Council and Mayor"from Ronald R. Resnek, President and CEO Resnek Logistics, i.e.: highly speculative and flawed development plan (Regal Theater) to cost tax payers$12,500,000 vs.private investors plan to guarantee city$5,000,000 revenue. ' 4of5 i ' S. December 15, 2010 (three page) letter to community President and Leader from Emil Marzullo, Director RDA. 6. December 17, 2010 (three page) letter to Emil Marzullo, director RDA from John Franzen, The Franzen Company, in response to Reznek letter of December 15, 2010; I.E.:Regal Theater. ILLUSTRATIVE PLANS 11 X 17: A. Theater Square Plans of Development: (1)4", 5`h, E and F public Infrastructure and Streetscape, (2) three new outside restaurants 8,500 Sq. Ft., (3) new shops east side of California Theater 5,000 Sq. Ft. (to buttress seismic deficiency of old theater). (4) three new buildings fronting "F" Street 7,932 and 7,627 Sq. Ft.,(5)repave and landscape parking areas. v�. The former three level y building of approximately 70,000± Sq. Ft. at the southwest corner of S`" and "E" Streets is in the Theater Square city block (represented to the RDA and Mayor Morris in about early 2010 to be remodeled for the Hardy Brown Charter School) has only 15 parking spaces and no additional land. Consideration could be taken to designate its'required parking to be on the RDA owned parking area at the northwest corner of 5"and "E" Streets and contiguous to the City Library and Pioneer Park, (St. Bernardine's School was originally in that general area on the north side of St'Street) B. Illustrative Rendering by F +A Architects of: the California Theater, 14 screen Regal Theaters and remaining RDA 6 screen front area for restaurants (4 screens) and needed California Theater new support areas (restrooms, storage, other public use, etc.) that were never done in accordance with the updated 1975 RDA California Theater plan. There is indicated on the rendering added outdoor dinning/food courts on the east side and on the ' roof of the new Buttress Building connected to the old California Theater for Seismic Stability;and in addition there are three more restaurants facing"E"Street,etc. C. Cover Page 11 x 17:P3 Consortium: ,.� 1. Photo Illustrations of Historic Andreson Building exterior Enhancement and Retrofit: Convention Center,City Hall,Hotel 2. Andreson Building 1� Level Interior Enhancement, welding required RDA maintenance of Guthrie/Harris Courtyard. 3. Photos Illustrative to enhance visual character of "E" Street area, floor plan of Andreson Building 1"level and existing CLASSIC MOTIF. t! - 4. Photo Illustration of rendering of 1975 RDA Plan of Development, for interim Court Street Plaza,Warner Hodgdon, RDA chairman. 5. Photo Illustrations of"Theater Square", Exhibit Hall and Hotel. 6. 1999 County Book Anon, 'To look back is not only to see where you've been, but to provide ' a platform from which to look ahead". 7. Warner Hodgdon City/County Heritage; Great, Great Grandfather, Captain Jefferson Hunt, U.S.Army Mormon Battalion 1846, met with Jose Del Carmen Lugo to purchase Rancho De San Bernardino 1848 led building of Mormon Fort, San Bernardino 1851, led building of Waterman canyon logging road 1852, built steam saw mill at Arrowhead Hot Springs 1852, 1" Assemblyman/Supervisor L.A. County 1852, Introduced legislation forming S.B. County 1853, introduced legislation forming City of San Bernardino 1854, appointed by Governor Bigler as Brigadier General California Malitia. '} cc: MC • CDC Members 5of5 1 'I 1 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) SS 2 CITY OF SAN BERNARDINO ) 1' 3 I, RACHEL G. CLARK, 4 City Clerk for the City of San Bernardino, DO HEREBY CERTIFY that the ' 5 foregoing and attached copy of the Memorandum submitted for the public 6 record by Warner Hodgdon at the Council meeting held on January 10, i 7 2011 to be included in the backup for agenda Item No. R24, is a full, trite 8 and correct copy of that now on file in the Office of the City Clerk. 9 10 IN WITNESS WHEREOF, I have hereunto set my hand and affixed 11 the official seal of the City of San Bernardino this 10"' day of January, 2011. 12 13 14 Rachel G. Clark, City Clerk 15 16 17 G—��' —�c By: yra chiqui, Deputy 'fycGt Clerk 18 19 t 21 ' 22 23 ' 24 ' 25 26 '! 27 28 ,,' izi ���� —�e�shacc, �ar�` G�ynyruvsGyt� �E,ae t ,/� . ,EPC � ,day • !g P,4 va d — i � .. � .�1`QG���'lulc �� B�; �'r�.��� �o/i �P•crac �z z /m �rr�. _4Vc. C r� x¢50 ���.o�«a.u. � .e—.�,s•. �.��� y�i NCO -/� � z u; ii a.0a�.sPy rL Ire ri�. c.,c __... '1+.:%�jKlja•�.t. . . •...'�.07�� �P.���xii GG�at��<C �cr�.L.ozac�. '' �e-���ra°"7"'G ��C.. may,c- c�c �. 7� � �,u��lGrza��• 1 - �'` •� - k�.. �, `Gti��ti-�v • _Wit' . �.. asia_ .�L _. .._ �I arc_ a�r!�.elif_S�7`� �._,-� 09�...�.-c cam_q� 7�_•=��c� 1 --- I�i�� �G:�-c°.r�r-rr���.T`_ • i7.��..,.rf��G �c,�,�,F.,7_�_.CDC..ao�•�i.c.�.,,� - lei At A-7 _ ep __ _ _fat. u•-c.w-�u.� f�._�n �_3z2-„� _�.,�,�_l� �4�.�, ��`�-u-n-�^--��°�=• • �. ,6L�i..�.�t—wit.-.�.e- .�!/-a•...--r.,h G�u.�t._�`s... �y GZ'rG l A Via. , � C --ADO �. sus _ _ _ o� it--r�r �.�'1���i�� 7i4.+�� ,ui.-s.�.ur .0 l�.'1' C�,!tor�,C,,ti - __. .. f Cc c:,�.�rr �- off..-.--�� �... � _ 1 • Y � I CITY OF SAN BERNARDINO Mayor Patrick J. Moms Council Members: 300 N. `D" Street Virginia Marquez San Bernardino, CA 92418 Jason Desjardins Website: www.sbcity.org Tobin Brinker Fred Shorett Chas Kelley all BerPub i Rikke Van Johnson Wendy McCammack 1' AGENDA JOINT REGULAR MEETING MAYOR AND COMMON COUNCIL ' AND THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO MONDAY, JANUARY 10, 2011 - 1:30 P.M. COUNCIL CHAMBERS The City of San Bernardino recognizes its obligation to provide equal access to those individuals with disabilities. Please contact the City Clerk's Office (384-5002) two working days prior to the meeting for any requests for reasonable accommodation to include interpreters. (Community Development Commission Items are on pages 7- 10.) Any writings or documents provided to a majority of the City Council/Commission regarding any item on the agenda will be made available for public inspection at the ' City Clerk's Counter at City Hall located at 300 N. `D" Street, 2nd Floor, during normal business hours. In addition, such writings and documents will be posted on the City's website at www.sbcity.org subject to staff's ability to post the documents before the meetings. CALL TO ORDER: PRESENT: �+ ABSENT: 1 01/10/2010 14. Continued. Aw MOTION: That the matter be cont' ued to March 21, 2011. Public Works Continued from December 6 2010 15. Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the City Manager to execute an agreement for Professional Transportation Modeling Services with Srinivasa S. Bhat. (See New Backup Attached) (Cost to the City - $50,000 to be reimbursed by Agencies and Developers) (Backup distributed on October 18, 2010, Item No. 25; item continued to November 1, 2010, Item No. 30; item continued to November 15, 2010, Item No. 27; item continued to December 6, 2010, Item No. 20.) y (Resolution not available at time of printing.) All Wards MOTION: That said resolution be adopted. END OF CONTINUED ITEMS STAFF REPORTS City Manager 16. City of San Bernardino Strategic Communications Plan (See Attached) MOTION: That the City of San Bernardino Strategic Communications Plan be approved; and that the City Manager be directed to implement the plan. ' 17. Item deleted. 18. Item deleted. ' 19. Item deleted. X END OF STAFF REPORTS x,11 (N _ COMMUNITY DEVELOPMENT COMMISSION 220 Joint Public Hearing - Pine Mountain Development, LLC - Lease Agreement for a Temporary Bus Transfer Facility (Carousel Mall) (Staff Report not available at time of printing.) Ward 1 (Item Continued on Next Page) 7 01/10/2010 QR20. Continued. (Mayor and Common Council) A. Resolution of the Mayor and Common Council of the City of San Bernardino approving the sub-lease of portions of the JC Penney Tire, Battery and Automotive Center ("TBA") acquired with Tax Increment Funds and thereafter authorizing the Police Chief/City Manager to execute a Sub-Lease Agreement by and between the Redevelopment Agency of the City of San Bernardino and the City of San Bernardino Police Department for use of a portion of the TBA for a Police Substation (Central City Redevelopment Project Area). (Resolution not available at time of printing.) B. Resolution of the Mayor and Common Council of the City of San Bernardino approving and consenting to the Lease of the former JC Penney Tire, Battery and Automotive Center ("TBA") and the funding of its conversion to a temporary bus transfer facility located on 4`s Street between "F" and "G" Streets and making certain findings and determinations pursuant to Health and Safety Code Section 33445.1 as to the benefit to the Southeast Industrial Project Area (Central City North Redevelopment Project Area). (Resolution not available at time of printing.) (Community Development Commission) -- C. 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 enter into a Master Lease Agreement by and between the Agency and Pine Mountain Development, LLC, for the former JC Penney Tire, Battery and Automotive Center ("TBA") for its conversion into a temporary bus transfer facility located on 4' Street between "F" and "G" Streets (Central City North Redevelopment Project Area) and for sub-leases of the converted facility with the City of San Bernardino Police Department and Omnitrans. (Resolution not available at time of printing.) MOTION: That the matter be continued to January 24, 2011. 8 01/10/2010 ' R23. Continued. MOTION: That said resolution be adopted. R24� Regal Entertainment Cinema Project - Update and presentation by Interim Executive Director (See Attached) Ward 1 MOTION: That the Cotnmunitv evelopment Commission receive an Itfile the materials provided by the Interim Executive Director of the Redevelopment Agency relative to the update on the Regal Entertainment Cinema Project. END OF COMMUNITY DEVELOPMENT COMMISSION ' City Attorney 25. Presentation on the Brown Act by Senior Assistant City Attorney Diane Roth (See Attached) MOTION: That said presentation be received and filed. 26. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA: A three-minute limitation shall apply to each member of the public who wishes to address the Mayor and Common Council/Community Development Commission on a matter not on the agenda. No member of the public shall be permitted to "share" his/her three minutes with any other member of the public. (Usually any items heard under this heading are referred to staff for further study, research, completion and/or future Council/Commission action.) 27. Adjournment. MOTION: That the meeting be adjourned to Tuesday, January 18, 2011 at 5:30 p.m. in the Economic Development Agency Boardroom for an Administrative Civil Penalties and Administrative Citations Workshop. NOTE: The next joint regular meeting of the Mayor and Common �i Council/Community Development Commission is scheduled for 1:30 p.m., Monday, January 24, 2011, in the Council Chambers of City Hall, 300 North "D" Street, San Bernardino, California. 1 ' 10 01/10/2010 NOTICE: Any member of the public may address this meeting of the Mayor and y` Common Council/Community Development Commission on any item appearing on the agenda by approaching the microphone in the Council Chambers when a nem about which the member desires to speak is called and by asking to be recognized. Any member of the public desiring to speak to the Mayor and Common {. Co ncil/Community Development Commission concerning any matter not on the aF, da but which is within the subject matter jurisdiction of the Mayor and Common ' Council/Community Development Commission, may address the body at the end of the meeting, during the period reserved for public comments Said tots perio or pu tc comments shall not exceed forty-five (45) minutes, unless such time limit is extended ' by the Mayor and Common Council/Community Development Commission. Ali three minute limitation shall apply to each member of the public, unless such time mit is exten e y e Mayor and Common Council/Community Development Commission. o member of the publics all be permitted to "share" Wher three minutes with any other member of the public. ' The Mayor and Common Council/Community Development Commission may refer any item raised by the public to staff, or to any commission, board, bureau, or committee for appropriate action or have the item placed on the next agenda of the Mayor and Common Council/Community Development Commission. However, no other action shall be taken nor discussion held by the Mayor and Common Council/Community Development Commission on any item which does not appear on the agenda unless the action is otherwise authorized in accordance with the provisions of subdivision (b) of Section 54954.2 of the Government Code. tPublic comments will not be received on any item on the agenda when a public hearing has been conducted and closed. ' 11 01/10/2010 CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY FROM: Emil A.Marzullo SUBJECT: Regal Entertainment Cinema Project – Update Interim Executive Director and presentation by Interim Executive Director DATE: January 3,2011 Synopsis of Previous Commission/Council/Committee Action(s): None other than closed session discussions on September 7,2010 and November 15,2010. Recommended Motion(s): MOTION: That the Community Development Commission of the City of San Bernardino receive and file the materials provi ed by the Interim Executive Duector of the Redevelopment Agency relattve to the update on the Regai Entertainment Cinema Project. X17 ie GtdK� oyCi uGl� ^¢if�w�l Cam/ . K.+rcMrt/oe Contact Person(s): Emil Marzullo / Phone: (9009)663-1044 Project Area(s): Central City North Project Area Ward(s): I Supporting Data Attached: Staff Report: Resolution(s) ❑Agreement(s)/Contract(s)❑Map(s)❑ Letter(s) FUNDING REQUIREMENTS: Amount: $ -0- Source: N/A Budget Authority: N/A Signature: Fiscal Review: �- Emil A.MarzuCerim a Dir ector Lon Panzmo-Tillery,Interim AdAinistrative Services Director Commission/Council Notes: -- PAAgWUWomm De CommivionlCDC 2011`M1.10-11 Regal EmaWal dCinema Rojas-Updale SRdm COMMISSION MEETING AGENDA Meeting Date: 0//1/1,,0,,/201u011 Agenda Item Number: Q2-4 ECONOMIC DEVELOPMENT AGENCY STAFF REPORT REGAL ENTERAINMENT CINEMA PROJECT—UPDATE AND PRESENTATION BY INTERIM EXECUTIVE DIRECTOR DISCUSSION: Oral presentation by the Interim Executive Director of the Redevelopment Agency to update the Commission regarding the status of lease negotiations with Regal Entertainment on the cinema project. Materials will be provided at the meeting. RECOMMENDATION: That the Community Development Commission approve the recommended motion. IAN Emil A. Marzullo, I xecutive Director P:%AMd.Tc D� COMMiszankOX201MI-Io-IIR1auemm.w,<MC;o.=Pmjn_uP"wSKd= COMMISSION MEETING AGENDA Meeting Date: 01/10/2010 Agenda Item Number: M N O M1 M N 69 69 69 69 609 69 69 69 69 69 69 69 ° p d _4 ' ai VJ 69 69 Z .� 69 b0 O i+ VI bn L •4G d �-+ �r r �+ N a, M M N O O M N d 69 69 51 69 N N N Z M N -- 69 b9 69 Eff 69 69 b9 69 a 0 4) e a p.� yL w Vt N b h b 41 n �o 04 a1 W 69 69 69 69 69 69 69 99 69 fH 69 . off d O O N O O d' l'1 O O �.q 69 fH C C bA 613 C C 69 69 C C x c� x a oo 'o Vl a eC \ 69 69 69 69 69 64 69 69 O 69 69 69 69 6q > 0 r > N � s E 0 o � rn '04 00 00 0 0 0 o E o 0 y On °o °o d d Er ° o v o � 6r9 z z GO,) 61) Z U � z z a o a°i m ° o >, -0 604 n o m ql 5_ 7 0 o vi kn vi v o 0 0 o n v v o C7 69 6�9 7. e u E s9 614 vi o 'N co CL a g U U v ❑ c _0 Y C N " (� � N U . y w N U L N 3 0o aoi uUi t3 a uI m c U � v yl U � � C V ` W v W d 0000 0 � \ % t \ \ \ \ R ® � / \ k \ \ \ 22 0 - � < <ca E ± (D \ - - \ D ) / 2d J J / / o e / \ \ ` L \ @ ! \ } \ / / a7 � 2 aE@ a / $ > § � } \ \ < $ � � ( \ $ a) + + . < ` J a © f } / ] � \ 4-1 ` «± ® ® a \ g » ^/ § \ 7Q % A D � ® GQ $ } E \ E e ® c £ E ® � } \ CL � S k } 7 \ c @ \/ £ 0 \ / � � % e / ) ) r 3 k \ � � � \ ° � � � E _ -0 j \ z c m / \ § (D - g § � E ° \ / a = E 35 2G C: 0 i � n2 \ / \ � CL En 0 } $ (n CD ° ± e \ » ƒ J ; e � / E 32 ) � w ® ) G � f 2 E § e 2 \ E » \ § / a 8 R = # C) \ 22 77 �\ / 2 \ \ © o ® � j93 kD \ ) 0 \ \ } \\ \ \ $ \ \ 2 i & \ \ §(D C: / $ 7u ® � k e \ \ ) \ \ / \ | \ \ $ ( / ) o \ � & � q cu a) \ c ■ ` ) c / K ` k i7 § / - > 0 & § Q ; ] � � 0 mG R Gee 2e e � � [ 2 & , O o = o & m = QE _ = a 75 a ■ � N C C) _ Q N C L O a) C C L N ) a7 = _ aS]cu L a) D ° _a) E L O co c co y N Y L O N ✓ a) 3 0 L F- OO N a) "' T L O N � � cc N O .L.. 3 O 'O N n N a) O N ° O") c N C T a) > a) N C O a)a) (1) L L O U a) N (n X L a) N O) m cu O -O C L 7 C U L_ O O) 7 U F- CO N C13 O C N C U° O N a N O E 'C Oa)O =3 . O O .N o U• c m > O ° c N �° c O °' U) m o c c N E a C c m . UJ Q a m m > a) L ° o .0 N E O) -r Q' O N - C L a) 7 ,� O a) a) N m OL D. O O N On E CL c o o Q '0 3 c X N a) w a) .0 .(a (a ] W 0) cu a) cn w N > a) U a) .—U O U c (a a) a) a) A N w Y N .a ,� C O N J N c m _lz ?� O.. a) ` „N C .N a) .o -0 m N L 6 ) O ,N O Y .. N a) 7 p > � N C a) c N (D w � 3 a) m a) a) m Q Y O ° (n Z (D a) E ci O 0 a) O C a) L C L W c O 3 tq I N F- d H O .O « a) U) O N L C p) C Q C C ° > X O N °) ° C a) C 'O a) N ° a) a) L Q L O N 'c C C O. C Z O a O N O CU a) O N E @ O `- L �-. 0 0 L O N O Y N m C m U O Z rna W- E Z > ° a m c C 3I ° = ° a) o U —(� a o a) Q m C a) (D C: U _ -O c E N U >: c t c (n ° E c c N N H n 3 a) Q O 3 ° to C c a) N 0 L CL •+ ER a -0 N OU >, U O N ,^ fl'{ ((S '� N 'O a) 70 c Z F— m � O c 0a) c- a) mcUm � m (D L LV d (°n W ° N N NFL L N 'N ° n > c c cl O Z- a Cl) c a7 m e m U N U c°i ° _m ° a) o (a >, a a) L - c p U (a c O � a aO1i c o Cl U as -C U) ' v O a c ac) C i Y p a) _U m L C C � O a) m N -' Fu ca 41 _C O N m t N L O O U E a) Q) L >a) C a) a) co o _ a > '`cu > m m m a) Y to '. U o ° ° n _' E o n n C m — m r- O '" U E U N O N 7 N U Q >` U 0 Y N C 0 O C C N .0 E N m ca > L _ > C 'p V CnL mU m m _pC N a N N , a N m " U) a) «a Q p) U a) T L m 4"_' O7 C (6 0 E ,+L.. �` U m CL m a) m m C U C a) L O_ _ 7 a) U L m � '� a) 0EmNm a) � J '� a) Edo •• .N.� '� C C C T C .L-. m > O) E � .° E c N N -r- N a d) C N a 0 C a U Q U a) co) � a w c u 6 0 0 0 o 7 C v a) N 'an) L m a N '` m c 6 m o o U 7 Q 0� m m m N m 7 c 0 E U C7 m c v = o a N 7 Eoc3E omY m U > -0CcE � � o or N a) a) O 41 C _N C a) > O C .- 0 0 Q a c Y E N 7 a) (D '° ` E cmi o` m o U) n Z c U v E a) '? > a) E m > C a* w f m c C > a m m m Cl� o m m m o c N m m a) C U C Q= w LLI a) m a) y0 C p LO U L C 0 _� LL W m 0 C co Q o o N N 0 c m ~ W U m N L "C a .� N U N Z U) > '� > m o .c a) Z N N U c° o m m L Y L m m 0 m E Z c N -- Cl) 0 -� 7 - E ' a) ca L '- C N N N - 'C O a) ° a) .In a) a) a) o ? ._ m m 0 m C a� 7 m @ N trail mia ,L.., «. ,C ma 0 C •m U 3 C U N ,U) C -00 cn m N N a 0 U E > U CA fCa `O a) N 3 C D N m N 0 a 0 c a) m m o C p y m 0 N o LE E 3 c -r N Q 7 m o o ° '5 T C Y : aa) .E y E > y ~ > a CL N n E w a) >. m 0 0 m N m a) Ql a) N N a) O W o m .N m 0 -0 E .7 3 ra n c C C °) y ° _c Q3 ,� Oa .0 L _C a) a) C Q L a) O) O U 3 O � ca U E a aa)) ° ° a) m _�_ ° N ac) aa)) C o 0 >1 —' a 3 a) Y w m k t ao a a) '0 'v 0 c C a) m C 3o Um ca Cx � o 3 ' 700) o m o o > o > m m a) c w c o m p m m o a ig 2 m o m U N m c N c a a)a) U a w w N > C ,O ,O U N C)-0 J �> N C a O O m — D UEO — Ema) cu NU � a) a ma - cca �p aN N > l6 ` co N Q m p 0 p 7 O Q > E Q m O O a C E m U " C � N a) a) p'U U C m 0 O > C O OE N N a) Q '''' a) T C Cl C a a) 2 N m m -o m > 0 m > C m m 0 C m Y a) N O Q O N .- D > c ° E c E a) mL Q E c E o c rn � Y c n m` E 7 U > m a) E fn cu i m > Q > C) m n— > m -lc C o U N > ,.-, C 7 Q T a) C Q O m a x Q C .L.. `" O (!) m a) N N m O a' L .> i O ,C (O U) a) N N Y N CL -Lc) N N E T.` a U N a a 'C L L m N a) Q.N I yN,, 7 V N N L .L... a) N a) N O N > C N O fA N Q ...� E L a s a) C: m m C L m 0 . 7 N M a) .• a) C O U 'C N O N U) (U O yO C n.0 .0 c m > O -7 Q O U a) E .0 a) a N U N a U a O a) TU) E � a Q > m W N a) E C- 0- om a � caaa)) MUU)) � 'Em > a) a Nn mm � Eo N u) aa) Na a0 EL m 0 E o � m U 0 N cC o 'p mXEQEpEamiaNi ca maa —° m o co 0 7 0 m o 0 0 o a) 0 m a) 0 a Q a) o N 0 Qm m � c� Z Q E ° UZ � °c o d � a L a) N ` O U O N N C C O a) a) N O_ a ` L1J O N O m x Y a) Q E N L C C N L N N 0 3 E cc o E d N O C. -C N U ` U a O a) 2 a) a) fn (II - N CU a E a a) a) m NEQ `0 3 u x Q) a w cu W C m a) v N N C w c .> _7jr a) O � U a) CL O c U a) C ca N ._ N > O U f6 L pp m 0 U E N a) C C c a) m 0 0- L) O (U N C d C c a N 0 a 3 �_ r) � ° o m CT3 9 -3 "0 '— U C C U O (`6 W .N O U) O Ol O_ L -0 .- C C 7 ?� a) O o E 0 y U ) o0ov N L � a? > m co (D a w o Go a e a) m m o m E Y m ` C CL N c c a) O C L a) N O U N 3 N :E a C O O m m C) a) N -OS a En E � CL 7 Q O O_'U N C N mCL m Da) V r � U oU a� cam) LLI 0 n W cNa ul m o 2 W D , S � 3 .� a �� 0 cu u O N w E ` 0) m w L m ° c W C C V T 4=- (D m a-+ C N C L EJ) j a) '�`GS _ C -O a) > � C UJ O U O M p w a) L= V N ° ` N 0 L m O O O O -0 C m Q) N cn C m U) �o U m O a) C� . E ` -0 T E (n w -0 c ) o 60 x o .n m CD rn m my a) CU 3a) c by ID U) U p 61 0 a) U C -0 0 U) E@ a) U a) '0 m x U) C O O O. 7 O O N CO cu ` R a O 3 0 t1 f� EA O U) 0 E -0 m -C C \ C 0)_a - N I`crj c cu C a) � � 0 X ° ° cm oo mU) °' � E o a) 00mo 0 v) C — �. ca O a) Q U a) .N+cu E L C N C N p N m O p U) v-- d L U) d O m 'O Y � m N N O m Z a) O O F- 0 + (n a) c o Y m E a) E a a) o a cn ro > Lo m a c yommEm O) E X L 3 3 .0 U) U o 0 C) Q O cu m ac Q W ~ m n- coo c L a) a) (n ECA p ^� p �) Y ui c o N 3 ~ w c m m U o 0 ° 3 ` m p o a) m y 4 o (n J O C o 0 C p V)� T -0 O U m 7 O_ °) ° cu 0c � � cc O ° oc -0 (D Q) 3m cn 3 -° 0 O C 30 E w Z .D O u0i ho v- m N O 7 0 y X a m c _ c in ° E .Q " c m o 0 W Q o 3 o u) 'z N - a) 3 a) p `� w n in c ` 0 \ 0 y -0 a) .c o o 0 0 o E m m c m a CU . Z ) C �� C C I 0 T U a) U �) oE a) c c 3o m me � � \ o c a) .— _� L p m W c p U) a) c p m u, > cLi .c c o O C m N �. O E C s O) U) CU - N r Q 3 U) m a) E m E D 0 � o C 0 m m 3 a 3 c Enn v . to o o ° m m -0 p O E Q a) U) - �`! E c - c a n m � m c a m c x C9 0 ohm C: 3ro o oa0) mo 0moNC) U a) m O O E C N .� Q C N V) C > � 00 E m 3E cca i � '�' cma) 0 mvONOE d a) o m o � � acid c ° m °0 E is U E ° a) EA c o c E co 3 0 o rn ° - m m 0) c w �p _0 m o 0 V C L O - W 0 a) �. O a) m C 0 0 C .- 0) U f0 LEA 'm C L +-' T 'O > 7 O Q U) C .O 7 C 0 t r o 3 3 a Q _ w N 0 c E v, E p _ sL m m N (D O m 0 O 3 0 0 o O O O a) C: m Y � 0 3 c) 0U E T � � � OL Wc W 0) .N a) U a) :_, a) O 0 0 0 m _C m 0 N N f- O. U m as 10 U .D m 0 "= m m 0 c E °" n m 3 n ° fL- Q > o m ZcJ `0 m � a 3 > t N m c e (yy0 ID m 3 ° C E� O" i L O _ a) d a) '7 E @ 7 m :3 O .0 N ?� 1] w L N C N 7 m E CU U L O +• m N \j y O C N CO 3 N N L (CD C 'V Y N U Q� Z 3 c c . m m c m ° ° ° m o r 3 c m -p Lm o c N � o m ku a �p o o c 'O L �— _Z Q L m C N N � m I--' .0 N m .0 N O U N E a) O O N a) N m m a) .0 O N C N .Y ` Q L_ m O N E m N O C fYII W ` C C p Y N U a ... D_ .� ,U T C a) c N 3 c `° N > 3 C3)LO N 'p N N N p 7 C Nm C m E m m m "' N ,C O O C N m Lo O ` C 3 C 0 UO -- Q) 3 m Q p L �. .° -O N N N — O a) '� N a) o "O N O E ' C C (1 ' p m = N C S m E m N N M N O ° O O N V V m e >. c 3 o m n . ° N m (D = w o L E 'cU a) _ m o � cI 3 m v CL C m L O a) 3 0 "p O 3 Y U m N () v U p o m W 2 c ai a s c p c M E a) ° o 0 o f U) m C 3 a) p c a) o 0) o m m ° 3 o p y � ° ` E 00 DD cma) � � � � N oma`> �-0 Ff L - > 3 .0 m o E O C T y (Y`O C O p o N E o c c ._ o m a) !1J 3 0 o aa) 0 o_ a)L a (D a) Y •X m ° o m L 3 a) C N Y U 7 N _ m C ..L.. O a) T (D m C a N YO J Y 3 E m C N ° rn � o L c y �E c Q O a) Y N U y c +L = N Q) LL N p a) m o CL m a) w 4) 10 n U cc n 3 -C cu ° N m m e m N 3 L L:3 c f6 m o m U 0 - w o 3 � � .° m @ n o ca.onp � .UmcEaE pQU 3c a-Ei - N _ - a en o o E � c m Z 3 m � E m > a)) 0) E ° - 0 (D En ouNimc � c � a) � m � a � ca N � c _m O C a) m .0 U C T O O. X U C a) .L.. 3 m m O cl a) Q) a) C 3: y C .V m C .0 m m > N L m o .,L.. O C p L W L U ti ca Q c o o l -2 3 C a) 0) 3: N a m nQ -o Q) Q m cl cn m Y o .§ 3 c ° -° '3 m ° ° � E o > > N Z � 3Eoi o � EoUL � � E ?; oc L � am C .-T m ..• C Co '"• p .0 m O m a) ° 'C Q' O ,.- m m c U w p a a) � E co c m U a U o m E ° m0 C: 0E3: a) pmc`a a) N Am oc o _0 o ° 3 m a) v L a) p o 0 0 O L N m 0 m C L .0 O m L L U = > C O O V F C U U C U m U U -o c U F Q 3 o S -p U W _ � N ALEZFA Logistics • Services•Equipment•En ineering 9 70 Reece St., San Bernardino CA 92411 Phone 909-885-6221 Toll-free 800-739-3979 Fax 800-739-3920 December 15, 2010 AN OPEN LETTER TO THE CITY COUNCIL OF SAN BERNARDINO The City of San Bernardino is about to embark on a highly speculative and flawed downtown development plan that will cost taxpayers an estimated $12,500,000 even though there are private investors ready willing and able to shoulder all of the financial costs and risks in support of a better plan that guarantees the Citv$5,000,000 in revenues 1. THE CURRENT PLAN IS FLAWED — The current development plan is flawed for several reasons which include: a. The current plan converts former theater space into retail space. The theater space was never designed to accommodate retail uses. This conversion will result in inflexible and undesirable retail units that will not attract prospective tenants. A better plan is to construct new buildings around the east and west side of the theater that is properly designed for retail purposes when demand for retail locations increase. Until retail users are found, more unwanted vacant retail space in the downtown area will be created under the current plan. At the same time, the opportunity to have the largest number of screens and the most viability for the theatre complex will be compromised with a reduction from 20 screens to 14 screens. b. The current plan requires the City to "play developer," risking taxpayer funds to speculate on retail space in a market that is 50%vacant. This is an unnecessary risk that the City is only taking because the City's proposed tenant, Regal Cinemas, will not occupy all 20 screens of the theater. It makes more sense to renovate and operate all 20 screens of the theater, attract crowds back to downtown, and then let the private sector bear the risk of retail development in the proper locations around the theater plaza. C. The City has not considered the substantial cost involved in separating 6 out of 20 screens from the theater and converting them to another use. This conversion will cost in excess of$2,000,000 and amounts to nothing more than speculation on the feasibility of a use in a space that was not designed for that use. The City is not and should not be in the business of speculating on retail development with taxpayer money. 2. THE TOTAL PROJECT COSTS ARE MUCH GREATER THAN THE CITY HAS DISCLOSED OR, WORSE- EVEN RECOGNIZES — The City has publicly announced that it will spend$4,000,000 on a building improvement for Regal. In the letter of interest with Regal, the City's commitment for tenant improvements is actually$4,700,000. r . i ' However, the Regal deal also requires the City to: (a) pay off the existing HUD loan in the amount of approximately $4,000,000 so the City can avoid paying prevailing wages on its own job; (b) make all ADA and exterior improvements (estimated at $750,000); (c) separate six �t screens and convert them to speculative retail use (estimated at $2,500,000); and (d) pay architectural,municipal and utility fees(estimated at$500,000). These sums amount to approximately $12.500.000. Where will the City get these funds? Why would the City risk$12,500,000 of taxpayer money when private investors are willing to pay the City $5,000,000 (non-contingent, all cash), invest another $4,000,000- $5,000,000 in upgrades and shoulder the fmancial risk? Will the City's relationship with the Unions sour after attempting to avoid prevailing wages by paying off the HUD loan? 3. THE CITY'S DEAL WITH REGAL WILL LOSE MILLIONS OF TAXPAYER DOLLARS -The City's proposed lease with Regal Cinemas places extreme financial burdens on the City with no guarantees beyond 5 years of rent at $850,000 per year. Even at that, the City will receive substantially less in annual income because the City plans to give lease concessions to Regal that Regal does not receive from private landlords. For example, the City is being required to repair and replace the roof and the heating and cooling systems on the building for the life of the lease, requiring an annual capital reserve of at least $50,000 per year. The lease further burdens the City with maintenance costs and common area expenses typically paid by theaters, not landlords, probably amounting to about$100,000 per year. These two concessions will reduce the City's annual rental income to $700,000. If Regal chooses to terminate the lease at the end of Year 5 as allowed, the City will have spent in excess of$12,500,000 and received only $3,500,000 in return. Even if Regal does not terminate the lease and the City sells the building as the City has discussed, the City will never cover its costs. Movie theaters are being offered at 9% capitalization rates in this economic environment, making the Regal lease worth $700,00009, or $7,800,000, over $4,500,000 below the City's cost. In the unlikely event that the lease would sell at a best case 7% capitalization rate, the building would be worth $10;000,000, still $2,500,000 below the City's cost. Why would the City turn down a deal from private investors guaranteed to generate $5,000,000 in revenue and $4,000,000-$5,000,000 in upgrades in favor of a deal that is guaranteed to lose millions of taxpayer dollars? 4. THE CITY'S STRATEGY WILL NOT FOSTER PRIVATE INVESTMENT IN DOWNTOWN — The City should pursue redevelopment policies that encourage private investment in San Bernardino. In this case, the City has snubbed its nose at $10,000,000 in private investment in favor of$12,500,000 in public investment with all the risks previously �! discussed. Private investors with the financial wherewithal and operational experience to operate a first class cinema are willing to shoulder these burdens, yet the City insists on risking over $12,500,000 in taxpayer money just to have the Regal name on the marquee. Granted, Regal is the largest company in the theater industry and a very capable operator, but their name does not justify the costs and risks the City is planning to undertake and the non-customary lease concessions the City is planning to give up. The structure of the City's proposed transaction i only sends the message that the City is willing to subsidize large, profitable corporations that are ! unwilling to make the investment themselves. Why should the City risk millions in taxpayer money to subsidize a corporation ' worth several billion dollars? 5. HISTORY HAS SHOWN THAT THE CITY'S INVOLVEMENT AS A DEVELOPER IN A PROJECT IS DOOMED TO RESULT IN A SUBSTANTIAL FINANCIAL LOSSES — this project could join a long list of City-initiated and sponsored failures that resulted in unnecessary financial risks and losses for which no return was guaranteed. Just a few examples of failed projects that have cost the City tens of millions of dollars include: (1) The Hams Company Building Renovation — the City-financed beautiful 7 exterior improvements which only serves to mask an empty interior; (2) Maruko/Radisson Hotel/Convention Center Renovations — Despite the funds spent on renovations, the center continues to be empty and deteriorating; (3) Carousel Mall — the mall remains practically empty yet the City continues to provide financial support; (4) Demolition of the Historical California Hotel — A beautiful building now reduced to a parking lot; (5) The Crest Theater—now a field; (6) Properties Tom Down Along 5`h Street, and F, G and H Streets— demolished at City expense but with no foreseeable users except for a freeway located fast o, food business which will be relocated (also at government expense) because of the I-215 widening project; (7) The Baseball Stadium - This is a debt financed property that continues to drain the City's general fund; (8) The Woolworth Building-owned by the City; (9) Arrowhead Credit Union - the City made it impossible for Arrowhead Credit Union to develop on the Mill Street site, and now, since the credit union has been taken over by the government, the land remains barren and will likely continue to be barren for a long time; and (10) New Schools — land that was purchased for three new multimillion dollar downtown schools sits vacant awaiting yet more public funding. The list is endless, but this is illustrative of known pitfalls when the City attempts to be a developer for profit. The clear message is that the City must consider the substantial risks involved in this downtown development plan and should consider alternative options that will shift these risks to private investors and also guarantee the City a substantial financial gain. The City assumes no risk by allowing private investors to invest millions of their hard- earned money into downtown. Private investors will be committed to making a theater redevelopment plan work since it is rsonal funds at stake and not taxpayer money. Private Investors will have every incentive to commit to t to success of the theater and .the downtown area since they would not have the cushion of government bailout at the end of the day. Responsible elected official must consider all the facts before supporting the City's proposed transaction. The City is proposing to make extreme concessions and take on unreasonable financial risk simply to appease the will of a multimillion dollar corporation that refuses to make any substantial commitments to the long term success of downtown. The City will be spending over$12,500,000 for a meager 5 year lease from Regal with terms and rental rates that are very favorable to Regal. _ n ' ' On the other hand, private investors are ready to pay $5,000,0000 to the City and will oZr k commit another $4,000,000 to $5 ey ,000,000 to rede op 1 a theater. Private investors w� assume,all the financial ris s involved with the project and will have even more incentive to J` make the theater a success than Regal since they will have much more invested in the transaction. ' In summary, this transaction is based on a flawed design, involves enormous expenditure of public funds (including expenditures specifically designed to avoid paying prevailing wages to ' the construction workers in the area), entails unnecessary risks with taxpayer funds, is guaranteed to lose money, and sends the wrong message to private sector investors. The City Council should reject the proposed transaction and pursue qualified private investors willing to invest private funds at no risk to the taxpayers. Respectfully Submitted, Ronald R. Rezek, President&CEO �' Rezek Logistics I i r We fully and wholeheartedly agree with the sentiments set forth in the letter of Ron Rezek to the citizens of San Bernardino dated December 15, 2010. rName (Sign & Print) Company or Agency r r r r r r r r r r r , r . r r 6y, of Safi, �. Sao Beraa mn t; n . R ';t• r it i, I I ,� i 1 Development ' December 17, 2010 ' Dear Community Resident and Leader, A petition is circulating throughout the community that contains an error-filled memorandum regarding the reopening of the downtown movie theater.On January 10, 2011 the mayor and common council will conduct a public hearing to consider a 34 year lease agreement with the Regal Entertainment Group(operator of Edwards Cinemas, United Artists, and Regal Cinemas).It is apparent from the information contained in these memoranda,that legally confidential information is being disseminated to advance certain private and political agendas. More troubling, is the fact that this information is so factually inaccurate that its purpose is clearly to misinform the public about the proposed reopening of the movie theaters. I am writing this letter to provide you the facts, in the hope our City does not once-again"shoot itself in the foot"because of self-interests,as we have done so often in the past. It is time for San Bernardino to make decisions guided by professionals and experts,not politics and self-interest. Our residents deserve this and our businesses need this. Historically,public investment in downtown San Bernardino intended to create economic growth has often failed to produce results because the plans and decisions did not give sufficient consideration to ensure that ' the public investment was a true catalyst for private investment. Past public investments have been made 7 with insufficient plans to ensure it encouraged private investment. The original movie theater and the baseball stadium built during the mid-1990's are good examples. Neither public investment was tied to plans for additional private investment. As a result,both have sat for 15 years in isolation doing very little to spur private investment and economic growth. Thus,if our City is to reopen the downtown movie theater,the only measure of success should be whether the reopening of the movie theater spurs additional private investment and business in downtown restaurants,shops,and entertainment. Merely reopening the movie theater and hoping it stays open would not be a success—that would simply repeat the failures of the past. To ensure success,the City retained several expert consultants to evaluate options for reopening the movie s theaters. These consultants have proven track-records in the disciplines of theater development and operations,retail development and modern urban planning and design principles.These consultants have assisted other cities in our state and nation in making decisions that ensure targeted public investments are a catalyst for private investment. 201 North E Street,Suite 301•San Bernardino, California 92401-1607•(909)663-1044•Fax(909)888-9413 Email.info®sbrda.org.mn vsbrda.org Page 2 I attach and share with you,comments received from the Fransen Company,one of our retained retail and entertainment experts for this project.John Fransen, principal of the firm has successfully aided communities across the nation in these types of projects. The City solicited proposals from cinema operators to reopen the movie theater and asked these experts to evaluate not only viability of the proposals to successfully reopen the theaters,but also to evaluate which proposals had the best chance to succeed on the only measure of success that counts—the ability to immediately attract additional private investment and business to the city. The consultants'concluded that of the 8 proposals received, Regal Cinemas not only created the greatest return on investment of the public dollars,but also had the greatest chance of attracting additional private investment and business in and around the movie theater complex. In fact,once it became known the City was negotiating with Regal Cinemas,development groups and businesses began contacting the City regarding the opportunities adjacent to the Regal-operated movie theater. Why? Very simply,Regal Cinemas is a known commodity that other investors trust and are willing to assume that if Regal believes there is a good market in downtown San Bernardino,then they are willing to make their own investment. It is very similar to an"anchor tenant" in a shopping center. The type of anchor tenant largely dictates what secondary tenants sign leases. If you attract a strong anchor,you attract strong secondary tenants. Does that mean only Regal Cinema could be successful in reopening the downtown movie theater? No. Other theater operators could certainly operate the cinema. The fact that the City received eight proposals is evidence of the market for a theater complex in downtown. Merely reopening the movie theaters is absolutely the wrong measure of success. Success will only be achieved by movie theaters i that attract additional private investment and business into downtown. It is unfortunate the error-filled memorandum being circulated by certain local self-interests ignores these basic principles of commercial real estate and economic development. The memorandum advocates the City immediately sell the theater property to a northern California real estate speculator, so this company can profit from leasing the theater to an operator like Regal Cinema or worse,a small unknown theater franchise. Does anyone remember the name Cinemastar? The problem in selling the property without a well capitalized operator,is that the City has no ability to ensure the theater actually reopens;the City has no ability to ensure the theater is operated by a company that will attract other private investment and businesses to downtown;in fact,once the City sells the property,it has no ability to ensure it's even reused for movie theater at all. If we are committed to having a movie theater in downtown San Bernardino(which the market indicates strong support for),then let's make sure this time around our efforts result in spurring other economic development around the theater. Experts with a proven track record of success have advised the City that Regal Cinemas provides the best opportunity of ensuring a successful outcome. I am hopeful that City will follow the professional advice and recommendations it has received to best ensure that our limited public investment spurs economic development—a formula for success seen in ,W ' Page 3 other cities like Ontario,Riverside,and Rancho Cucamonga,but rarely in San Bernardino. To do ' otherwise would be to once again follow the mistakes of the past and let self-interest prevail over the collective and long-term economic health of this City. Sincerely; ' Emil Marzull6 Executive Director ' CC: Mayor and Common Council 'i THE FRANSEN COMPANY, INC. ' To: Emil Marzul►o From: John Fransen Re: Response to Rezek Letter Date: December 17,2010 As requested, following is my response to the letter addressed to San Bernardino community leaders and elected officials. The subject letter from Rezek company is signed by Ronald R. Rezek,President and CEO of tile, logistics, services, equipment and engineering firm. After an intensive review of proposals,qualifications, and tours of facilities, your Common Council directed EDA staff to pursue a lease transaction with the largest cinema operator worldwide, Regal Entertainment Group(operator of Edwards Cinemas United Artists,and Regal Cinemas). Following negotiation of etter of Understanding with Regal Entertainment Group,a lease between Regal and the EDA is currently being drafted. Setting aside the political overtones and motivations that seem to frame the Rezek letter, here is a brief review of t e assertions in the letter and clarifications and corrections. • Risk The underlying premise of the letter seems to be that the project risk to the City San Bernardino (2,OA is greater by completing the Regal lease than would be a quick sale of the empty cinema facility at a discount to a real estate developer in a first-time partnership with a regional cinema company with no operations in the San Bernardino market. I believe that your Council vote to select Regal and to pursue a lease was directed at attracting a top tier cinema operator that will open, operate and sustain_ a_first--lass cinema downtown. In �n my o inion, the Regal tease proposal will also produce the best economic returns for the Ci—' w ile provr mg t e strongest cata yst to attract new usinesses downtown as compared to the other proposals that EDA received. Regal operates 6,761 screens in 38 states and Washington D.C. in the U.S.The competing proposals were b�boutique-size cinema companies that do not operate cinemas in the San I J- Bernardino area. Under its Edwards Cinemas Regal operates 66 screens in the immediate ` vicinity. It has the mar ce ing power, the market share, and the economic strength to support the new cinema downtown. The risk associated with a smaller cinema operator trying to enter this competitive market is a major consideration in the selection process. ` Best of Kind '! Once completed,the lease with Regal and its occupancy fills an empty cinema building with a "best-of-kites rd operator. The buildin can then be sold with a credit tenant in lace versus selling an empty building at—a iscount to a ow tdder. r 4100 Campus Drive,Suite 200 Newport Beach, CA 92660 (949)251-1784 � 1 Page 2 (tom t �✓ G.ri cv�pt.� g - Response to Rezek Letter a, 1p�.� December 17,2010 I� Zia Of note, once a word of the Regal selection was made public, the EDA was contacted by a major inv inept coin an that was interested in purchasing the building with the Re al lease in place. It is expected that once the Edwards/Regal facility is open an operating this lease fa—C,it�ty will be a sought-after investment. It can then be sold from a position of strength by the City/EDA with the RegaUEdwards long term lease in place. San Bernardino creates a win/win situation—the best operator and the best economics. Financial Strength Driving Value and Mitigating Risk Among the candidates considered to operate the downtown San Bernardino cinema, Regal's financial position far exceeds the others in scope. As an industry leader, a Regal lease will drive a higher value upon sale compared to the other exhibitors that were evaluated. cvvLe � Number of Screens Al With regard to 14 screens compared to 20 screens, Regal/Edwards have determined that it can best serve the market by o eratinQ 14 screens, including one large-format screen(IMAX or other brand). This is a typical number of screens that is being developed by the industry leaders today. Simply operating 20 screens because that was the number of screens that was originally constructed on the site a decade ago does not comport with the approach to the business by an ' industry leader. Regal/Edwards is plannin g to operate the precise number of screens that is appropriate to serve the I ca San Bernardino area pro stably. �4rvny>� a /ry` Converting 6 Screens to Restaurants or Other Uses The six small screens located on the south end of the building will be returned to the This ', is a great benefit to the project and serves an important oo service nee or downtown and becomes another source of project income. Some of this space will be converted into restaurants ad of ininK the new cinema. The EDA recently received a letter of interest from a Los Angeles- region developer that is interested in converting this spa a into retail/restaurants. This firm's principals have been involved in some of the highest pr file LA retail projects. City Role Re:the City is"playing developer":the cinema building is already in place. It is not going to be 'de—v-eTo_p_ed'Zu_F_ra7ff er,an extensive internal remodel will bring it up to current state-of-the-art cinema standards. Regal,a firm with vast experience in cinema development across the U.S. will lead the interior remodel and the demising of the new restaurant mace(conversion of the 6 scram eens). It is envisione t at a separate t -party developer will conduct the leasing and tenant interior work associated w diese restaur L- I Rent,Tenant Allowance, Common Area Maintenance �� Without going into detail re garding the project's specific rent tenant allowance, common area maintenance costs and other,due to confidentially requirements I would point out the following: The building is a stand-alone facility with no common area. The building rent was set at a level with a credit-tenant sufficient to support the r project's public investment. 4100 Campus Drive,Suite 200 Newport Beach,CA 92660 (949)251-1784 ' Page 3 Response to Rezek Letter December 17,2010 � J The plan is to sell the building afte the Regal/Edwards cinema is up and operating at an amount t a i 1-exceed the investment. Our projections in tcate t at this a roac wt exceed the proceeds from the sale o t e em y building in its current condition. Center Piece to Downtown Renaissance The grand opening of the new Regal/Edwards cinema at Theater Square ad'oim oric California Theatre will serve as a keystone in the renaissance of downtown San Bernardino. n t e retail m ustry 's Regal commitment to downtown San Bernardino is significant and it becomes a validatio for other retailets and restaurants to consider nearby locations to take advantage of the one million or more annual visitors to Theater Square in downtown San ® Bernardino. In summary,Rega dwards combine the best operator and the best economics. e 4100 Campus Drive,Suite 200 Newport Beach,CA 92660 (949) 251-1784 fit ' < lot 1 1 t 1 _ It •�, � 0, �� t( , -�; - S3 \ r 3 a S / tq - Pl t i ! r r I Y M �• J % I • .7 3p' 1 'I A•i I t o i► ,a C/)Q O U ' I ' O N N 7 o w 1 N v Oo O Z., fUfn) QzQ �]I o v) a o Q w Z ¢ W m 0 U w c _ C> � Q ~' Ul N o M r1 ^ Y Y Q Y C L P4J r .+ w LL i y • d -0 a ` Da FEW N � . -C LL c i — 7 o O m o Z � U N C N `cl y r m Z o Z o o oQ Q m � i C ■LLJ N N Y w CE CE W Z ZW > W � LU r— U K Y r tW7 y 5,Z Q i°� \ WU Co , m « Z w N O O E w Z Of ILLI F- w` z O r -a. IT'W �. - - F- Fri I C) uia o o w aZ o J C ®o ■ o LU w wa K p I w , g oj, gg aN X W W CL S �mX I wZ a0 0 F K Q 0�g w x 0 ❑ ❑ _ w m I '',v Z W ' r S z c.) CL x A it _ 0 IT W I1 K lw W Z > W Z O U U) c o 0 34 x ...._ Z J _ V Q ~ m M C W Z W ..___ O OJ U ❑ ❑ J W NO < ,°r m p W U O m o J • \, y O W '4F O J U Z '�. w U Q w ■ O W 1: w C ❑ O ❑ . O m '13 LU Q y Q 2 c c m y • ■� N _ Z ug. z ' '„ } ❑ a> > ° .. M d C F Z U J > O - -_ -_ W W U Q U o �a . • N > Im N U ¢N H n Ei +� J r C ter,. �' /-�✓ -s f+ '. =U W C) -0 y a az xw � ¢zLZ w , Z m U IN -- w O. - .- Q: 't., W Q F- `O �' w N w CL X � 'r o X ■LU r O 3:O o CL �W W O In IM CL Z J K O W W 'H K W 7 0 .•� F- 'i z Q ❑ UO U . 0 i... NZU > ON I 4",✓+'S wZ � 'E U Z � MLu w N O N Z ❑ v U O z W OU L U Q o 0 0 C r F W XF a Z z T _— ,.. W w o o_ a m X W � U o 1 16111 Sri r W 'L: ' x w Z • W X 2 _ W W Z c ZO D . 7 N 0 t ,.lU.I z Z r, mw d \ M1 fiFl wln o O z > H N °to •%lei\ t Y1 WI Y. C N 1. .ir'�'..,._�....-..-__.. "t W N G LLJ Of VI eil ¢ O :.a1' Z Z vyi 1 ~� •• (-) o Up 4w v _ U U a a 0 ❑ 0O mU u I.- W , 00 OJ m • N U N_ U ~ U xQ 2z ! Z M Nx F °' w °' w - °' WI O 1 u pI I I Q Z "' o i rj IW 7I OO Z �J N • K Ne ilr IOOU'� pal '� w m i cn 1Z U' ZI L) O U ~ a t o O O Y Z ] m v 0 �w � ¢I � � � — u) co 0 a cn m O N aa w aw — - o 0 $ m Algol"AM A66dI AS Lij cc FAi I �� ^< W 3A (_ QdT o O o oC � � F IO 00 � ®fV W a< Z 9 Q m i F W Z 1 Q S p 00 O i O U E o En cl. p F W F vi u U y v W Lu CA E c o � _9 w CD A y F v w O W z Z m E 0 `o W n W yT o en '� y L eo w0 • � N ^ y 0 t z O V L a V F r $ a > V • cu • m Q C • xN - x o 8 W C T n 12 0 L it m y .C) #1 0 l0 • c v E � m �� ? ° p � LL dZ oA • o c v w w u yI 'e LL a a 900 b00 •$ m o � c � �0 0 y j N m • '8 � Q O� v� ± •C U o w Um A g a U O E d • Q... 4 E .r NI 07 U Q O d y� D C . W U m C J V K > v ao c tp d �U � �- rnN u�.mc a E coa 0 a3 c LL O ° -Ji 0, Z _ dQ LLI O U) N W O y a � o O ro •Hare $ a 16 Cm _ _ _ _ _ _ _ _ _ _ _ _ - - - T _ _I_ _ 1 CENTRAL CITY MALL GRIDGEICONNE"G CRY",HALL•CONVENTION CENTER-FINANCIAL g3TIe.,STAi�COURT HOUSE&"NTY ARROWH1 GOVE"ENT CENTER ' _I _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 1 _ _ _ _ _ 1 _ _ 1 F rz W __. s u U • mo M E m m E + _ O m c +i $a�o S d v a F m E$ OZ - N -N w J m m O � m N 'V � O W Q ' Q "� _� 5 m w • H N O C B N ZI a ° c �q d c B�QQ m � • •JOl• `o cli N • N V * • m to o � • -._ _-- 2 LL o T (n c °myE .00 WJ � m 0 m a� .� U FKZ � aJ mTJiaE O Z¢ Z g m c \ i t ..-°........ ........... m .. rn �+ - Q a c � 2-�J '�' c L° $ F� acnw 3 loin O o a S . J � U� �� b U C = O .oe O. FON C ao = o F (DHw 0 V = :: E E a •C T O7w 5 C7� V E COQ u LLZ V Z U U 7 W0 � a a E m o U � aaoo C7 jI- w ww �ONj < 'y yW E o tad' FU2fll WOE n w ¢ � o LL V n b v • ZO J II UZ cz ao c c ° °. o r N m z - J� W/ U Q U c ti m E o o❑ o LW v v n LL , 1 Lj Z it C7 i( O .. o° Oz p p mw LU cc 1 Ir U = 0 9 ca m 1 11 Z m cn O Z I O cc G W p C � N O t - OO ti LLW v C/)y w 0 r NO a0 ° m w w < J U Q jr `3g co E j ad w _ 0 e. o M W cn W J O E5 S • Q `Q QZU' 7 eC C O . o CD w 6 M LU 0 z A81#01 A313 A9907 EVILS 11 N d • • W CC < U Q O W a 0 -L ~ Omc z W m t_ o 0> • 0 • c F. CD rn y 1..... _ ,,.-.. w • 0 Q Y > } • O o X 0Q. • J z YZO Q W b� Z1 !r F .-. w CD , � Q • 1. (If 7 ° 0 W 8 a z w � !I O0 • o Q w ° • 0 Q w w Of • LL � • D 0 LL w o > w 0 • O g o W 11 It 0 O_ o a Q o • • CL � O ❑ N • � • 1 N � 0 r w m `o m o Ti d = o a • < x W +1 { , IIIII Z '! -" ❑ ❑ ❑ c6 0 W a Q > W N d K Y Z o =3 Q U W , c N 3 W R ~ ° w w m Q rn w Q o LL N W W = of Z m N LQF' E Z w Q > LL F (f O D T c O - F a W N o O U Q 0 a V i g W Z m o a. _ z O F i M C) < N c ® LL c z ;I X • i az0a 9 w #� -1 - NW K u H F j F a W v•• w Q F z z L A2f1N31F+ (n Z � X S213n`dd N012i9 M3N 1 U) wow Oi-.EZ L-.6T OT-,91 0-.OZ OI-.9T _ o LL ,YiSt 1��I' p t c • 1 ?, e� a•� i r0 S .nr ielsl \\U � n r -z — 1r'.. t_ N ME AP \A 1 � c , ja• h 1 • y : 1 .o � 11'�- • I F 1 J 1 . \ . rLT� d •l _ O d .. I I J V ' •ri7��• i . • C C q II1 E J ¢ m E _ u E ° e OC dl C ¢ ( y � p:• U W U wo MEN Ir� u i 4 0 w r< rot m WE � �'�� is v7 • %\ _¢— • } L A LL Ali 1 m c • m m aa. ' ••.o o y • • • LLI ax z .• t 1 r e b: .II 1. _ J • • O tn c ' Z5 N • a o °dj a u N `g C2 o C5 0 U 01 CL � Ip Y�/ic Lr . E. C m y > Q, p eg • .E ami \\\�1aY��` w m YES a L 9' �� \\\•1R, li m `X10 F v 1 rn Hit 0- o LL I I 1J' � l 0 O W U) z w ...ri n�• � a - i Hy � � < Q Lu Z if ui f �+i O i- r 111 Am I. V L. a) w O cn _ M CD II � d � a C O 1 I N W C •���/ l_ ( LL C i . ,. �t ' r O o � U D L_ f6 y u � cc SA ♦ -- �� ,k� � �! �l a 'rr s, IffL. a t , ` o i o di '�j _ Y Ali ■ r -.3 r tl c...! ■ ■ ■ ■ rte _ _ -1 .� :1 ■1 : ■ ■ ■ ■ ■ ■► _ a —Exhibit Wall �\ ■ ■ ■ i : �. ■ r7.'^ , rr' San Bernardino �t ■ � S YY _ Art �A_ Cf) � ° v WO tz o Qw 2 � � U - LL v Uu ° z a O Z Cn z c � Q a J ° Qa a, a w ° Z ¢ C c Wo w CCo c) Q w N O Y ) rrWw V Q o c 2 cn LL j> ` 1 Q C p V l CIS n rs � a T Lr) tz r = (j Z 00 0 o p CL. sz S r ti N ° `—° Aw7t r fn a Q V ElT 4 i O I arse i �firy i o C V QI W _O O C o ) Q N o C) Rm -0 c 7t E E o 6 0) N 3 3 U N m -,c a N LL w (° c Eoo ° ma 7Q E1 X U mUO N N No .m 0 N a) c 0 o E 0 c Q o > m ( a CL CL O — E.- W N 0 0 p "° U) U c p m O1 U C 0 C N 1 O � F- Z = � m a« 3 C c a0i m � � aci � ° o � cq o -- u0i 3m ` , ° (� MdQF- O m .o c L .- ;E :o N - ° ° o, a o U Z Q N v o c m m v L o a d 3 o L f? t m 0 o Q Lu eo - 3 m 7 m c (n m cm E m � m c " 9 & = Z � } p0tw7Q S n = y -0Eoa7 - 3 003 moM WF- w it ZQ Z ?• N 0 d E m Y j d o U o o c o -V o w m H 75 F- W CJ O c > -0 Q c o N ?� 0 m -0 p N )K m o _ r w a) //�1�� _ Q W X C .O ° N 0 (n o o 'C Y U�` 7 aaj 0 > ? m "06 c m� Q � m � W F- o. E Nn7 'o. 0 m oa wU om UL 0 - N N m m - m m �1 LL NO) C 0 41 U m �\ p. 0 m 'V o h U m _ m 0 0 a 7 _ <L N E H in V, 0E00o f = �JU ` N m m CL O rO 0 O c0 C -0 - 3 d r m o 15 0 0 7 c J m � °•~ . mo 0 c L j m N y o m U U m jl Q 0 0 _ N c E E a a L 0 0 mQ OU .Na o ._ > ° a J u o Ec U) � mNU° i i, , >_ :•�.. m N C -r r 1 c o 0 0 3 . 0 O Q m0 ad � U R 0 T U O •~ A2 y ,� 0 C O E 0 0 >, 7 C y m V (D 0 0 N L LL 0 L -6 - a = . > > O p) L L O 0 C O a E 'gin F- F- d 3 a e in - --- - L`2-- - '^p O E a m N L N m N .m- _ _ a LL C i m" � c 0 0 N C m > > N C : • t 3 O Lw °'° mc � oa a0m Zm _ uZ * a) 0 moo � Lm. ciLLN 0 a � mmmmo a3 .00m �l t m N i �• Dap 7 @ °ic .N 0a O s. .5 '," ) a) w m m 0 E m C (D a) v l-(ryplt . \�.I O a >_ c E a) w J 0 W 0 O Limey (n O. e O N �•`- a C N U N Q CO N m L a .o 0 0 C_ a°)j N L m m .0 U 0 ` .. 0 0 a m M — N m ._ 0 C C _ �0 r� 7 _ _ O .r _ m L 0 . E m m a N m 3 L ,. .A a l O. U +L-. O N .L.. L m C N C m - Z O lI^ - _ . Na (n co j pLrU p 3 7a . I L C m r paL Waco C > L N O p_ c Q C U 3 U O 0 O` C � m V 0 > 0 Q m ` L Q C @ O L m ° � N - c 0a0L -00 Ez5 < imam o mN3 � m u> 4) Cl) s c � . 0 0 m °oc (a «« wL E xm ° oNm m �' c ` m _ C a N 0 N C m y ` mrnm v � rna � m3 U N0 70 >1U m � NL03 L — E 3 V 7 C 7 « O c N E O C ap Z m 7 - 0 d a) w O o � m oromS 0 r m33 Uaa)) 7 � r a0L0 O` U C Z m r c m Y OI m N 0 m C O N K L m �' O (n C O V N U) N U o, ° 3 O m 0 N m aNi d E t0 Z 'c E FU n 0 Q . a) -0 c r- 3 m w v c�c o o o3 - (nnm MO Cr u) m mY o a U .>. 0 r U 0 w —=E "O C L -0 ` 7 E 0 N m C ` ac) mE E`o ' o °- ELO ? � ENL0 `0m � � Cr; Ev '° cafO � O maw v o m � �_ °_° •° N u rn L E c) i mm � � m a° w E aci E Ix r 0 N rL. C a U 1°n 3 C m 7 C = 0 m 2 3 N C L 0 0 L o O m - Z i E O l0 'a �> ) 0 0) a) 0 Y '> O_ (a -Q y OC N L 'V N m . a a o U E a p c c E o '- a) o o E c m 7 > m mmr m : O > C C m N T 7 Y J m 0 .LO• N C L N Q 4) (9 m L N 7 'N 0 C O a m m m m N L a 0 0 O C C = m V N L c 0 C °) N 0 >.-0 -C m m m N 0 p N U w (n o > E L ? L E C m 'c uN c 0 in n o O vi 3 o R U X c m i) � L.. o o 'c m E �_ d o °' m U >' Q ° m cLi = c 0 N E '� r Q 7Y 0 m a 0` m o 'er $ m L U c 3 ° aU 3 '- L � O 'r- L 7 > 0w o -0= w ° (�) NL m p � o33d C aE � ii � a) 33o wo = `m °1 ° c 0 c c mw- m c 3 mwa w 0 d m w o U m N o c c c E m a) N U = c o m 0 ,0 c C c 0 c m � o m E EUy . oa m o ma m m � o cin co . O m Z c Z m Q m � a m d� c c > Nasm d >, 0 Q � E m s o m oa m N m m °- 7 m � ao N ;6 -r- E Ef -o c E 3 F- m ' C m >•C .L. 0 m a cn E 7 `° C C NO .0 c E C m O m 0 m 0 0 ZLL to E E m y :3 0 c 0 -r o > 0M L r- (D m 0 ' cn 0 E E m = 0 mU � o o (° « aY0ma o Q > E pmNO1mm m0on00w N N w w Cm _ O C -0 a m N O = ° C a) 3 Y a N « OW 0 0 ° a>i = ° a`) u°) tn uia ctn c am) UY 3aao � m ? o ,c mo c ° OF C7 rnU ° c C ° o) E m a—) Ea E = 3 0 c_ t c `o ^ 0 = mL m o W LL a O V y 0 O 1 d 0 0 0 m N `) m N �, 0 >+ N C O m N N W w rn m L � � m m > � o fl o 0 d Q c I ro m c a U m Q m � o a (D 0 c w rn 0 m N a o m L o C', o m c 3 c m o' 0 m .m m > N t m.L F m iL o .- (n Q m U ... 0 -5 mF- 0 0 (nU - om U 'inn nmo o A-