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ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM: Gary Van Osdel
Executive Director
SUBJECT: HUB PROJECT FINANCING
DATE: July 3, 2003
ORIGINAL
Synopsis of Preyious Commission/Council/Committee Action(s):
On July 12, 1999, the Community Development Commission approved a Cooperation Agreement with the Inland Valley
Development Agency (IVDA).
On May 21, 200 I, the Community Development Commission and/or Common Council approved a Disposition and
Development Agreement with SBT Partners and certified an Environment Impact Report for the HUB Project.
On July 3, 2003, the Redevelopment Committee will meet to consider this action,
Recommended Motion(s):
(Communitv DeveloDment Commission)
MOTION A: A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF
SAN BERNARDINO, AS THE GOVERNING BODY OF THE REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO, APPROVING THAT CERTAIN REDEVELOPMENT
COOPERATION, FINANCING AND LOAN AGREEMENT BY AND BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE CITY OF SAN
BERNARDINO, CALIFORNIA
(Mayor and Common Conncil)
MOTION B: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO APPROVING THAT CERTAIN REDEVELOPMENT COOPERATION,
FINANCING AND LOAN AGREEMENT BY AND BETWEEN THE REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO AND THE CITY OF SAN BERNARDINO,
CALIFORNIA
Contact Person(s):
Proj ect Area( s)
Gary Van OsdellJohn Hoeger
Phone:
(909) 663-1044
3
IVDA
Ward(s):
Supporting Data Attached: Ii! Staff Report Ii! Resolution(s) Ii! Agreement(s)/Contract(s) 0 Map(s) 0 Letters
FUNDING REQUIREMENTS Amount:
See Text
Source: See Text
SIGNATURE:
Budget Authority: Requested
Commission/Council Notes:
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P:\AgcndasIComm DcvCommission\CDCZOOJ\OJ-07-07 HUB Project FinancingCDC hem.doc COMMISSION MEETING AGENDA
Meeting Date: 07/07/2003
Agenda Item Number: R27
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
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HUB PROJECT FINANCING
BACKGROUND:
The HUB Retail Project on Tippecanoe Avenue at 1-10 will consist of approximately 265,000 square
feet of retail commercial buildings on 25 acres of land, retaining 120 existing jobs and creating 440
new jobs. The combined investment in this center is expected to exceed $38,000,000.
The private investment in the project is forecasted to total $30,530,000. This is made up of
$23,200,000 in improvement costs for the HUB developer, SBT Partners, and its tenants; plus
$1,000,000 in improvements, fixtures, and equipment for In-N-Out Burgers; plus land payments of
$6,330,000 to the Redevelopment Agency.
The Redevelopment Agency's net investment is estimated to be $5,580,000 (on a cash flow basis this
is $12,810,000; less the $6,330,000 land price; and less a $900,000 draw from a California
Infrastructure and Economic Development Bank loan obtained by the City.)
The City is responsible for constructing public street improvements that are now estimated to cost
$2,250,000. These improvements are essential for the HUB Project but also serve a regional need to
convey traffic from Tri City Corporate Centre to Tippecanoe A venue. They also resolve traffic
conflicts where Rosewood enters the west side of Tippecanoe just north ofI-IO. In addition to these
street improvements there are public utility improvements that are currently being redesigned.
The Agency's funding for property acquisition and assembly ($10,150,000) comes from using monies
obtained from the sale of assets in various redevelopment project areas and from the $900,000 land
acquisition portion of the CIEDB loan. Structural demolition ($270,000) is from CDBG funds and
relocation ($1,810,000) is from Low/Mod funds.
The Agency receives none of the tax proceeds from the project. Without the City's willingness to
enter into an agreement to share the sales tax benefits of the development, the Agency will not be able
to repay the money taken from individual project area asset accounts.
The City's funding was anticipated to be from the $1,100,000 construction portion of the CIEDB
loan. The increased estimated cost, however, leaves it short by more than $1,150,000 at the present
time. To assist in City funding the Agency's staff is proposing to lend $900,000 which the City can
use together with $250,000 in Y2-cent sales tax funds to complete the project.
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P:\Agenda5\Comm Dcv Commission\CDC 2003\03-07-07 HUB Project Financing CDC Item.doc
COMMISSION MEETING AGENDA
Meeting Date: 07/0712003
Agenda Item Number: R27
Economic Development Agency Staff Report
HUB Project Financing
Page 2
CURRENT ISSUE:
The proposed Redevelopment Cooperation and Financing Agreement provides a mechanism for the
City and Agency to share in the sales tax and transient occupancy taxes (TOT) increases expected
from the HUB project. It also provides for an interest free loan of the Agency's $900,000 portion of
the CmDB loan to provide the City with funds to complete the street improvements.
The Agreement provides that:
. First, the City will keep $350,000 in sales taxes and TOT from the HUB project each year to
maintain the sales tax it currently receives from the existing Sam's Club.
. In addition, the City will also keep an additional amount necessary to pay the debt service on
the State loan (approximately $110,000 per year).
. The Agency will receive any surplus over these two amounts until the $900,000 loan IS
repaid.
. Following repayment, the surplus will be divided equally between the City and the Agency.
The Agreement has a term of 20 years but will end sooner if the Agency is repaid its net investment
earlier. The $6.0 million assistance amount in the Agreement includes the net investment for Phase I
and Phase II of the development plus $420,000 for contingent liabilities. This amount will be
reduced by any Federal grant funds used for the project. If additional amounts beyond this are
required to settle condemnation actions, the effect of those settlements will have to be dealt when the
settlements are approved.
The attached report from Keyser-Marston provides detailed public benefit forecasts for Phase I ofthe
project. This report indicates on the last page that the City's first repayment will occur in the tenth
year with payment of$700 to the Agency.
ENVIRONMENTAL IMPACT:
On May 21, 2001, the City certified a Final Environmental Impact Report for the HUB project in
accordance with the requirements of the California Environmental Quality Act of 1970, as amended.
FISCAL IMPACT:
This Agreement authorizes the Agency to make a net investment of $6,000,000 in the HUB project
and to loan $900,000 to the City. It also provides that the City will share a portion of future sales tax
increases from the project until the Agency's loan and investment are recovered.
P:\Agcndas\Comm De" Commis,ionlCDC 2003\03.07-07 HUB Project Financing CDC [(em.doc
COMMISSION MEETING AGENDA
Meeting Date: 07/07/2003
Agenda Item Number: R27
Economic Development Agency Staff Report
HUB Project Financing
Page 3
RECOMMENDATION:
That the Community Development Commission and Mayor and Common Council adopt the attached
Resolutions.
/
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Os del, Executive
P:\Agcndas\Comm Dcv Commission\CDC 2003\03-07-07 HUB Project Financing CDC llcm.doc
COMMISSION MEETING AGENDA
Meeting Date: 07/07/2003
Agenda Item Number: R27
KEYSER MARSTON ASSOCIATES INC.
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Los ANGELES. CALlfORl<o'..!''9407l-. "'. . ; I
PH.": 213/622-8095''< :.:. fll E COP Y
FAX: 213/622.S204
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ADVISORS IN:
REAL ESTATE
REDEVELOPMENT
AFFORDABLE HOUSISG
ECONOMIC DE\'ELO'MENT
FISCAL IMPACT
INFRASTRUCTURE FINANCE
VALUATION AND
LITIGATION SUPPORT
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MEMORANDUM
Los Angtles
Calvin E. Hollis. II
Kathleen H. Hcad
James A. R.bc
Paule. Anderson
Gregory D. 500.Hoo
To:
Mr. Gary Van Osdel, Director
San Bernardino Redevelopment Agency
San Diego
Gerald M. Trimble
Robert J. Wetmore
Paul C. Marra
From:
Keyser Marston Associates, Inc.
SAN FRANCISCO
A. Jerry Keyser
Timothy C. Kelly
Kate Earle Funk
Debbie M. Kern
cc:
Mr. John Hoeger
Date:
March 27,2001
Subject
Projection of Public Revenues -
Tippecanoe Power Center
Pursuant to your request, Keyser Marston Associates, Inc. (KMA) has prepared this projection
of public revenues that could be created through the development of a Sam's Club anchored
power center at Tippecanoe Avenue and Interstate 10. This project and its second phase
would complete the retail development of this area. This memorandum presents a projection
of the net property tax increment and the net sales tax revenues that the City of San
Bernardino (City) might receive.
PROJECT DESCRIPTION
The first phase of the project will entail the assembly of an approximately 17.13 acre parcel
and the development of an approximately 199,000 square foot power center. The project
entails the relocation of the existing Sam's Club and In-N-Out Burger. The In-N-Out Burger is
currently located on the site. The Sam's Club is located on an adjacent parcel. This analysis
does not take into account a replacement tenant for the existing Sam's Club space. Other
than the Sam's Club and In-N-Out Burger, specific tenants have not been identified, although
expected tenant types have been identified. Tenants and their space requirements are
identified below.
Mr. Gary Van Osdel,
San Bernardino Redevelopment Agency
Projection of Public Revenues - Tippecanoe Power Center
To:
Subject:
Tenant
Sam's Club
Soft Goods
Beclronics
Soft Goods
General Retail
Retail"C" - Retail Shops
In-N-Out Burger
TOTAL
SAlES TAX REVENUES
March 27, 2001
Page 2
Square Footaqe
130,421
20,000
8,400
10,000
6,600
10,000
3.500
198,921
Sates at the center will not all be new sales in the City. Clearly, sales at the Sam's Club and
In-N-Out Burger are new sales only to the extent that sales increase over the existing store. In
addition, there will be a "transfer" of sales from other stores in the City to this location. This
latter effect is somewhat minimized due to the location of the site at the boundary of the City.
Estimated sates levels for the various tenants are provided below.
Tenant
Sam's Club
Soft Goods
Electronics
Soft Goods
General Retail
Retail"C" - Retail Shops
Pad "B" - Retail Shops
In-N-Out Burger
Sales per
Square Foot
$575
$275
$500
$275
$250
$250
$250.
$800
The amounts listed above represent typical sales for the specific stores or store types without
taking into account existing sales or transfers from other stores. Also there is a large range in
sales between individual stores and among tenants. For example, electronics store sales may
range from a low of $350 per square foot to a high of $1 ,000 per square foot. It should be
noted that the current Sam's Club site is under parked and it is an older store. The sales
performance of this store appears to be significantly below typical Sam's Club performance.
As shown in Table 1, total sales are projected to be nearly $97 million and taxable sales
approximately $70.6 million in the first year.
O103D34.SB:JAR:gbcl
I
Subject
Mr. Gary Van asdel,
San Bernardino Redevelopment Agency
Projection of Public Revenues - Tippecanoe Power Center
March 27, 2001
Page 3
To:
Based on data provided by the City, it appears that the existing Sam's Club, Costco and In-N-
Out Burger generate approximately $95.1 million of taxable sales (data is aggregated to avoid
disclosure of confidential data). It is KMA's estimate that the existing taxable sales and the
transfer of sales between Costco and Sam's Club will amount to approximately $31.3 'million
(data aggregated to avoid disclosure). In addition, a portion of the sales at the other stores will
be transferred from other stores in the City. Given the location of the power center at the edge
of the City, and without knowing specific tenants, KMA estimates that approximately 20% of
other store sales or approximately $3.8 million will be transferred sales. Total existing and
transferred sales amount to $35.1 million in the first year.
Net taxable sales in the first year are estimated to be $35.5 million, approximately 50% of the
gross taxable sales. Sales tax revenues are shown in Table 2. Sales tax revenues start at
approximately $355,000 in the first year growing to approximately $443,000 by the 10th year.
Over 25 years, the project is projected to generate approximately $12.1 million of new sales
tax revenues.
PROPERTY TAX INCREMENT
The project is located within the Inland Valley DevelopmentAgency project area. Within the
joint powers redevelopment agency, the City receives 8.9744% of tax increment revenues. It
is projected that assessed value of the first phase project will be approximately $15.9 million.
As shown in Table 2, this value is expected to generate $159,900 of tax increment revenues of
which the City will receive $14,400. This analysis assumes that the existing assessed value
for this site is effectively zero.
CONCLUSIONS
As shown in Table 2, the total incremental revenues available to the City start at approximately
$369,500 increasing to $460,700 by Year 10. Over a twenty-five year period, total City
revenues are projected to be approximately $12.6 million. This is a conservative estimate, as
it does not take into account the ultimate re-Ieasing of the existing Sam's Club site.
KMA has estimated the public revenues assuming significant transfer of sales and revenues
within the City. It the project does not go forward at this location, there is a reasonable
probability that Sam's Club and other tenants may relocate elsewhere in the region and the
sale will be fost from the City, and the City Will experience a net loss of revenues.
D103D34.SB:JAR:9bd
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TABLE 2
ES11MATED PUBUC REVENUES
TIPPECANOE POWER CENTER- KMA VERSION
SAN BERNARDINO, CAUFORNIA
*'
City Taxable Sales Total Available
Year Property Value' Property Tax Share @ 8.9744~ Sales Tax Revenues
2002 $15,990,500 $159,900 $14,400 $35,513,000 $355,100 $369,500
2003 16,310,000 163,100 14,600 36,401,000 364,000 378,600
2004 16,636,000 166,400 14,900 37,312,000 373,100 388,000
2005 16,969,000 169,700 15,200 38,243,625 382,400 397,600
2006 17,308,000 173,100 15,500 39,197,491 392,000 407,500
2007 17,654,000 176,500 15,600 40,1n,203 401,800 417,600
2008 18,007,000 180,100 16,200 41,183,358 411,800 428,000
2009 18,367,000 183,700 16,500 42,212,542 422,100 438,600
2010 18,734,000 187,300 16,600 43,267,330 432,700 449,500
2011 19,109,000 191,100 17,200 44,349,289 443,500 460,700 -
2012 19,491,000 194,900 17,500 45,456,971 454,600 472,100
2013 19,881,000 198,800 17,800 46,593,920 465,900 483,700
2014 20,279,000 202,800 18,200 47,759,668 477,600 495,800
2015 20,685,000 206,900 18,600 48,952,735 489,500 508,100
2016 21,099,000 211,000 18,900 50,176,628 501,800 520,700
2017 21,521,000 215,200 19,300 51,428,844 514,300 533,600
2018 21,951,000 219,500 19,700 52,713,865 527,100 546,800
2019 22,390,000 223,900 20,100 54,033,162 540,300 560,400
2020 22,838,000 228,400 20,500 55,383,191 553,800 574,300
2021 23,295,000 233,000 20,900 56,766,396 567,700 588,600
2022 23,761,000 237,600 21,300 58,186,205 581,900 603,200
2023 24,236,000 242,400 21,800 59,641,036 596,400 618,200
2024 24,721,000 247,200 22,200 61,133,286 611,300 633,500
2025 25,215,000 252,200 22,600 62,661,344 626,600 649,200
2026 25,719,000 $257,200 $23,100 $64,226,577 $642,300 $665,400
Total $5,121,900 $459,600 $12,129,600 $12,589,200
NW $2,027,000 $182,000 $4,708,700 $4,890,700
ell" ~/i /s .e:t.e- k.../Z7 ,: "t:rel'-.$e ,,,-
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Prepared By: Keyser Marston AsSOCiales, Inc.
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RESOLUTION t Q) ~ l
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A RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO, AS THE
GOVERNING BODY OF THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BER"lARDINO, APPROVING THAT CERTAIN
REDEVELOPMENT COOPERATION, FINANCING AND LOAN
AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERi'lARDINO AND THE CITY OF SAN
BER"lARDINO, CALIFORNIA
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WHEREAS, the City of San Bernardino, California, a municipal corporation (the
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"City"), the Inland Valley Deve]opmenl Agency, a joint powers authority organized and
existing under the laws of the State of California (the "IVDA") and the Redevelopment Agency
of the City of San Bernardino, a public body corporate and politic (the "Agency") have
previously entered into an agreement entitled" 1999 Redevelopment Corporation Agreement"
dated as of July 12, ]999, pursuant to which the City, the IVDA and the Agency have initiated
the redevelopment of a portion of the Inland Valley Redeve]opment Project Area referred to in
the ] 999 Redevelopment Cooperation Agreement as the "Agency Imp]ementation Area" and
which area has since been referred to by the Agency as the "HUB Project;" and
WHEREAS, the Agency has entered into a Disposition and Development Agreement
dated as of May 21, 200 I, with SBr Partners, LLC, a California limited liability company (the
"Developer") and an Owner Participation Agreement dated as of September 17,2001 with In-
N-Out Burgers, Inc., a California corporation ("In-N-Out") for the implementation of the
commercia] shopping center portion of the HUB Project; and
WHEREAS, the implementation of the HUB Project will confer substantial benefits on
the City and the ]VDA in terms of eliminating conditions of blight which affect the site of the
HUB Project and nearby lands and in terms of providing for necessary public street and public
street traffic circulation improvements which will foster the redevelopment of lands adversely
affected by the closure of the former Norton Air Force Base; and
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P:\Agendasl.Resolulions\Rcsolullons\2003\03-07-07 Rdv Coop Fill Agrml CDC Rc>odoc
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WHEREAS, the HUB Project will also provide the City with a substantial source of new
tax revenues when the prime tenant of the HUB Project (Sam's Club) relocates and expands its
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facility from its existing location on Hospitality Lane in the Tri City Redevelopment Project of
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the Agency to the HUB Project site; and
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WHEREAS, the Agency will incur certain costs, described below as the "HUB Project
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Indebtedness" in connection with the acquisition of lands necessary for the new public street
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right-of-way improvements associated with the HUB Project as well as the costs of planning
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and assembly of lands and the relocation of businesses and households from the HUB Project
site for reuse and redevelopment by the Developer and In-N-Out as part of the HUB Project;
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and
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WHEREAS, the Agency does not presently have a source of tax increment revenues
I]
from the HUB Project or from other funds to repay the HUB Project Indebtedness; and
WHEREAS, the IVDA has previously designated the City to serve as the "lead agency,"
as that term is defined in the California Environmental Quality Act of 1970, as amended
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("CEQA), for the purpose of conducting an environmental review of the HUB Project; and
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WHEREAS, the City has certified a Final Environmental Impact Report as of May 21,
2001 for the HUB Project, in accordance with CEQA; and
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WHEREAS, the City and Agency have entered into a Harriman Place Improvement
Project Acquisition, Construction and Financing Agreement dated May 21, 2001 as amended
(the "Harriman Place Improvement Agreement"); and
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WHEREAS, the City shall incur certain costs in connection with the construction of new
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public street improvements in Harriman Place, in Laurelwood Drive, and in Tippecanoe
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A venue; and
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WHEREAS, the City now forecasts that the costs for new public street improvement
construction will exceed its original estimates by more than $900,000; and
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P:"Agcndas\Rc~olulions\Reso!u(ions\1003\O).07.07 Rdv Coop FlIl Agrml CDC Rcso do,
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WHEREAS, the Agency desires to loan $900,000 to the City from proceeds of a
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California Infrastructure and Economic Development Bank loan as described in the Harriman
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Place Improvement Agreement.
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WHEREAS, there has been presented to the Commission a proposed Redevelopment
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Cooperation, Financing and Loan Agreement (HUB Project) by and between the Agency and
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the City (the "Agreement") pursuant to which the City will lend redevelopment financing
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assistance to the Agency each year for the term of the Agreement in a total amount not to
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exceed Six Million Nine Hundred Thousand Dollars ($6,900,000) to assist the Agency in
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repaying the HUB Project Indebtedness; and
WHEREAS, it is appropriate for the Commission to take action with respect to the
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Agreement, as set forth in this Resolution.
NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF
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. THE CITY OF SAN BEfu"lARDINO DOES HEREBY RESOLVE, DETERMINE AND
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ORDER, AS FOLLOWS:
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Section I.
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Section 2.
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Agency Secretary.
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Section 3.
The recitals set forth above are true and correct.
The Commission hereby approves the Agreement as on file with the
The Executive Director of the Agency is hereby authorized to execute the
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Agreement on behalf of the Agency in substantially the form attached hereto, together with such
19
technical and conforming changes therein as may be approved by the Executive Director and
20
Agency Counsel. The Executive Director or such other designated representative of the Agency
21
is further authorized to do any and all things and take any and all actions as may be deemed
22
necessary or advisable to effectuate the purposes the Agreement.
23
Section 4.
The Resolution shall become effective immediately upon its adoption.
III
III
-3-
P\Agendas\Rcsollltions\Res{)lulion~\lOO]\03.07-0~ Rdl" Coop Fm Agrm! CDC Rcso.doc
.
I A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO, AS THE GOVERNING BODY OF THE
2 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, APPROVING
THAT CERTAIN REDEVELOPMENT COOPERATION, FINANCING AND LOAN
3 AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO AND THE CITY OF SAN BERNARDINO, CALIFORNIA
4
5
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
Development Commission of the City of San Bernardino at a
meeting thereof,
6
held on the _ day of , 2003, by the following vote to wit:
7
8 COMMISSION MEMBERS: AYES NAYS ABSTAIN ABSENT
9 ESTRADA
10 LONGVILLE
II McGINNIS
12 DERRY
. 13 SUAREZ
14 ANDERSON
15 MCCAMMACK
16
17
18
19
20
21
Secretary
The foregoing Resolution is hereby approved this _ day of
,2003.
JUDITH VALLES, Chairperson
Community Development Commission
of the City of San Bernardino
22 Approved as to form and
legal content:
.
23
24
~y:
25
26
27
28
O<A:, i~ - EM ~,j t..
Agency Counsel
~ /r Iloye--f
/:71
.4.
.
.13
24
.25
RESOLUTION NO.~O lP V
2
3
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BER.;~ARDINO APPROVING THAT CERTAIN
REDEVELOPMENT COOPERATION, FINANCING AND LOAN
AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN BER.;"IARDINO AND THE CITY OF SAN
BERNARDINO, CALIFORNIA
4
5
6
7
WHEREAS, the City of San Bernardino, California, a municipal corporation (the
8
"City"), the Inland Valley Development Agency, a joint powers authority organized and
9
existing under the laws of the State of California (the "IVDA") and the Redevelopment Agency
of the City of San Bernardino, a public body corporate and politic (the "Agency") have
10
11
previously entered into an agreement entitled "1999 Redevelopment Corporation Agreement"
12
dated as of July 12, 1999, pursuant to which the City, the IVDA and the Agency have initiated
14
the redevelopment of a portion of the Inland Valley Redevelopment Project Area referred to in
the 1999 Redevelopment Cooperation Agreement as the "Agency Implementation Area" and
15
which area has since been referred to by the Agency as the "HUB Project;" and
16
WHEREAS, the Agency has entered into a Disposition and Development Agreement
dated as of May 2 I, 200 I, with SBT Partners, LLC, a California limited liability company (the
17
"Developer") and an Owner Participation Agreement dated as of September 17,2001 with In-
18
N-Out Burgers, Inc., a California corporation ("In-N-Out") for the implementation of the
19
commercial shopping center portion of the HUB Project; and
20
21
WHEREAS, the implementation of the HUB Project will confer substantial benefits on
the City and the IVDA in terms of eliminating conditions of blight which affect the site of the
HUB Project and nearby lands and in terms of providing for necessary public street and public
22
23
street traffic circulation improvements which will foster the redevelopment of lands adversely
affected by the closure of the former Norton Air Force Base; and
1//
-1-
P:\Agendas\Resolulion.\ReS<lluliofls\2003\OJ-07.07 Rdv CO<Jp Fin Agrml MCC RC$odoc
.
12
.13
.25
WHEREAS, the HUB Project will also provide the City with a substantial source of new
2
tax revenues when the prime tenant of the HUB Project (Sam's Club) relocates and expands its
facility from its existing location on Hospitality Lane in the Tri City Redevelopment Project of
3
4
the Agency to the HUB Project site; and
5
WHEREAS, the Agency will incur certain costs, described below as the "HUB Project
6
Indebtedness" in connection with the acquisition of lands necessary for the new public street
7
right-of-way improvements associated with the HUB Project as well as the costs of planning
8
and assembly of lands and the relocation of businesses and households from the HUB Project
site for reuse and redevelopment by the Developer and In-N-Out as part of the HUB Project;
9
and
10
11
WHEREAS, the Agency does not presently have a source of tax increment revenues
from the HUB Project or from other funds to repay the HUB Project Indebtedness; and
WHEREAS, the IVDA has previously designated the City to serve as the "lead agency,"
as that term is defined in the California Environmental Quality Act of 1970, as amended
14
("CEQA), for the purpose of conducting an environmental review of the HUB Project; and
] 5
WHEREAS, the City has certified a Final Environmental Impact Report as of May 21,
200 I for the HUB Project, in accordance with CEQA; and
16
]7
WHEREAS, the City and Agency have entered into a Harriman Place Improvement
18
Project Acquisition, Construction and Financing Agreement dated May 21, 2001 as amended
(the "Harriman Place Improvement Agreement"); and
]9
20
WHEREAS, the City shall incur certain costs in connection with the construction of new
21
public street improvements in Harriman Place, in Laurelwood Drive, and in Tippecanoe
22
A venue; and
23
WHEREAS, the City now forecasts that the costs for new public street improvement
24
construction will exceed its original estimates by more than $900,000; and
/II
o
-"-
P'\Agendas\Resolulion.lRc,oluljt'lns\1003\03-07-07 Rd, Coop Fill Agrml MCC Resodoc
.1
WHEREAS, the Agency desires to loan $900,000 to the City from proceeds of a
2
California Infrastructure and Economic Development Bank loan as described in the Harriman
3
Place Improvement Agreement.
4
WHEREAS, there has been presented to the Mayor and Common Council a proposed
Redevelopment Cooperation, Financing and Loan Agreement (HUB Project) by and between
5
6
the Agency and the City (the "Agreement") pursuant to which the City will lend redevelopment
7
financing assistance to the Agency each year for the term of the Agreement in a total amount
8
not to exceed Six Million Nine Hundred Thousand Dollars ($6,900,000) to assist the Agency in
repaying the HUB Project Indebtedness; and
9
10
WHEREAS, it is appropriate for the Mayor and Common Council to take action with
11
respect to the Agreement, as set forth in this Resolution.
NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED
12
. BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS
13
24
e25
FOLLOWS:
14
The recitals set forth above are true and correct.
Section 1.
15
The Mayor and Common Council hereby approve the Agreement as on
Section 2.
16
file with the City Clerk.
17
Section 3.
The Mayor is hereby authorized to execute the Agreement on behalf of
18
the City in substantially the form attached hereto, together with such technical and conforming
changes therein as may be approved by the Mayor and City Attorney. The Mayor, or such other
designated representative of the City is further authorized to do any and all things and take any
and all actions as may be deemed necessary or advisable to effectuate the purposes the
19
20
21
22
Agreement.
23
Section 5. This Resolution shall take effect upon its adoption and execution in the
manner as required by the City Charter.
11/
-3-
P:\Agendas\R~solullons'Re>olulions\200)\03.07-07 Rd\' Coop Fkn Agrml MCC Relo,doc
el
12
eI3
21
22 By:
23
24
-25
2
RESOLl'TION OF THE '\fA YOR A\D COI\I'\IO'\ COUNCIL OF THE
CITY OF SAN BERNARDI\O APPROVING THAT CERTAI;,\;
REDEVELOP:\lE'\'T COOPERATION, FINA:\'CI;\IG A'\'D LOAN
AGREEME'\'T BY AI\D BETWEE:\I THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO AND THE CITY OF SAN
BERNARDINO, CALIFORNIA
3
4
5
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
6
Common Council of the City of San Bemardino at a
meeting thereof, held on the
7
day of
,2003, by the following vote to wit:
8
Council Members:
Am
l\'ay~
Abstain
Absent
9
ESTRADA
LONGVILLE
MCGIJ\~IS
DERRY
SUAREZ
ANDERSON
MC CAMMACK
10
II
14
15
16
Rachel G. Clark, CIty Clerk
17
The foregoing resolution is hereby approved this
day of
,2003.
18
19
20
Judith Valles, Mayor
City of San Bemardino
Approved as to Form and Legal Content:
~t ~ - bPA LM..,j (., ~t.
City Attomey
..)o-r~,
h-~
-4-
f' '.Agcnda~'.Rc>oluILon~'Re,,~lul'ons 200J".03.(!7-0~ Rd,- Cnop Ftn Agrml Mee Rcs{l doc
.
CITY OF SAN BERNARDINO
AND
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
REDEVELOPMENT COOPERATION, FINANCING AND LOAN
AGREEMENT
(HUB Project)
THIS REDEVELOPMENT COOPERATION, FINANCING
AND LOAN AGREEMENT (the "Agreement") is dated as of
2003, by and between the Redevelopment
Agency of the City of San Bernardino, a public body,
corporate and politic (the "Agency") and the City of
San Bernardino, California, a municipal corporation
(the "City"), and is entered into in light of the
facts set forth in the following Recital paragraphs:
- RECITALS -
.
WHEREAS, the Inland Valley Development
Agency (the "IVDA"), the City and the Agency have
previously entered into an agreement entitled "1999
Redevelopment Cooperation Agreement", dated as of July
12, 1999, pursuant to which the IVDA, the City and the
Agency have initiated the redevelopment of a potion of
the Inland Valley Redevelopment proj ect Area referred
to in the 1999 Redevelopment Cooperation Agreement as
the "Agency Implementation Area" and which area has
since been referred to by the Agency as the "HUB
Project" as shown in Exhibit "A"; and
WHEREAS, the IVDA has previously designated the
Ci ty to serve as the "lead agency" as this term is
defined in the California Environmental Quality Act of
1970, as amended, ("CEQA") for the purpose of
conducting an environmental review of the HUB Project;
and
WHEREAS, the City has
Environmental Impact Report as
"FEIR") for the HUB proj ect, in
and
certified
of May 21,
accordance
a Final
2001 (the
with CEQA;
.
WHEREAS, the HUB Project, as analyzed in the FEIR
includes the following key elements:
7/J/OJb-jbh
10f9
.
(i) the realignment and construction of a new
public street improvement project referred to in
the FEIR as the Harriman Place Improvement
Project;
(ii) the assembly and acquisition of
street right-of-way for the Harriman
Improvement Project;
public
Place
(iii) the assembly of land for the redevelopment
of a new commercial retail shopping center to be
undertaken by the Developer and In-N-Out;
(i v) the assembly and exchange of lands for the
redevelopment of a restaurant by In-N-Out as an
owner participant in the HUB Project; and
.
WHEREAS, the Agency has entered into a
Disposition and Development Agreement, dated as of May
21, 2001, with SBT Partners, LLC, a California limited
liability company (the MOeveloperH) and the Agency has
also entered into an Owner Participation Agreement,
dated as of September 17, 2001, with In-N-Out Burgers,
Inc., a California corporation (MIn-N-OutH) for the
implementation of the commercial shopping center
portion of the HUB Project; and
WHEREAS, the implementation of the HUB Project
shall confer substantial benefits on the City and the
IVDA In terms of eliminating conditions of blight
which affect the site of the HUB Project and nearby
lands and in terms of providing for necessary public
street and public street traffic circulation
improvements which will foster the redevelopment of
the lands adversely affected by the closure of the
former Norton Air Force Base; and
.
WHEREAS, the HUB Project shall also provide the
City with a substantial source of new tax revenues
when the prime tenant of the HUB proj ect (Sam's Club)
relocates and expands its facility (the MNew StoreH)
from the current address on Hospitality Lane in the
Tri City Redevelopment Project of the Agency, to the
HUB Project Site; and
WHEREAS, the
described below as
Agency shall incur certain costs,
the MHUB Project IndebtednessH, in
7/l/0lb-jbh
20f9
.
connection with the acquisition of lands necessary for
the new public street right-of-way improvements
associated with the HUB Project as well as the costs
of planning and assembly of lands and the relocation
of businesses and households from the HUB Project site
for reuse and redevelopment by the Developer and In-N-
Out as part of the HUB Project; and
WHEREAS, the Agency does not presently have a
source of tax increment revenues from the HUB Project
or from other funds to repay HUB Project Indebtedness
and it is necessary for the City and the Agency to
enter into this Agreement in order for the Agency to
repay the HUB Project Indebtedness as may hereafter be
incurred by the Agency in connection with the HUB
Project; and
.
WHEREAS, the
Harriman Place
Construction and
2001 as amended
Agreement"); and
City and Agency have entered into a
Improvement Project Acquisition,
Financing Agreement dated May 21,
(the "Harriman Place Improvement
WHEREAS, the City shall incur certain costs in
connection with the construction of new public street
improvements in Harriman Place, in Laurelwood Drive,
and in Tippecanoe Avenue; and
WHEREAS, the City now forecasts that the costs
for new public street improvement construction will
exceed its original estimates by more than $900,000;
and
WHEREAS, the Agency desires to loan $900,000 to
the City from proceeds of a California Infrastructure
and Economic Development Bank loan as described in the
Harriman Place Improvement Agreement.
NOW, THEREFORE, THE CITY AND THE AGENCY
HEREBY AGREE AS FOLLOWS:
.
Section 1. (a. ) The
authorizes the Agency to incur an
respect to the HUB Proj ect
Indebtedness") which is payable by the
City hereby
indebtedness with
("HUB Project
Agency in whole
7/3/03b.jbb
30[9
.
or in part from the proceeds of the assistance to be
provided to the Agency as set forth in Section 2 in an
amount not to exceed the sum of Six Million Dollars
($6,000,000) . The Agency may incur indebtedness with
respect to the HUB proj ect in excess of the sum of
$6,000,000 but such additional Agency indebtedness for
the HUB Project shall not be payable from any City
Assistance provided hereunder. For the purposes of
this Agreement, the words "HUB proj ect Indebtedness"
mean and include any obligation which the Agency may
undertake to payor discharge under each of the
following agreements relating to the HUB Project:
(i) the Harriman Place Improvement Agreement by
and between the City and the Agency;
(ii) the Disposition and Development Agreement by
and between the Developer and the Agency;
(iii) the Owner Participation Agreement by and
between In-N-Out and the Agency;
.
(iv) the 1999 Redevelopment Cooperation Agreement
by and between the City, the IVDA and the
Agency;
(v) the Condemnation Memorandum by and between
the IVDA and the Agency;
(vi) one or more loan agreements by and between
the San Bernardino Public Financing
Authority and the Agency relating to the HUB
Proj ect.
Except that the total amount of such "HUB Project
Indebtedness" will be reduced by the total amount of
all funds obtained from federal sources that are
applied by the Agency to payor discharge any
obligation under any of the above listed agreements in
this Section 1.
.
(b.) The Agency hereby agrees to loan and
the City hereby undertakes to borrow Nine Hundred
Thousand Dollars ($ 900,000) without interest (the
"Agency Loan") for the purpose of completing the
construction of new public street improvements in
Harriman Place, Laurelwood Drive, and Tippecanoe
7/3/03b-jbh
40f9
~.
.
Avenue as described in the Harriman Place Improvement
Agreement. The source of funds for the Agency Loan is
proceeds from the California Infrastructure and
Economic Development Bank Loan as described in the
Harriman Place Improvement Agreement (the "CIEDB
Proceeds") .
Section 2. (a.) Subject to the terms and
conditions of this Agreement, the City agrees to
provide redevelopment financing assistance to the
Agency (the "City Assistance") each year for the term
hereof in the total amount not to exceed:
(i) Six Million Dollars ($6,000,000) for the
Agency's HUB Project Indebtedness, and
(ii) Nine Hundred Thousand Dollars
($900,000) to repay the Agency Loan. The source of
funds of the City to provide the Agency with City
Assistance each year is the City's General Fund.
.
The City shall disburse the proceeds of the City
Assistance in annual installments (each a "City
Assistance Advance"), from the City's General Fund.
The Agency shall use and apply each City Assistance
Advance to restore the CIEDB Proceeds and/or to repay
HUB Project Indebtedness.
.
Section 3. The City and the Agency each
acknowledge, understand and intend that the obligation
of the City to pay each City Assistance Advance to the
Agency each year during term of this Agreement shall
constitute a current expense of the City to support
the HUB Project. The obligation of the City to provide
City Assistance Advances to the Agency each fiscal
year during the term of this Agreement is expressly
acknowledged by the Agency to be a special and limited
obligation of the City payable solely from the funds
described in Section 4, in each fiscal year subject to
annual appropriation by the City. Furthermore, the
obligation of the City to the Agency as arises under
this Agreement during each fiscal year shall not in
any way be construed to be a debt of the City in
contravention of any applicable constitutional
restriction of the State concerning the creation of
indebtedness by the City, nor shall anything contained
in this Agreement be deemed to constitute a pledge of
the general tax revenues, funds or monies of the City.
7/J/OJb-jbh
50f9
.
Section 4.
(a) Each year, subject to annual
appropriation by the City, the City Assistance Advance
shall be paid by the City to the Agency. The initial
City Assistance Advance shall occur on the December 1
next following the first July 1 which occurs after the
date on which the New Store is open for business to
the general public the amount determined in accordance
with Section 4 (b) . On each December 1, after such
initial City Assistance Advance during the remainder
of the term of this Agreement, the City shall pay a
City Assistance Advance to the Agency in the amount
determined in accordance with the formula set forth in
Section 4 (b) .
(b) The sum to be paid by the City
Ci ty Advance on each described December 1 during
term of this Agreement shall be determined
accordance with the following formulas:
as a
the
in
.
(i.) Beginning with the initial City Assistance
Advance and continuing for each City Assistance
Advance thereafter until the Agency Loan is repaid in
full, the formula for calculating the amount of the
City Assistance Advance shall be:
A'l - (350, 000 + C2/) City Assistance Advance amount
to be transferred each fiscal year
until the Agency Loan is repaid.
y
"A" = the aggregate amount of the total of the Transient Occupancy Tax
paid to the City plus the retail sales and use taxes paid to the City,
if any, pursuant to Part 1.5 (commencing with Section 7200) of Division
2 of the Revenue and Taxation Code from businesses situated in the
Agency Implementation Area during the four (4) calendar year quarters
ending on the March 30 preceding the December 1 date on which the
calculation set forth in Section 4 (b) is made. This calculation shall
be made annually during the term of this Agreement.
.
?J
"e" the amount of scheduled asset transfer lease payments
(principal and interest), if any, payable by the City under the term of
the $2.0M loan agreement, approved by the State of California in
September 2001, subject to final execution, by and between the City and
the State of California Infrastructure and Economic Development Bank,
during the four (4) calendar year quarters ending on the March 30
preceding the December 1 date on which the calculation set forth in
7/J/OJb-jbh
60f9
.
(ii.) After the City has repaid the Agency Loan in
full, the formula for City
Assistance Advances shall be:
A - (350,000 + C)
2
City Assistance Advance amount
to be transferred each fiscal year
after the Agency Loan is repaid in
full.
(c) Provided the New Store opens for
business to the general publ ic, the Ci ty reasonably
believes that funds shall be available each year for
the payment of each City Assistance Advance. In any
year in which the application of the formula set forth
in Section 4(b) produces a figure of $-0- or less, no
City Assistance Advance shall be paid by the City to
the Agency.
.
Section 5. The Agency shall use and
apply each City Assistance Advance payment to restore
the CIEDB Proceeds and/or to pay indebtedness of the
Agency as incurred in connection with the HUB Project.
The Agency and the City hereby agree that the Agency
shall have no obligation to repay City Assistance
Advances to the City.
.
Section 6. Subject to annual
appropriation by the City, the City shall pay the City
Assistance Advance to the Agency each year upon
receipt of a written invoice from the Agency which
states that the Agency shall use and apply the City
Assistance Advance to restore the CEIDB Proceeds
and/or to repay HUB proj ect Indebtedness. Each such
written invoice of the Agency shall set forth the
current balance of the Agency Loan and the HUB Project
Indebtedness and the Agency shall provide the City
with a suitably detailed accounting of the HUB Project
Indebtedness each year during the term of this
Agreement. Upon request by the Agency, the City shall
provide the Agency with a suitably detailed accounting
of the application of the formula set forth in Section
4 (b) to the amount transferred by the City to the
Section 4 {bl is made. This calculation shall be made annually during
the term of this Agreement.
7/J/OJb-jbh
70f9
.
Special Fund each year during the term of this
Agreement.
Section 7. This
terminate on the earlier to occur
Agreement
of:
shall
Ii) December 1,
Ci ty Assistance Advance
December 1, 2022; or
2023 and the payment of the
amount, if any, due as of
Iii) the receipt by the Agency of an
aggregate amount of Six Million Dollars ($6,900,000)
in City Assistance Advances made by the City to the
Agency hereunder or the HUB proj ect Indebtedness and
Agency Loan are repaid in full to the Agency,
whichever is less.
.
Section 8. This Agreement shall take
effect from and after the date of adoption and
approval by the Common Council and the Community
Development Commission as the governing board of the
Agency pursuant to official action of the governing
bodies thereof and shall be effective for the period
of time provided in Section 7.
.
III
III
III
III
III
III
III
III
III
III
III
III
III
III
III
III
III
III
III
III
III
III
7/3/0Jb-Jbh
80f9
.
.
.
IN WITNESS WHEREOF, the parties hereto have
entered into this Agreement as of the date first above
written.
CITY
City of San Bernardino
By:
Judi th Valles,
Mayor of the City of San
Bernardino
APPROVED AS TO FORM:
City Attorney
AGENCY
Redevelopment Agency of the
City of San Bernardino
By:
Executive Director
APPROVED AS TO FORM
AND CONTENT:
Agency Counsel
.
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EXHIBIT "A"
. ,
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted):
'1 -'I .03
"
(2.'2. " A
Item #
.~,
Abstain
Nays
Vote:
Ayes I. "',
Change to motion to amend original documents: ..-
Reso. # On Attachments: - Contract term: -
Note on Rcsolution of Attachment stored separately: ..:==--
Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY
Date Sent to Mayor: f}.<;.o~
Date of Mayor's Signature: f) - ....i. u ~)
Date ofClerk/CDC Signature: '-'(J'e'""
Resolution #
-b
(' DC /2CX) 3 - dS
Absent (.
NulllVoid After: -
By: -
Reso, Log Updated: ,,/"
Seal Impressed: ./
See Attached: Date Returned:
--_.._.__._~
Date Memo/Letter.S'ellt..fQLSignalllre.:--------
-.--..--.-....,
60 Day Reminder Letter Sent on 30th day:
90 Day Reminder Letter Sent on 45th day:
See Attached:
See Attached:
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92.389):
Copies Distributed to:
City Attorney
Parks & Rec,
Code Compliance
Dev. Services
Public Services
Water
Police
Notes:
Yes ./ No ByL~
Yes No.L.. ~
Yes No ;/ By
Yes No ,/ By
Yes No /
EDA ,/
Finance
MIS
Others:
BEFORE FILING, REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE
YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term, etc.)
Ready to File: _
Date:
Revised 01/12/0 I
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted): '1- -,-0 S Item # l'- 2 II ~
Vote: Ayes 1- So, f'J Nays .-t::J Abstain
Change to motion to amend original documents:
Resolution # 'LCD 3 - I <j 0
'V Absent C
Reso. # On Attachments: ----=--=----- Contract term:
Note on Resolution of Attachmeut stored separately: -=--
Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY
Date Sent to Mayor:
/). cl -()3
Date of Mayor's Signature: '-;, - c-\.O:..)
Date of Clerk/CDC Signature: :1- Ie) 'u>)
Date-MelI1-Q/he,,!e-,-~_~~t for Signature:
60 Day Reminder Letter S-';nt oii3oTh dA].
90 Day Reminder Letter Sent on 45th day:
See Attached:
See Attached:
See Attached:
-----
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413,6429,6433, 10584,10585, 12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Copies Distributed to:
City Attorney /
Parks & Reo-
Code Compliance Dev. Services
Police Public Services Water
Notes:
NullNoid After: -
By: -
Reso. Log Updated: ,./'
Seal Impressed:
./
Date Returned: -
Yes v"
By -+--
By_
By_
By_
Bj-
No
Yes
Yes
Yes
Yes
No~
No ,/
No ./
No /
EDA /'
Finance
MIS
Others:
BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE
YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.)
Ready to File: _
Date:
Revised 01112/01