HomeMy WebLinkAboutR38-Economic Development Agency
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ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM:
Gary Van Osdel
Executive Director
SUBJECT:
2002 REDEVELOPMENT PARTICIPATION
AGREEMENT - LAMESA RV CENTER, INC.,
(CENTRAL CALIFORNIA) AND CITY OF SAN
BERNARDINO AND REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO
REDEVELOPMENT COOPERATION AND
FINANCING AGREEMENT (LAMESA RV
CENTER, INC., (CENTRAL CALIFORNIA))
DATE:
April 4, 2002
Or'~' ::~I~L
I ~ ~ 'w I
Svnonsis of Previous Commission/Council/Committee Action(s):
Recommended Motion(s):
(Communitv Develonment Commission)
MOTION A: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION APPROVING A CERTAIN
REDEVELOPMENT PARTICIPATION AGREEMENT BETWEEN THE REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO AND LAMESA RV CENTER, INC., (CENTRAL
CALIFORNIA)
MOTION B: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF 'THE CITY OF SAN
BERNARDINO APPROVING A CERTAIN REDEVELOPMENT COOPERATION AND FINANCING
AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO AND THE CITY OF SAN BERNARDINO, CALIFORNIA (LaMesa RV Center, Inc., -
Redevelopment Cooperation and Financing Agreement)
(Motion(s) Continned to Next Pa!!e...)
Contact Person(s):
Gary Van Osdel
South Valle
Phone:
Project Area(s)
Ward(s):
(909) 663-1044
Three (3)
Supporting Data Attached:
o Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letters
FUNDING REQUIREMENTS
Amount: $
N/A
Source:
SIGNATURE:
Budget Authority:
N/A
N/A
Commission/Council Notes:
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~_~_~_:-_~_?:L_____________m_m_m______________________________m_m_m_________________m_____________m_m______________m
GVO:lag:AGENDA-CDC COMMISSION MEETING AGENDA
Meeting Date: 04/15/2002
Agenda Item Number: e;;)~
Request for Commission/Couucil Action
2002 Redevelopment Participation Agreement - LaMesa R V
April 4, 2002
Page Number -2-
Recommended Motion(s) Continued:
(Mavor and Common Council)
MOTION C: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO APPROVING A CERTAIN REDEVELOPMENT
COOPERATION AND FINANCING AGREEMENT BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE
CITY OF SAN BERNARDINO, CALIFORNIA (LaMesa RV Center, Inc., -
Redevelopment Cooperation and Financing Agreement)
GVO:lag:AGENDA-CDC
COMMISSION MEETING AGENDA
Meeting Date: 04/15/2002
Agenda Item Number:
'-
Economic Development Agency Staff Report
Redevelopment Participation Agmt - La Mesa RV
April 4, 2002
Page Number -2-
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ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
2002 Redevelopment Participation Al!reement - LaMesa RV Center. Inc.. (Central California)
and City of San Bernardino and Redevelopment Al!encv of the City of San Bernardino Redevelopment
Cooperation And Financinl! Al!reement (LaMesa RVCenter. Inc.. (Central California))
BACKGROUND
In January of this year, LaMesa RV Center, Inc., ("LaMesa") approached the Redevelopment Agency
(the "Agency") regarding an interest in pursuing a deal to locate an RV dealership in San Bernardino,
preferably at the vacated House2Home site located at 101 Redlands Boulevard in the South Valle
Redevelopment Project Area. Based on the statement of interest by LaMesa, Agency staff contacted
representatives of the owner of the House2Home site regarding the potential deal and to encourage a
follow-up contact.
It is important to note that LaMesa has been in business since 1972 and currently operates out of three
locations in California and five in Arizona. With corporate headquarters in SanDiego, LaMesa is the
world's largest Winnebago Industries dealer and is this country's largest RV dealer west of the
Mississippi.
LaMesa has proposed to lease the House2Home site with option to purchase and to convert the
100,000 square foot building located thereon into an indoor showroom for RV sales and service.
According to LaMesa, use of the building for showroom purposes would be a unique concept in the
RV industry and would help promote sales throughout the year, with weather no longer being a
deterrent to would be customers. LaMesa is a neighbor of Camping World in several of its locations
and anticipates complementing the local Camping World location and helping to increase sales from
that store. According to LaMesa officials, the San Bernardino site would draw customers from
throughout the greater Los Angeles and Inland Empire areas and would compete directly with the
"RV Malls" in neighboring communities. Based on the pro-forma forecast of projected revenues and
expenses provided by LaMesa, the estimated sales from the proposed site would approach $50
million in the first year increasing to $90 million by year five.
As part of Agency due diligence on the LaMesa proposal, staff requested the firm of Keyser Marston
Associates Inc., ("KMA") to review said proposal along with the pro-forma forecast of projected
revenues and expenses. On February 7, 2002, the KMA report was received by Agency staff.
According to Jim Rabe ofKMA, his firm was aware that San Bernardino would be competing with at
least two other cities for a LaMesa location. In review of the sales projections for the San Bernardino
---------------_.-----------------------------------~------------------------------------------.---------------------------------------------------
GYO:lag:AGENDA-CDC
COMMISSION MEETING AGENDA
Meeting Date: 04/15/2002
Agenda Item Number:
Economic Development Agency Staff Report
Redevelopment Participation Agmt - La Mesa RV
April 4, 2002
Page Number -3-
site, Mr. Rabe indicated that the projections seemed reasonable based on their sale performances at
their other stores and with the sales recorded. by other dealers in the Inland Empire. Mr. Rabe
provided sales projections for years 6 through 10 which estimate a projected sales total of
approximately $106 million for the tenth year of operations.
LaMesa's willingness to commit is predicated upon the following contingencies: (1) an acceptable
lease agreement, (2) City approval of use and improvement plans and the issuance of applicable
permits and (3) an acceptable incentive package.
To date, LaMesa has negotiated a tentative lease agreement with the owners of the site, Home Club
Ventures Ltd., calling for monthly lease payments of approximately $60,000 per year with a three
year purchase option of $6,650,000. On March 6, 2002, representatives of LaMesa presented their
plans to the City's Economic Development Action Team (EDAT) for review and comment. Based on
the EDAT meeting, the following determinations were made: (1) the proposed use of the site is an
allowable use but a Conditional Use Permit (CUP) will be required; (2) to expedite processing the
CUP application, the City's planning consultant, Terra Nova Planning and Research, will handle the
project; and (3) to enable LaMesa to occupy the site at the beginning of "the season" but prior to
receipt of the CUP, a Temporary Use Permit would be necessary. As of March 18, 2002, an
acceptable incentive plan had been agreed to by representatives of LaMesa and the Community
Development Commission, and Agency staff had been directed to prepare the necessary
redevelopment agreements.
On April 1, 2002 a Temporary Use Permit for the site was issued to LaMesa by the City's
Development Services Department. The Temporary Use Permit will be valid through June 22, 2002,
or until approval ofa CUP. On April 3, representatives of LaMesa confirmed their acceptance of the
terms and conditions of the proposed Redevelopment Participation Agreement. It is anticipated that
the Planning Commission will review the CUP request at a May 2002 public hearing.
CURRENT ISSUE:
The proposed Redevelopment Participation Agreement between the Agency and LaMesa is a ten year
agreement that calls for the Agency to remit from legally available funds an annual employment
subsidy to LaMesa based on a site employment index which correlates the amount of sales and use
tax generated with the number of employees required to generate such sales and use taxes. The "site
employment index" refers to the total amount of sales and use taxes paid to the City from the sales or
lease ofRVs from the proposed LaMesa location in excess of $200,000 in each accounting year. The
"employment subsidy" is to be determined by multiplying the site employment index for each
accounting year by the following percentages for each respective accounting year for sales taxes in
excess of $200,000 each year.
GYO:lag:AGENDA-CDC
COMMISSION MEETING AGENDA
Meeting Date: 04/15/2002
Agenda Item Number:
-,-
Economic Development Agency Staff Report
Redevelopment Participation Agmt - La Mesa RV
April 4, 2002
Page Number -4-
Accounting Year 1 - 40%
Accounting Year 2 - 50%
Accounting Year 3 - 55%
Accounting Year 4 - 60%
Accounting Year 5 - 65%
Accounting Year 6 - 65%
Accounting Year 7 - 70%
Accounting Year 8 - 70%
Accounting Year 9 - 75%
Accounting Year 10 -75%
Under the proposed Redevelopment Participation Agreement, in exchange for the creation and
maintenance of a certain specified number of new jobs by LaMesa, the Agency will begin annual
disbursement of the employment subsidy to LaMesa on the thirtieth calendar day following each of
the first through the tenth anniversaries of the opening date.
In order for the Agency to meet its obligations pursuant to the Redevelopment Participation
Agreement, it is necessary for both the Commission and the Mayor and Common Council to approve
an agreement by and between the Agency and City whereby the City will transfer to the Agency on
an annual basis those amounts required by the Redevelopment Participation Agreement to be paid to
LaMesa as the employment subsidy. The Agency is without any other source of funds from which to
remit the employment subsidy to LaMesa and Agency and City staffs have negotiated the
arrangements contained in the proposed Redevelopment Cooperation and Financing Agreement.
Approval and execution of the attached form of the Redevelopment Cooperation and Financing
Agreement will assure that the Agency is able to fully meet its financial obligations to LaMesa
pursuant to the Redevelopment Participation Agreement, and the City General Fund will be benefited
by the new sales activities and the jobs generated by LaMesa within the City. The payments to be
remitted by the City to the Agency under the Redevelopment Cooperation and Financing Agreement
are entirely new moneys to the City General Fund that would not have been available to the City but
for the Agency commitment to enter into the Redevelopment Participation Agreement with LaMesa.
ENVIRONMENTAL DETERMINATION:
The proposed activity is exempt pursuant to Section 15301 ofCEQA
FISCAL IMP ACT
No fiscal impact to the Economic Development Agency; all funds necessary to implement this
Agreement will be obtained through the Redevelopment Cooperation and Financing Agreement with
the City
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GVO:lag:AGENDA-CDC
COMMISSION MEETING AGENDA
Meeting Date: 04/15/2002
Agenda Item Number:
.,
,
Economic Development Agency Staff Report
Redevelopment Participation Agmt - La Mesa RV
April 4, 2002
Page Number -5-
RECOMMENDATION
That the Community Development Commission and Mayor and Common Council adopt the attached
Resoluf
Gary yin Osdel
Ex~tive Director
GYO:lag:AGENDA-CDC
COMMISSION MEETING AGENDA
Meeting Date: 04/15/2002
Agenda Item Number:
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RESOLUTION NO.
RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION APPROVING A CERTAIN REDEVELOPMENT
PARTICIPATION AGREEMENT BETWEEN THE REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO AND LAMESA RV
CENTER, INC., (CENTRAL CALIFORNIA)
WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency")
has been presented with a proposal to enter into a certain 2002 Redevelopment Participation
Agreement with LaMesa RV Center, Inc., ("LaMesa"), for the purpose of increasing
employment opportunities, encouraging redevelopment activities and economic development
within the South Valle Redevelopment Project Area of the Agency; and
WHEREAS, the implementation of said 2002 Redevelopment Participation Agreement
will encourage the goals and objectives of the Agency by providing employment opportunities
for the residents of the City of San Bernardino, California (the "City"), and the South Valle
Redevelopment Project Area for which the Agency shall remit certain annual employment
subsidy payments to LaMesa based upon the index of financial benefits accruing to the City
calculated upon the financial performance of the proj ect identified in the 2002 Redevelopment
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Participation Agreement; and
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WHEREAS, the Agency is required pursuant to the 2002 Redevelopment Participation
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Agreement to remit certain payments to LaMesa related to the number of employment
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opportunities generated by the new sales location within the South Valle Redevelopment Project
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Area based upon an index of financial performance of LaMesa which has a direct positive
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financial benefit upon the City General Fund; and
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WHEREAS, the Commission deems it desirable to approve and authorize for execution
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the form ofthe 2002 Redevelopment Participation Agreement by and between the Agency and
LaMesa substantially in the form as attached hereto for the purpose of encouraging
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redevelopment activities and economic development and providing increased employment
2 opportunities all as further set forth in the 2002 Redevelopment Participation Agreement.
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NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION, AS
THE GOVERNING BODY OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
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BERNARDINO, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
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Section 1. The Commission hereby finds and determines that the recitals as contained
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herein are accurate and correct in all respects.
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Section 2. The Commission hereby approves the form ofthe 2002 Redevelopment
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Participation Agreement substantially in the form as attached hereto with such additional
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changes and modifications as deemed necessary by the City Attorney to implement the intent of
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this Resolution and said 2002 Redevelopment Participation Agreement.
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Section 3. The Commission hereby authorizes the execution of the final form of the
2002 Redevelopment Participation Agreement by the Agency Chairperson or Executive
Director and the Agency Secretary when such final form thereof has been presented for
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execution by the City Attorney.
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Section 4. The approval, execution and implementation of the 2002 Redevelopment
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Participation Agreement does not constitute a "Project" within the provisions or meaning of the
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California Environmental Quality Act of 1970, as amended ("CEQA"), and no environmental
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review is required in connection with the approval, execution and implementation of the 2002
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Redevelopment Participation Agreement in the manner and with the limitations as set forth
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therein limiting the liability of the Agency with respect to CEQA and the approval of the 2002
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Redevelopment Participation Agreement.
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Section 5. This Resolution shall take effect from and after the date of adoption and shall
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not be repealed or amended to adversely affect the rights of the parties thereto so long as the
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2002 Redevelopment Participation Agreement remains in effect and requires performance
obligations oftbe parties.
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
APPROVING A CERTAIN REDEVELOPMENT PARTICIPATION
AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO AND LAMESA RV CENTER, INC.,
(CENTRAL CALIFORNIA)
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, held on the day of , 2002, by the following vote to wit:
Commission Members:
Aves
Navs
ESTRADA
LIEN
MCGINNIS
DERRY
SUAREZ
ANDERSON
MC CAMMACK
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The foregoing resolution is hereby approved this
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Approved as to form and Legal Content:
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By:
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p:\development dept\lisa\resolutions\1
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Abstain
Absent
Secretary
day of
,2002.
Judith Valles, Chairperson
Community Development Commission
City of San Bernardino
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REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
2002
REDEVELOPMENT PARTICIPATION AGREEMENT
(LaMesa RV Center, Inc. (Central California))
THIS 2002 REDEVELOPMENT PARTICIPATION AGREEMENT (LaMesa RV
Center, Inc. (Central California)) (this "Agreement") is dated as
of April 15, 2002, and is entered into by and between LaMesa RV
Center, Inc., a California corporation (the "Participant") and
the Redevelopment Agency of the City of San Bernardino, a public
body corporate and politic, exercising governmental functions and
powers, and organized and existing under the Community
Redevelopment Law of the State of California, Health and Safety
Code Sections 33000, et seq. (the "Agency").
FOR GOOD AND VALUABLE CONSIDERATION, THE
SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, AND
PROMISES AND COVENANTS OF THE PARTIES SET FORTH
PARTICIPANT AND THE AGENCY HEREBY AGREE, AS FOLLOWS:
RECEIPT AND
THE MUTUAL
HEREIN, THE
SECTION 1. Purpose of Agreement. The purpose of this
Agreement is to provide for the redevelopment and economic reuse
of certain lands (the "Site") and the creation of jobs within the
City by the Participant. The Site is more particularly described
in Attachment "A" to this Agreement, which is incorporated herein
by this reference. The Participant shall acquire a leasehold
interest in the Site, with an option to purchase the Site in the
future, and shall design, construct and finance certain
improvements on the Site, which upon completion, shall be
suitable for operation by the Participant as a regional retail
sales and service facility for new recreational vehicles (the "RV
Store") .
SECTION 2. Defined Terms. In addition to the
certain terms that are defined in other sections
Agreement, the following words and phrases are used
Agreement, as follows, unless the particular context of
a word or phrase requires another interpretation:
usage of
of this
in this
usage of
(a) "Accounting Year" means and refers to the twelve
calendar month time period commencing on the Opening Date and,
thereafter, each successive twelve calendar month period, with
the last Accounting Year ending on the tenth (loth) anniversary
of the Opening Date.
582002:9967.2
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(b) "City" means the City of San Bernardino.
(c) "New Jobs" means and refers to an aggregate number of
not less than forty (40) new hourly wage, salary or commissioned
employment positions to be created by the Participant on the Site
and, thereafter, maintained, as set forth in Section 10 of this
Agreement.
(d) "New Job" means and refers to each of the hourly wage,
salary or commissioned employment position work descriptions of
each of the employees of the Participant whose work position at
the Site is eligible to be included among the New Jobs for the
purpose of satisfying the New Jobs covenant of the Participant
set forth in Section 10 of this Agreement.
(e) "Opening
opened for retail
public, which date
Date" means the date on which the RV Store is
sales business on the Site to the general
shall be on or before August 1, 2002.
(f) "Permitted Transfer" means and refers to any of the
following types of Transfers by the Participant, where the person
or entity to which such Transfer is made, expressly assumes the
obligations of the Participant under this Agreement in a written
instrument satisfactory to the Agency:
(1) Any Transfer of
Participant that does not
operational control of the Site
stock
change
or the
or equity of
the management
RV Store;
the
or
(2) Any Transfer of any interest in the Participant,
irrespective of the percentage of ownership, or the
Participant's interest in the Site (i) to any other owner of
any interest in the Participant; or (ii) to any affiliate of
or other entity related to the Participant, or (iii) to any
other entity in which any holder of an interest (including
any beneficial interest) in the Participant is a manager, a
shareholder or member (including a beneficial participant);
and
(3) Any Transfer by the Participant of an interest
in one or more of the franchise agreements with
manufacturers of recreational vehicles authorizing the sale
of such recreational vehicles on the Site to a qualified
operator who continues to do business under such franchise
agreement at the Site, subject to the terms and conditions
of this Agreement. The term "qualified operator" means and
refers to any franchisee of a recreational vehicle
manufacturer who has been approved by such recreational
vehicle manufacturer as a transferee of the interest of the
Participant at the Site.
SB2002:9967.2
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(g) "RV Store" means the recreational vehicle retail sales
and service business to be conducted on the Site by the
Participant, commencing on or before August 1, 2002.
(h) "Transfer" means and refers to any of the following:
(1) Any total or partial sale, assignment,
conveyance, trust, power, or transfer in any other mode or
form, by the Participant of more than 49% interest (or a
series of such sales, assignments and the like that, in the
aggregate, result in a disposition of more than a 49%
interest) in this Agreement, the Site or the RV Store; or
(2) Any total or partial sale, assignment,
conveyance, or transfer in any other mode or form, of or
with respect to any interest in the Participant (or a series
of such sales, assignments and the like that, in the
aggregate, result in a disposition of more than a 49%
interest); or
(3) Any merger, consolidation, sale or lease of all
or substantially all of the assets of the Participant(or a
series of such sales, assignments and the like that, in the
aggregate, result in a disposition of more than a 49%
interest} .
SECTION 3. Parties to the Agreement.
(a) The parties to this Agreement are the Participant and
the Agency. The City is not a party to this Agreement.
(b) The address of the Participant for purposes of this
Agreement is 7430 Copley Park Place, San Diego, California. As a
condition precedent to the Agency's obligations under this
Agreement, the Participant shall provide the Agency with
satisfactory evidence of the legal formation and existence of the
Participant and the good standing of the Participant to transact
business within the State of California and to occupy, possess
and/or hold title to the Site and the corporate action
authorizing the execution of this Agreement by the persons
signing below on behalf of the Participant.
(c) The Agency is a public body, corporate and politic,
exercising governmental functions and powers, and organized and
existing under the Community Redevelopment Law of the State of
California, Health and Safety Code Section 33000, et seg. The
Agency's address is 201 North "E" Street, Suite 301, San
Bernardino, California.
582002:9967.2
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SECTION 4. Change
Participant--Assignment and
in Management
Transfer.
Control
of
the
or
(a) The Participant hereby acknowledges that the
qualifications and identity of the Participant are of particular
importance to the Agency and that the Agency is relying on the
specific qualifications and identity of the Participant in
entering into this Agreement with the Participant. As a
consequence, Transfers are permitted only as expressly provided
in this Agreement.
(b) Except as expressly permitted in this Agreement, the
Participant shall not create or suffer to be made or created, any
Transfer, either voluntarily or by operation of law, without the
prior written approval of the Agency, prior to the third
anniversary of the Opening Date, other than a Permitted Transfer.
The Participant is not required to give the Agency advance notice
of a Permitted Transfer. Any Transfer made in contravention of
this Section 4 shall be voidable at the election of the Agency
and, if avoided, shall be deemed to be a default under this
Agreement by the Participant, whether or not the Participant knew
of or participated in such Transfer.
(c) For any Transfer, the proposed transferee must
satisfactorily demonstrate successful experience in the
ownership, operation, and management of sales and service
operations comparable in size, quality and volume of sales and
service business activity to the RV Store. All instruments and
other legal documents proposed to effect any Transfer shall be
submitted to the Agency for review, prior to the Transfer, and
the written approval or disapproval of the Agency shall be
provided to the Participant within thirty (30) calendar days of
the Agency's receipt of the Participant's request. Agency
approval of a Transfer shall not be unreasonably withheld,
delayed or conditioned.
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SECTION 5. Participant Solely Responsible for Other
Approvals. The Participant shall be solely responsible for
applying for and obtaining any and all permits and approvals that
may be required by the City or any other governmental agency with
jurisdiction over the Site or the business operations or the .RV
Store, before commencement of improvement of any building or
structure on the Site or operation of the RV Store on the Site.
The Participant shall also be solely responsible for obtaining
all necessary consents or approvals required from third-party
property owners or tenants, as may be necessary or appropriate.
SECTION 6. [RESERVED - NO TEXT] .
SECTION 7. Participant Representations, Warranties and
Covenants Regarding Other Recreational Vehicle Outlets.
(a) For the purpose of satisfying the requirements of
Health and Safety Code Section 33426.7(e), to the extent
applicable, the Participant hereby represents and warrants to the
Agency that the opening of the RV Store on the Site is not a
"relocation" of the RV Store "within the same market area", as
these terms are defined in California Statutes of 1999, Chapter
462, Section 3.
(b) The Participant for itself, its successors and assigns
hereby covenants and agrees that, from the date of this Agreement
and continuing until the tenth (lOth) anniversary of the Opening
Date, neither the Participant, any successor-in-interest to the
Participant, any person associated with the Participant, nor any
entity related to the Participant will establish a recreational
vehicle retail sales and service facility within a twenty (20)
mile radius of the Site.
SECTION 8. RV Store Operation Covenants of the Participant.
(a) The Participant hereby makes the following
representations, covenants and warranties, as of the date of its
execution of this Agreement, and hereby acknowledges that the
execution of this Agreement by the Agency is made in material
reliance by the Agency on each such covenant, representation and
warranty:
(1) the Participant shall cause the
open for business to the general public on
before August 1, 2002; and
RV Store to be
the Site on or
(2)
actions,
There are no pending or threatened claims,
allegations or lawsuits of any kind, whether for
S82002:9967.2
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personal injury, property damage, landlord-tenant disputes,
property taxes or otherwise, that are not covered by
insurance or that expose the Participant to liability of
more than $100,000.00 on any given claim, action, allegation
or lawsuit, or that could materially and adversely affect or
prevent the performance of any provision of this Agreement
by the Participant, nor to the best of Participant's
knowledge, is there any governmental investigation of any
type or nature pending or threatened against the Participant
or any of its principals or relating to the Site, the RV
Store or the transactions contemplated in this Agreement and
the Participant will hold the Agency harmless from any and
all liability, loss, cost and expense resulting from claims
arising or becoming applicable during or as a result of the
Participant's possession or ownership of the Site. For
purposes of this subsection, the phrases "to the best of
Participant's knowledge" or "to Participant's knowledge"
shall mean the actual knowledge of Jim Walters, Executive
Vice President of the Participant, or James Kimbrell,
President of the Participant.
(b) If after the RV Store is open for business, the RV
Store ceases to operate for a continuous period of ninety (90)
calendar days, the obligation of the Agency to pay any Employment
Subsidy to the Participant shall cease for the entire Accounting
Year or Accounting Years in which any part of such extended
cessation of operations of the RV Store occurs.
SECTION 9. Agency Employment Subsidy.
(a) "Site Employment Index" refers to the total amount of
local sales and use taxes paid to the City, under Revenue and
Taxation Code Section 7200, et seq. (as may hereafter be amended,
substituted or modified by any successor local sales and use tax
law), on the gross receipts of the Participant from the sale or
lease of all tangible personal property from the RV Store in each
Accounting Year, in excess of Two Hundred Thousand Dollars
($200,000). The Site Employment Index correlates the amount of
sales and use taxes generated and the number of employees
required to generate such sales and use taxes.
882002:9967.2
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(b) "Employment Subsidy" means and refers to the amount
derived by multiplying the Site Employment Index for each
Accounting Year by the following percentages for each respective
Accounting Year:
Accounting Year 1 - 40%
Accounting Year 2 - 50%
Accounting Year 3 - 55%
Accounting Year 4 - 60%
Accounting Year 5 - 65%
Accounting Year 6 - 65%
Accounting Year 7 - 70%
Accounting Year 8 - 70%
Accounting Year 9 - 75%
Accounting Year 10 -75%
[i. e., in Accounting Year 1, Site Employment Index (total
sales and use tax revenues to the City from the gross
receipts of the Participant - $200,000) x .40 = Employment
Subsidy] .
(c) The precise amount of the Employment Subsidy shall be
determined by the Agency for each Accounting Year by reference to
Revenue and Taxation Code Sections 7200, et ~., sales and use
tax remittance advice or information provided to the City by the
State Board of Equalization related to the operation of the RV
Store on the Site by the Participant and the foregoing
percentages. Upon request by the Agency, the Participant shall
provide the Agency with copies of sales and use tax collection
and remittance accounting records prepared by the Participant
during any Accounting Year and submitted to the State Board of
Equalization. If Revenue and Taxation Code Sections 7200, et
~., are amended, substituted or modified in a manner that
reduces the total amount of local sales and use taxes paid to the
City on the gross receipts of the Participant from the sale or
lease of all tangible personal property from the RV Store on the
Site below the levels that would otherwise be allocated and paid
to the City under Revenue and Taxation Code Sections 7200, et
seq., in effect on the date of this Agreement, then the
Employment Subsidy shall be computed in each such Accounting Year
in accordance with such amendment, substitution or modification
of Revenue and Taxation Code Sections 7200, et seq.
(d) Subject to the express conditions precedent that the RV
Store is open for business to the general public on the Site on
or before August 1, 2002, and the satisfaction of all other terms
and conditions of this Agreement by the Participant, the Agency
shall begin annual disbursement of the Employment Subsidy to the
Participant, on the thirtieth calendar day following each of the
first through the tenth anniversaries of the Opening Date, in
SB2002:9967.2
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.
.
exchange for the New Jobs creation and maintenance covenant set
forth in Section 10.
(e) The Agency shall make payments under subsection (d)
from legally available funds of the Agency. Such pledge of
legally available funds is expressly subject to the prior pledge
of such funds to the payment of existing debts, obligations,
notes, bonds and other forms of indebtedness of the Agency and
any extensions or refinancings of such existing debt, etc.
Although, one of the elements of the Site Employment Index is the
sales and use taxes generated from the Si te, the Agency is not
entitled to receive local sales and use tax revenues and, thus,
cannot pay and is not promising to pay sales or use tax revenues
to the Participant.
SECTION 10. Covenant of the Participant. to Create New Jobs
on the Site.
(a) Subject to the terms of this Agreement, the Participant
hereby covenants and agrees to exercise its best efforts to
create and, thereafter, maintain New Jobs on the Site, in
exchange for receipt of the Employment Subsidy related to such
New Jobs, as follows:
(1) within twelve (12) months following the Opening
Date, at least twenty-five (25) New Job positions
shall have been created and be maintained on the
Site; and
(2) within twenty four (24) months following the
Opening Date, an aggregate of at least thirty (30)
New Job positions shall have been created and be
maintained on the Site; and
(3) within thirty six (36) months following the
Opening Date, an aggregate of at least forty (40)
New Job positions shall have been created and be
maintained on the Site; and
(4) thereafter, on each of the next seven (7)
anniversaries of the Opening Date, there shall
remain a total of, at least, forty (40) New Job
positions being maintained on the Site.
882002:9967.2
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(b) An employee is eligible to be classified as holding a
New Job position, when each of the following conditions exist:
(1)
the employee is paid
Ten Dollars ($10.00)
salary or commission;
an hourly wage of at least
per hour or an equivalent
(2) the employee is assigned to work (or is eligible
to work) at least One Thousand Seven Hundred and
Fifty (1,750) hours per year;
(3) the employee is based at the Site; and
(4) the employee started working for the Participant
on or after March 1, 2002.
(c) Within thirty (30) days of the first anniversary of the
Opening Date and, thereafter, on each of the following ten (10)
anniversaries of the Opening Date, the Participant shall file a
written affidavit with the Agency's Executive Director,
certifying, under penalty of perjury under the laws of the State
of California, the Participant's compliance with the New Jobs
creation and maintenance covenant set forth in this Section 10.
The Participant's affidavit shall include a certification that
each employee who is claimed by the Participant to have held a
New Job position during the preceding year satisfies the
requirements of Section 10 (b) and, shall include appropriately
detailed payroll accounting information relating to the total
hourly wage compensation amounts paid to such persons, the total
number of hours worked by such persons and the total number of
persons who were recruited, hired or released from employment for
each New Job position. Such annual affidavit need not identify
any employee by name, by specific job description nor by new hire
date, and the payroll accounting information may aggregate the
hours worked and wages paid to all persons claimed by the
Participant to hold New Job positions.
(d) The Participant agrees to allow the Agency or its
agents access to inspect the payroll accounting records of the
Participant relating to the New Jobs and the confirmation by the
Agency of the information included in each annual affidavit of
the Participant, at reasonable times, upon reasonable prior
written notice, and without cost charged by the Participant to
the Agency.
882002:9967.2
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SECTION 11. Participant Covenant Regarding Maintenance of
the Site and the RV Store.
(a) The Participant for itself, its successors and assigns
hereby covenants and agrees that from and after the Opening Date,
all areas of the Site and the RV Store subject to public view
(including all other improvements constructed or installed
following the Opening Date, including paving, walkways,
landscaping, exterior signage and ornamentation) shall be
maintained by the Participant in good repair and in a neat, clean
and orderly condition customary in the new recreational vehicle
sales and service industry, ordinary wear and tear excepted.
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(b) If at any time following the Opening Date, there is an
occurrence of an adverse condition in contravention of the
general maintenance standard described in the preceding paragraph
(a "Maintenance Deficiency"), then the Agency shall notify the
Participant in writing of such Maintenance Deficiency, giving
Participant sixty (60) days from receipt of such notice to cure
the Maintenance Deficiency. If the Participant fails to cure or
commence to cure the Maintenance Deficiency, within the time
allowed, any sales or use tax generated from the Site during the
pendency of such Maintenance Deficiency shall not be counted in
determining Site Employment Index under Section 9. Nothing in
this Section 11 shall be deemed to preclude the Participant from
making any alterations, additions, or other changes to any
improvement (including landscaping) on the Site following the
Opening Date. Any such alterations shall comply with the
Redevelopment Plan and applicable development regulations of the
City.
SECTION 12. Covenant of Participant to Payor Cause to Be
Paid Property Taxes on the Site. The Participant hereby
covenants and agrees to payor cause to be paid, prior to
delinquency, all real property, personal property and possessory
interest taxes, if any, assessed against the Site, the RV Store
or the business inventory or operations of the Participant on the
Site. The Participant shall provide the Agency with written
evidence of the payment of all such taxes, upon request of the
Agency's Executive Director.
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SECTION 13. Obligation to Refrain from Discrimination. The
Participant covenants and agrees for itself, its successors,
assigns and every successor-in-interest to the Site or the RV
Store or any portion thereof, that there shall be no
discrimination against or segregation of any person, or group of
persons, on account of sex, marital status, race, color,
religion, creed, national original or ancestry, in the sale,
lease, sublease, transfer, use occupancy, tenure or enjoyment of
the Site or operation of the RV Store. Further, the Participant,
582002:9967.2
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or any person claiming under or through it, shall not establish
or permit any such practice or practices of discrimination or
segregation with reference to the selection,. location, number,
use or occupancy of tenants, lessees, subtenants, sublessees or
vendees on the Site or operation of the RV Store.
SECTION 14. Form of Nondiscrimination and Nonsegregation
Clauses. The Participant shall refrain from restricting the
sale, lease, sublease, rental, transfer, use, occupancy, tenure
or enjoyment of the Site (or any portion thereof) on the basis of
sex, marital status, race, color, religion, creed, ancestry or
national original of any person. All such deeds, leases or
contracts pertaining to the Site or the RV Store shall contain or
be subject to substantially the following nondiscrimination or
nonsegregation clauses:
(1) [in deeds]
"The grantee herein covenants by and for itself, its
successors and assigns, and all persons claiming under
or through them, that there shall be no discrimination
against or segregation of, any person or group of
persons on account of sex, marital status, race, color,
religion, creed, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure
or enjoyment of the land herein conveyed, nor shall the
grantee itself or any person claiming under or through
it, establish or permit any such practice or practices
of discrimination or segregation with reference to the
selection, location, number, use of occupancy of
tenants, lessees, subtenants, sublessees or vendees in
the land herein conveyed. The foregoing covenants
shall run with the land."
(2) [in leases] :
"The lessee herein covenants by and for itself, its
successors and assigns, and al persons claiming under
or through them, and this lease is made and accepted
upon and subject to the following conditions: That
there shall be no discrimination against or segregation
of any person or group of persons, on account of sex,
marital status, race, color, religion, creed, national
origin or ancestry, in the leasing, subleasing,
renting, transferring, use, occupancy, tenure or
enjoyment of the land herein lease, nor shall lessee
itself, or any person claiming under or through it,
establish or permit such practice or practices of
discrimination or segregation with reference to the
selection, location, number or occupancy of tenants,
SB2002:9967.2
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lessees, sublessees, tenants or vendees in the land
herein lease."
(3) [in material contracts] :
"There shall be no discrimination against or
segregation of, any person or group of persons on
account of sex, marital status, race, color, religion,
creed, national origin or ancestry in the sale, lease,
sublease, rental, transfer, use, occupancy, tenure or
enjoyment of the land, nor shall the transferee itself
or any person claiming under or through it, establish
or permit any such practice or practices of
discrimination or segregation with reference to the
selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees or vendees of
the land."
SECTION 15. [RESERVED - NO TEXT.]
SECTION 16. Defaults--General. Failure or delay by a party
to perform any term or provision of this Agreement constitutes a
default under this Agreement. The party in default must
immediately commence to cure, correct, or remedy such default,
and shall diligently complete such cure, correction or remedy
promptly upon receipt of written notice of such default. The
party claiming that a default or breach exists shall give written
notice of default, specifying the claimed default. Except as
required to protect against further damage, the injured party may
not institute proceedings against the party in default, until
thirty (30) days after giving such notice. Failure or delay in
giving such notice shall not constitute a waiver of any default,
nor shall it change the time of default.
SECTION 17. Bankruptcy and Insolvency of Participant. If the
Participant files for bankruptcy protection or reorganization or
becomes the subject of any proceedings under the bankruptcy laws
of the United States, or the Participant becomes insolvent, or a
receiver is appointed for the Participant under state or federal
law, the Participant shall be in material default of this
Agreement.
SECTION 18. Institution of Legal Actions. Subject to the
default provisions of Section 16, any party may institute legal
action to cure, correct or remedy any default, to recover damages
for any default, or to obtain any other remedy consistent with
the purposes of this Agreement. Any legal action, initiated
pursuant to this Agreement, or otherwise, with respect to its
subject matter, must be instituted in the Superior Court of the
SB2002:9967.2
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County of San Bernardino, State of California, or in the United
States District Court for the Central District of California.
SECTION 19.Applicable Law. The laws of
California shall govern the interpretation and
this Agreement.
the State
enforcement
of
of
SECTION 20. Rights and Remedies are Cumulative. Except as
otherwise expressly stated in this Agreement, the rights and
remedies of the parties are cumulative, and the exercise by any
party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of
any other rights or remedies for the same default or any other
default by any other party.
SECTION 21. Inaction Not a Waiver of Default. Any failure
or delay by a party in asserting any of its rights or remedies
regarding any default shall not operate as a waiver of any
default or of any such rights or remedies, or deprive any party
of its right to institute and maintain any actions or proceedings
that it may deem necessary to protect, assert or enforce any such
rights or remedies. Waiver of any default under this Agreement
must be expressly set forth in a written document executed by the
party asserting the default being waived and delivered to the
party asserted to be in default.
SECTION 22. Notices, Demands and COIll1Ilunications Between the
Parties. Notices, demands and communications between the Agency
and the Participant, as allowed or required by this Agreement,
shall be in writing and shall be deemed to be duly given when
personally delivered or, if mailed, upon receipt or rejection.
If notice is given by mailing, it shall be sent by registered or
certified mail, postage prepaid, return receipt requested, and
properly addressed to the principal office of the party, as
designated in Section 3. Such written notices, demands and
communications may be sent in the same manner to such other
addresses as either party may from time to time designate in
writing to the other.
SECTION 23. [RESERVED - NO TEXT].
SECTION 24. Warranty Against Payment of Consideration for
Agreement. The Participant hereby warrants that it has not paid
or given, and will not payor give, any third-party money or
other consideration for obtaining this Agreement. For the
purpose of this Section 24, the term "third-party" shall not
include persons to whom fees were paid for professional services,
if rendered by attorneys, financial consultants, accountants,
882002:9967.2
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engineers, architects and the like, when such fees are considered
necessary by the Participant.
SECTION 25. Non-Liability of Agency Officials or Employees.
No member, official, employee, agent, consultant or attorney of
the Agency shall be personally liable to the Participant, or any
successor-in-interest of either of them, upon any default or
breach by the Agency or for any amount becoming due to the
Participant or to its successor or on any obligations arising
under this Agreement.
SECTION 26. Agency Right to Terminate Upon Filing of Legal
Challenge. Participant hereby acknowledges that the Agency is a
"public entity" and/or a "public agency" as defined under
applicable California law. Therefore, the Agency must satisfy
the requirements of certain California statutes relating to the
actions of public entities, including, without limitation, the
California Environmental Quality Act ("CEQA"). Also, as a public
body, the Agency's action in approving this Agreement may be
subject to proceedings to invalidate the Agreement. The
Participant hereby assumes the risk of delays and damages that
may result to the Participant from any such third-party legal
actions related to the Agency's approval of this Agreement or the
pursuit of activities contemplated by this Agreement, filed
within two hundred fifteen (215) days of the Agency's formal
approval of this Agreement, even in the event that an error,
omission or abuse of discretion by the Agency is determined to
have occurred. If a third-party files such a legal action
regarding the Agency's approval of this Agreement or the pursuit
of activities contemplated by this Agreement, the Agency may
terminate this Agreement on 30 days written notice to the
Participant of the Agency's intent to terminate this Agreement,
referencing this Section 26, without any further obligation to
perform the terms of this Agreement or any liability to the
Participant resulting from such termination, unless the
Participant unconditionally agrees to indemnify and defend the
Agency against such third-party legal action, as provided herein.
Within 30 days of receipt of the Agency's notice of intent to
terminate this Agreement, as provided in the preceding sentence,
the Participant may offer to defend the Agency in the third-party
legal action and pay all of the court costs, attorney fees,
monetary awards, sanctions, attorney fee awards, expert witness
and consultant fees, and the expenses of any and all financial or
performance obligations resulting from the disposition of the
legal action. Any such offer from the Participant must be in
writing and in a form reasonably acceptable to the Agency. If the
Agency accepts such an offer by the Participant, as provided for
herein, the Agency shall reasonably cooperate with the
Participant in the defense of the legal action.
S82002:9967.2
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SECTION 27. Agency Approvals. Approvals required from the
Agency under this Agreement shall not be unreasonably withheld,
conditioned or delayed and approval or disapproval shall be given
within the time set forth in the Schedule of Performance, or as
set forth in this Agreement or, if no specific time is set forth
for such approval, within thirty (30) days. If no disapproval is
given within the time stated therefore, the item in question
shall conclusively be deemed approved.
SECTION 28. Indemnification of Agency by Participant. The
Participant hereby agrees to defend, indemnify and hold the
Agency, its members, officials, employees, agents, consultants
and attorneys, harmless from and against all damages, judgments,
costs, expenses, and fees including attorney's fees, expert
witness and consultant fees and expenses incurred by the Agency
as a result of any alleged or actual act or omission of the
Participant in performing its obligations under this Agreement.
SECTION 29. No Partnership or Joint Venture. Nothing in
this Agreement, nor any acts of the parties hereto, shall be
deemed or construed by the parties hereto, or by any third
person, to create the relationship of principal and agent, or of
partnership, or of joint venture, or of any association between
any of the parties to this Agreement.
e SECTION 30.Attorney's Fees. If any party hereto files any
action or brings any action or proceeding against the other
arising out of this Agreement, the prevailing party in any such
action or proceeding shall be entitled to recover, as an element
of its costs of suit and not as damages, its reasonable
attorney's fees, as determined by the Court in such action or
proceeding or in a separate action or proceeding brought to
recover such attorney's fees. For the purposes of this Agreement,
the phrase "reasonable attorney's fees" includes the salary,
wages, benefits and overhead of the City Attorney of the City of
San Bernardino and members of his staff.
SECTION 31. Severability. If any clause, sentence or any
other portion of this Agreement becomes invalid, void or
unenforceable for any reason, or is held by any court of
competent jurisdiction to be invalid, void or unenforceable, the
remaining portions of this Agreement shall remain in full force
and effect, provided the resulting agreement preserves the
material effect of this Agreement.
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SECTION 32. Attachments. This Agreement includes 18 pages
and one (1) attachment that constitute the entire understanding
and agreement between the parties.
882002:9967.2
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SECTION 33.Amendment of Agreement. This Agreement may only
be amended, modified, revised or changed by written agreement
executed by both of the parties.
SECTION 34. Date of Execution of Agreement. The Agreement
is dated as of April 15, 2002, for purposes of reference and
convenience. The terms "date of execution of this AgreementU or
"date of this Agreement, U and the like, refer to the date on
which this Agreement is approved by the governing board of the
Agency. This Agreement shall be of no force or effect as against
the Agency, until it is formally approved by the Community
Development Commission of the City of San Bernardino.
SECTION 35. Execution in Counterpart Originals. This
Agreement may be executed by the parties in counterparts and when
each such counterpart is delivered by the parties, this Agreement
shall be deemed to be fully executed and in effect.
SB2002:9967.2
16
.
.
.
IN WITNESS WHEREOF, the Agency and the Participant, by and
through their duly authorized representatives' signatures below,
hereby execute this Agreement, as of the dates set forth below:
PARTICIPANT
LaMesa RV Center, Inc.
(Central California),
a California corporation
Dated:
By:
Dated:
By:
AGENCY
Redevelopment Agency of the
City of San Bernardino
Dated:
By:
Executive Director
AS TO FORM:
.~
Ag
SB2002:9967.2
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Attachment "AU
[Description of the Site]
Real Property in the City of San Bernardino, County of San
Bernardino, State of California, described as follows:
A portion of Parcel 4 and all of ParcelS of Parcel Map No. 8401,
in the City of San Bernardino, County of San Bernardino, State of
California, as per plat recorded in book 88 of Parcel Maps, pages
(s) 32 and 33, records of said County, described as a whole as
follows:
Beginning at the northeast corner of said parcelS; thence south
o deg. 10' 15" east, 321.32 feet, along the west line of
concourse way; thence south 44 deg. 49' 45" west, 30.73 feet;
thence south 89 deg. 49' 45" west, 437.23 feet along the north
line of Caroline Street; thence north 0 deg. 10' 37" west, 253.05
feet to the southwest corner of parcel 1 of said parcel map no.
8401; thence north 89 deg. 49' 45" east, 459.00 feet along the
south line of said parcell, to the point of beginning.
Said description is pursuant to a "Certificate of Compliance for
lot line adjustment" no. 87-7, recorded July 31, 1987, instrument
no. 87-266942, official records.
APN: 0164-321-81
Parcel 1 of Parcel Map No. 8401, in the City of San Bernardino,
County of San Bernardino, State of California, as per plat
recorded in book 88 of Parcel Maps, page(s) 32 and 33, records of
said County.
APN: 0164-321-37
17
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RESOLUTION NO.
RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING A
CERTAIN REDEVELOPMENT COOPERATION AND FINANCING
AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO AND THE CITY OF SAN BERNARDINO,
CALIFORNIA (LaMesa RV Center, Inc., - Redevelopment Cooperation
and Financing Agreement)
WHEREAS, the Redevelopment Agency ofthe City of San Bernardino (the "Agency")
has entered into that certain Redevelopment Participation Agreement with LaMesa RV Center,
Inc., ("LaMesa") as approved and authorized for execution by this Commission pursuant to
separate action of this Commission on behalf of the Agency; and
WHEREAS, the implementation of said Redevelopment Participation Agreement
contemplates that certain funds will be made available to the Agency from the City of San
Bernardino, California (the "City"), based upon the index of financial benefits accruing to the
City calculated upon the financial performance of the project identified in the Redevelopment
15
Participation Agreement; and
16
WHEREAS, the Agency is required pursuant to the Redevelopment Participation
17
Agreement to remit certain payments to LaMesa related to the number of employment
18
opportunities generated by the new sales location within the South Valle Redevelopment Project
19
Area based upon an index of financial performance of LaMesa which has a direct positive
20
financial benefit upon the City General Fund; and
21
WHEREAS, the Commission deems it desirable to approve and authorize for execution
22
23
the form of the Redevelopment Cooperation and Financing Agreement by and between the
Agency and City substantially in the form as attached hereto for the purpose of providing the
source of funds required of the Agency to fulfill its obligations to LaMesa pursuant to the
24
25
e Redevelopment Participation Agreement.
-1-
NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION, AS
THE GOVERNING BODY OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1. The Commission hereby finds and determines that the recitals as contained
herein are accurate and correct in all respects.
Section 2. The Commission hereby approves the form of the Redevelopment
Cooperation and Financing Agreement substantially in the form as attached hereto with such
additional changes and modifications as deemed necessary by the City Attorney to implement
the intent of this Resolution and said Redevelopment Cooperation and Financing Agreement.
Section 3. The Commission hereby authorizes the execution of the final form of the
Redevelopment Cooperation and Financing Agreement by the Agency Chairperson or
Executive Director and the Agency Secretary when such final form thereof has been presented
for execution by the City Attorney.
Section 4. The approval, execution and implementation of the Redevelopment
Cooperation and Financing Agreement does not constitute a "Project" within the provisions or
meaning of the California Environmental Quality Act of 1970, as amended ("CEQA"), and no
environmental review is required in connection with the approval, execution and
implementation of the Redevelopment Cooperation and Financing Agreement.
Section 5. This Resolution shall take effect from and after the date of adoption and shall
not be repealed or amended to adversely affect the rights of the parties thereto so long as the
Redevelopment Cooperation and Financing Agreement remains in effect and requires
performance obligations of the parties.
fill
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25 fill
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING A CERTAIN
REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT
BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO AND THE CITY OF SAN BERNARDINO, CALIFORNIA
(LaMesa RV Center, Inc., - Redevelopment Cooperation and Financing
Agreement) .
4
5
6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
Community Development Commission of the City of San Bernardino at a
7 meeting thereof, held on the day of , 2002, by the following vote to wit:
Abstain
Absent
Secretary
17
18
The foregoing resolution is hereby approved this
day of
,2002.
19
20
Judith Valles, Chairperson
Community Development Commission
City of San Bernardino
Approved a to form and Legal Content:
21
22
By:
23
24
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.. p:\development dept\lisa\resolutions\la mesa-com.doc
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RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF .sAN BERNARDINO APPROVING A CERTAIN
REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT
BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO AND THE CITY OF SAN BERNARDINO, CALIFORNIA
(LaMesa RV Center, Inc., - Redevelopment Cooperation and Financing
Agreement)
4
5
6
7
WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency")
8
has entered into that certain Redevelopment Participation Agreement with LaMesa RV Center,
9
Inc., ("LaMesa") as approved and authorized for execution by the Community Development
Commission of the City of San Bernardino (the "Commission") pursuant to separate action of
10
11
the Commission on behalf of the Agency; and
12
WHEREAS, the implementation of said Redevelopment Participation Agreement
contemplates that certain funds will be made available to the Agency from the City of San
Bernardino, California (the "City"), based upon the index of financial benefits accruing to the
15
City calculated upon the financial performance of the project identified in the Redevelopment
16
Participation Agreement; and
17
WHEREAS, the Agency is required pursuant to the Redevelopment Participation
18
Agreement to remit certain payments to LaMesa related to the number of employment
19
opportunities generated by the new sales location within the South Valle Redevelopment Project
20
Area based upon an index of financial performance of LaMesa which has a direct positive
21
financial benefit upon the City General Fund; and
22
WHEREAS, the Mayor and Common Council deem it desirable to approve and
23
authorize for execution the form ofthe Redevelopment Cooperation and Financing Agreement
24
by and between the Agency and City substantially in the form as attached hereto for the purpose
of providing the source of funds required of the Agency to fulfill its obligations to LaMesa
pursuant to the Redevelopment Participation Agreement.
-1-
1.
.2
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.
3
NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL, AS THE
GOVERNING BODY OF THE CITY OF SAN BERNARDINO, DOES HEREBY RESOLVE,
DETERMINE AND ORDER AS FOLLOWS:
4
Section 1. The Mayor and Common Council hereby find and determine that the recitals
5
as contained herein are accurate and correct in all respects.
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Section 2. The Mayor and Common Council hereby approve the form of the
Redevelopment Cooperation and Financing Agreement substantially in the form as attached
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hereto with such additional changes and modifications as deemed necessary by the City
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Attorney to implement the intent of this Resolution and said Redevelopment Cooperation and
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Financing Agreement.
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Section 3. The Mayor and Common Council hereby authorize the execution of the final
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form of the Redevelopment Cooperation and Financing Agreement by the Mayor or City
Administrator and the City Clerk when such final forn1 thereof has been presented for execution
by the City Attorney.
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Section 4. The approval, execution and implementation of the Redevelopment
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Cooperation and Financing Agreement does not constitute a "Project" within the provisions or
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meaning of the California Environmental Quality Act of 1970, as amended ("CEQA"), and no
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environmental review is required in connection with the approval, execution and
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implementation of the Redevelopment Cooperation and Financing Agreement.
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Section 5. This Resolution shall take effect from and after the date as set forth in the
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City Charter and shall not be repealed or amended to adversely affect the rights of the parties
22
thereto so long as the Redevelopment Cooperation and Financing Agreement remains in effect
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and requires performance obligations of the parties.
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING A CERTAIN
REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT
BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO AND THE CITY OF SAN BERNARDINO, CALIFORNIA
(LaMesa RV Center, Inc., - Redevelopment Cooperation and Financing
Agreement)
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
Common Council of the City of San Bernardino at a meeting thereof,
held on the day of , 2002, by the following vote to wit:
Council Members:
ESTRADA
LIEN
MCGINNIS
DERRY
SUAREZ
ANDERSON
MC CAMMACK
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Aves
Navs
The foregoing resolution is hereby approved this
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Approved as to form and Legal Content:
25
e p:ldevelopment dept\lisalresolutions\la mesa.mcc.doc
"J
By: 1Ja~ 1./-~
uty Attorney
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Abstain
Absent
Rachel G. Clark, City Clerk
day of
,2002.
Judith Valles, Mayor
City of San Bernardino
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CITY OF SAN BERNARDINO
AND
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT
(LaMesa RV, Inc. (Central California))
THIS REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT
(this "Agreement") is dated as of April 15, 2002, by and between
the Redevelopment Agency of the City of San Bernardino, a public
body, corporate and politic (the "Agency"), and the City of San
Bernardino, California, a municipal corporation (the "City"),
and is entered into with reference to the facts set forth in the
following Recital paragraphs:
- RECITALS -
WHEREAS, the Agency is entering into that certain
Redevelopment Cooperation Agreement, dated as of April 15, 2002,
by and between the Agency and LaMes a RV, Center Inc. (Central
California), a California corporation (the "LaMesa RV
Agreement"), for the redevelopment and reuse of certain lands
within the City as a regional new recreational vehicle sales and
service facility (the "RV Store"); and
WHEREAS, the implementation of
confer substantial benefits on
redevelopment and reuse of the site
of new jobs within the City; and
the LaMesa RV Agreement will
the City in terms of
of the RV Store and creation
WHEREAS, the LaMesa RV Agreement will also provide the City
with a significant source of new tax revenues from the
establishment of the RV Store; and
WHEREAS, the
described below as
connection with the
Agency shall incur certain obligations,
the "LaMesa RV Agreement Indebtedness," in
LaMesa RV Agreement; and
WHEREAS, the Agency does not presently have a source of tax
increment revenues from the RV Store or from other funds to
repay LaMesa RV Agreement Indebtedness and it is necessary for
the City and the Agency to enter into this Agreement for the
Agency to repay the LaMesa RV Agreement Indebtedness, as may
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SB2002:11016.2
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hereafter be incurred by the Agency under the LaMesa RV
Agreement.
NOW, THEREFORE, THE CITY AND THE AGENCY HEREBY AGREE
AS FOLLOWS:
Section 1. The City hereby authorizes the Agency
to incur indebtedness under the LaMesa RV Agreement ("LaMesa RV
Agreement Indebtedness") that is payable by the Agency in whole
or in part from the proceeds of the assistance to be provided by
the City to the Agency, as set forth in Section 2 of this
Agreement. For the purposes of this Agreement, the words
"LaMesa RV Agreement Indebtedness" mean and include any
obligation that the Agency may undertake to payor discharge
under that certain Redevelopment Cooperation Agreement, dated as
of April 15, 2002, by and between the Agency and LaMesa RV, Inc.
(Central California), a California corporation.
Section 2. Subject to the terms and conditions of
this Agreement, the City agrees to provide redevelopment
financing assistance to the Agency (the "City Assistance") each
year during the term of this Agreement in the total amount
payable by the Agency under the LaMesa RV Agreement. The City
shall disburse the proceeds of the City Assistance in annual
installments (each a "City Assistance Payment," as further
defined in Section 4) on each of the first through the tenth
anniversaries of the Opening Date (as defined herein). The
Agency shall use and apply each City Assistance Payment to pay
LaMesa RV Agreement Indebtedness.
Section 3. The City and the Agency each
acknowledge, understand and intend that the obligation of the
City to pay each City Assistance Payment to the Agency each year
during term of this Agreement shall constitute a current expense
of the City to support the LaMesa RV Agreement. The obligation
of the City to provide City Assistance Payments to the Agency in
each fiscal year during the term of this Agreement is a general
obligation of the City, subject to annual appropriation by the
City. Furthermore, the obligation of the City to the Agency
arising under this Agreement shall not in any way be construed
to be a debt of the City in contravention of any applicable
constitutional restriction of the State of California concerning
the creation of indebtedness by the City.
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SB2002:11016.2
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Section 4.
(a) The date on which the RV Store first opens for
new retail sales business to the general public is referred to
herein as the "Opening Date." The initial City Assistance
Payment shall be made on the first anniversary of the Opening
Date in an amount determined in accordance with Section 4 (b) .
Thereafter, on each anniversary of the Opening Date occurring
during the remainder of the term of this Agreement, the City
shall make the City Assistance Payments to the Agency, in
accordance with the formula set forth in Section 4(b).
(b) The City Assistance Payments to the Agency shall
be calculated by multiplying the applicable Accounting Year
Index (as defined herein) by a number equal to the total amount
of local sales and use taxes paid to the City, under Revenue and
Taxation Code Section 7200, et seq. (as may hereafter be
amended, substituted or modified by any successor local sales
and use tax law), on the gross receipts of the RV Store from the
sale or lease of all tangible personal property during the
applicable Accounting Year, in excess of Two Hundred Thousand
Dollars ($200,000). The "Accounting Year Index" for each
respective Accounting Year, shall be as follows:
Accounting Year 1 - 40%
Accounting Year 2 - 50%
Accounting Year 3 - 55%
Accounting Year 4 - 60%
Accounting Year 5 - 65%
Accounting Year 6 - 65%
Accounting Year 7 - 70%
Accounting Year 8 - 70%
Accounting Year 9 - 75%
Accounting Year 10 -75%
[i.e., in Accounting Year 1, City Assistance Payment = .40 x A (where
"Aft is a number equal to the total sales and use tax revenues received
by the City from the gross receipts of the RV Store - $200,000).J
(c) The precise amount of the City Assistance Payments
shall be determined by the Agency for each Accounting Year by
reference to Revenue and Taxation Code Sections 7200, et seq.,
related remittance advice or information provided to the City by
the State Board of Equalization and the applicable Accounting
Year Index. If Revenue and Taxation Code Sections 7200, et
seq., are amended, substituted or modified, following the
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.
.
effecti ve date of this Agreement, in a manner that affects the
calculation of the City Assistance Payments, as set forth above,
then the City Assistance Payments shall be computed in each
Accounting Year in which such amendment, substitution or
modification is effective, by reference to the Revenue apd
Taxation Code Sections 7200, et seq., then in effect.
(d) Provided the RV Store opens for business to the
general public, the City reasonably believes that funds shall be
available each fiscal year for the payment of each City
Assistance Payment. The City hereby covenants that it shall do
all things lawfully within its power to obtain funds from which
to pay City Assistance Payments to the Agency. The City further
covenants and agrees to include provisions in its budget for
each fiscal year during the term of this Agreement for the
payment of the City Assistance Payments to the Agency and the
City shall exercise best efforts to approve such portion of the
budget, subject to the funds then being available.
Section 5. The Agency shall use and apply each
City Assistance Payment to pay indebtedness of the Agency
arising from the LaMes a RV Agreement. The Agency and the City
hereby agree that the Agency shall have no obligation to repay
the City for any City Assistance Payments.
Section 6. The City shall pay City Assistance
Payments to the Agency upon receipt of a written invoice from
the Agency stating that the Agency shall use and apply the City
Assistance Payment to repay LaMesa RV Agreement Indebtedness.
Each such written invoice of the Agency shall set forth the
current balance of the LaMes a RV Agreement Indebtedness and
provide the an accounting of all payments made by the Agency
towards the LaMesa RV Agreement Indebtedness during the term of
this Agreement.
Section 7. This Agreement shall terminate on the
earlier to occur of: (i) the tenth (loth) anniversary of the
Opening Date and the payment of the City Assistance Payment due
on the tenth (loth) anniversary of the Opening Date, if any; or
(ii) the LaMesa RV Project Indebtedness is repaid in full by the
Agency; or (iii) the Agency is no longer obligated to repay the
LaMesa RV Project Indebtedness.
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SB2002:11016.2
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Section 8. This Agreement shall take effect from
and after the date of adoption and approval by the Common
Council of the City and the Community Development Commission, as
the governing- board of the Agency, pursuant to official action
of the governing bodies thereof and shall be effective for the
period of time provided in Section 7.
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SB2002:11016.2
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IN WITNESS WHEREOF, the parties hereto have entered
into this Agreement as of the date first above written.
CITY
City of San Bernardino
By:
(SEAL)
ATTEST:
City Clerk
APPROVED AS TO FORM:
L -:J- t~~
~y Attorney ,
(SEAL)
ATTEST:
Agency Secretary
APPROVED AS TO FORM AND CONTENT:
Agency Special Counsel
592002:11016.2
Judith Valles,
Mayor of the City of San
Bernardino
AGENCY
Redevelopment Agency of the
City of San Bernardino
By:
Judith Valles
Chairperson of the
Community Development
Commission, its
governing board
6
..
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted): 't - 15 -Ud Item #
Vote: Ayes 1-'1 Nays .e7
Change to motion to amend original documents:
(2 3 ~ Pr Resolution # C Dt. ~;). - 1'7
Abstain e- Absent
&x, COSI,:;rn,J-,g, ~6~ -Id-t
Reso. # On Attachments: -.L Contract term:
Note on Resolution of Attachment stored separately:-=--
Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTV By:
N ullN oid After:
Date Sent to Mayor: Lt -, 10 - 0 ~
Date of Mayor's Signature: 4 -( Co -())
Date of Clerk/CDC Signature: 't- ([ --0,;).-
Reso. Log Updated: t/'
Seal Impressed:
See Attached:
See Attached:
See Attached:
Date Returned: -5 -aO-<:lJ
Date Memo/Letter Sent for Signature:
60 Day Reminder Letter Sent on 30th day:
90 Day Reminder Letter Sent on 45th day:
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITV Personnel Folders (6413, 6429, 6433,10584, 10585, 12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Ves I No By_
Ves NOt By_
Ves No By_
Ves No By_
Ves No By_
Copies Distributed to:
City Attorney ~
Parks & Rec.
Code Compliance
Dev. Services
EDA
/
Finance
MIS
Police Public Services
Water
Others:
Notes:
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: m-r
Date: oIJOjJc:Y-'
.
Revised 01/12/01
'.
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted): 1\ -I 5 -O~ Item # R- 3)S 6 Resolution # tDC... / :Jc;()52. - ;g
Vote: Ayes I Jj Nays f) Abstain f:3Y Absent
Change to motion to amend original documents:
Reso. # On Attachments: .:=::: Contract term:
Note on Resolution of Attachment stored separately:--=--
Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY
Date Sent to Mayor: 4 -I W - 0 ::<
Date of Mayor's Signature: 4-\ ic-o::l
Date of ClerklCDC Signature: It-'\l.-c:V-
Date MemolLetter Sent for Signature:
60 Day Reminder Letter Sent on 30th day:
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 (64\3, 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:
NullNoid After: -
By; -
Reso. Log Updated;
Seal Impressed:
../
Date Returned;
Yes
Yes
.;
No
By_
By_
By_
By_
By_
Yes
Yes
Yes
NO!
No
No
No_
EDA -/
MIS
Finance
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; --.-fDL
Date: .Ll-lC(-o?-
Revised 01112/01
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted): 4 -I c:; - O:J..
Vote: Ayes \- Y\ Nays
Change to motion to amend original documents:
Item # 1<-{!/6 G
Resolution #
200').. - /.;l/
Absent
--- Abstain
Reso. # On Attachments: ~ Contract term: -
Note on Resolution of Attachment stored separately: =-
Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY
NullNoid After: -
By: -
Date Sent to Mayor: L-\ - \ (p - OJ.
Date of Mayor's Signature: 1- \ b-<J.J
Date ofClerk/CDC Signature: A-n-O;t-
Reso. Log Updated:
Seal Impressed:
,,/
,/
Date Memo/Letter Sent for Signature: l-iXJ,
60 Day Reminder Letter Sent on 30th day:
90 Day Reminder Letter Sent on 45th day:
\h
See Attached:
See Attached:
See Attached:
Date Returned: ~- 9~ -D.;t
Request for Council Action & Staff Report Attached: Yes / No By_
Updated Prior Resolutions (Other Than Below): Yes No By_
Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634): Yes No By_
Updated CDC Personnel Folders (5557): Yes No By_
Updated Traffic Folders (3985, 8234,655,92-389): Yes No By_
Copies Distributed to:
City Attorney j Code Compliance
Dev. Services
EDA
-/
Finance
MIS
Parks & Rec.
Police
Public Services
Water
Others:
Notes:
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: tvll' Date: .1 - J q -()./
Revised 01112/01