HomeMy WebLinkAbout05.Q- Compensation Agreement - Taxing Entities for the No Cost Transfer of 542 N. Mt. Vernon Avenue 5.Q
RESOLUTION (ID # 4299) DOC ID: 4299 B
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
Conveyance of Property
From: Lisa Connor M/CC Meeting Date: 02/16/2016
Prepared by: Lisa Connor, (909) 663-
1044
Dept: Successor Agency Ward(s): 1
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino Approving
a Compensation Agreement Between the City of San Bernardino and the Former
Redevelopment Agency of the City of San Bernardino's Taxing Entities Pursuant to
Health and Safety Code Section 34180 (F) (1) for the No Cost Transfer of 542 N. Mt.
Vernon Avenue (APN 0138-115-13) from the Successor Agency to the Redevelopment
Agency of the City of San Bernardino to the City of San Bernardino and Approving
Certain Related Actions. (#4299)
Current Business Registration Certificate: Not Applicable
Financial Impact:
There is no fiscal impact to the Successor Agency in approving this Compensation
Agreement with the Taxing Entities pursuant to HSC § 34180 (f) (1) for the no cost
transfer of 542 N. Mt Vernon Avenue (APN 0138-115-13).
Motion: Adopt the Resolution.
Synopsis of Previous Council Action:
None.
Background:
Pursuant to Health and Safety Code ("HSC") § 34172 (a) (1), the Redevelopment
Agency of the City of San Bernardino was dissolved on February 1, 2012. Consistent
with the provisions of the HSC, the Mayor and Common Council of the City of San
Bernardino (the "City") previously elected to serve in the capacity of the Successor
Agency to the Redevelopment Agency of the City of San Bernardino (the "Successor
Agency"). The Oversight Board for the Successor Agency ("Oversight Board") has been
established pursuant to HSC § 34179 to assist in the wind-down of the dissolved
redevelopment agency.
The former Redevelopment Agency of the City of San Bernardino (the "Former RDA")
established certain operating practices, funding allocation procedures, and general
oversight requirements for the San Bernardino Economic Development Corporation
("SBEDC"), which constituted the basis of that certain Project Funding Agreement,
dated March 1, 2011 ("2011 SBEDC Agreement"), between the former RDA and the
,,.. SBEDC. On July 27, 2011, the California Superior Count entered a Default Judgment
that validated the 2011 SBEDC Agreement, which had the effect of validating the
Updated: 2/10/2016 by Linda Sutherland B I Packet Pg. 273
5.Q
4299
actions taken by the Former RDA, inclusive of the following finding; "The restructuring of
the manner in which the Agency conducts its governmental functions as set out in the
Resolutions, and all matters related thereto, are valid, legal and binding acts of the
Agency in accordance with their terms and were and are in conformity with applicable
provisions of all laws and enactments at any time in force or controlling upon such
proceedings whether imposed by law, constitution, statute or ordinance, and whether
federal, state or local, and are legal, valid and binding obligations under the Constitution
I
and laws of the State of California as of the date of their enactment."
For the purpose of implementing the 2011 SBEDC Agreement, the SBEDC periodically
received funding allocations from the former RDA sources to finance the activities
authorized by the 2011 SBEDC Agreement. In addition to financial assistance and
pursuant to the 2011 SBEDC Agreement, during March and April of 2011, the Former
RDA authorized the transfer of certain real property assets of the Former RDA to the
SBEDC.
On December 22, 2015, the Successor Agency received its Finding of Completion (the
"FOC") from the California Department of Finance (the "DOF") pursuant to HSC §
34179.7. Pursuant to HSC § 34191.5 (b), the Successor Agency prepared a long-range
property management plan (the "LRPMP") to dispose of the real property of the Former
RDA and submitted its LRPMP to the Oversight Board and subsequently to the
California Department of Finance (the "DOF"). The Oversight Board's Resolution No.
SBOB/2015-09, approving the final version of the LRPMP was submitted to DOF on
September 15, 2015. Per HSC § 34191.5 (b), on December 31, 2015, the DOF
approved the final version of the LRPMP and pursuant to HSC § 34191.4 (a) the
properties delineated therein were thereafter transferred to the "Community
Redevelopment Property Trust Fund" for administration by the Successor Agency
consistent with the LRPMP.
Among other things, the LRPMP describes seven (7) real property sites that are
designated to be retained by the City for future development (the "Future Development
Sites"). Consistent with the LRPMP, Future Development Sites are to be transferred to
the City after the City has entered into an HSC § 34180 (f) (1) compensation agreement
with the Taxing Entities, as defined in HSC § 34171 (k), that receive pass-through
payments and distributions of property taxes with respect to the Former RDA's
redevelopment project areas. This Resolution concerns the real property commonly
known as Assessor Parcel Number 0138-115-13, consisting of approximately 0.95
acres of improved land located at 542 N. Mt. Vernon Avenue in the City of San
Bernardino, County of San Bernardino, California, and more particularly described in
Chapter IV. Property to be Transferred for Future Development, Site No. 25, pages 121-
125 ("Site No. 25" or "the "Site") of the LRPMP and is incorporated herein by this
reference and attached hereto as Exhibit "A".
On January 10, 2005, the Former RDA entered into a lease with El Paseo Petroleum
LLC to develop Site No. 25 as an ARCO AM/PM. However, prior to completing the
improvements on the Site, El Paseo abandoned the Site and defaulted on its lease (El
Paseo was later acquired by another company and no longer exists). On February 14,
Updated: 2/10/2016 by Linda Sutherland B I Packet Pg. 274
5.Q`.
4299
2011, the Former RDA terminated the lease; however, as a part of the El Paseo lease,
El Paseo borrowed approximately $1.9 million from Stonefield, Inc. To finance Site
development costs, which was secured by a lien on the Site, and currently remains
unpaid. During 2011, the Former RDA entered into negotiations with ACCA Holdings
("Haddad"), a current ARCO AM/PM operator, to take over Site development and
subsequently its operations.
The Former RDA and Haddad (the "Parties") anticipated entering into a Disposition and
Development Agreement ("DDA") to enable Haddad to purchase the Site. In in order to
expedite the process, the Parties agreed to an intermediate step of entering into a lease
to enable Haddad to immediately begin to complete Site development and subsequently
operate the ARCO AM/PM. On May 19, 2011, on behalf of the Former RDA, the
SBEDC leased the Site to Haddad for the purpose of re-opening/operating the ARCO
AM/PM. Concurrently on May 19, 2011, on behalf of the Former RDA, the SBEDC
borrowed $1.9 million (the "2011-Loan Agreement") from Haddad for the purpose of
paying off the leasehold mortgagee, Stonefield, Inc., who financed the improvements
installed by El Paseo. The 2011-Loan Agreement was evidenced by a promissory note
and secured by a deed of trust and assignment of rents, thereby replacing Stonefield,
Inc. With Haddad. The Parties anticipated that the 2011-Loan Agreement would be
converted to the purchase price of the Site per a DDA, the DDA would then supersede
the lease, and the Site would be transferred to Haddad in lieu of loan payment. Shortly
thereafter, the State of California ended redevelopment implementation in California,
which prevented the Parties from entering into a DDA.
Through the Recognized Obligation Payment Schedule (the "ROPS") process, DOF
denied the Successor Agency's obligation to pay on the 2011-Loan Agreement. The
term of the $1.9 million 2011-Loan Agreement has expired, the loan has matured, and is
now in default.
Based on the foregoing, Haddad has requested a deed in lieu of foreclosure and has
provided the Successor Agency forbearance to allow the matter to be resolved through
the redevelopment agency wind-down process. Consistent with the LRPMP, the Site
is to be transferred by the Successor Agency to the City for future development with
the $1.9 million 2011-Loan Agreement lien in place. The City intends to extinguish the
$1.9 million 2011-Loan Agreement lien by providing Haddad with a deed in lieu of
foreclosure which will result in no land sales proceeds.
Consistent with the LRPMP, Future Development Sites are to be transferred to the City
after the City has entered into an HSC § 34180 (f) (1) compensation agreement with
the Taxing Entities, as defined in HSC § 34171 (k), that receive pass-through
payments and distributions of property taxes with respect to the Former RDA's
redevelopment project areas. The Taxing Entities entitled to a share of the pass-
through payments and distributions of property taxes with respect to the Former RDA's
redevelopment project areas are as follows:
Taxing Entities General Tax Levy Share
Updated: 2/10/2016 by Linda Sutherland B I Packet Pg. 275
4299
a. San Bernardino City 0.17160900
b. San Bernardino County 0.14731316
c. San Bernardino County (ERAF) 0.22306840
d. San Bernardino County Flood Control Zone 2 0.01918094
e. San Bernardino County Flood Control Zone 3 0.00689005
f. San Bernardino County Flood Control Admin 1 & 2 0.00134890
San Bernardino Count Flood Control Admin 3-6 0.00023852
9 Y
h. San Bernardino County Superintendent of Schools 0.00645416
i. San Bernardino Community College District 0.05177623
j. San Bernardino Valley Municipal Water District 0.02666223
k. San Bernardino Valley Water Conservation District 0.00049938
I. Colton Joint Unified School District 0.05324890
m. Redlands Unified School District 0.04080439
n. Rialto Unified School District 0.00223967
o. San Bernardino City Unified School District 0.24727271
p. Inland Empire Resource Conservation District 0.00131695
q. Riverside-Corona Resource Conservation District 0.00007640
The purpose of the attached Resolution is to approve the Compensation Agreement
which will permit the Successor Agency to convey Site No. 25 to the City for future
development, as described within Exhibit "A," at no cost to the City, and ultimately to
Haddad in lieu of the $1.9 million loan payment. The City now wishes to enter into this
Compensation Agreement with the Taxing Entities for the purpose of implementing the
LRPMP with respect to Site No. 25.
In addition, the attached resolution has been reviewed with respect to applicability of the
California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California
Code of Regulations, Title 14, 15000 et seq., hereafter the "Guidelines"), and the
City's environmental guidelines. Therefore, it has been determined that the attached
resolution is not a "project" for purposes of CEQA, as that term is defined by Guidelines
� 15378, because the resolution is an organizational or administrative activity that will
not result in a direct or indirect physical change in the environment, per 15378(b)(5) of
the Guidelines.
Fiscal Impact
There is no fiscal impact to the Successor Agency in approving this Compensation
Agreement with the Taxing Entities pursuant to HSC � 34180 (f) (1) for the no cost
transfer of 542 N. Mt Vernon Avenue (APN 0138-115-13)_
City Attorney Review:
Supporting Documents:
Reso - 542 Mt. Vernon Comp Agreement (DOCX)
Ex A - Site 25 Arco Gas Station (PDF)
Exhibit "B" agrmt 4299 (PDF)
Updated: 2/10/2016 by Linda Sutherland B ,;yQacket Pg276
s.Q.a
1 RESOLUTION NO.
2
3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO APPROVING A COMPENSATION AGREEMENT BETWEEN
4 THE CITY OF SAN BERNARDINO AND THE FORMER REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO'S TAXING ENTITIES PURSUANT
5 TO HEALTH AND SAFETY CODE SECTION 34180 (f) (1) FOR THE NO COST a�
TRANSFER OF 542 N. MT. VERNON AVENUE (APN 0138-115-13) FROM THE
6 SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF ¢'
SAN BERNARDINO TO THE CITY OF SAN BERNARDINO AND APPROVING c
7
CERTAIN RELATED ACTIONS. E
8
WHEREAS, pursuant to Health and Safety Code (the "HSC") § 34172 (a) (1), the g
9 Redevelopment Agency of the City of San Bernardino was dissolved February 1, 2012; and Z
N
10 �
WHEREAS, consistent with the provisions of the HSC, the Mayor and Common c
11 Council of the City of San Bernardino (the "City") previously elected to serve in the capacity of w
N
12 the Successor Agency to the San Bernardino Redevelopment Agency (the "Successor Agency");
F
13 and
WHEREAS, the Oversight Board for the Successor Agency (the "Oversight Board") N
14
has been established pursuant to HSC § 34179 to assist in the wind-down of the dissolved
15 E
redevelopment agency; and a
16 WHEREAS, the former Redevelopment Agency of the City of San Bernardino (the ¢
Q.
17 "Former RDA") established certain operating practices, funding allocation procedures, and io
18 general oversight requirements for the San Bernardino Economic Development Corporation c
c
19 ("SBEDC"), which constituted the basis of that certain Project Funding Agreement, dated March >
20 1, 2011 ("2011 SBEDC Agreement"), between the former RDA and the SBEDC; and N
WHEREAS, on July 27, 2011, the California Superior Count entered a Default Judgment LO
21 0
that validated the 2011 SBEDC Agreement, which had the effect of validating the actions taken
22 W
by the Former RDA, inclusive of the following finding; "The restructuring of the manner in c
23 which the Agency conducts its governmental functions as set out in the Resolutions, and all
24 matters related thereto, are valid, legal and binding acts of the Agency in accordance with their Y
25 terms and were and are in conformity with applicable provisions of all laws and enactments at
26 any time in force or controlling upon such proceedings whether imposed by law, constitution,
27 statute or ordinance, and whether federal, state or local, and are legal, valid and binding
28
1
Packet Pg.277
5 a
1 obligations under the Constitution and laws of the State of California as of the date of their
enactment."; and
2
WHEREAS, for the purpose of implementing the 2011 SBEDC Agreement, the SBEDC
3 periodically received funding allocations from the former RDA sources to finance the activities
4 authorized by the 2011 SBEDC Agreement; and
5 WHEREAS, in addition to financial assistance and pursuant to the 2011 SBEDC
6 Agreement, during March and April of 2011, the Former RDA authorized the transfer of certain
7 real property assets of the Former RDA to the SBEDC; and o
c
WHEREAS, on December 22, 2015, the Successor Agency received its Finding of
8
Completion (the "FOC") from the California Department of Finance (the "DOF") pursuant to
9 HSC § 34179.7; and N
I*
10 WHEREAS, pursuant to HSC § 34191.5 (b), the Successor Agency prepared a long- o
11 range property management plan (the "LRPMP") to dispose of the real property of the Former N
c
12 RDA and submitted its LRPMP to the Oversight Board and subsequently to the DOF; and L
13 WHEREAS, the Oversight Board's Resolution No. SBOB/2015-09, approving the final
CD
version of the LRPMP was submitted to DOF on September 15, 2015; and
14 �.
WHEREAS, per HSC § 34191.5 (b), on December 31, 2015, the DOF approved the
15 final version of the LRPMP and pursuant to HSC § 34191.4 (a) the properties delineated therein a
16 sere thereafter transferred to the "Community Redevelopment Property Trust Fund" for ¢
Q.
17 administration by the Successor Agency consistent with the LRPMP; and v
18 WHEREAS, among other things, the LRPMP describes seven (7) real property sites o
c
19 that are designated to be retained by the City for future development (the "Future Development
r
20 Sites"); and
WHEREAS, consistent with the LRPMP, Future Development Sites are to be
21 transferred to the City after the City has entered into an HSC § 34180 (f) (1) compensation
22
agreement with the Taxing Entities, as defined in HSC § 34171 (k), that receive pass-through r
CD
c
23 payments and distributions of property taxes with respect to the Former RDA's redevelopment E
24 project areas; and
25 WHEREAS, this Resolution concerns the real property commonly known as Assessor
26 Parcel Number 0138-115-13, consisting of approximately 0.95 acres of improved land located
27 at 542 N. Mt. Vernon Avenue, in the City of San Bernardino, County of San Bernardino,
California, and more particularly described in Chapter IV. Property to be Transferred for Future
28
2
Packet Pg.,,278'
1 Development, Site No. 25, pages 121-125 ("Site No. 25" or "the "Site") of the LRPMP and is
incorporated herein by this reference and attached hereto as Exhibit"A"; and
2
WHEREAS, on January 10, 2005, the Former RDA entered into a lease with El Paseo
3 Petroleum LLC to develop Site No. 25 as an ARCO AM/PM; and
4 WHEREAS, prior to completing the improvements on the Site, El Paseo abandoned the
5 Site and defaulted on its lease (El Paseo was later acquired by another company and no longer
c
6 exists); and
7 WHEREAS, on February 14, 2011, the Former RDA terminated the lease; however, as o
a part of the El Paseo lease, El Paseo borrowed approximately $1.9 million from Stonefield,
8
Inc. to finance Site development costs, which was secured by a lien on the Site, and currently
9 remains unpaid; and N
10 v
WHEREAS, during 2011, the Former RDA entered into negotiations with ACCA 4-
0
11 Holdings ("Haddad"), a current ARCO AM/PM operator, to take over Site development and ,L,
12 subsequently its operations; and
13 WHEREAS, the Former RDA and Haddad (the "Parties") anticipated entering into a
N
Disposition and Development Agreement ("DDA")to enable Haddad to purchase the Site; and a,
14 .�
WHEREAS, in order to expedite the process, the Parties agreed to an intermediate step d
15 E
of entering into a lease to enable Haddad to immediately begin to complete Site development a
16 and subsequently operate the ARCO AM/PM; and ¢
a
17 WHEREAS, on May 19, 2011, on behalf of the Former RDA, the SBEDC leased the 0
18 Site to Haddad for the purpose of re-opening/operating the ARCO AM/PM; and o
c
19 WHEREAS, concurrently on May 19, 2011, on behalf of the Former RDA, the SBEDC
20 borrowed $1.9 million (the "2011-Loan Agreement") from Haddad for the purpose of paying N
off the leasehold mortgagee, Stonefield, Inc., that financed the improvements installed by El
21 Paseo; and
22
WHEREAS, the 2011-Loan Agreement was evidenced by a promissory note and secured
c
23 by a deed of trust and assignment of rents, thereby replacing Stonefield, Inc. with Haddad; and E
24 WHEREAS, the Parties anticipated that the 2011-Loan Agreement would be converted
25 to the purchase price of the Site per a DDA, the DDA would then supersede the lease, and the
26 Site would be transferred to Haddad in lieu of loan payment; and
27 WHEREAS, shortly thereafter, the State of California ended redevelopment
implementation in California, which prevented the Parties from entering into a DDA; and
28
3
Packet Pg T279 ,
5.Q.a
1
WHEREAS, through the Recognized Obligation Payment Schedule (the "ROPS")
2
process, DOF denied the Successor Agency's obligation to repay on the 2011-Loan Agreement;
3 and
4 WHEREAS, the term of the $1.9 million 2011-Loan Agreement has expired, the loan
5 has matured and is now in default; and
6 WHEREAS, based on the foregoing, Haddad has requested a deed in lieu of foreclosure
7 and has provided the Successor Agency forbearance to allow the matter to be resolved through a
the redevelopment agency wind-down process; and
8
WHEREAS, consistent with the LRPMP, the Site is to be transferred by the Successor g
9 Agency to the City for future development with the $1.9 million 2011-Loan Agreement lien in N
LO
10
place; and w
0
11 WHEREAS, the City intends to extinguish the $1.9 million 2011-Loan Agreement lien N
12 by providing Haddad with a deed in lieu of foreclosure which will result in no land sales L
13 Proceeds; and
WHEREAS, consistent with the LRPMP, Future Development Sites are to be
14 �.
transferred to the City after the City has entered into an HSC § 34180 (f) (1) compensation .5
15 E
agreement with the Taxing Entities, as defined in HSC § 34171 (k), that receive pass-through
16 w
payments and distributions of property taxes with respect to the Former RDA's redevelopment Q
17 project areas; and 0
18 WHEREAS, the Taxing Entities entitled to a share of the pass-through payments and o
F
19 distributions of property taxes with respect to the Former RDA's redevelopment project areas >
are as follows:
20 v
21 Taxing Entities General Tax Lew Share 0
22 a. San Bernardino City 0.17160900
23 b. San Bernardino County 0.14731316 d
c. San Bernardino County(ERAF) 0.22306840
24 d. San Bernardino County Flood Control Zone 2 0.01918094
e. San Bernardino County Flood Control Zone 3 0.00689005 a
25 f. San Bernardino County Flood Control Admin 1 &2 0.00134890
g. San Bernardino County Flood Control Admin 3-6 0.00023852
26 h. San Bernardino County Superintendent of Schools 0.00645416
27 i. San Bernardino Community College District 0.05177623
j. San Bernardino Valley Municipal Water District 0.02666223
28 k. San Bernardino Valley Water Conservation District 0.00049938
4
Packet'Pg.2801J
5 Q.
1. Colton Joint Unified School District 0.05324890
1 m. Redlands Unified School District 0.04080439
2 n. Rialto Unified School District 0.00223967
o. San Bernardino City Unified School District 0.24727271
3 p. Inland Empire Resource Conservation District 0.00131695
q. Riverside-Corona Resource Conservation District 0.00007640
4
WHEREAS, the purpose of this Resolution is to approve the Compensation Agreement
5 d
which will permit the Successor Agency to convey Site No. 25 to the City for future c
6 development, as described within Exhibit"A," at no cost to the City, and ultimately to Haddad in <
r_
7 lieu of the $1.9 million loan payment; and
m
8 WHEREAS, the City now wishes to enter into this Compensation Agreement with the
9 Taxing Entities for the purpose of implementing the LRPMP with respect to Site No. 25; and z
N
10 WHEREAS, this Resolution has been reviewed with respect to applicability of they
w
11 California Environmental Quality Act (the "CEQA"), the State CEQA Guidelines (California d
Code of Regulations, Title 14, § 15000 et seq., hereafter the "Guidelines"), and the City's 2
12 L
environmental guidelines; and
13
WHEREAS, this Resolution does not constitute a "project" for purposes of CEQA, as Q
14 that term is defined by Guidelines § 15378, because this Resolution is an organizational or
15 administrative activity that will not result in a direct or indirect physical change in E the
a�
16 environment,per § 15378 (b) (5) of the Guidelines. a
a
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17 NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED, AND v
I ORDERED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
18 BERNARDINO, AS FOLLOWS:
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19 Section 1. The foregoing recitals are true and correct and are a substantive part of
20 this Resolution. v
21 Section 2. The Successor Agency has prepared a Compensation Agreement as o
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22 attached hereto as Exhibit`B."
23 Section 3. The Mayor is authorized and directed to execute the Compensation d
E
Agreement.
24
Section 4. This Resolution is not a "project" for purposes of CEQA, as that term is
25 defined by Guidelines § 15378, because this Resolution is an organizational or administrative
26 activity that will not result in a direct or indirect physical change in the environment, per § 15378
27 (b) (5) of the Guidelines.
28 Section 5. This Resolution shall take effect upon the date of its adoption.
5
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1
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO APPROVING A COMPENSATION AGREEMENT BETWEEN
3 THE CITY OF SAN BERNARDINO AND THE FORMER REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO'S TAXING ENTITIES PURSUANT
4 TO HEALTH AND SAFETY CODE SECTION 34180 (f) (1) FOR THE NO COST
TRANSFER OF 542 N. MT. VERNON AVENUE (APN 0138-115-13) FROM THE
5 SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO TO THE CITY OF SAN BERNARDINO AND APPROVING =
6 CERTAIN RELATED ACTIONS. ¢'
c
7 C
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
8 and Common Council of the City of San Bernardino at a meeting >
thereof, held on the day of , 2016, by the following 2
9 vote, to wit: z
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10 Lt
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Council Members Ayes Nays Abstain Absent °
11
MARQUEZ
12 s-
BARRIOS
13 rn
VALDIVIA N
14 SHORETT
15 NICKEL
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16 JOHNSON a
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17 MULVIHILL o
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18 0
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19 Georgeann Hanna, City Clerk
20 The foregoing Resolution is hereby approved this day of ,2016. c,4
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21 0
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22 R. Carey Davis, Mayor
City of San Bernardino
Approved as to Form:
23 Gary Saenz, City Attorney s
24
25 By:
26
27
28
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EXHIBIT "A"
1
2 Property
Chapter IV.
to be Transferred for Future Development
3 Site No. 25,pages 121-125 of the LRPMP
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1 EXHIBIT "B"
2 Compensation Agreement
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cy to Successor Agency to the Redevelopment 6
Agency of the City of San Bentardiao d
Long-Range Property AtonagemenrPlan y
September 1015 V
Amended Deco tuber 1015
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Site No. 25: ARCO Gas Station
Address: 542 N. Aft. Vernon livenue
APN• 0138-115-13
121
IY Property to be Transferred for Future Development
Site Ato.25—ARCD Gas Station
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Successor Agency to the Redevelopment 0)
Agency oftlte City of San Bernardino
Lang-Range Property Afanagement Plan
September 1015
Y
Amended December 2015
Site No. 25: ARCO Gas Station
A. Permissible Use(HSC fi 34191.5(c)(2)):
Site No. 25 is the ARCO Gas Station(the"Gas Station")and is proposed to be transferred to the
City of San Bernardino for future development pursuant to HSC§34191.5(c)(2).
B. Acquisition ofPronerty(HSC S 34191.5(c) (1) (A) and S 34191.5(c) (1) (B)):
Property records indicate that the Gas Station was acquired by the Agency several separate
transactions and carries a total Book Value of$768,380. The following table details the property
records:
Acquisition Details qf the Gas Station
Book Original APNs as
APN Acquisition Date Historical Backgr•ottn
Value Acquired b n A ency
August 2005 $35,522 0138-115-02 On May 27,2008,Parcel
August 2004 $49,907 0138-115-03 Map 17809 Nvas recorded,
0138-115-13 September 2005 $270,437 0138-115-04 thereby creating APN 0138-
0138-115-05 115-13.
June 2001 $309,486 0138-115-06
February 2006 $103,028 0138-115-07
The Gas Station was acquired by the Agency in order to benefit the residents of the surrounding
areas,and the City as a whole,by providing a gas station to meet their needs. The estimated current
value(the"ECV")of the Gas Station is approximately$1,950,000.
C. Site Information(HSC$34191.5(c) (1) (C)):
The Gas Station consists of one (1) 0.95-acre parcel (APN 0138-115-13) located at 542 N. Mt.
Vernon Avenue. Gas Station improvements were constructed in 2008 and include a convenience
store(approximately 3,000 sf),fuel island canopy(approximately 5,000 sf),and a car wash building
(approximately 900 sf).
The Gas Station is zoned Commercial General(CG-3)in the 1992-Paseo Las Placitas Specific Plan
(the"1992-SP"). The purpose of the CG-3 zone is to allow for local and regional serving retail,
personal service,entertainment,office,and related commercial uses.
D. Estimated Current Value(HSC S 34191.5(c) (1)(D)):
To determine an ECV for the Gas Station Property, in January 2015, the Agency conducted a
comparable sales analysis through the National Data Collective. The ECV was determined to be
approximately$1,950,000.
Local factors were not taken into consideration in determining the ECV of this site. Therefore,the
actual value of the property may vary significantly fi-om the ECV. The ECV is only a rough
estimate planning number and should not be relied upon as a basis for actual value. The real value
of the property cannot be determined without an appraisal.
122
X Property to be Transferred forFuture Developu:ent
Site No.25—ARCO Gas Station
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Agency of the City,of San Bernardino I
Long-Range Property Almnagemmnt Plan
September 2015 Y
Amettdr2d2kceobrt2l115
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Site No. 25: ARCO Gas Station LLJ
E. Site Revenues(HSC.$34191.5(c)(1)(E)):
One dollar($1.00)in amnial rent is generated from the Gas Station Property.
On January 10,2005,the Agency entered into a lease(the"2005-Lease")with El Paseo Petroleum.
The 2005-Lease was terminated by the Agency for abandonment and default. The current lease
(the"2011-Lease"),dated May 11,2011, is with A&A Holdings(the"Tenant"). The terms of the
2011-Lease hold the Tenant responsible for all taxes, utilities, and maintenance and repair of the
property. Concurrently with the execution of the 2011-Lease, the Tenant is making a loan to the
San Bernardino Economic Development Corporation(the SBEDC")in the amount of$1,900,000,
which amount is being paid to Leasehold Mortgage Stonefield,the construction lender, as current
payment of the Note and Deed of Trust on the Gas Station Property.
F. Histo•V of Environmental Contamination(HSC 534191.5 0 (1) (F)):
There is no known history of environmental contamination 33
G. Potential for Transit Oriented Development(TOD)and theAllvancenient ofPlarrrrirttr Objectives
of the SuccessorAQency(HSC.$34191.5(c) (1)(G)):
There is no potential for a TOD in conjunction with Gas Station Property.
Mount Vernon Avenue is a major north-south roadway located in the western portion of the City.
Mount Vernon Avenue connects to the 30 and 215 freeways on the northern end,and Interstate 10
to the south. Historic Route 66 runs north along a portion of Mount Vernon Avenue from Foothill
Boulevard/5'h Street north to Cajon Boulevard,where it continues north through the Cajon Pass.
The transfer of the ARCO Gas Station for future development to the City of San Bernardino
advances the planning objectives of the Successor Agency in accordance with the City's General
Plan,Paseo Las Placitas Specific Plan and E1R,and the Agency's Five-Year Implementation Plan
2009/2010 through 2013/2014:
1. Maintain and enhance commercial uses along main thoroughfares such as Mt. Vernon
Avenue;
2. Protect large parcels that front onto freeways and commercial corridors from subdivision
into smaller parcels;
3. Establish and maintain an ongoing liaison with Caltrans;
4. Capture appropriate demand that meets the community's needs and takes full advantage of
emerging development and economic opportunities;
5. Provide opportunities for private investment in the City;
6. Encourage pedestrian friendly uses;
33 h :ltpeoVadcer waterboards ca aovlmaotlCMD=runrmp &myaddress=542+n+mt+vernon+san+bernardino
123
IV.Propero,to be Transferred for Future Development
Site A'o.25—ARCO Gas Station
s anuan u0uaa o�a suea u0l1e;S Se 00a a;l x 1uaua ae}}y
( d A'�W 'N Zb5 I• J 1 � 66Zb) J d 5Z S-d 3 � 4
SuceessorAgency to the Redevelopment
Agency of the City of San Bentanlino
Long-Range PropertyRLatagenteni plan
September 2015
sinow4wDeamber 2015
Site No. 25: ARCO Grts Station
7. Achieve greater private sector profit,public benefit,and sustainability;and
8. Maximize opportunities that generate taxable sales in targeted growth areas.
H. History ofPmviotts Development Proposals antiActntity 6HSCS34191.5(c) (1) (H)):
January 2005, the Agency entered into a Dispositions and Development Agreement (the "2005-
DDA") with El Paseo Petroleum, LLC, (the "Developer") to construct and operate a gas station
("Phase-P)on the northwest corner of W. 5`h Street and N.Mt.Vernon Avenue. The Agency was
to acquire six(6)parcels for Phase-I of the 2005-DDA.
January 2005,Neighborhood Redevelopment Lease was executed between the Developer and the
Agency.
February 2006,land assembly for Phase-I was completed by the Agency.
May 2008,Parcel Map 17809 was recorded thereby establishing a new parcel,APN 0138-115-13.
June 2008,the 2005-DDA was amended to require,among other items,the Developer to purchase
the underlying land (Phase-I) from the Agency upon funding of the permanent loan, for an
appraised value to be determined at such time. The sale of the land did not occur and the Agency
entered into a lease with the Developer.
August 2008, the Developer entered into a construction contract for the construction of the gas
station.
March 2010,the Developer opened the gas station for business,
August 3,2010,the Developer was sued by its construction contractor for lack of payment.
December 2,2010,the Developer closed the gas station pending a new agreement with a petroleum
supplier.
February 1,2011,lease is terminated with Developer.
February 14,2011,2005-DDA is terminated with Developer.
May 2011,Agency(SBEDC on behalf of the Agency)executed new Lease with ACCA Holdings
(Ed Haddad)for the refurbislunent and re-opening of the ARCO AM/PM with a Car Wash.
May 2011,Agency(SBEDC)executed Promissory Note in favor of ACCA to"borrow"$1,900,000
to buy the construction lender note.
May 2011, Agency(SBEDC on behalf of the Agency)executed Deed of Trust w/Assignment of
Rents to ACCA to secure the$1.9M Promissory Note.
124
IV Property to be Transferred for Future Development
Site No.25—ARCO Gas Station
(anuany uouaan';W •N Zl,g Jo�a�sueal 66Zti) uol;e;S set oaay gZ a;lg-y x3 :;uauayoe;;y c
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Agency of the Oly of San Benlardino G.
Lang RaiWe Property hfonagentent Plon
Seplemb5r 2015 )
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Site No. 25: ARCO Gas Stlltion
July 2011,A&A Holdings reopened gas station.
L Disposition ofProperty:
The City's policies and procedures for property disposition,located in Exhibit"A"Section II,will
guide the disposition of the Property.
The ECV of the Gas Station is approximately$1,950,000.
The following process was used in determining the ECV of the Gas Station Property:
Date of estimated current valve—January 2015
Value Basis—The ECV was determined by a comparable sales analysis using the National
Data Collective subscription service. The ECV is approximately$1,950,000.
Local factors that may affect land value were not taken into consideration. Therefore,the actual
value of the property may vary greatly from the ECV. The ECV is only a planning number
and should not be relied upon as a basis for actual value.
J. Implementation ofthe Long-Range Property Manaeement Plan:
The Gas Station Property will be transferred to the City of San Bernardino for future development
subsequent to securing an HSC § 34180 (0 (l) compensation agreement (the "Compensation
Agreement")with the affected taxing entities,or as may otherwise may be provided by the HSC.
125
X Property to be Transferred for Future Development
Site No.25—ARCO Gas Station
COMPENSATION AGREEMENT
(542 N. Mt. Vernon Avenue, San Bernardino, CA --APN 0138-115-13)
THIS COMPENSATION AGREEMENT (this "Agreement") is made and entered into,
effective as of the date defined herein (the "Effective Date"), by and among the City of San
Bernardino, a California municipal corporation (the "City"), and the affected taxing entities as
defined in California Health and Safety Code ("HSC") § 34171 (k) (the "Taxing Entities")and as
more particularly described herein. The City and the Taxing Entities are collectively referred to
herein as "Parties" or individually referred to as a "Party."
RECITALS
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WHEREAS, pursuant to Health and Safety Code (the "HSC") § 34172 (a) (1), the Q
Redevelopment Agency of the City of San Bernardino was dissolved February 1, 2012; and 0
d
WHEREAS, consistent with the provisions of the HSC, the Mayor and Common
Council of the City of San Bernardino (the "City") previously elected to serve in the capacity of
the Successor Agency to the San Bernardino Redevelopment Agency (the "Successor Agency"); N
and LO
4-
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WHEREAS, the Oversight Board for the Successor Agency (the "Oversight Board") w
has been established pursuant to HSC § 34179 to assist in the wind-down of the dissolved
redevelopment agency; and
0
WHEREAS, the former Redevelopment Agency of the City of San Bernardino (the v
"Former RDA") established certain operating practices, funding allocation procedures, and
general oversight requirements for the San Bernardino Economic Development Corporation N
("SBEDC"), which constituted the basis of that certain Project Funding Agreement, dated March w
1, 2011 ("2011 SBEDC Agreement"),between the former RDA and the SBEDC; and E
R
WHEREAS,on July 27, 2011, the California Superior Count entered a Default 00
Judgment that validated the 2011 SBEDC Agreement, which had the effect of validating the
actions taken by the Former RDA, inclusive of the following finding; "The restructuring of the x
manner in which the Agency conducts its governmental functions as set out in the Resolutions, w
and all matters related thereto, are valid, legal and binding acts of the Agency in accordance
with their terms and were and are in conformity with applicable provisions of all laws and E
enactments at any time in force or controlling upon such proceedings whether imposed by law,
constitution, statute or ordinance, and whether federal, state or local, and are legal, valid and Q
binding obligations under the Constitution and laws of the State of California as of the date of
their enactment."; and
WHEREAS, for the purpose of implementing the 2011 SBEDC Agreement, the
SBEDC periodically received funding allocations from the former RDA sources to finance the
activities authorized by the 2011 SBEDC Agreement; and
1
Packet Pg�291;
WHEREAS, in addition to financial assistance and pursuant to the 2011 SBEDC
Agreement, during March and April of 2011, the Former RDA authorized the transfer of certain
real property assets of the Former RDA to the SBEDC; and
WHEREAS,on December 22, 2015, the Successor Agency received its Finding of
Completion (the "FOC") from the California Department of Finance (the "DOF") pursuant to
HSC § 34179.7; and
WHEREAS, pursuant to HSC § 34191.5 (b), the Successor Agency prepared a long-
range property management plan (the "LRPMP") to dispose of the real property of the Former
RDA and submitted its LRPMP to the Oversight Board and subsequently to the DOF; and
a�
WHEREAS, the Oversight Board's Resolution No. SBOB/2015-09, approving the final Q
version of the LRPMP was submitted to DOF on September 15,2015; and c
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WHEREAS, per HSC § 34191.5 (b), on December 31, 2015, the DOF approved the >
final version of the LRPMP and pursuant to HSC § 34191.4 (a)the properties delineated therein
were thereafter transferred to the "Community Redevelopment Property Trust Fund" for N
administration by the Successor Agency consistent with the LRPMP; and LO
4-
0
WHEREAS, among other things, the LRPMP describes seven (7) real property sites
that are designated to be retained by the City for future development (the "Future Development
Sites"); and
WHEREAS, consistent with the LRPMP, Future Development Sites are to be �
transferred to the City after the City has entered into an HSC § 34180 (f) (1) compensation
agreement with the Taxing Entities, as defined in HSC § 34171 (k), that receive pass-through N
payments and distributions of property taxes with respect to the Former RDA's redevelopment E
project areas; and L tM
WHEREAS, this Agreement concerns the real property commonly known as Assessor m
Parcel Number 0138-115-13, consisting of approximately 0.95 acres of improved land located
at 542 N. Mt. Vernon Avenue in the City of San Bernardino, County of San Bernardino, x
California, and more particularly described in Chapter IV. Property to be Transferred for Future w
Development, Site No. 25, pages 121-125 ("Site No. 25" or "the "Site") of the LRPMP and is
incorporated herein by this reference and attached hereto as Exhibit"A"; and t
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WHEREAS, on January 10, 2005, the Former RDA entered into a lease with El Paseo Q
Petroleum LLC to develop Site No. 25 as an ARCO AM/PM; and
WHEREAS, prior to completing the improvements on the Site, El Paseo abandoned the
Site and defaulted on its lease (El Paseo was later acquired by another company and no longer
exists); and
WHEREAS, on February 14, 2011, the Former RDA terminated the lease; however, as
a part of the El Paseo lease, El Paseo borrowed approximately $1.9 million from Stonefield,
2
Packet Pg.A292,
5.Q.c
Inc. to finance Site development costs, which was secured by a lien on the Site, and currently
remains unpaid; and
WHEREAS, during 2011, the Former RDA entered into negotiations with ACCA
Holdings ("Haddad"), a current ARCO AM/PM operator, to take over Site development and
subsequent operations; and
WHEREAS, the Former RDA and Haddad (the "Parties") anticipated entering into a
Disposition and Development Agreement ("DDA")to enable Haddad to purchase the Site; and
WHEREAS, in order to expedite the process, the Parties agreed to an intermediate step
of entering into a lease to enable Haddad to immediately begin to complete Site development
and subsequently operate the ARCO AM/PM; and a
0
WHEREAS, on May 19, 2011, on behalf of the Former RDA, the SBEDC leased the
Site to Haddad for the purpose of re-opening/operating the ARCO AM/PM; and
WHEREAS, concurrently on May 19, 2011, on behalf of the Former RDA, the SBEDC N
borrowed $1.9 million (the "2011-Loan Agreement") from Haddad for the purpose of paying LO
off the leasehold mortgagee, Stonefield, Inc., that financed the improvements installed by El o
Paseo; and w
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WHEREAS, the 2011-Loan Agreement was evidenced by a promissory note and
secured by a deed of trust and assignment of rents, thereby replacing Stonefield, Inc. with
Haddad; and N
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WHEREAS, the Parties anticipated that the 2011-Loan Agreement would be converted N
to the purchase price of the Site per a DDA, the DDA would then supersede the lease, and the .
Site would be transferred to Haddad in lieu of loan payment; and
rn
WHEREAS, shortly thereafter, the State of California ended redevelopment In
implementation in California, which prevented the Parties from entering into a DDA; and
s
X
WHEREAS, through the Recognized Obligation Payment Schedule (the "ROPS") w
process, DOF denied the Successor Agency's obligation to repay the 2011-Loan Agreement;
and E
WHEREAS, the term of the $1.9 million 2011-Loan Agreement has expired, the loan Q
has matured and is now in default; and
WHEREAS, based on the foregoing, Haddad has requested a deed in lieu of foreclosure
and has provided the Successor Agency forbearance to allow the matter to be resolved through
the redevelopment agency wind-down process; and
WHEREAS, consistent with the LRPMP, the Site is to be transferred by the Successor
Agency to the City for future development with the $1.9 million 2011-Loan Agreement lien in
3
Packet P_-293
5 Q.c
place; and
WHEREAS, the City intends to extinguish the $1.9 million 2011-Loan Agreement lien
by providing Haddad with a deed in lieu of foreclosure which will result in no land sales
proceeds; and
WHEREAS, consistent with the LRPMP, Future Development Sites are to be
transferred to the City after the City has entered into an HSC § 34180 (f) (1) compensation
agreement with the Taxing Entities, as defined in HSC § 34171 (k), that receive pass-through
payments and distributions of property taxes with respect to the Former RDA's redevelopment
project areas; and _
a�
WHEREAS, the Taxing Entities entitled to a share of the pass-through payments and =
distributions of property taxes with respect to the Former RDA's redevelopment project areas °c
are as follows: ai
Taxing Entities General Tax Levy Share
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N
a. City of San Bernardino 0.17160900 LO
b. San Bernardino County 0.14731316 0
c. San Bernardino County (ERAF) 0.22306840 2
d. San Bernardino County Flood Control Zone 2 0.01918094
e. San Bernardino County Flood Control Zone 3 0.00689005
£ San Bernardino County Flood Control Admin 1 &2 0.00134890
g. San Bernardino County Flood Control Admin 3-6 0.00023852
h. San Bernardino County Superintendent of Schools 0.00645416
i. San Bernardino Community College District 0.05177623
j. San Bernardino Valley Municipal Water District 0.02666223
k. San Bernardino Valley Water Conservation District 0.00049938 E
1. Colton Joint Unified School District 0.05324890
m. Redlands Unified School District 0.04080439 0°
n. Rialto Unified School District 0.00223967
o. San Bernardino City Unified School District 0.24727271 x
p. Inland Empire Resource Conservation District 0.00131695 w
q. Riverside-Corona Resource Conservation District 0.00007640
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NOW, THEREFORE, for good and valuable consideration,the receipt and adequacy of
which are acknowledged, the Parties hereby agree as follows: Q
1. Incorporation of Recitals: The foregoing recitals are true and correct and are a substantive
part of this Agreement.
2. Purpose: This Agreement is an HSC § 34180 (f) (1) compensation agreement entered into
with the Taxing Entities, defined in HSC § 34171 (k), that receive pass-through payments
and distributions of property taxes with respect to the Former RDA's redevelopment project
areas.
4
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3. Approval of Conveyance and Compensation: Pursuant to the approved LRPMP, the
Successor Agency's conveyance of Site No. 25 to the City for future development and the
City's subsequent transfer of Site No. 25 to Haddad pursuant to a deed in lieu of foreclosure
that will extinguish the financial obligation created by the $1.9 million 2011-Loan
Agreement resulting in no land sales proceeds to be distributed to the Parties is approved.
4. Effective Date: This Agreement shall be effective on the date that the last Taxing Entity
executes this Agreement (the "Effective Date"). Subsequent to the Effective Date, the
Successor Agency is authorized to convey Site No. 25 to the City.
5. Ambiguities: Any rule of construction to the effect that ambiguities are to be resolved
against the drafting Party does not apply in interpreting this Agreement. Q
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6. Integration: This instrument constitutes the entire Agreement between the Parties with
respect to the subject matter hereof and supersedes all prior offers and negotiations, oral or
written.
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7. Amendments: This Agreement may be modified only in writing and only if approved and Ln
executed by the Parties. o
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8. Governing Law: This Agreement shall be construed and interpreted according to the laws
of the State of California.
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9. Counterparts: This Agreement may be executed in one or more counterparts,each of which
will be considered an original, but all of which together will constitute one and the same
M
instrument.
N
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates E
indicated below.
m
CITY OF SAN BERNARDINO
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R. Carey Davis, Mayor
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ATTEST: Approved as to Form:
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TAXING ENTITIES
SAN BERNARDINO COUNTY,
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EXHIBIT A
Chapter IV.
Property to be Transferred for Future Development
Site No. 25, pages 121-125 of the LRPMP
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Q
18
Packet Pg. 308