HomeMy WebLinkAboutBetts Spring Company - Development Agreement APN 487-04-229S 2867 South MapleCIN OF FRESNO
City Clerk's Office (Original)
RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:
Office of the City Clerk
of the City of Fresno
2600 Fresno Street
Fresno, California 93721-3603
Attention: City Clerk
IIIIIII III III II INIIIIIIIIIIII IIIIIIIIIIIIIIIII
FRESNO County Recorder
Robert C, Werner
DOC— 2008-0061225
Monday, RPR 28, 2008 09:54:35
Ttl Pd $0.00 Nbr-0002754016
JZG/R3/1-50
ABOVE TMS LME FUR RECORDERS USE)
This Agreement is recorded at the request and for the benefit of the City of Fresno and is
exempt from the payment of a recording fee pursuant to Government Code Section 6103.
CITY OF FRESNO
a municipal corporation
13
Jon Rutz —Asst. City Manager
DEVELOPMENT AGREEMENT
by and between
THE CITY OF FRESNO,
a municipal corporation
and
BETTS SPRING COMPANY
a California Corporation
(APN: 487-04-229S - Approximately 12.89 acres located at 2867 South Maple, Fresno CA)
DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF FRESNO AND
BETTS SPRING COMPANY
This Development Agreement ("Agreement") is entered into as of the Effective Date (defined
in Section 1), between the CITY OF FRESNO, a municipal corporation (the "City"), and BETTS
SPRING COMPANY, a California corporation (the "Developer").
Recitals
A. It is in the best interests of the City and essential to the health and welfare of the City
and its residents to increase employment opportunities, to generate stable long-term sources of revenue
to support public services and improvements, and to provide a stable economy within the City. To
further these objectives the City Council has variously adopted a Comprehensive Economic
Development Policy dated May 12, 1987, amended June 26, 1990 (the "Economic Development
Policy"), enabled/applied for Enterprise Zone Incentives ("Enterprise Zone Incentives") and adopted
Municipal Restoration Zone Incentives under Resolutions No. 2006-480, 2006-251 and 2006-521
("Municipal Restoration Zone Incentives"), each and all attached hereto as Exhibit A and incorporated
herein;
B. The Policy and Incentives provide that the City is to take steps, among other things, to
attract industries and businesses to the City and to expand the breadth and diversity of economic
activity in the City and provide additional employment opportunities to City residents;
C. The Policy and Incentives establish the City's intent to attract industries and businesses
by providing economic development incentives that encourage locating in or expanding businesses in,
and investing private capital in the City, thereby providing direct and substantial benefits to the City by
creating employment opportunities for City residents, providing additional revenue to the City, and
generally fostering stability and growth in the City's economy;
D. The health, safety, and welfare of City residents depend on development, stability, and
expansion of private business, industry and commerce;
E. The City, under its home rule powers, desires to provide economic incentives to new
business per the above Policy and Incentives in order to increase economic development and
employment opportunities for City residents, thereby reducing unemployment and poverty,
F. To carry out the Economic Development Policy and policies/goals underlying the above
Incentives, the City desires to expand the breadth and diversity of the economic activity in the City and
to provide additional employment opportunities to City residents by (a) attracting new industries and
businesses to the City, (b) encouraging industries and firms to locate and expand in the City, (c) using
public improvements to stimulate business development and private capital investment, and (d)
instituting development incentives which stimulate private capital investment. The City carries out
these objectives by offering development incentives that encourage industries, businesses, and firms to
locate and expand their operations in the City and to invest private capital in the City. This, in tum,
provides direct and substantial benefits to the City and its residents by creating employment
opportunities for City residents, providing the City with additional revenue, and generally fostering
economic stability and growth;
G. Developer proposes to develop corporate/commercial facilities at 2867 So. Maple
Avenue in Fresno, California, which property is legally described in Exhibit B, attached to this
Agreement (the "Property");
H. The City desires to increase its net property taxes, to increase its sales tax revenues, and
to provide new jobs and employment opportunities to its residents;
I. The Developer's business is manufacturing a variety of metal products for use in the
transportation industry. Developer has advisors and consultants with expertise in developing the
Property for this purpose. The Property will be improved with corporate and manufacturing facilities
for office and manufacturing/industrial uses ("Project");
J. Developer has obtained or is in the process of obtaining from the City approval of the
Project Site Plan and related permits/approvals (collectively "Land Use Plan/Entitlements"); The
City's final Conditions of Approval for the Land Use Plan/Entitlements are incorporated into this
Agreement;
K. To cavy out the Economic Development Policy and further its economic development
policies, goals and Incentives, and as more specifically provided in the November 27, 2007 record at
City Council including the Staff Report, related oral testimony and findings and determinations therein
in support of the public interest/this Agreement incorporated herein, the City desires to promote
economic development and job creation by providing the certain Project specific performance based
assistance ("Project Specific Assistance") provided hereunder, provided Developer agrees to certain
incentive reimbursement to City through a "gain sharing" methodology regarding increased sales and
property tax revenue to the City, all as specifically set out in Exhibit C Project Specific
Assistance/Developer Incentive Reimbursement attached to this Agreement and incorporated herein.
The Developer is willing to develop the Property with the Project, and to finance and construct the
necessary public facilities described in this Agreement if the City will provide the Project Specific
Assistance upon the terms and conditions herein;
L. The City is willing to provide the Project Specific Assistance because the Project will
provide direct and substantial benefits to the City and its residents by (i) furthering the objectives of
the Economic Development Policy and Enterprise Zone and Municipal Restoration Zone Incentives,
(ii) generating additional business license fees and sales and property tax revenue to the City, and
(iii) providing additional short-term and long-term employment opportunities for City residents. The
City finds these benefits outweigh the City's costs to provide the Project Specific Assistance to the
Developer;
M. The Developer has a Development Plan, economic modeling and Site Plan
("Development Plan"), and a copy of the Plan is attached to this Agreement as Exhibit D;
N. To carry out their recited desires and objectives, the parties are entering into this
Development Agreement under California Government Code sections 65864 through 65869.5;
O. Any private benefit that may accrue to the Developer from the Incentives and Project
Specific Assistance herein does not outweigh the public benefit to the City and its residents from
creating jobs, reducing unemployment and poverty, and encouraging economic growth;
P. This Agreement was reviewed at a duly noticed public hearing before the Planning
Commission of the City;
Q. The City, with regard to the MRZ has approved and adopted a Finding of Conformity
with MEIR No. 10130 for the 2025 General Plan RDA ; 2005-1. The City has environmentally
assessed the Project Land Use Plan/Entitlements, and this Agreement, in compliance with the
environmental review requirements of the California Environmental Quality Act ("CEQA"), resulting
in a finding of conformity with the 2025 Fresno General Plan Master Environmental Impact Report
(MEIR) No. 10130 under Environmental Assessment No. S-07-04 with Addendum dated March 1,
2007;
R. The Council, as an express condition precedent to the effectiveness of this Agreement,
has reviewed and considered Environmental Assessment No. S-07-04 with Addendum;
S. The City Council, after a duly noticed public hearing, found that the provisions of this
Agreement are consistent with the City's 2025 General and Specific Plan(s), the Roosevelt Community
Plan and the Southeast Fresno Revitalization Redevelopment Plan, and all other applicable plans and
policies of the City,
T. On November 27, 2007 the City Council adopted Ordinance No. 2007-84 approving
this Agreement. The ordinance, a copy of which is attached to this Agreement as Exhibit E, will take
effect at 12:01 a.m. of the 31 st day following its adoption.
herein.
AGREEMENT
Recitals as Contract.
The above recitals are hereby adopted by the parties as true and correct and are incorporated
2. Term of Agreement; Condition to City's Obligations.
This Agreement becomes effective on the date that Ordinance No. 2007-84 takes effect
("Effective Date"), and continues for 10 years unless terminated earlier as provided hereunder.
Notwithstanding the Effective Date of this Agreement, the conditional approval of the
entitlements/Site Plan is a condition precedent to the City s obligations under this Agreement.
3. Development.
3.1 The Property; Development; Permitted Uses. The Property contains
approximately 12.89 acres, is in the Southeast area of Fresno, California, at S. Maple and E.
Commerce Avenues. The Developer shall develop approximately 120,000 square feet of gross
3 A-
buildable area into corporate and manufacturing facilities for office and manufacturing/industrial uses
consistent with the Development Plan, as permitted by the applicable zoning ordinances.
Development details are set forth in Developer's Exhibit D.
Subject to Subdivision Map Act requirements for multiple final maps, the
Developer may develop the Property in phases. If so, Developer will develop the Property in a manner
that results each year in Qualified Lot(s) per the schedule set forth in Exhibit "G". The obligations of
Developer shown in Exhibits D, F and G, in the entitlements/Site Plan, in any Final Subdivision
Map(s), and in any agreement(s) entered into in connection therewith, as applicable are collectively
referred to in this Agreement as the "Development".
3.2 Representations and Warranties; Title; Subordination. The Developer
represents and warrants that (a) it has fee title to the Property, (b) it has the requisite corporate power
and has been authorized by the requisite corporate action to enter into this Agreement, and (c) all
persons having or acquiring an interest, including but not limited to any security interest, in all or any
portion of the Property before this Agreement is recorded are bound by the terms of this Agreement.
Developer will take all action necessary to make this representation and warranty true on or before this
Agreement is recorded. Necessary action includes, but is not limited to giving notice of this
Agreement to all persons with an interest in the Property, and recording a subordination of any
interests prior to the recording of this Agreement.
3.3 Land Use Designations; Applications; Permits and Entitlements. During
the term of this Agreement, the City will retain commercial, industrial or other land use designation(s)
and zoning on the Property that permit the Development. If Developer delivers to the City the
environmental clearances required hereunder, and if Developer's applications for development
entitlements and development permits comply with the standards of this Agreement and applicable
law, statutes, City ordinances, rules, regulations and official policies (including, but not limited to, all
environmental laws, e.g. federal and state superfund laws), the City will accept, process and review the
applications in good faith. The Developer shall apply for the permits and entitlements required for
each phase of the Development, as applicable in sufficient time to permit the Developer to qualify lots
in accordance with the development schedule set forth in Exhibit G.
3.4 Environmental Clearances. As a condition precedent to the City's obligations
under subsection 3.3 immediately above, the Developer shall firmish the City with all environmental
clearances and other evidence required under state and federal laws, and local laws to permit the
Property to be developed, acceptable to the City.
3.5 Development Standards. In completing the development, Developer shall
substantially comply with (a) those ordinances, policies, and standards in effect on the date the
entitlements/Site Plan is/are conditionally approved; (b) those standards set forth in applicable City
land use plans and applicable zone districts, as the standards may be amended or modified in
accordance with applicable laws; (c) any City Site Plan Review prepared for all or any part of the
Property; (d) any conditional use permit obtained for all or any part of the Property, and the mitigation
measures set forth in Environmental Assessment No. S-07-04 with Addendum dated March 1, 2007.
Without limiting the generality of the foregoing, the property development standards for density and
intensity of use, and for maximum height and size of buildings are those set forth in the zoning
4
C)
ordinances applicable to the Property, as the ordinances are modified in accordance with the law; and
the Developer's dedications of land for public purposes are those set forth herein.
3.6 New Standards Consistent with Similar Development. The City, in
subsequent actions applicable to the Property, or to any phase of the Development, may apply new
rules, regulations or policies as long as the new rules, regulations or policies do not conflict with those
standards, ordinances, rules, regulations and policies in force when the entitlements/Site Plan is/are
approved (subject to the limitations and conditions imposed on vested rights under the California
Government Code and related laws and ordinances), and as long as the new standards, ordinances,
rules, regulations and policies do not impose any requirements on the Development that are in addition
to, or more restrictive than, those applicable to all similar commercial development in the City. The
City may deny or conditionally approve any subsequent development project application on the basis
of existing or new rules, regulations, and policies.
3.7 New Standards to Protect Public Health and Safety. The City may impose
new or different standards, ordinances, rules, regulations or policies to the Development or any phase
of the Development to the extent the City deems it necessary to alleviate or prevent a threat to public
health or safety. The City may deny condition or regulate any development project or any
development or construction by the Developer on any property in the City other than the Property.
3.8 Changes Required by Federal or State Law Changes. If any new federal or
state law or regulation, or any change in any federal or state law or regulation, enacted after the
Effective Date, prevents compliance with one or more provisions of this Agreement or requires
changes in plans, permits, or development entitlements approved by the City for the Development or
any phase of the Development, the provisions, plans, permits or entitlements may be modified or
suspended as necessary to comply with the new or changed federal or state law or regulation.
4. Necessary Public Facilities and Project Specific Incentives/Reimbursements.
4.1 Financing and Construction. Developer is responsible for financing and
constructing the following necessary public facilities in conjunction with the Development, as maybe
set forth in Exhibit D, and entitlements, Site Plan, Review Application No. 5-07-04 and Conditions of
Approval (collectively the "Maps and Agreements"):
4. 1.1 On-site Street Improvements. Any/all On-site street improvements
required and in compliance with the Maps and Agreements.
4.1.2 Off -Site Street Improvements. Any/all Off-site street improvements
required and in compliance with the Maps and Agreements.
5
4.2 Development Standards; Specifications. Developer shall construct the public
facilities described above at its sole cost and expense (including, but not limited to all costs of
engineering, inspection, and testing). In completing the construction, Developer shall comply with (a)
the conditions and terms of the entitlements/Site Plan and Agreements, (b) all approved construction
plans, (c) all applicable laws, ordinances, and resolutions, and (d) the construction standards contained
in the City's Standard Specifications. If the City does not have standard specifications for any
construction to be performed, the Developer will complete the construction in accordance with the
standards and specifications of the State of California, Division of Highways. Developer will
complete all construction to the satisfaction of, and use materials satisfactory to, the City Engineer.
The City Engineer may inspect all construction and materials.
4.3 Acceptance and Warranty of Public Facilities. The City's final written
acceptance of any public facilities will constitute a finding that the public improvements comply with
the plans and specifications. But the Developer shall be responsible to the City for any defects in work
or material or design in the public improvements or facilities that occur or appear within one year after
the date of written acceptance. This one-year obligation is in addition to, and does not limit
Developer's obligations under any express or implied warranties. The City shall give the Developer
written notice to repair or correct any defect occurring or appearing within one year, and the
Developer's cost to repair or correct the defect will not be a Reimbursable Cost (defined below).
Failure to repair or correct any defect may result in an offset to, or suspension of, reimbursements until
the repair or correction is completed to the satisfaction of the City. Developer shall include the City as
a named beneficiary to any subcontract for or warranty of the public facilities.
4.4 Reimbursement for Financing of Public Facilities. As permitted under
Government Code Sections 65864 and 65865.2, and in the manner specifically set forth in this
subsection, the City will reimburse the Developer for its actual out-of-pocket costs in constructing the
necessary Off -Site public facilities described in subsection 4.1 after the facilities have been approved
and accepted by the City, per Exhibits C and D.
4.4.1 Due Date of Reimbursement. The reimbursements and adjustments to
reimbursements will be due each year by July 15 solely from funds allocated and available in each City
fiscal year.
4.4.2 Conditions to and Formula for Reimbursement. Reimbursements
will be pro -rated, performance based, determined in accordance with the formula set forth below, and
conditioned as follows:
4.4.2.1 Substantiation and Payment of Reimbursement. Developer
shall, upon City's request reasonably substantiate any and all reimbursement(s) provided under Exhibit
C hereto, within 30 days of such request. Such substantiation shall, without limitation: (a) identify
each subdivision lot that became a Qualified Lot (defined below); (b) set forth the Reimbursable Costs
in the detail, and be accompanied by the supporting documentation, reasonably required by the City s
Public Works Director and Controller to confirm the expenditures by Developer; and (c) set forth in
detail the Developer's calculation of the reimbursement claimed, and the adjustments, if any, sought
for prior reimbursements.
7
In addition, the Developer will provide with the substantiation materials
(i) a certification by an officer of Developer that all costs have been incurred byDeveloper to construct
the public facilities that were completed by Developer and accepted by City within the immediately
preceding calendar year, and (ii) lien waivers and releases sufficient to deliver the public facilities to
the City free of all liens and encumbrances including, but not limited to, all mechanic's liens.
Within sixty days after receiving the substantiation materials for
reimbursement the Director of Public Works shall review the request and determine (a) whether the
work on the public facilities for which reimbursement is requested has been completed and the
facilities accepted by the City, (b) that the items of material, labor, and services for which
reimbursement is sought are within the scope of this Agreement, (c) that a Certificate of Occupancy
has been issued within the prior calendar year for the lots claimed as newly Qualified Lots, (d) whether
the requisite lien waivers and releases have been received, and (e) whether there are any warranty
issues outstanding between the Developer and City for the public facilities. After making these
determinations, the Director shall notify Developer of and resolve any discrepancies. If there are no
discrepancies, the Director shall approve the request and forward it to the Controller of the City, with
notice of any off -sets or hold -backs for unresolved warranty work. The Controller shall verify the
Developer's calculations of the reimbursement, notify the Developer of any errors or discrepancies,
and provide for payment by July 15 solely from funds allocated and available in each City fiscal year,
consistent with Exhibit C.
The City will be obligated to make reimbursements under this
Agreement only for lots becoming Qualified within the term of this Agreement. For reimbursements
and adjustments to reimbursements payable for the calendar year in which the term of this Agreement
expires, the Developer will submit such substantiation materials on the earlier to occur of April 1
following termination or expiration, or within sixty (60) days following the expiration or termination.
4.4.2.2 Reimbursement Formula. The initial reimbursement will be
determined under the following formula: (See Exhibit C.)
4.4.2.3 Offsets or Hold -backs for Warranty Work. IftheDirector
of Public Works determines there are unresolved warranty issues, the City may withhold from the
reimbursement and adjustments otherwise due, a sum sufficient for the City to perform the warranty
work. Unresolved warranty issues may include warranty work that is not completed within a
reasonable time or is not completed to the reasonable satisfaction of the Director.
4.4.2.4 Qualified Lot. A "Qualified Lot" is each (subdivision) lot for
which the City issues a Certificate of Occupancy for the business structure(s) on the lot. The City s
issuance of a Certificate of Occupancy does not constitute an acceptance and approval of public
facilities.
4.4.2.5 Example. An illustration of the reimbursement calculations is
contained in Exhibit C.
4.5 Project Specific Incentives/Reimbursement. City shall provide those project
specific incentives at the times, in the manner and subject to the terms and conditions in Exhibit C,
utilizing solely allocated and available funding in each City fiscal year hereunder.
7 �,
4.6 Books and Records. Developer shall establish and maintain throughout the
term of this Agreement, and for a four-year period following the date of the last reimbursement,
records and accounts on the Property and its development, in accord with normal business practices, in
accord with any reasonable request of the City, and in accord with applicable laws, rules, and
regulations. At the times and in the forms as the City may reasonably request, Developer shall furnish
City with statements, records, reports, data and information related to the costs to be reimbursed. The
City, at its cost, has the right during reasonable business hours to inspect and copy Developer's
records, books, and documents related to the Reimbursable Costs. Not more frequently than annually,
the City at its cost has the right, but not the obligation, to audit the Developer's books and records.
5. Fees. Except as expressly provided in this Agreement, Developer shall pay all
governmental and public agency fees and charges imposed by any public agency in connection with
the Development including, but not limited to, the following:
5.1 Building, electrical, plumbing, mechanical and grading permit fees;
5.2 Plan check fees;
5.3 Site plan review fees;
5.4 Street tree fees;
5.5 Oversize sewer fees;
5.6 Major sewer facilities fees;
5.7 Fire hydrant fees;
5.8 Transmission grid main fees;
5.9 Lateral sewer fees;
5.10 Water frontage fees;
5.11 Urban Growth Management fees;
5.12 School impact fees;
5.13 Drainage fees;
5.14 Fees and charges imposed by Fresno Irrigation District; and
5.15 Any impact fees and other fees and charges which are imposed by the City
and/or any other public agency as of the Effective Date.
6. Excusable Delays. Subject to the notice and agreement required under this Section,
and subject to the requirements hereunder, performance by either party of any of its obligations
hereunder may be excused for a period reasonably necessary to overcome a delay from any cause
reasonably unforeseeable and beyond the control of the delayed party including, but not limited to, acts
of God; earthquake; fire; flood; strike or other labor unrest; unforeseeable shortage or failure of labor
or material supply; substantially adverse conditions in the commercial real estate market; or failure,
delay or inability of the City, without fault of the Developer, to accept, process, review or hold
hearings on the application for a permit or development entitlement properly submitted by the
Developer pursuant to this Agreement. The delayed party shall notify the other party immediately
after learning of any reason for delay, describing the cause and requesting a specific extension of time
for performance. Any extension of time and any condition to the extension will be specified in a
writing, be signed by the authorized representatives of each party, be subject to the approvals required
hereunder, and be attached to this Agreement as a modification or amendment.
7. Default, Termination, Annual Review.
7.1 Default. Subject to the provisions of this Agreement, and without affecting the
rights of the City hereunder, any failure or delay by either party in performing its obligations under this
Agreement constitutes a default if, within 30 calendar days after receipt of notice of default from the
other party, (i) the defaulting party does not remedy the failure or delay or (ii) if the delay or failure
cannot be remedied within the 30 -day period, the defaulting party does not within the 30 -day period
begin substantial efforts to remedy the delay or failure, and does not diligently pursue the efforts to
completion within a reasonable time. The notice of default will provide reasonable detail of the delay
or failure claimed as a default, and the manner, if any, in which the defaulting party may remedy the
delay or failure. During the periods specified in (i) or (ii) of this subsection, the defaulting party will
not be considered in default for purposes of terminating this Agreement or for invoking any other
remedy for default.
7.2 Termination. Upon either party's default, the nondefaulting party has the right
to terminate this Agreement immediately by giving notice to the defaulting party.
7.3 Annual Review. Beginning March 1 each year, Developer will work with the
City Manager to prepare a project status report to the City Council. No particular form or format is
required provided that the report shall include without limitation: (i) project construction, occupancy
and/or operational status, (ii) actual project financial performance versus proforma (i.e., Exhibit D)
project economic performance/financial performance for each fiscal year, (iii) any outstanding (under
this Agreement) substantiation, performance or payment issues and proposed resolution, (iv) corporate
organization and financial information the most recent fiscal year including project property and sales
tax payments, (v) any non -City public funding/assistance to the project, (vi) any project
litigation/bankruptcy petitions/filings,(vii) any information specifically request by City. The report is
to demonstrate the Developer's good faith compliance with the terms of this Agreement. The City, at
the first City Council meeting in July of each year, shall review the report and the extent of the
Developer's good faith compliance. City shall provide Developer fifteen days prior written notice of
the Council meeting. At the meeting the Developer will demonstrate its good faith compliance with
this Agreement. If, as a result of the review, the City Council finds and determines on the basis of
substantial evidence that the Developer has not complied in good faith with the terms or conditions of
this Agreement, the Council may terminate or modify this Agreement without complying with the
notice provisions of this Article.
7.4 Effect of Termination. If the City terminates this Agreement under this
Article, the termination will not affect Developer's rights or duties under any development entitlement,
permit or approval finally issued or given by the City for the Development. Termination will not
affect any right of Developer to reimbursement as provided in this Agreement for sets of lots
becoming Qualified prior to the effective date of the termination. As used in the preceding sentence,
the phrase "finally issued or given" means the City s decision with respect to the entitlement, permit or
approval is final and not subject to further administrative or judicial appeal.
7.5 Remedies Cumulative. All remedies of the parties are cumulative.
Termination of this Agreement by either party under this Article is an additional remedy, and does not
limit any other rights or remedies available to that parry, whether granted by this Agreement or
available at law or in equity including, but not limited to, the right to bring an action for specific
performance, injunction, mandamus, or damages. The exercise by a party of any remedy is not an
election of remedies and is not a waiver of any other remedies.
7.6 Waiver. A party's failure to insist on strict performance of any provision of this
Agreement or failure to exercise any remedy available to that party is not a waiver of the performance
or remedy. A party's waiver of any provision of this Agreement, or waiver of any default by the other
party, or waiver of any remedy is not effective unless it is in writing and signed by an authorized
representative of the waiving party. A party's waiver of a particular provision or default does not apply
to any other provision or default.
7.7 Specific Performance. Unless amended, terminated or cancelled under
applicable law or the terms of this Agreement, the terms of this Agreement are specifically enforceable
by either party notwithstanding any subsequent change in land use plans, zoning, building, fire,
plumbing, mechanical or electrical codes, Standard Specifications, the City's Master Fee Resolution,
or any other standards, rules, laws, or regulations applicable to any phase of the Development.
8. Indemnity; Insurance.
8.1 Indemnification. To the furthest extent allowed by law, the Developer shall
indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents,
volunteers, boards and commissions against all loss, liability, fines, penalties, forfeitures, costs and
damages (whether in contract, tort or strict liability including, but not limited to, personal injury, death
at any time, and property damages) incurred by the City, the Developer or any other person, and from
any and all claims, demands, actions and suits in law or equity (including attorneys' fees and litigation
expenses), that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct
of Developer, its principals, officers, employees, agents or volunteers in the performance of this
Agreement, including, but not limited to the design and construction of the public
facilities/improvements.
If the Developer subcontracts all or any portion of its construction obligations
under this Agreement, the Developer will cause the subcontractor to indemnify, hold harmless and
defend the City and each of its officers, officials, employees, agents and volunteers in accordance with
the terms of the preceding paragraph.
10
Developer shall indemnify, hold harmless and defend the City against any
action or suit by a third party challenging the validity of this Agreement.
Developer's obligations under this subsection will survive and remain in effect
following the termination and expiration of this Agreement.
8.2 Insurance. Throughout the life of this Agreement, the Developer shall pay for
and maintain in full force and effect all policies of insurance required under this Agreement with an
insurance company (ies) either (i) admitted by the California Insurance Commissioner to do business
in the State of California and rated not less than "A- VII" in Best's Insurance Rating Guide, or (ii)
authorized by the City's Risk Manager. The following policies of insurance are required:
8.2.1 COMMERCIAL GENERAL LIABILITY insurance that includes
contractual, products and completed operations coverages, bodily injury and property damage liability
insurance with combined single limits of not less than $2,000,000 per occurrence.
8.2.2 BUILDERS RISK INSURANCE in an amount to provide coverage to
100 percent (100%) of the replacement value of the project, including terms of labor and materials in
place or to be used as part of the permanent construction, including surplus miscellaneous materials
and supplies incidental to the work and such scaffolding, staging, towers, forms and equipment as are
not owned or rented by the Developer, the cost of which is not included in the cost of work, provided
that such coverage shall incept not later than the date of lumber drop at the project site.
8.2.3 COMMERCIAL AUTOMOBILE LIABILITY insurance, endorsed for
,,any auto" with combined single limits of liability of not less than $1,000,000 per occurrence.
8.2.4 WORKERS' COMPENSATION insurance as required under the
California Labor Code.
8.2.5 PROPERTY INSURANCE. Developer shall pay for and maintain, in
full force and effect, throughout the remaining life of this Agreement, a policy(ies) of property
insurance acceptable to the City, covering the project premises, with limits equal to the full
replacement cost (without deduction for depreciation) of all improvements, including fire and
Extended Comprehensive Exposure (ECE) coverage in an amount, form, substance, and quality as
acceptable to the City's Risk Manager. The City shall be added by endorsement as a loss payee
thereon.
All the policies of insurance except the Workers' Compensation policy shall be
endorsed to provide an unrestricted thirty (30) day written notice in favor of the City for any policy
cancellation and any change or reduction in coverage. The Workers' Compensation policy shall
provide for a ten (10) day written notice. At least fifteen (15) days prior to the expiration date of
any policy, the Developer shall provide a new certificate of insurance for a renewal policy. If the
insurer, broker, or agent issues a notice of cancellation, or a notice of change to or reduction in
coverage, the Developer shall immediately file with City a certified copy of the new or renewal policy
and certificates.
The liability insurance policies will be written on an occurrence form and will
name the City, its officers, officials, agents, employees and volunteers as an additional insured. These
policy(s) of insurance will be endorsed so the Developer's insurance shall be primary and the City will
not be required to contribute. The Developer shall furnish the City with the certificate(s) and
applicable endorsements for ALL required insurance prior to City's execution of this
Agreement. The Developer shall famish the City with copies of the actual policies upon the request
of the City's Risk Manager.
The City may terminate this Agreement if Developer fails to maintain the
required insurance.
If the Developer subcontracts all or any portion of the work to be performed
under this Agreement, the Developer shall require each subcontractor to provide insurance protection
in favor of the City, its officers, officials, employees, agents, and volunteers in accordance with the
terms of each of the preceding paragraphs. Developer will cause the contractor's and subcontractors'
certificates and endorsements to be on file with the Developer and City before the contractor or
subcontractor begins any work.
Upon request by the City's Risk Manager, and in any event at least 10 calendar
days before beginning to construct any phase of the Development, the Developer shall promptly
furnish the City certificate(s) confirming that the required insurance is in effect and, in the case of the
public liability insurance, that the City and its officers, officials, employees, agents, and volunteers are
named as additional insureds. Each certificate will be in a form acceptable to the City's Risk Manager.
Any insurance required to be maintained by the Developer may be maintained under a blanket policy
covering other locations and other persons, if the blanket policy is acceptable to the City's Risk
Manager and the insurance coverage is equivalent to the coverage otherwise required under this
Agreement.
8.3 Environmental Indemnification. To the fullest extent allowed by law, the
Developer shall defend, indemnify, and hold City, and its representatives, employees, consultants,
officers, and volunteers free and harmless from any and all claims, liabilities, damages, remediation
costs, and judgments which may result from the presence, removal, and storage of any Hazardous
Materials on the Property. This indemnification shall apply to any and all claims, damages,
remediation costs, and judgments, that arise out of, pertain to, or relate to the negligence, recklessness
or willful misconduct of Developer, its principals, officers, employees, agents or volunteers in the
performance of this Agreement. This indemnity shall survive the termination or expiration of this
Agreement.
For purposes of this Agreement, "Hazardous Material" or "Hazardous
Substances" shall mean: (a) any "hazardous substance" as defined in Section 101(14) ofCERCLA (42
U.S.C. Section 9601(14)) or Section 25281(d) or 25316 of the California Health and Safety Code at
such time; (b) any "hazardous waste", "infectious waste" or "hazardous material" as defined in Section
25117, 25117.5 or 25501 6) of the California Health and Safety Code at such time; (c) any other
waste, substance or material designated or regulated in any way as "toxic" or "hazardous" in the
RCRA (42 U.S.C. Section 6901 et seq.), CERCLA, Federal Water Pollution Control Act (33 U.S.C.
Section 1521 et seq.), Safe Drinking Water Act (42 U.S.C. Section 3000 (f) et seq.), Toxic Substances
Control Act (15 U.S.C. Section 2601 et seq.), Clean Air Act (42 U.S.C. Section 7401 et seq.),
12 �j
California Health and Safety Code (Section 25100 et seq., Section 3900 et seq.), or California Water
Code (Section 1300 et seq.) at such time (d) any "hazardous materials," "hazardous substances,"
"hazardous materials" or "toxic substances" as defined in the Hazardous Materials Transportation Act
at such time (49 U.S.C. Section 1801 et seq.); and (e) any additional wastes, substances or material
which at such time are classified, considered or regulated as hazardous or toxic under any other
present or future environmental or other similar law, ordinance or regulation, including without
limitation, those relating to soil and groundwater conditions.
9. Recording and Appurtenant Nature. As required under Government Code section
65868.5, the City will record a copy of this Agreement in the Official Records of Fresno County
within 10 calendar days after the City has signed it. The burdens of this Agreement will bind, and the
benefits of this Agreement will inure to, all successors in interest to the parties hereto.
10. Assignment.
10.1 Written Consent Required. Except as permitted in this Agreement, the
Developer will not assign, sell or otherwise transfer this Agreement or any of its rights, duties or
obligations under this Agreement without first obtaining written consent from the City. Transfer of
more than ten percent (10%) interest in the ownership of Developer will be deemed an assignment or
transfer for purposes of this subsection.
10.2 Sale of the Property; Assumption of Obligations. This Agreement, its rights,
duties or obligations may be assigned, sold, or transferred in connection with a transfer by Developer
of all its interest in the Property, only if the assignee or transferee agrees to assume and be bound by
all duties, obligations and covenants of the Developer under this Agreement. The assumption must be
set forth in an assumption agreement in a form reasonably acceptable to and approved in writing by the
City. Failure to deliver a written assumption agreement will not impair the effect of Section 8 of this
Agreement.
11. Amendment, Modification and Cancellation. This Agreement may be amended,
modified or cancelled by mutual consent of the parties but only in accordance with Government Code
sections 65867, 65867.5 and 65868. All amendments and modifications, when properly approved and
executed, will be recorded in the same manner as this Agreement.
12. Further Assurances. Upon request of the other party, each party will execute any
additional documents and take any additional steps reasonably necessary to carry out the purposes of
this Agreement.
13. Notices. All notices under this Agreement will be in writing and will be given by
personal delivery; or by registered or certified U.S. mail, postage prepaid, return receipt requested; or
by facsimile if transmitted by a machine that produces a transmission report verifying the date and
time of transmission and the telephone number to which transmitted, and a confirming hard copy is
mailed to the recipient; or by overnight delivery service that issues a receipt; and addressed to the
appropriate party at the address set forth below. Notice given (a) by personal delivery will be effective
upon delivery, (b) by mail will be effective upon receipt or three calendar days after the postmark date,
whichever is earlier; (c) by facsimile will be effective on the date shown on the transmission receipt;
and (d) by overnight delivery service will be effective on the date of receipt.
13 1
k
To the City:
City of Fresno
Attn: Director - HECD
2600 Fresno Street, Room 3076
Fresno, California 93721-3605
Attention: City Manager
Fax No.: (559) 488-1015
With Copy to:
City Attorney
2600 Fresno Street, Room 2031
Fresno, California 93721-3602
Fax No.: (559) 488-1084
To the Developer:
BETTS SP5JNG COMPANY
Attn:
_1,
Attn: 7-
28-2
28G 7 Jr if'.g-e E-
'Aw-s.•o C04 fl7zr
FAX NO. f Si 9194P /6 Z i
With Copy to:
FAX
Either party may change its address or the addressee for notice by giving notice in accordance with this
section.
14. Nature of Project and Relationship of Parties.
14.1 Nature of Project as Private Undertaking. Both parties acknowledge that (a)
the Development is a private undertaking; (b) the Developer will have exclusive control over the
Property and over the construction and operation of the Development, subject only to this Agreement,
to the standards, ordinances, rules, regulations and policies specified herein, and to the
entitlements/Site Plan and Agreements; and (c) the City has no duties or responsibilities to the
Developer or any third party with respect to any public improvement or facility constructed by the
Developer until the City accepts the improvement or facility for public use.
14.2 Relationship of Parties. Nothing in this Agreement or any document signed in
connection with this Agreement will be construed as creating a partnership, joint venture, agency
relationship or employment relationship between the City and the Developer or any of the Developer's
contractors, subcontractors, employees, agents or representatives.
15. Attorneys' Fees and Litigation Expenses. If either party is required to bring a
lawsuit, arbitration, or other proceeding with respect to breach, interpretation, or enforcement of this
Agreement, the losing party shall reimburse the prevailing party reasonable attorneys' fees and
expenses incurred in connection with the lawsuit or proceeding and any appeal, in such amount as may
be determined by the court or other tribunal having jurisdiction.
16. Governing Law. This Agreement will be interpreted and construed, and the rights and
duties of the parties (both procedural and substantive) will be determined according to California law.
17. Counterparts. This Agreement may be signed in one or more counterparts, each of
which when signed, irrespective of the date signed and delivered, will be deemed to constitute one
instrument.
18. Exhibits. Each of the exhibits referenced as attached to this Agreement is by the
reference incorporated into and made a part of this Agreement for all purposes.
19. Entire Agreement. This Agreement, including all attached exhibits, contains the
entire understanding and agreement between the parties concerning the matters described in this
Agreement. This Agreement merges with and supersedes all prior understandings, negotiations,
agreements, representations, correspondence and documents relating to the matters contained in this
Agreement.
20. Compliance with Applicable Laws. Developer shall perform all its rights, duties, and
obligations under this Agreement in compliance with all applicable laws, statutes, ordinances, rules
and regulations including, but not limited to, all environmental laws.
20.1 Developer acknowledges that Developer, not the City, is responsible for
determining applicability of and Developer's compliance with all local, state, and federal laws
including, but not limited to, provisions of the California Labor Code/federal and state prevailing wage
requirements, Public Contract Code, and Government Code. The Council of the City of Fresno has
adopted Resolution No. 82-297 ascertaining the general prevailing rate of per diem wages and per
diem wages for holidays and overtime in the Fresno area for each craft, classification, or type of
workman needed in the execution of City contracts. A copy of the resolution is on file of the Office of
the City Clerk. Actual wage schedules are available at Construction Management Office, 1721 Van
Ness Avenue, Fresno, CA 93721 (559) 621-5600. The City makes no express or implied
representation as to the applicability or inapplicability of any such laws to this Agreement or to the
parties' respective rights or obligations under this Agreement including, but not limited to, payment of
prevailing wages, competitive bidding, subcontractor listing, or similar or different matters.
Developer further acknowledges that the City will not be liable or responsible at law or in equity for
any failure by Developer to comply with any such laws, regardless of whether the City knew or should
have known of the need for compliance, or whether the City failed to notify Developer of the need for
compliance.
21. Venue. Venue for any action arising out of this Agreement and brought by any of the
parties will be the Fresno County Superior Court or the United States District Court for the Eastern
District in Fresno County.
15 Ij^
22. Improvement Agreement/Bonding. Nothing in this Agreement limits the terms of,
the security/warranty requirements under, or the bonding requirements under, any
improvement/subdivision or early construction agreement between City and Developer.
23. Consent, Reasonableness. Except when this Agreement specifically authorizes a party
to withhold its approval, consent, or satisfaction in its sole discretion, any consent, or approval, or
satisfaction required of a party under this Agreement, will not be unreasonably withheld, conditioned,
or delayed by the party.
24. Assessment DistricVCFD. Nothing in this Agreement limits Developer's rights to
apply for/petition for an Assessment District or Community Facilities District to pay for a portion of
the necessary public facilities described herein.
CITY OF FRESNO,
a municipal corporation
ATTEST:
REBECCA E. KLISCH
CITY CLERK
APPROVED AS TO FORM:
JAMES C. SANCHEZ
CITY ATTORNEY
By: k y - 1-4 -aB
Robert R. Coyle, Deputy
(Attach notary acknowledgements)
RRC:eb/sz[42183eb:sz/agmt]9/04/07rvsdRRC 1-16-08
BETTS SPRING COMPANY
a California Corporation
By: '—
Title: IV,,e «ex T ��ct
e
APPROVED AS TO FORM:
Lo
(Attach notary acknowledgements)
16
11
ACKNOWLEDGMENT
State of California
County of Fresno
OnAor,'2�f 2yGg before me, Theresa Saldivar, Notary Public
(insert name and title of the officer)
Personally appeared Q y! 0 f( a d —
who proved to me on the basis of satisfactory evidence to be the person(w) whose name(pr) islpfe
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/hei,Aheir authorized capacity(igfs), and that by his/herftheir signatureo) on the instrument the
person(K, or the entity upon behalf of which the person(p f acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal. THERESA SA"'VAA
J� COMM. #1649668 z
, •b Notary Public - CaWornia A
z Fresno County
M= Comm. Ex 'res r. 3, 2010
Signature (Seal)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of Lesi10
On Jl )arch 24 .ivy
Date
personally appeared
GAIL LINDSTROM
COMM.#1745570 v
^
NOTARY PUBLIC -CALIFORNIA
FRESNO COUNTY
My Comm. Exp. June 12, 2011
Place Notary Seal Above
who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/herAheir signature(s) on the
instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature
Signature of Notary Pudic
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:/7.'d�/iojllttl�f�-ie�in�ilt �rlr of `rt5r+o cir,>( f�5 SnivJ4
U
Document Date: Jl jr/ Z, %y, ;0df Number of Pages:
Signer(s) Other Than Named Above: 7,'i,:: Loinb Jiii7F5 c° n�
Capacity(ies) Claimed by Signer(s)
Signer's Name: /1)4oir(0 8. 51211/i/e� Signer's Name:
❑ Individual ❑ Individual
.e Corporate Officer—Title(s): —
El Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
❑ Corporate Officer—Title(s):
❑ Partner — ❑ Limited ❑ General
Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
RIGHTTHUMBPRINT
OF SIGNER
®2007Natia,al Notary Assodatlon•9350Oe Soto AVe..PO.Bm,2402•Chatsw .CA 91313-2902,x NatianalNotaryoy Item#5907 Remier Call Tol4Frae 1- 87&M27
<01�
CALIFORNIA ALL-PURPOSE
ACKNOWLEDGMENT
_..I'll 1.- 1. --- _--l' . A. t_. - _a _. ., �_.w.,.. ,.as,.Ts..�.
State of California
County of Fresno
On/I)arCh,2Y,tPod before me,
oats
personally appeared
GAIL "'"T"M
a = COMM.#1745570 v
NOTARY PURLIC-CALIFORNIA,
* FRESNO COUNTY A
My Comm. Exp. June 12, 2011
Place Notary Seal Abwe
who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature e yJ�iVI��i7rsayi✓
" Sgnalum of No" Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: d L, "))ell �il6&,t; (>< otAesSho unIfieA 1ng
Document Date: M441) 2y ;PDB Number of Pages: 7l
Signer(s) Other Than Named Above: I)K k i Ri/)/lic Q• ��/�-/� e,�rgres/�• ,i
Capacity(ies) Claimed by Signer(s)
Signer's Name: Lel—'-'� l8�n0/Nb
❑ Individual
.8' Corporate Officer—Title(s): —
❑ Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
Top of thumb here
jug t✓=
Signer's Name:
❑ Individual
❑ Corporate Officer —Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
RIGHT THUMBPRINT
OF SIGNER
dG'v Yi'b
llswu'
:GI
EXHIBIT LIST
Exhibit A Economic Development Policy, Enterprise Zone Incentives; MRZ
Incentives
Exhibit B Property Description/Depiction
Exhibit C Project Specific Assistance/Developer Incentive Reimbursement
Exhibit D Development Plan Including Updated Project Proposal, Proforma with
Economic Modeling, and Site Plan
Exhibit E Ordinance
Exhibit F INTENTIONALLY OMITTED
Exhibit G Construction Schedule/Development into Qualified Lot(s) (Estimated)
17
L
EXHIBIT A
ECONOMIC DEVELOPMENT POLICY AND PROGRAM/
ENTERPRISE ZONE INCENTIVES/
MRZ INCENTIVES
(On file with/available from City Housing, Economic and Community Development Department)
/bZ
PROPERTY DESCRIPTION/DEPICTION
(Insert/Attach)
SINCE
BETTS SPRING COMPANY
Description of Project
Betts Spring Company (Betts), founded in 1868 and wholly owned by the Betts family of
Piedmont CA, is comprised of three business units. Two of such business units are
involved in manufacturing component products for the transportation industry and certain
other industrial sectors primarily using a variety of commercial spring steels as base
materials. The third business unit provides commercial parts distribution and vehicle
service for the heavy duty truck sector. The Project objective is to consolidate Betts'
manufacturing operations in a single location in Fresno CA for productivity and cost
reduction and enable consolidated distribution of product for all business units where
logistically appropriate. In addition, corporate headquarters will be relocated to Fresno
from San Leandro CA.
Betts will maintain its already owned thirteen (13) acre property in Fresno (2867 S Maple
Ave) and continue its current manufacturing and truck parts distribution and service
operations in an already constructed 55,000 square foot facility that has been owned and
operated by Betts since 1991.
A new building will be constructed on the Maple Avenue property that has approximately
120,000 square foot size. This facility will house corporate headquarters, manufacturing
operations dedicated to leaf, coil and wire spring making and a distribution facility
designed for aggregation of customer shipments and product redistribution to Betts' nine
(9) parts distribution centers located in California, Arizona and Oregon.
The newly constructed facility will be located on the north end of the Betts' Maple
Avenue property. Raw material delivery and outbound shipment will both be directed
from Commerce Avenue. Spring making operations have been designed to operate in an
environmentally sensitive and energy conservative manner using best available control
technologies and are centrally located in the building. Management offices have been
designed in a two story configuration on the west end of the building. The distribution
center is approximately 22,000 square feet and located on the east end of the building.
1A
6
u
If
FNTH�URhFMF.
0
r r�
I
I
I
I
I�" e
I' h
I
0
I loll
i"s D tees eteaisaigis3Fe sa
F 9 ���°6e q y 3 1° t,:! t i v�
Ali! R Ee�.� �� � F ' l� €e�
ip qq p i g2e2v9f 31 3 9 e<E Il° €�j6�EEEi
a 11
€13 �i 9 D[i igi 3Dx<ea€AI! s€f• €, t a a . i ° °� a �D DD ' l l
�a §�y Ili' ! ge a Jilt dR a D D R a D ?
ii iED�° ag �<€r: 3 5¢ ° a
a A 9a 3 $?3 i i� a Di D a 1 icv ;i
114 a"i j, ail�°
i
€ •NEW MANUFACTURING FACILITY • v�3uRm.�w�..m�
A Jaaaurt•vJFlmy� +D�d
i •BETTS SPRING COMPANY •� • ssu wRsnm '§`��bit,
smrtim If { € ✓
•^E�.F-�.aM • • Frtmq CYiF '•93TD] •� [ti {•
/ � iO11'vrt 539.�3:6]M €•iq€1e
• OVERALL SITE PLAN • ,R'�' 3 • Fe: ss9.+3xm+s • • • /^(
Y
EXHIBIT C
PROJECT SPECIFIC ASSISTANCE/DEVELOPER
INCENTIVE REIMBURSEMENT
1. A one-time permit and development fee reimbursement equal to fifty thousand dollars
($50,000), payable upon occupancy from allocated and available City funds, consistent with
Constitutional and local law requirements;
2. A one-time one -hundred percent (100%) reimbursement for costs associated with off-site
improvements, but not to exceed forty-two thousand dollars ($42,000) payable upon occupancy from
allocated and available City funds, consistent with Constitutional and local law requirements;
3. A seventy percent (70%) reimbursement of the City's portion of increased real and personal
property (general fund) taxes actually received by the City and associated with the project not to
exceed eighty thousand dollars ($80,000) per year for a period of ten (10) years, from annually
allocated and available City funds, consistent with Constitutional and local law requirements;
4. A fifty percent (501/6) reimbursement of City's portion of increased sales (general fund) tax
actually received by the City and generated by Betts Spring for a period not to exceed ten (10) years,
from annually allocated and available City funds, consistent with Constitutional and local law
requirements;
5. A one -hundred percent (100%) reimbursement of Betts Spring's business license (general
fund) tax for a period of five (5) years payable from annually allocated and available City funds,
consistent with Constitutional and local law requirements;
6. Best efforts to expedite City permitting process and City related approvals to no more than
forty-five (45) days after City receives a complete application for Betts Spring;
7. Reasonable cooperation with Betts Spring regarding Betts Spring restructuring of its sales
contract taxable events to facilitate California taxable sales through Fresno CA as the point of sale,
consistent with constitutional and local law requirements;
8. Any incentives that Betts Spring receives pursuant to the MRZ shall be credited against any/all
of reimbursements above and not in addition thereto.
DEVELOPMENT PLAN INCLUDING UPDATED
PROJECT PROPOSAL, PROFORMA WITH
ECONOMIC MODELING, AND SITE PLAN
(Insert/Attach)
Economic Impact Analysis — Fresno MSA
Betts Spring Company — Proposed Expansion
Prepared by:
Tax Incentives Group
l 4�
Company Background
In 1868 Betts Spring Company ("Betts") founded the first spring manufacturing plant
west of the Mississippi River located in San Francisco, CA. The original products
manufactured were wagon and buggy springs. Today, over 137 years later, our
diversified spring manufacturing firm also houses corporate headquarters in San Leandro,
CA. In addition, our company has expanded to include complete drive-in service and a
full product line of truck parts with Betts Truck Parts and Service. Our facilities now
include ten locations spanning throughout Arizona, California, and Oregon. Betts has
made springs for the fust cable cars, the space shuttle Columbia, Bumper cars at
Disneyland, "Big -Foot" Monster Truck, the California aqueduct, the Hoover dam, and
most recently manufactured springs for the NASCAR circuit. In addition one of the main
products over the years that has sustained the company is the manufacturing of the "Betts
Mud Flap Hanger", invented and patented by William Michael Betts III in 1954.
Betts needs to expand its spring manufacturing operations, but has no room for expansion
at the existing San Leandro, CA location. Given the company's land -locked situation, a
site selection process was initiated based on a number of key decision criteria. Betts is
committed to initiating this expansion a quickly as possible, given the company's
financial metrics are met.
Executive Summary
We have narrowed our short list of potential site locations to three separate areas: Fresno,
CA; Barstow, CA; Salt Lake City, UT ("SLC"). The finalist locations were chosen based
on our top financial and strategic site selection criteria. The chief site location criteria
include start-up and operating costs, proximity to suppliers, proximity to customers,
reliability of electricity and gas, availability and cost of labor, availability and cost of
land, and a business -friendly community.
Fresno made the short list as a result of our existing operations. We own enough land at
the current site in order to accommodate the expansion. Additionally, the existing
operations would provide synergies with the proposed expansion. Other factors in Fresno
rated high on our decision criteria, such as an available workforce, business -friendly
community, and proximity to customers.
In order to provide a broad economic picture to Fresno public officials, we commissioned
this Economic Impact Analysis to show the positive impacts our proposed expansion
would have on the Fresno MSA, above and beyond the hard dollar tax revenue impacts.
The analysis was prepared by Tax Incentives Group, LLC and is based on a widely used
input-output multiplier methodology developed by the federal Bureau of Economic
Analysis called RIMS H. These multipliers are specific to the Fresno MSA and the
analysis is specific to Betts' industry code 332600: Spring and wire product
manufacturing.
/-L
Introduction to RIMS II
Effective planning for public- and private -sector projects and programs at the State and
local area levels requires systematic analysis of the economic impacts of the projects and
programs on affected regions. In tum, systematic analysis of economic impacts must take
into account inter -industry relationships within regions because these relationships
largely determine how regional economies are likely to respond to project and program
changes. Thus, regional input-output (I -O) multipliers, which account for inter -industry
relationships within regions, are useful tools for regional economic impact analysis.
In the mid -1970's, the Bureau of Economic Analysis ("BEA") developed a method for
estimating regional I -O multipliers known as RIMS (Regional Industrial Multiplier
System), which was based on the work of Gamick and Drake. In the mid -1980's, BEA
completed an enhancement of RIMS, known as RIMS II (Regional Input -Output
Modeling System), and published a handbook for RIMS II users. In 1992, BEA published
a second edition of the handbook, in which the multipliers were based on more recent
data and improved methodology. In 1997, BEA published a third edition of the
handbook, which provides more detail on the use of the multipliers and on the data
sources and methods for estimating them.
RIMS II is based on an accounting framework called an 1-0 table. For each industry, an
I -O table shows the distribution of inputs purchased and outputs sold. A typical l-0 table
in RIMS II is derived mainly from two data sources: BEA's national 1-0 table, which
shows the input and output structure of nearly 500 U.S. industries, and BEA's regional
economic accounts, which are used to adjust the national I -O table to show a region's
industrial structure and trading patterns.
RIMS II has several advantages for use in impact analysis. RIMS 1I multipliers can be
estimated for any region composed of one or more counties and for any industry or group
of industries in the national I -O table. The accessibility of the main data sources for
RIMS II keeps the cost of estimating regional multipliers relatively low. Empirical tests
show that estimates based on the modeling system and estimates based on relatively
expensive surveys are similar in magnitude.
Effective use of the multipliers for impact analysis requires that users provide
geographically and industrially detailed information on the initial changes in output,
earnings, or employment that are associated with the project or program under study. The
multipliers can then be used to estimate the total impact of the project or program on
regional output, earnings, and employment.
RIMS II is widely used in both the public and private sectors. In the public sector, for
example, the Department of Defense uses RIMS II to estimate the regional impacts of
military base closings. State transportation departments use RIMS II to estimate the
regional impacts of airport construction and expansion. In the private sector, analysts and
consultants use RIMS II to estimate the regional impacts of projects such as the
development of shopping malls, sports stadiums, and new facility expansions.
g
RIMS II Multipliers
RIMS II provides five types of multipliers: final demand multipliers for output, earnings,
and employment and direct -effect multipliers for earnings and employment. These
multipliers measure the economic impact of a change in final demand, earnings, or
employment on a region's economy.
RIMS II provides three types of final -demand multipliers: (1) final -demand multipliers
for output; (2) final -demand multipliers for earnings, and (3) final -demand multipliers for
employment.
(1) The final -demand multipliers for output can be used if data on final -demand
changes are available. They appear in table 1.1. Each entry in this table measures
the dollar change in output in each row industry that results from a $1 change in
output delivered to final demand by Betts' industry. The impact on each row
industry is calculated by multiplying the final -demand change in Betts' industry
by the multiplier for each row industry. The total impact on regional output is
calculated by multiplying the final -demand change in Betts' industry by the sum
of all entries except the household row entry.
(2) The final -demand multipliers for earnings can be used if data on final -demand
changes are available. They appear in table 1.2. Each entry in this table measures
the change in earnings in each row industry that results from a $1 change in
output delivered to final demand by Betts' industry. The impact on each row
industry is calculated by multiplying the final -demand change in Betts' industry
by the multiplier for each row industry. The total impact on regional earnings is
calculated by multiplying the final -demand change in Betts' industry by the sum
of all entries.
(3) The final -demand multipliers for employment can be used if data on final -demand
changes are available. They appear in table 1.3. Each entry in this table measures
the change in employment in each row industry that results from a $1 million
change in output delivered to final demand by Betts' industry. The impact on each
row industry is calculated by multiplying the final -demand change in Betts'
industry by the multiplier for each row industry. The total impact on regional
employment is calculated by multiplying the final -demand change in Betts'
industry by the sum of all entries.
RIMS II provides two types of direct -effect multipliers: (1) direct -effect multipliers for
earnings and (2) direct -effect multipliers for employment.
(1) Direct -effect multipliers for earnings can be used if data on the initial changes in
earnings by industry are available. They appear in table 1.4. Each entry measures
the total change in earnings of households employed by Betts that results from a
$1 change in earnings paid directly to households employed by Betts. The total
13 1
impact on regional earnings is calculated by multiplying the initial change in
earnings in the Betts' industry by the multiplier for Betts.
(2) Direct -effect multipliers for employment can be used if data on the initial changes
in employment by industry are available. They appear in table 1.4. Each entry
measures the total change in number of jobs in all industries that results from a
change of one job in Betts' industry. The total impact on regional employment is
calculated by multiplying the initial change in employment in the Betts' industry
by the multiplier for Betts.
Results of Betts Spring Company's Proposed Expansion
Based on the RIMS II multipliers, we have identified the specific economic impacts that
would occur as a direct result of Betts' expansion. All analysis has been developed over a
10 -year period. The following assumptions were made: Year 1 revenue is estimated at
$35,000,000, new full-time jobs are estimated at 95, and Year 1 annual payroll is
estimated at $2,301,850.
• The increase in output for all industries as a result of this expansion would be an
additional $739,242,140 to the Fresno MSA.
• The increase in earnings by households employed by Fresno MSA industries
would equal an additional $182,646,534.
• An increase in output and revenue from Betts would translate to 4,958 new
jobs.
• An additional $51,982,642 in earnings of households employed by all Fresno
MSA industries would occur as a result of increased payroll from Betts.
• A total of 2,204 new jobs would be created as a direct result of Betts 95 new
hires.
3�
Appendix A
Final Demand Output represents the total dollar change output that occurs in all
industries for each additional dollar of output delivered to final demand by Betts'
industry.
2. Final Demand Earnings represents the total dollar change in earnings of
households employed by all industries for each additional dollar of output
delivered to final demand by Betts industry.
3. Final Demand Employment represents the total change in number of jobs that
occurs in all industries for each additional $1 million of output delivered to final
demand by Betts' industry.
4. Direct Effect Earnings represents the total dollar change in earnings of households
employed by all industries for each additional dollar of earnings paid directly to
households employed by Betts.
5. Direct Effect Employment represents the total change in number of jobs in all
industries for each additional job in Betts' industry.
NOTE: Multipliers are based on the 1997 Benchmark Input -Output Table for the nation and 2003 regional
accounts data.
SOURCE: Regional Input -Output Modeling System (RIMS II), Regional Economic Analysis Division,
Bureau of Economic Analysis
0. 9A
�3
y �Om1N
r M M
m
Q Y o0 r
l� 0
ill ao O M
n y V M
M y G M
O M y M
1� op DJ Q
m t 7 N
U
N—f9fpp l;4 O �aOD 5000 N m�0 NIy9
in
00
n
Q y^m
Cl O ml O ai 1� pNp I� N N Ol 1� Ol
�� A Nl+l hn•a0
Py!
00
E>
A
q�� fop N v�o'l l^.l
a
NM
b
p ty
y19N
O pc
OX
UO
W M
a
o O g
o0o
0 0 0 0
goon
C t
q�q
�2 �2 �2
pO l0 O YI
th My M
y'�
m
LL
HWgi9
R
g O
q
O
MO
m
a
0 o rn �g
o �e 2e
N fy
0 O
Cl!
Q
y O
U3 t9 W
E E
8
am o
m
c y
U 44
LM
E o m ul
V E m e 2 4 O�°
y
$m %00.2,bswE
.E
=�£i
€Ez LL
e '0 m
�n
Qo al.
=v'ii �'Et5 rilm
w Lp of yE
Lt
� U U j E HE v 0 r a lb
�aEallm_tiDOC49y
r$
U
c c c
m o 0
33
a.am too@
Ja YJ¢¢UUJy
mCLC
�a
owdFR 0
32 o y
m
d
T
'x�¢aaa
m m m m
�
Y
G
3T
J-
m
a
eo
0
m
N
� T
C
m L
m
O
�
m G
n
� H
O
�D tD O N
Op
M
01 O O OWi
N
�
1� N N
yr
N
M
S
Y lel b
W N A ml
N O W
n
NWONrN
OAC�O f�
n m
OOrtm
O N t0 Cl
r N
i0 0 W Ori
y
E
a
E
$
C
O
N �
E
O
•
m
C y
y 0 10
y my F a m
LLNN V E
C
0 c
m
am— �'
F m �l m n
€�
❑ 1 qJ
�
O
d
$? U
€ M Z
g' LL
m
E v v v
ii'gyp-
m
p y
m m,
m y
QQ o.�E
y
d,
nnn
C q�qLLc`of=i in
G U U
�+aaa
p= (1 (��
8n cy� IE
E Li' Z a 4 .e
an d '9p
r
a c c c
yj maaa A fn
Si W �QQUvl
in
n
m pLL
�0 3mz O
m
m
ng
r
q
m m m m
a: CL
p
C
a
9
u
h
m
d
J-
m
a
d <
N
N
O
N N
n
O O
d
N
N
N
O
O
N
N N
t
N N O N
N
typ
m
M
W
(Cl
p
N
N
N N
r
�••
N n (p
N
V
tQp gyp
LL] V!
M
N N
N N
C
H
W
a
N
J
N h
9
N N
N
c
a
a a
•
c
c c
m
a c�
y O O d
q
d
O
fn0.
OO
O
N O N
M
�
�
W N tp 01
N
W
d
O
M
M
M
n
O
O
O
O N O MO
b b O b
(O
N
W
N
O
ap
W
O O O O
N
N
O
O
N W O W
YM
W
�O�pp
f9
N
a y W
N
y
N
oo M
M
M n
o o o 0
^y
o
N N
h
Nt�p m
0000
E j
r05OW
My
MM
N T
V 7
G G ea
N
E g
}
O
N
N
N N
N
O N
O
U
W p
O
000
O
p N
000
O
O
O O O
OO lW0 lW0
n N N N
O O O
000
O
OL
XIN
ONN
pO
N
[W[ppm n
O
N
LL
N
N N N
N
N N N N
N N N
d
N
y m d
C
O d
U g
N N N N
a
e 3e de
�'C de
Ee o
e 0 a
r n n
O M
M O O
n
O n
O n
n N O
O
Ypl'
d <
N
N
O
N N
n
O
N
a
H
tap
tt1 N
N b
N
N N
t
•••
N
typ
�
tpp
N N
N
N N
r
�••
N
V
tQp gyp
LL] V!
M
N N
N N
C
H
W
a
N
J
N h
9
N N
N
N � W
O O O m J
d X 2 6 ! v m A 6
O O q O O 2 O m
09 ww mq N p Ka3
`y KX
o yS wq
ITT
o� Uq
mo
LLk 0iS:
m3
c a E i y_ y OtO o
d H a` �aaa tl�J S2 (AN F of 6Nm2
d �
� 0
4 � C
y m
m_
C
O
O
O
X
q
C
H
W
Y
3'
J
9
9
c
a
a a
•
c
c c
m
a c�
d
Y
d
d
�
Oql
O
^ h
N
O � �
M
M QVp
h
M wJ
r
O
A
b
l0
N
O
tM0
� N
tW�f
W
N N
A
N tp
0G
O �
�
♦O
tp
N
Q
N
O
M Q
W
Ip Of
N
N r
II
M
N
N
O
M
N
J W W
N
N
f
f• N N
H
N_
O
v
N
T
r
N
N
N M
M
H
W W
p
O
O
O
M
M
H
O W
O N O N
N
Vl
N
M
r
N
C
m
d '^
6
�
�
y
0
�
W
y
3
C
j
%
m
c
=
E
C
O�
O
O
u
�
H
W
U
th
f7
9
N o O e
17'j
N
W
C
m
c7
c7
is
U
i
e
u
O
W
N
N
Q
h
O
O
M
♦ N O N
a0
Q
tD
Q
l0
N
N
GJ
LL
N
O
W
O
M
r
M
Ip
m
N
[7
000
Q
Q
O n 16.6
N
N
W
O
tOp
O
O
M
M
M
M
O W O W
typ
W N O N
N
}
f+l
ON
Q
Q
m
C
m
E
W W W
od ep ep
O
d a41
M
m
Y
m
i i i
a
d a
U
E c
a
n
c
E ''o
c2
x
�'
mm
ffi
0y�
m m
'y
mUU
� �
�
c
C
Q
q
O O O
y
;
o y
10
` F
?�
a
CL
aaa
a
yam
m
amm
F�9!a
c
8
c c c
9
m e °'a
o9
E=a
mF v.
C
1m�
9m9
O
O
q
6
X
0 0 0
O
U U W m
J�
U 0
C A m m
0
m
b
i
d
O
E
a
a a
a«
C J
�'
N m W
y
a
n
a
�mmama
ani
mmm
V)
r
w'
a�nmz
8c7
m'
J
m
�
y
G
y
m
Y
d
d
N
N
N
h
W
f
W
h
r
O
A
b
1'f
N
Q
A
f
�
N
N
H
H
N
Q
H
O
v
N
T
r
M
H
M
H
b
N
M
r
N
C
m
6
�
�
y
0
�
W
y
3
C
j
%
m
c
=
H
W
m
u
�
H
W
9
9
L
C
m
c7
c7
is
i
e
u
Y
d
d
3.&.IA.a.$.�RM3.�9MEn
29��6„;,§e�o�A�x3�AcA
„o�A6°�o3.-.A6ma_A�.a.a9.A
3x�aA�?�s1.E$�sAA.��re�
$�x.9�AgA$�Arp9mA$=AgA��i$$A}A�G.
p ppppyy p�pwpw""p'n Qw p pw pp pM »r
ST'uSadS S.S EEEZ3 Y.SbbTS S.F .II
62HI �151HIFIRU A�
000e>o 'Cc6660uCoo
AAA»AAAAAAAA.AAAAA»»
L C)
r3»sE�E��k��F=355�0�
l(Ss_S S. L. S,E SlS ii b_YS E, S. E.SSXSC
s
Q
@
�Y
g � Y85
g
L
3
9 g$
lit
E
#ggh#qRRNq
q/.`q..... q
hR"UHHURH1
a#q#gghqRq
,!a„■■!:!!„l,,,il2
|f.
Hum It
� \
/\�
4�
za yalxasastta:� !s « sa�rznx9c3ealttgp�zg
S.iaR
�d$lFRlttf::9Ca,s.p�g8.z.
^8368?E3'l:niaR�i3i�'$
$c_�3.a.�F5i�c.�39d.C�^.�'
F
S
F
e
F
a
MARte
i& a is
i&o7tt»-6Ai.�.�g.5
««
„
«»«»R a «
' is s
3ggggqq
3--» «a «p a »�
ao�$S>p�^.NA A,RrK�O�gA
a
a�. da
yya�jgg pp
ASri9�3sAa7»��A9�
Y�i����8.�a1tt88x��k9PoA
�iSC
tt8a8'dCR�lxRaK$68RRtt�
eae: tl�tlN.::o:.tl n�eN
i`R1:�`�Rm���,�����C
�CnlA.�386.8��8iRS�i
n
gg pp yy�� $$ gg
»!R�$xSII�«laA:.»lC96�
«-ppQppQyppp
R g
3�a»Q
p7«
TiE i��
e'tleRaa68'NMBCtlr�sK¢a'N
Oi. Ri_lES6.b 6C_36. S. S_S ES S.E A1,C
Q. p p«QgpQgpp Qfl QpQ^
p
Si1.0{S il_a.0 6EE6>i. E. Ri_d O.E ST�,
Wzffl^
....... �
'tltltl000etltleea>oo-oe
l.s�=ea^4wod.8o
^tlntleee:
eo«
.
tl tletl
.. aetl<eoeee:e:
M.9... Ho
�.
ESS. a.S S31SEESS. E.S S.S E6O6
�$
@��3ii�ii�iii.ii�n
ii.in�a�
mi�.i@.�@�@i�iiiiiii.u3�n�i
$F5tt.
"�"�t79."i'«Aia�aL�f•'l
U'�'�H.S2•R ii:i:::�2"A
.^R'"d.�l .�7.l.:$�J..:
't
F
S
F
e
F
a
't
EXHIBIT E
ORDINANCE
42)
BILL NO. B-83
ORDINANCE NO. ;)nm_s�a
AN ORDINANCE OF THE CITY OF FRESNO APPROVING A
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF FRESNO
AND BETTS SPRING COMPANY, A CALIFORNIA CORPORATION,
FOR COMMERCIAL, INDUSTRIAL, AND BUSINESS
DEVELOPMENT IN THE SOUTHEAST FRESNO REVITALIZATION
REDEVELOPMENT AREA OF FRESNO AT 2867 SO. MAPLE
AVENUE
WHEREAS, the City of Fresno (the "City") is a home ruled city organized and
existing under a charter adopted under the Constitution of California; and
WHEREAS, it is in the best interests of the City and essential to the health and
welfare of the City and its residents to increase employment opportunities, to generate
stable long-term sources of revenue to support public services and improvements, and to
provide a stable economy within the City. To finther these objectives the City Council
has variously adopted a Comprehensive Economic Development Policy dated May 12,
1987, amended June 26, 1990 (the "Economic Development Policy"), enabled/applied for
Enterprise Zone Incentives ("Enterprise Zone Incentives") and adopted Municipal
Restoration Zone Incentives under Resolutions No. 2006-480, 2006-251 and 2006-521
("Municipal Restoration Zone Incentives"), each and all attached hereto as Exhibit A and
incorporated herein; and
WHEREAS, the Policy and Incentives establish the City's intent to attract
industries and businesses by providing economic development incentives that encourage
locating in or expanding businesses in, and investing private capital in the City, thereby
providing direct and substantial benefits to the City by creating employment
opportunities for City residents, providing additional revenue to the City, and generally
fostering stability and growth in the City's economy, and
WHEREAS, to carry out the Economic Development Policy and policies/goals
underlying the above Incentives, the City desires to expand the breadth and diversity of
the economic activity in the City and to provide additional employment opportunities to
City residents by (a) attracting new industries and businesses to the City, (b) encouraging
industries and funis to locate and expand in the City, (c) using public improvements to
stimulate business development and private capital investment, and (d) instituting
development incentives which stimulate private capital investment. The City carries out
these objectives by offering development incentives that encourage industries,
businesses, and firms to locate and expand their operations in the City and to invest
private capital in the City. This, in turn, provides direct and substantial benefits to the
City and its residents by creating employment opportunities for City residents, providing
AL -J -d II /2-11 of 1of4
YWw. d I A/ in I b-1 Ordinance Approving A Development
Agreement Between The City Of Fresno
1 I n I l7 8 .aO p -7- 8 4 And Betts Spring Company
v yo
OSOR�EEO 0� 1ry,9
the City with additional revenue, and generally fostering economic stability and growth,
and
WHEREAS, Developer has proposed to develop property it owns with
corporate/commercial facilities at 2867 South Maple Avenue in Fresno, California, which
property is legally described in Exhibit A to the Agreement attached hereto (the
"Property"); and
WHEREAS, Developer is unable or unwilling to develop its Property without the
inducement of the Project Specific Incentives contained in the Development Agreement
in the form attached hereto as Exhibit A, Developer has requested that the City enter into
the Development Agreement pursuant to California Government Code Section 65864
through Section 65869.5 to reimburse Developer a portion of its costs to construct the
necessary public facilities, and to assure Developer that it may develop the project as
provided in the Development Agreement; and
WHEREAS, the City is willing to enter into the Development Agreement
substantially in the form attached to this Ordinance as Exhibit A; and
WHEREAS, the City has prepared an Environmental Assessment of the proposed
Development Agreement, which resulted in finding of conformity with the 2025 Fresno
General Plan Master Environmental Impact Report (MEIR) No. 10130 under
Environmental Assessment No. 5-07-04 with Addendum dated March 1, 2007 under the
California Environmental Quality Act.
NOW, THEREFORE, the Council of the City of Fresno does ordain as follows:
SECTION 1. Based upon the testimony and information presented at the hearing and
upon review and consideration of the environmental documentation provided, the
Council finds that adoption of the Development Agreement is in the best interests of the
City of Fresno; and the Council finds that with implementation of the mitigation
measures specified in the Environmental Assessment No.S-07-04 with Addendum (the
"Environmental Assessment") there is no substantial effect on the environment; and the
Environmental Assessment and related Finding of Conformity (collectively the
Environmental Documentation") prepared for this project is hereby approved. The
Environmental Documentation is incorporated into this Ordinance and compliance
therewith is made a condition of the Development Agreement.
SECTION 2. Council further finds that the provision of the proposed Development
Agreement are consistent with the City's General PIan an all applicable specific plans
and that such plans designate the site for commercial, industrial, and business uses, and
the Development Agreement as set forth in Exhibit A will ensure development of this site
with commercial, industrial, business and related uses consistent with the current plan
designations.
2 of 4
Ordinance Approving A Development
Agreement Between The City Of Fresno
And Betts Spring Company
`\�� OF
a
SECTION 3. Council finds that construction and location of Developer's development R° °"FgFs10
on the site will provide direct and substantial benefits to the City including but not
limited to furthering the City's Economic Development Policy, generating additional
revenue to the City from increased local taxes and business license taxes, and providing
additional short-term and long-term employment opportunities for City residents.
SECTION 4. The Council approves the Development Agreement between the City and
Developer substantially in the form attached hereto as Exhibit A, and authorizes and
directs the City Manager to execute the Development Agreement on behalf of the City.
SECTION 5. This Ordinance shall become effective and in full force and effect at 12:01
a.m. on the thirty-first day after its passage.
Attachment: Exhibit A — Development Agreement
3of4
Ordinance Approving A Development qG Agreement Between The City Of Fresno
And Betts Spring Company
`11 OF fgFs
STATE OF CALIFORNIA )
COUNTY OF FRESNO ) ss.
CITY OF FRESNO )
I, REBECCA E. KLISCH, City Clerk of the City of Fresno, certify that the
foregoing ordinance was adopted by the Council of the City of Fresno, at a regular
meeting held on the 27th day of November 2007.
AYES Calhoun, Dages, Duncan, Sterling, Westerlund, Xiong, Perea
NOES None
ABSENT None
ABSTAIN: None
Mayor Approval: December 10 2007
Mayor Approval/No Return:
Mayor Veto:
Council Override Vote:
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Robert R. Coyle, Senior Deputy
Dated / (- 7 b _ O, L
RRC:m[47isssn/rtc/oRD] 11126/07
2007
2007
2007
REBECCA E. KLISCH
City Clerk
4of4
Ordinance Approving A Development
Agreement Between The City Of Fresno
And Betts Spring Company
November 28, 2007 Council Adoption: 11/27/07
R E C E IV E D Mayor Approval:
TO: MAYOR ALAN AUTRY Mayor Veto:
FROM: REBECCA E. KLISCH,
2007 DEC 10 PM 2:C 'yrride Request:
City Clerk CITY CLERK, FRESNO CA
SUBJECT: TRANSMITTAL OF COUNCIL ACTION FOR APPROVAL OR VETO
At the Council meeting of 11/27/07, Council adopted the attached Ordinance No. 2007-84
entitled Appv Dev Agrmnt w/Betts Spring Company, development in S/E Fresno
Revitalization RDA, Item No. 1Y, by the following vote:
Ayes Calhoun, Dages, Duncan, Sterling, Westerlund, Xiong, Perea
Noes None
Absent None
Abstain None
Please indicate either your formal approval or veto by completing the following sections and
executing and dating your action. Please file the completed memo with the Clerk's office on
or before December 10, 2007. In computing the ten day period required by Charter, the first
day has been excluded and the tenth day has been included unless the 10th day is a
Saturday, Sunday, or holiday, in which case it has also been excluded. Failure to file this
memo with the Clerk's office within the required time limit shall constitute approval of the
ordinance, resolution or action, and it shall take effect without the Mayor's signed approval.
Thank you.
APPROVED:
VETOED for the following reasons: (Written objections are required by Charter; attach
additional sheets if necessary.)
Ayes
Noes
Absent
Abstain
Date:
EXHIBIT F
INTENTIONALLY OMITTED.
�9
EXHIBIT G
CONSTRUCTION SCHEDULE
(Estimated)'
GROUND BREAKING
NOVEMBER 2007
FOUNDATION
DECMBER 2007
STEEL FRAMING
JANUARY 2008
BUILDING CONSTRUCTION COMPLETE
MAY 2008
OPERATION RELOCATION
JUNE 2008
OPERATIONS COMMENCE
JULY 2008
Revised 10/24/07
City of
FR\I/
REPORT TO CITY COUNCIL
November 6, 2007
AGENDA ITEM NO. ) y
COUNCIL MEETING ii)V /o7
APPROVED 6Y
DEPARTMEN RECTOR
CITY
FROM: SCOTT JOHNSON, Director Presented City Council
Economic Development Department Date_ / L7/e)7
BY:LYNN BOWNESS, Economic Development Manager
Economic Development Department
SUBJECT: (INTRODUCTION) UNCODIFIED ORDINANCE APPROVING AND COUNCIL APPROVAL
OFA DEVELOPMENT AGREEMENT INCLUDING INCENTIVES BETWEEN THE CITY OF
FRESNO AND BETTS SPRING COMPANY, A CALIFORNIA CORPORATION, FOR
COMMERCIAL, INDUSTRIAL, AND BUSINESS DEVELOPMENT IN THE SOUTHEAST
FRESNO REVITALIZATION REDEVELOPMENT AREA, AUTHORIZE EXECUTION OF
DOCUMENTS AND ADOPT RELATED ENVIRONMENTAL FINDINGS
KEY RESULTS AREA Presented to CityCounp1
Date
Dip osition �ioOlzli� �3
Economic Development: Job creation it n �fwni r �rlt�
RECOMMENDATIONS
Staff recommends that Council approve the Development Agreement and introduction of the attached
uncodified ordinance approving a Development Agreement between the City of Fresno and Betts Spring
Company (Betts Spring) providing performance-based financial incentives for assistance in the development of
Betts Spring's corporate headquarters and additional facilities at 2867 South Maple Avenue, authorize
execution of the Development Agreement/related documents and adopt the project environmental findings.
EXECUTIVE SUMMARY
Betts Spring, a 150+ year old California-based and family-owned manufacturer, has operated one of its
manufacturing facilities in Fresno for more than 20 years. On August 22, 2006, the City Council approved a
MOU between the City of Fresno and Betts Spring governing negotiation of an agreement providing
Development incentives for the retention and expansion of Betts Spring's Fresno operations (see Attachment
3) in order to promote economic development and job creation. The incentives would assist in retaining the
Betts Spring business in Fresno and moving Betts Spring's corporate headquarters from San Leandro to
:resno, thereby creating an estimated 90 new jobs, retaining 75 jobs locally, and providing a capital investment
if $10 million. The incentives are primarily in the form of "gain sharing" of new revenues the City would receive
3s a result of the expansion, and these have now been incorporated into a Development Agreement. Any
inancial incentives that the company would receive from the new Municipal Restoration Zone (MRZ) would be
ised to offset these incentives.
(EY OBJECTIVE BALANCE
rhe recommended Agreement balances customer satisfaction, financial management, and employee
satisfaction. Customer satisfaction is fostered by meeting the needs of the client company, its current Fresno
*StBJECT TO MAYOR'S VETO
REPORT TO CITY COUNCIL
Betts Spring
Page 2
workers, and the Fresnans who will obtain good
expansion that will be made possible by this action.
revenue gains that will be shared as spelled ou
supported when results are achieved.
ENVIRONMENTAL FINDING
paying jobs that will be created as a result of business
Financial management is supported by bringing about the
t in the attached Agreement. Employee satisfaction is
An environmental assessment initial study was prepared for this project in accordance with the requirements of
the California Environmental Quality Act (CEQA) Guidelines (see Attachment C). This process included
the distribution of requests for comment from other responsible or affected agencies and interested
organizations.
Preparation of the environmental assessment necessitated a thorough review of the proposed project and
relevant environmental issues and considered previously prepared environmental and technical studies
pertinent to the Roosevelt Community Plan and the Southeast Fresno Revitalization Redevelopment Plan area
including the Master Environmental Impact Report (MEIR) No. 10130 for the 2025 Fresno General Plan.
These environmental and technical studies have examined projected sewage generation rates of planned
urban uses, the capacity of existing sanitary sewer collection and treatment facilities, and optimum alternatives
for increasing capacities; groundwater aquifer resource conditions; water supply production and distribution
system capacities; traffic carrying capacity of the planned major street system; and, student generation
projections and school facility site location identification.
The study indicates that the project, if approved, would conform to the land use designation and land use
policies of the 2025 Fresno General Plan and is within the scope of the Master Environmental Impact Report
No. 10130. Therefore, staff has issued a finding of conformity to the 2025 Fresno General Plan Master
Environmental Impact Report (MEIR) No. 10130 dated March 1, 2007, which incorporates a MEIR Mitigation
Monitoring Checklist. This environmental finding was properly published and noticed on March 1, 2007, with
no comments received to date.
BACKGROUND
Betts Spring manufactures a variety of metal products used in the transportation industry and was founded
more than 150 years ago. Headquartered in San Leandro, California, this fourth generation company opened
a second manufacturing and sales facility in Fresno over 20 years ago. The San Leandro plant cannot support
the necessary Betts expansion. They were faced with (1) closing the San Leandro plant and combining it with
their Fresno location; (2) closing the San Leandro operation and moving it elsewhere; or, (3) combining both
operations and relocating to a totally new location.
Robert Vermelffoort, on behalf of Betts Springs Company, has submitted Site Plan Review Application
No. S-07-004 proposing a three phase project (see Aerial map and Vicinity map, as part of Exhibit B to the
Agreement). Phase one will consist of the construction of a 92,942 square -foot
warehouse/manufacturing/distribution center. Phase two consists of a 14,000 square -foot addition to the
proposal of phase one. Phase three proposes to construct an approximately 45,000 square -foot building. The
subject property is developed with an existing 56,806 square -foot warehouse and is located on the southeast
corner of South Maple and East Commerce Avenues and is zoned M-3 (Heavy Industrial District). The
property is planned for heavy industrial uses by the 2025 Fresno General Plan, Roosevelt Community Plan,
and the Southeast Fresno Revitalization Redevelopment Plan.
The Economic Development Department has been working with Betts Spring for more than two years to retain
and expand its manufacturing facility in Fresno. This expansion anticipates a 151,942 square -foot expansion,
the investment of $10 million in capital, and will add 90 new manufacturing jobs and retain its current Fresno
workforce of 75.
REPORT TO CITY COUNCIL
Betts Spring
Page 3
A performance based MOU was brought to and approved by the Fresno City Council on August 22, 2006
outlining a number of items that needed to be accomplished by Betts Spring prior to an Agreement oominc
back to Council for approval, as well as a 45 -day time frame for negotiations. (See Attachment B, August 22
2006, MOU). This time frame was exceeded to allow for additional information and projections. Pursuant tc
the MOU and as reflected in the attached Development Agreement, Attachment A, Betts Spring has providec
the City with complete supporting project information and documentation.
Betts Spring will maintain its current 13 -acre property in Fresno with its manufacturing, distribution, and service
operations in the existing 56,806 square -foot facility. Betts Spring will undertake a project (Project) to construcl
in three phases certain new administrative and warehouse buildings on real property currently owned by Betts
Spring, totaling 151,942 square -foot, including certain related off-site improvements, to house corporate
headquarters and additional manufacturing, distribution, and redistribution operations variously with Betts
Spring's nine other distribution centers in California, Arizona, and Oregon. The estimated Project completion
date is mid -2008 with operations commencing shortly thereafter. The Project Site Plan (Site Plan Review
Application No. S-07-004, subject to Conditions of Approval) and Conditional Use Permit (CUP) have been
approved, and California Environmental Quality Act (CEQA) review has been completed resulting in a Finding
of Conformity to the 2025 General Plan MEIR No. 10130 under Environmental Assessment No. S-07-004 with
Addendum filed with the Fresno County Clerk on March 1, 2007. No further environmental assessment is
required.
The terms of the incentives were also outlined and have remained the same with the exception of item No. 2
as noted in the following list.
1. City to reimburse up to $50,000 in development fees and up to $42,000 in costs associated with off-
site improvements, paid at time of occupancy.
2. City to reimburse 70 percent of City's portion of increased real and personal property taxes
associated with this project, up to $80,000 per year for a 10 -year period. (Originally read 50 percent
and $60,000 in the MOU).
3. Enter into a Sales Tax Sharing Agreement to reimburse 50 percent of the City's portion of increased
tax generated by Betts Spring for up to 10 years.
4. Reimburse Betts Spring's Business License Tax for a period of five years.
Any incentives that Betts Spring would receive due to the Municipal Restoration Zone (MRZ) would be credited
against these reimbursements and would not be in addition to these reimbursements. Non-financial obligations
:)f the City include expedited permit processing and restructuring Betts Spring's contracts to facilitate California
taxable sales through Fresno as point-of-sale.
FISCAL IMPACT
This Agreement is based on "gain sharing" as opposed to an expenditure of City funds. The impact of
adoption of the ordinance approving the Development Agreement on the City's General Fund over the next 10
/ears is estimated as a gross revenues increase of approximately $4,617,356, minus the reimbursement to
3etts Spring of $1,497,653. This results in an estimated net revenue increase to the City of $3,119,703. This
foes not include the added economic benefit of an additional 90 new manufacturing jobs, the retention of 75
obs, nor the direct capital investment of $10 million by Betts Spring.
attachments: Attachment A — Development Agreement with Betts Spring Company
Attachment B — Betts Springs/City MOU, August 22, 2006
Attachment C — Environmental Assessment No. S-07-004, Finding of Conformity and
Addendum, dated March 1, 2007