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Home My WebLink AboutR20-Economic Development Agency e e e ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM: Gary Van Osdel Executive Director SUBJECT: SAN BERNARDINO SYMPHONY LOAN AGREEMENT DATE: March I, 2005 Svnopsis of Previous Commission/Council/Committee Action(s): On February 8, 2005, Redevelopment Committee Members Estrada and McGinnis recommended approval of termination of the Loan Agreement with the San Bernardino Symphony Association, Committee Member Longville did not recommend approval of the termination of the Loan Agreement. On February 22, 2005, Resolution authorizing termination of the Loan Agreement with the Symphony was presented to the Commission and the item was continued in order to address changes suggested by Commission members, Recommended Motion(s): (Community Develonment Commission) MOTION: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE FORBEARANCE OF PAYMENTS PURSUANT TO THE LOAN AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE SAN BERNARDINO SYMPHONY AND THE FORGIVENESS OF AMOUNTS OWED THEREON AS OF THE FINAL MATURITY DATE PROVIDED THAT NO PRIOR DEFAULT HAS OCCURRED. Contact Person(s): Gary Van OsdellBarbara Lindseth Central City North Phone: (909) 663-1044 Project Area(s) Ward(s): First Ward Supporting Data Attached: (;IJ Staff Report (;IJ Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) (;IJ Letters FUNDING REQUIREMENTS Amount: $ NIA Source: NIA SIGNATURE: / // Budget Authority: '/iJ>: /' /.". / {;(( / , , / ~ /1 . Gary V arrOs el / Executive Director / ~- .JL/0"" ~<j,>< 7~ J Barbara Lindseth Administrative Services Director N/A ,-- Commission/Council Notes: P-\AgendasIComm Dev Commission\COC 2005\05-U)-07 Symphony Loan Agrccmc:m StafTRepon.dol.: COMMISSION MEETING AGENDA Meeting Date: 03/07/2005 Agenda Item Number: m e e e ECONOMIC DEVELOPMENT AGENCY STAFF REPORT SAN BERNARDINO SYMPHONY LOAN AGREEMENT BACKGROUND: On April 19, 1999, the Community Development Commission ("Commission") approved a loan agreement with the San Bernardino Symphony ("Symphony") in an amount not to exceed $175,000 (the Symphony made five (5) draws for a total of$16I,299,74), at an interest rate of9%, with interest only payments due monthly, and with principal payments of $35,000 due annually on May 15th of each year, but in any event all principal was due and payable in full no later than April 20, 2004. The source of Agency funds used for the Symphony loan was the Community Reinvestment Fund ("CRF"), whereby the interest rate (9%) to the Symphony was set .375% higher than the interest rate the Agency was paying (8,625%) for the cost of borrowing the Community Reinvestment funds, However, on November 15,2001, the CRF loan was paid in full and the Agency was no longer paying interest on the CRF loan, The Symphony made prompt interest only monthly payments of $1,209.75, for a total of $46,299,74 of interest paid through February 2003. At that time, the Symphony's Profit and Loss Statement indicated a positive of $5,241.07 for the fiscal year Ju]y ], 2002 through December ]2, 2002, However, without $33,362 in donations, and City funds in the amount of $52,000, the Symphony's Profit and Loss would have been in a negative. Based on this, the Symphony was unable to make the $35,000 annual principal payments, and it was unlikely that the Symphony would be able to pay the entire $161,299.74 outstanding balloon principal balance by April 20, 2004, Based upon the anticipated inability of the Symphony to repay the entire principal balance of the loan by April 20, 2004, and considering that the Symphony is an important community asset and makes a tremendous contribution to the quality of life in our community, the terms of the agreement were amended to reflect a realistic amortized principal and interest repayment schedule that the Symphony would be able to service. On Apri] 21, 2003, the Commission approved Amendment No, 1 to the Loan Agreement which reduced the Symphony loan interest rate from 9% to 3% commencing on April ],2003, and the Symphony's additional payment of interest above the cost of Agency funds in the amount of$II,475.21 was credited towards the principal balance, which reduced the total outstanding balance to $149,824.53. Further, a fifteen (15) year term assisted the Symphony to fully amortize the principal balance while reducing the monthly payment to $1,028.33. The loan is scheduled to mature on April 1, 2018. CURRENT ISSUE: As of December 31, 2004, the Symphony's monthly loan payment is current, and the outstanding balance is $135,542.34, However, in light of the fact that the Symphony continues to struggle financially, the Mayor has requested that the entire loan principal balance and interest be forgiven. Attached is the Symphony's Profit and Loss Statement for the period of July], 2004 through January 20, 2005. The Symphony has net income of $34,347, However, without donations of $95,475 and grants of $38,000, the Symphony would be in a net loss position, Since the presentation of this item to the Commission on February 22, 2005, Staff has revised the proposed Resolution as submitted with this Staff Report to address the issues raised by the Commission members on said date, The specific modifications contained in this revised Resolution are summarized below: PlAgendas\Comm DevCorrmissionlCDC 2005\05-03-07 Symphony Loan Agreement StaffReport,doc COMMISSION MEETING AGENDA Meeting Date: 03/07 2005 . ~ 0 Agenda Item Number: , Economic Development Agency Staff Report Symphony Loan Agreement Page 2 . 1. The loan will not be forgiven until the final maturity date of the Loan on April 1, 2018, and the Symphony will be required to adhere to all provisions of the Loan Agreement, as amended, except for the remittance of the monthly payments; and 2, The amendments made by Amendment No, 1 to the Loan Agreement, most notably the prohibition on a change in name of the Symphony without City/Agency approval and the remedies of the Commission to collect a default interest rate and to have the entire loan due and payable upon a default, remain in full force and effect until April 1, 2018; and 3, The Resolution specifically sets forth the conditions contained in the Amendment No.1 to the Loan Agreement and the event of default that will be applicable during the time from the approval of this Resolution until April 1, 2018; and 4, The Symphony and the Agency will execute a formal Forbearance Agreement to evidence the understanding by the Symphony of this waiver of this requirement for the remittance of the monthly payments and the potential for a total forgiveness of the Loan on April 1, 2018, provided that the Symphony has not defaulted in any of the other provisions of the Loan Agreement, as amended, The attached Resolution will authorize the Executive Director and the City Attorney to prepare the appropriate Forbearance Agreement ("Agreement") consistent with the conditions noted herein and authorize the Agency Chairperson to execute said Agreement. . ENVIRONMENTAL IMPACT: None, FISCAL IMPACT: The Agency will forgive, as of April 1, 2018, the outstanding principal balance of $135,542.34 and $29,077.91 of anticipated interest that otherwise would be due and payable through April 1, 2018 provided that the Symphony has complied with all other provisions of the Loan Agreement, as amended. No further Commission or Agency actions will be required after the adoption of the proposed Resolution, RECOMMENDATION: That the Community Development Commission adopt the attached Resolution. -, / / (~ (. // / ~/ . . /,' /.- , " Ga~ry VaaOsde1, Executive Director . P'AgendaslCommDev ComrnissionlCOC 200S\OS-03-V7 Symphony Loan Agreement StaffRepon.doc COMMISSION MEETING AGENDA Meeting Date: 03/07/2005 Agenda Item Number: RJO _',02PI.\. 1/20/05 Accrual Basis San Bernardino Symphony Balance Sheet As of January 20, 2005 . ASSETS Current Assets CheckinglSavings Guthrie Library Checking Line of Credit Checking Symphony Checking Total CheckinglSavings Accounts Receivable Accounts Receivable Accounts Receivable - Guthrie Barter Receivable. Total Accounts Receivable Other Current Assets Prepaid Expenses - Season Conductor Advertising Music Printing Prepaid Expenses - Season - at... Total Prepaid Expenses - Season Undeposited Funds Total Other Current Assets Total Current Assets Fixed Assets Office Equipment Accum Depreciation Total Fixed Assets Other Assets Guthrie Sheet Music Library Total Other Assets . TOTAL ASSETS LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable Accounts Payable Total Accounts Payable Other Current Liabilities Deferred City Funds Deferred Grant Income Deferred Program Ad Revenue Deferred Single Tickets February 05 April 05 May 05 Total Deferred Single Tickets , ' Jan 20, 05 2,221.89 4,792,50 22,616.95 ----- 29,631.34 4,800,00 1,588.90 4,060.59 10,449.49 12,508.34 378.97 1,427.25 9,090.59 -7,096.22 16.308,93 17,240.00 33,548.93 73,629,76 36,410.92 -35,869.00 541,92 370,621.18 370,621.18 444,792.86 559.36 559.36 42,000.00 15,000,00 5,656.20 1,250.00 400.00 225.00 1,875.00 d-. 3:02 PM San Bernardino Symphony .1/20/05 Balance Sheet Accrual Basis As of January 20, 2005 Jan 20, 05 Deferred Income Season Tickets 39,124.00 Total Deferred Income 39,124.00 Garnishments Payable 45.16 In &Out 365.00 Payroll Taxes Payable 2,397.71 Pension Payable 427.81 Union Dues Payable 171.42 Total Other Current Liabilities 107,062.30 Total Current Liabilities 107,621.66 Long Term Liabilities Line Of Credit 29,772.28 EDA Loan 125,704.43 Total Long Term Liabilities 155,476.71 Total Liabilities 263,098,37 Equity . General Fund Balance 147,347,22 Net Income 34,347.27 Total Equity 181,694.49 TOTAL LIABILITIES & EQUI1Y 444,792,86 . J .1120105 San Bernardino Symphony Profit & Loss July 1,2004 through January 20, 2005 Ju11, '04 - Jan 20, ... % of Income Ordinary IncomelExpense Income Allocated Program Ads 3,770,80 1.4% Allocated Season Tickets 25,916.00 9.6% Contract Concerts 80,440,00 29.7% Credit Card Processing Fee 899.77 0.3% Donations 95,475.82 35,3% Grants 38,000,00 14.0% Guthrie Library Music Ren... 7,404.96 2.7% Miscellaneous Income 627.93 0.2% Single Tickets 18,196.00 6.7% -~ Total Income 270,731.28 100.0% Cost of Goods Sold Advertising 1,157.48 0.4% Annunity (Local 614) 83.91 0,0% Artist 4,500.00 1,7% BrochureslSeason 3,550.34 1.3% Concert Pictures 135.00 0.0% Conductor 32,700.00 12.1% Contracted Service 600.69 0.2% e Event Supplies. 1,382.66 0.5% Guthrie all Bills 5,524,82 2.0% Hotel 990.96 0.4% Loaders 136.75 0.1% Miscellaneous 3,290.87 1.2% Music PurchaselRental 1,523.00 0.6% Orchestra 82,831.10 30.6% Parking 6.00 0.0% Paychex Fee 825,80 0.3% Payroll Taxes 11,319.51 4.2% Pension Expense 5,573.35 2.1% Piano MovefTune 658.50 0.2% Program Book/Flyers 6,377.71 2.4% Theatre Rent 5,370.00 2.0% Stage Hands 3,926.72 1.5% Stage Manager 624.05 0.2% Supplies 580.88 0.2% Truck 360.60 0,1% Total COGS 174,030.70 64.3% Gross Profrt 96,700,58 35,7% Expense Other Supplies 1,200.00 0.4% Alarm, 50.00 0.0% Bank Charges 2,703.36 1.0% Alarm 100,00 0,0% e Presentations 473.59 0.2% Auditions 210.00 0,1% Board Dinners 100,00 0.0% Credit Card Fees 1,933.83 0.7% Electric 475.53 0.2% General Printing 609.82 0.2% Insurance 6,117.83 2.3% LicenseslFees 4,408,92 1.6% 11.__. ..-1:,,_...J :._"____11 . _~____._..J ~__ ________ if .1/20105 San Bernardino Symphony Profit & Loss July 1, 2004 through January 20, 2005 Miscellaneous Expense Office Supplies Office Salaries Payroll Taxes - Office PayChex Postage & Delivery Repair & Maintenance Telephone Web Site RenUOffice Total Expense Ju11, '04 - Jan 20, .., 679.63 3,614.97 22,326.81 1,531.76 440.25 1,050.40 2,189.44 3,223.37 1,682.95 3,173.70 58,296.16 38,404.42 % of Income 0.3% 1.3% 8.2% 0.6% 0.2% 0.4% 0.8% 1.2% 0.6% 1.2% 21.5% Net Ordinary Income Other Income/Expense Other Expense Penalties Total Other Expense 14.2% 4,057.15 1.5% 4,057.15 1.5% -4,057.15 -1.5% 34,347.27 12.7% Net Other Income e Net Income e ",__ _"'_." L____" ___~__'_.Jr________~_~~_._ ._._ 5' _:~~~~05 San Bernardino Symphony Schedule of October 30, 2004 IncomelExpenses Accrual Basis July 1, 2004 through January 20, 2005 Ju11, '04 - Jan 20, ..' % of Income ~----- Ordinary Income/Expense Income Allocated Program Ads 1,885.40 4.0% Allocated Season Tick.. 12,958.00 27.4% Grants 24,000.00 50,8% Single Tickets 8,363.00 17.7% Total Income 47,206.40 100.0% Cost of Goods Sold Advertising 368.74 0.8% Annunity (Local 614) 56.54 0.1% BrochureslSeason 1,775.16 3.8% Concert Pictures 45,00 0.1% Conductor 13,000.00 27.5% Guthrie all Bills 67.53 0.1% Hotel 247.74 0,5% Loaders 136.75 0,3% Music Purchase/Rental 359.20 0.8% Orchestra 17,378.11 36.8% Paychex Fee 141.20 0.3% Payroll Taxes 1,991.24 4.2% e Pension Expense 1,618.07 3.4% Piano MoverTune 479.50 1.0% Program Book/Flyers 2,660.88 5.6% Theatre Rent 2,685.00 5.7% Stage Hands 1,592.02 3.4% Stage Manager 226.88 0.5% Supplies 392.21 0.8% Total COGS 45,221.77 95,8% Gross Profit 1,984.63 4.2% Net Ordinary Income 1,984.63 4.2% Net Income 1,984.63 4.2% e .:02 PM 1/20/05 Accrual Basis e e San Bernardino Symphony Schedule of December 19, 2004 Income/Expenses July 1, 2004 through January 20, 2005 / VI, Ju11, '04 - Jan 20, ... % of Income Ordinary IncomelExpense Income Allocated Program Ads 1,885.40 4.9% Allocated Season Tick... 12,958.00 33.5% Grants 14,000.00 36.2% Single Tickets 9,833.00 25.4% Tota/lncome 38,676.40 100.0% Cost of Goods Sold Advertising 788.74 2,0% Annunity (Loca/614) 27.37 0,1% Artist 4,500.00 11.6% BrochureslSeason 1,775.18 4.6% Concert Pictures 90.00 0.2% Conductor 13,000.00 33.6% Hotel 495.48 1.3% Miscellaneous 135.00 0.3% Music PurchaselRental 1,163.80 3.0% Orchestra 15,325.23 39.6% Parking 6.00 0,0% Paychex Fee 233.40 0.6% Payroll Taxes 1,938.81 5.0% Pension Expense 1,347,87 3.5% Piano Moverrune 179,00 0.5% Program Book/Flyers 3,716,83 9.6% Theatre Rent 2,685.00 6,9% Stage Hands 1,968,86 5.1% Stage Manager 247.17 0,6% Truck 360.60 0,9% Total COGS 49,984.34 129,2% Gross Profit -11,307.94 -29.2% Expense Postage & Delivery 14.40 0.0% Total Expense 14.40 0.0% Net Ordinary Income -11,322,34 -29,3% Net Income -11,322,34 -29,3% _ _ _ _ _~. ~ -' r_ _ __ ___ 1 . :/20105 San Bernardino Symphony Schedule of Contract Concerts Income/Expense July 1, 2004 through January 20, 2005 Ju11, '04 - Jan 20, ... % of Income ----- Ordinary Income/Expen.., Income Contract Concerts 80,440.00 100.0% Total Income 80,440.00 100.0% Cost of Goods Sold Conductor 6,700.00 8.3% Contracted Serv... 600.69 0.7% Hotel 247.74 0.3% Orchestra 50,127.76 62.3% Paychex Fee 451.20 0.6% Payroll Taxes 7,113.82 8.8% Pension Expense 2,607.41 3.2% Stage Hands 365.84 0,5% Stage Manager 150,00 0.2% Total COGS 68,364.46 85.0% Gross Profit 12,075.54 15.0% Net Ordinary Income 12,075.54 15.0% . Other Income/Expense Other Expense Penalties 10.62 0.0% T olal Other Expense 10.62 ?" 0.0% -- Net Other Income -10.62 -0.0% Net Income 12,064.92 15.0% <;) . _02 PM _:/20/05 Accrual Basis e e 'S'. San Bernardino Symphony Schedule of New Year's Gala Income/Expenses July 1, 2004 through January 20, 2005 Ju11, '04 - Jan 20, ... % of Income Ordinary Income/Expense Income Credit Card Processing ... 0.00 0.0% Donations 11,225.00 100.0% Total Income 11,225.00 100.0% Cost of Goods Sold Event Supplies. 33.94 0.3% Total COGS 33.94 0.3% Gross Profit 11,191.06 99,7% Net Ordinary Income 11,191.06 99.7% Net Income 11,191,06 99.7% '1 -.3:02 PM _ 1/20/05 Accrual Basis San Bernardino Symphony Schedule of Fundsdrive Income/Expenses July 1, 2004 through January 20, 2005 Ju11, '04 - Jan 20, .., % of Income Ordinary Income/Expense Income Credit Card Processing ... Donations Fundsdrive Board Dues Total Donations 50.00 0.1% 43,459.39 500.00 43,959.39 98.8% 1.1% 99.9% Total Income Cost of Goods Sold Supplies Total COGS 44,009.39 100.0% 188,67 188.67 0.4% 0.4% Gross Profit 43,820.72 43,820.72 99.6% Net Ordinary Income 99.6% Net Income 43,820.72 99.6% e , e ! In'J' ,""!it""r1_;nt"'''n'::)lh, ,...,onor~:lforl fnr rn-:>n-::!,..,ornonf no ,rnr'\C''''''C- r>..,I\f O.,,..,n 1 '0 I . 3:02 PM a 1/20/05 -Accrual Basis San Bernardino Symphony Schedule of Special Events Income/Expenses July 1, 2004 through January 20, 2005 Ju11, '04 - Jan 20, ... % of Income Ordinary Income/Expen,.. Income Donations Special Events 28,466,43 100.0% - Total Donations 28,466.43 100.0% ---- Total Income 28,466.43 100.0% Cost of Goods Sold Event Supplies, 1,348.72 4.7% Total COGS 1,348.72 4.7% Gross Profit 27,117.71 95.3% Net Ordinary Income 27,117.71 95.3% , Net Income 27,117.71 95.3% . . lJn8!1oitprl-intArn::!llv OenAr::lten for m;::!n::!rll~~mpnt nllrnn<:;p~ nnlv P':lnn 1 e 1/20105 . . I '-~ _ _ . -.l0, _ _. ,._,_ II. San Bernardino Symphony Schedule of Guthrie Income/Expense July 1, 2004 through January 20, 2005 Ordinary IncomelExpense Income Credit Card Processing Fee Guthrie Library Music RenO'. Total Income Cost of Goods Sold Guthrie all Bills Bonus Guthrie Payroll service Printing Cost Phone Music PurchaselRentals RenUUtilities Payroll Bank Charges FED-EX Total Guthrie all Bills Miscellaneous Payroll Taxes Total COGS Gross Profit Net Ordinary Income Net Income _. _ .J ~ _ _ __ _ __ _ _ Ju11, '04 - Jan 20, O" % of Income 7,50 7,404.96 7,412.46 0,1% 99.9% 100.0% 228.40 3.1% 255.70 3.4% 53.88 0.7% 1,069.02 14.4% 328.67 4.4% 633.91 8.6% 2,379.83 32.1% 117.88 1,6% 390,00 5.3% 5,457,29 73,6% 418.37 5.6% 275.64 3.7% 6.151,30 83,0% 1,261.16 17.0% 1,261.16 17.0% 1,261.16 17.0% ,'. _/20105 San Bernardino Symphony / :2. Schedule of Administrative Income/Expense July 1, 2004 through January 20, 2005 Ju11, '04 - Jan 20, ... % of Income Ordinary IncomelExpense Income Credit Card Processing... 842.27 6.3% Donations 11,825.00 88.9% Miscellaneous Income 627.93 4.7% ~ T otallncome 13,295.20 100.0% Cost of Goods Sold Miscellaneous 2,737.50 20.6% Total COGS 2,737.50 20,6% Gross Profit 10,557.70 79.4% Expense Other Supplies 1,200,00 9,0% Alarm. 50.00 0.4% Bank Charges 2,703,36 20.3% Alarm 100.00 0.8% Presentations 473.59 3.6% Auditions 210.00 1.6% Board Dinners 100,00 0.8% e Credit Card Fees 1,933.83 14.5% Electric 475.53 3,6% General Printing 609.82 4.6% Insurance 6,117,83 46.0% Licenses/Fees 4,408.92 33.2% Miscellaneous Expense 679.63 5.1% Office Supplies 3,614.97 27.2% Office Salaries 22,326.81 167,9% Payroll Taxes - Office 1,531.76 11.5% PayChex 440.25 3.3% Postage & Delivery 1,036.00 7,8% Repair & Maintenance 2,189.44 16.5% Telephone 3,223.37 24,2% Web Site 1,682.95 ' 12.7% Rent/Office 3,173.70 23.9% Total Expense 58,281.76 438.4% Net Ordinary Income 47,724,06 -359.0% Other Income/Expense Other Expense Penalties 4,046.53 30.4% Total Other Expense 4,046.53 30.4% Net Other Income 4,046.53 -30.4% e Net Income -51,770,59 -389.4% 1 e2 e15 e28 RESOLUTION NO. 3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE FORBEARANCE OF PAYMENTS PURSUANT TO THE LOAN AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE SAN BERNARDINO SYMPHONY AND THE FORGIVENESS OF AMOUNTS OWED THEREON AS OF THE FINAL MATURITY DATE PROVIDED THAT NO PRIOR DEFAULT HAS OCCURRED 4 5 6 7 8 9 WHEREAS, the Community Development Commission ("Commission") on April 19, 10 1999, entered into a Loan Agreement with the San Bernardino Symphony ("Symphony") in an 11 amount not to exceed $175,000, at an interest rate of 9% per annum, with interest only 12 payments due and payable monthly, and with principal payments of $35,000 due and payable 13 annually on May 15th of each year, but in any event all principal was due and payable in full no 14 later than April 20, 2004; and 16 WHEREAS, the Commission on April 21, 2003, approved Amendment No. I to the 17 Loan Agreement which reduced the Loan interest rate to 3% per annum, credited $11,475.21 18 towards the reduction of the principal balance of the Loan, and established an amortization 19 schedule for the Loan extending for a fifteen (15) year period of time with monthly payments of 20 21 $1,028.33, and with the Loan scheduled to mature on April 1, 2018; and 22 WHEREAS, the Symphony has been a foundation of the cultural heritage of the City of 23 San Bernardino for over 75 years and continues to provide a valuable cultural resource to the 24 City of San Bernardino, its residents and the region; and 25 26 WHEREAS, the Symphony through its season ticket sales and marketing efforts 27 promotes the economic revitalization goals of the Agency through the use of Symphony financial resources, and the Symphony through its concert series encourages visitors and 1 P'lAgendas\ResolutionslRcsolwionsl2005\05-0J-07 S)'l'l1>hony Loan Agreement COC Resodrx: . 1 2 3 4 5 6 7 8 9 10 11 12 . 15 .28 concert goers to attend the cultural events held at the California Theater which is owned by the Agency, and the furtherance of such events has a direct beneficial financial impact upon the Agency by reducing the net operating costs to be paid by the Agency for the continued ownership and operation of the California Theater; and WHEREAS, the Agency receives direct benefits through the presence of the Symphony as illustrated in the marketing efforts of the Agency (i) to attract new businesses to the City of San Bernardino, (ii) to encourage relocation of businesses to the City of San Bernardino, and (iii) to foster expansion and retention of existing City businesses by including within marketing materials of the Agency those cultural amenities available to residents and business owners within the City through a financially viable symphonic orchestra such as the Symphony and its 13 presence within the City of San Bernardino; and 14 WHEREAS, the Symphony has in recent years achieved international acclaim and 16 recognition due to a large extent to the hiring of the current conductor and music director and 17 his visibility and name recognition on the international music scene; and 18 WHEREAS, the Symphony has submitted a request to the Agency that the Commission 19 consider such request as contained herein to forgive the remaining unpaid principal balance of 20 the Loan and any unpaid interest thereon; and 21 22 WHEREAS. the Community Development Commission ("Commission") as hereinafter 23 provided in this Resolution desires to terminate the Loan Agreement with the Symphony subject 24 to the terms and conditions as further provided in Section I hereof and to forbear the timely 25 receipt of monthly payments from the Symphony during the term of the Loan pursuant to the 26 27 terms of the Forbearance Agreement as herein authorized, and, upon the Symphony not having defaulted in the other requirements as set forth in the Loan Agreement, to forgive all unpaid 2 P:~\Resolutions\ResoIuI)oos\2005\O~3..Q7 Symphony l.oaJI AgreemenI COC kc5o.~ 1 e2 7 8 9 10 11 12 13 14 e 15 16 17 18 19 20 21 22 23 e28 principal and interest payments on the Loan upon the final maturity date of the Loan as shall be further set forth in said Forbearance Agreement. 3 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 4 5 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 6 FOLLOWS: Section 1. The Commission hereby finds and determines that the Recitals as set fo 24 above are accurate and correct in all respects and further finds and determines that the interest of the Agency will be enhanced and fostered in its revitalization efforts within the City of S Bernardino if the request of the Symphony as set forth in the Recitals hereto is granted by th Commission. The Loan Agreement, as amended, referred to in the recitals hereof shall remain ' full force and effect except as to the obligation of the Symphony to remit the scheduled monthl payments which the Agency shall forebear the timely receipt of all such payments provided tha the Symphony has not defaulted pursuant to Section 3,01(b) and (c) of the Loan Agreement an Section 3.01(d) as added by Amendment No.1 to the Loan Agreement. Provided that no Even of Default shall have occurred and be continuing as limited by the preceding sentence on 0 before April I, 2018, the Loan Agreement and all amounts otherwise due and payable thereo will be forgiven in full by the Agency as of said date. In the event that an Event of Defaul occurs prior to April 1, 2018, then the Agency shall be entitled to exercise all rights and remedie pursuant to the Loan Agreement, as amended, for the collection of all principal and interest including the exercise of the remedies as set forth in Section 3,02 as amended by Amendmen No, I, as to those amounts that shall then be due and payable, in addition to the deferr principal and interest amounts and interest thereon pursuant to the forbearance as authorize herein, 25 The Agency and the Symphony shall execute within thirty (30) days after the adoption 0 this Resolution a Forbearance Agreement and in such final form as is reasonably necessary t evidence the forbearance of monthly payments as herein approved and such Forbearanc Agreement shall thereafter provide for the termination of the Loan Agreement, as amended, as 0 26 27 3 P:\Agendas\RCIOlutioos\RcsolutionlllOO.5\O~)-01 Symphony l...o8n Aareemem CDC Rcso.doc 1 -2 April I, 2018, provided that no Event of Default as set forth above has occurred or is the continuing prior to or as of said date, The execution of such Forbearance Agreement is hereb authorized to be executed by the Chairperson of the Commission on behalf of the Agency in suc final fonn as shall be subject to the approval of the Executive Director of the Agency and th City Attorney as the Agency General Counsel. This Resolution shall take effect upon the date of its adoption. 3 4 5 6 Section 2. 7 III 8 III 9 10 III 11 III 12 11/ 13 11/ 14 _ 11/ 15 16 III 17 /11 18 /11 19 III 20 21 III 22 III 23 III 24 11/ 25 III 26 27 III _ 28 III P.\Aj:endas\Rcsolutions\Rcsolutions\200S\OS..QJ-07 Symphony Loan Agreement COC Reso_dot 4 3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE FORBEARANCE OF PAYMENTS PURSUANT TO THE LOAN AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE SAN BERNARDINO SYMPHONY AND THE FORGIVENESS OF AMOUNTS OWED THEREON AS OF THE FINAL MATURITY DATE PROVIDED THAT NO PRIOR DEFAULT HAS OCCURRED 1 .2 4 5 6 7 I HEREBY CERTIFY that the forgoing Resolution was duly 8 Community Development Commission of the City of San Bernardino at a meetin 9 thereof, held on the _day of , 2005, by the following vote, to wit: 10 Commission Members Aves Navs Abstain Absent 11 ESTRADA 12 LONGVILLE 13 14 MCGINNIS . 15 DERRY 16 KELLEY 17 JOHNSON 18 19 MCCAMMACK - 20 21 Secretary 22 The foregoing Resolution is hereby approved this _day of ,2005. 23 24 25 Chairperson, Community Development Commission of the City of San Bernardino 26 27 Approved as to form and legal content: By: ~~II Mb? Agency C sel .28 5 P'\Agendas\Resolu1ions\Re3olutions\200SlOS-03-07 S)'l11lbofty Loan AJrcement CDC Rcso,doc . . . (II' IJ FORBEARANCE AGREEMENT THIS AGREEMENT is entered into this the day of , by and between Redevelopment Agency of the City of San Bernardino, a public body corporate and politic ("Agency") and San Bernardino Symphony Association, a California nonprofit corporation ("Symphony"), The parties stipulate as follows: A. To evidence and secure Symphony's indebtedness to Agency, Symphony executed and delivered to Agency the following documents and instruments (the "Loan Documents"): I) Loan Agreement by and between San Bernardino Symphony Orchestra a California nonprofit corporation dated as of April 20, 1999 (the "Note") 2) Promissory Note dated April 20, 1999 3) Amendment to Loan Agreement dated April 21, 2003 B. Under the Note and the other Loan Documents, Symphony is justly indebted to Agency in the amount of$135,542.34 as of the date of this Agreement. (the "Indebtedness"), c. The Indebtedness is fully enforceable and is not subject to any defense or counterclaim or any claim of setoff or recoupment. D. Symphony represents that, because of its financial condition, at this time it is unable to pay the full amount of the Indebtedness. The parties are entering into this Agreement because of Symphony's representations concerning its financial condition, NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1, Forbearance Period. Subject to the express provisions of this Forbearance Agreement, Agency hereby agrees to forbear from exercising its remedies under the Note and the other Loan Documents until the earlier of (i) April 1, 2018, or (ii) the occurrence ofa Termination Event, as defined in Section 3 of this Agreement. This period of forbearance is hereinafter referred to as the "Forbearance Period," During the Forbearance Period, Symphony shall not be required to make any principal or interest payments as provided for in the Loan Documents, and no interest shall accrue on the principal during such Forbearance Period. 2. Conditions of Forbearance. Agency's agreement to forbear is conditioned upon and subject to timely satisfaction of each DHC/js[ Agreements\Symphony.Agr] 1 e e e of the following conditions ("Conditions of Forbearance"): (a) Financial Statements As of the I" day of each month during the Forbearance Period, Symphony shall deliver to Agency its financial statements for the immediately preceding month. During the Forbearance Period, within ninety (90) days after each of Symphony's fiscal years, Symphony shall deliver to Agency audited financial statements for Symphony's immediately preceding fiscal year on an annual basis, certified by a reputable accounting firm, or other independent certified public accountants agreed upon by Agency, (b) No Default to Third Parties During the Forbearance Period, Symphony shall not be in default of any of its obligations to any other party. (c) Correctness of Representations and Warranties All representations and warranties made by Symphony to Agency under this Agreement shall remain true and correct throughout the Forbearance Period, (d) No Defaults Under Loan Documents During the Forbearance Period, Symphony's obligation to make payments to Agency shall be governed by this Agreement. Symphony shall perform under and satisfY all other obligations, covenants, representations and warranties contained in the Loan Documents, With respect to all such obligations, covenants, representations and warranties, an Event of Default under any of the Loan Documents shall constitute a Termination Event under this Agreement. (e) No Defaults Hereunder During the Forbearance Period, Symphony shall not breach any promise or covenant contained in this Agreement and shall not be in default under any provision of this Agreement. 3. Termination Events. Each of the following shall constitute a Termination Event and an Event of Default under this Agreement: (a) Symphony fails to comply in a timely manner with any of the Conditions of Forbearance set forth above, (b) Symphony becomes a debtor in bankruptcy by means of either a voluntary or involuntary petition, [mCjsl A~'Teements\Symphony.Agr] 2 . . . (c) Any kind of receivership or insolvency proceeding is commenced by or against Symphony, 4. Termination of Forbearance Period. Symphony agrees that the Forbearance Period automatically, and without notice, shall be terminated upon the earlier of: (a) April 1, 2018, or, (b) The occurrence of any Termination Event, as defined above, 5. Forl!iveness of Indebtedness. Provided that throughout the Forbearance Period Symphony satisfies all of the Conditions of Forbearance set forth above and perform under and satisfy all other obligations, covenants, representations contained in the Loan Documents, and provided further that no Termination Event occurs during the Forbearance Period, then at the conclusion of the Forbearance Period Agency will forgive and discharge the then remaining outstanding balance of the Indebtedness, If, however, there shall ever occur a Termination Event, Agency shall be under no obligation to forgive or discharge any portion of the Indebtedness, 6. Representations. Warranties and Covenants. In order to induce Agency to enter into this Agreement, Symphony makes the following representations, warranties and covenants: (a) Symphony is a validly existing California non-profit corporation in good standing under the laws of the State of California; (b) Symphony is duly authorized and empowered to enter into and perform under this Agreement; (c) No defaults have occurred or will occur under any of the Loan Documents; (d) The execution and performance of this Agreement by Symphony does not and will not violate any agreement to which Symphony is a party; (e) All financial and other information given by Symphony or any of its agents or representatives to Agency is and shall be true and accurate; (f) During the Forbearance Period, Symphony will not dispose of any of its property outside of the ordinary course of business; (g) During the Forbearance Period, Symphony will not incur any additional debt except DHCijs[ Agreements\Symphony.Agr] 3 . . . for trade debt incurred in the ordinary course of business; (h) Symphony shall take no action which would impair Symphony's ability to perform its obligations hereunder or to satisfy any of the Conditions of Forbearance. 7. Effectiveness of the Loan Documents. THIS AGREEMENT shall not constitute a novation of the Note or any of the other Loan Documents, and the Note and other Loan Documents shall remain in full force and effect subject only to Agency's agreement to forbear as set forth herein, 8. Release and Waiver. Symphony hereby acknowledges and stipulates that it has no claims or causes of action against Agency of any kind whatsoever. Symphony hereby releases Agency from any and all claims, causes of action, demands and liabilities of any kind whatsoever whether direct or indirect, fixed or contingent, liquidated or non-liquidated, disputed or undisputed, known or unknown, which Symphony has or may acquire in the future relating in any way to any event, circumstance, action or failure to act from the beginning of time to the date of this Agreement. 9. Costs and Expenses. Symphony agrees to pay on demand all out-of-pocket costs and expenses of Agency, including the fees and out-of-pocket expenses of counsel for Agency, in connection with the administration, enforcement, or protection of Agency's rights under this Forbearance Agreement and/or the Note and other Loan Documents, 10. No Oblil!ation to Extend Future Forbearances: No Waiver Symphony acknowledges and agrees that Agency is not obligated and does not agree to extend any other or future forbearances except as expressly set forth herein, This Agreement shall not constitute a waiver by Agency of any of Symphony's defaults under the Note and other Loan Documents. Except as expressly provided herein, Agency reserves all of its rights and remedies under the other Loan Documents, No action or course of dealing on the part of Agency, its officers, employees, consultants, or agents, nor any failure or delay by Agency with respect to exercising any right. power or privilege of Agency under the Loan Documents or this Agreement, shall operate as a waiver thereof, except to the extent expressly provided herein. 11. No Oblil!ation to Make Further Advances Symphony acknowledges and agrees that Agency is under no obligation to advance any additional credit to Symphony, III DHC/js[ Agreements\Symphony.Agr] 4 . . . 12. Governinl! Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 13. Amendments This Agreement cannot be amended, rescinded, supplemented or modified except in writing signed by the parties hereto, 14. Complete Al!reement THIS AGREEMENT contains the entire agreement of the parties and supersedes any other discussions or agreements relating to the subject of this Agreement. 15. Time of the Essence TIME IS OF THE ESSENCE OF THIS AGREEMENT, IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and date first shown above. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Judith Valles, Chairperson ATTEST: SAN BERNARDINO SYMPHONY ASSOCIATION By: Secretary By: Title Approved as to form and legal content: Agency Counsel lJHC /js[ Agreements"..symphony.Agr] 5 . . . ~, (/ ~ ~ FORBEARANCE AGREEMENT THIS AGREEMENT is entered into this the day of , by and between Redevelopment Agency of the City of San Bernardino, a public body corporate and politic ("Agency") and San Bernardino Symphony Association, a California nonprofit corporation ("Symphony"). The parties stipulate as follows: A. To evidence and secure Symphony's indebtedness to Agency, Symphony executed and delivered to Agency the following documents and instruments (the "Loan Documents"): I) Loan Agreement by and between San Bernardino Symphony Orchestra a California nonprofit corporation dated as of April 20, 1999 (the "Note") 2) Promissory Note dated April 20, 1999 3) Amendment to Loan Agreement dated April 21, 2003 B, Under the Note and the other Loan Documents, Symphony is justly indebted to Agency in the amount of$135,542.34 as ofthe date of this Agreement (the "Indebtedness"). c. The Indebtedness is fully enforceable and is not subjectto any defense or counterclaim or any claim of setoff or recoupment. D. Symphony represents that, because of its financial condition, at this time it is unable to pay the full amount of the Indebtedness, The parties are entering into this Agreement because of Symphony's representations concerning its financial condition, NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Forbearance Period. Subject to the express provisions of this Forbearance Agreement, Agency hereby agrees to forbear from exercising its remedies under the Note and the other Loan Documents until the earlier of (i) April 1, 2018, or (ii) the occurrence ofa Termination Event, as defined in Section 3 of this Agreement. This period of forbearance is hereinafter referred to as the "Forbearance Period." During the Forbearance Period, Symphony shall not be required to make any principal or interest payments as provided for in the Loan Documents, and no interest shall accrue on the principal during such Forbearance Period, 2. Conditions of Forbearance. Agency's agreement to forbear is conditioned upon and subject to timely satisfaction of each DHCijs[ AgreementslSymphony2.Agr] 1 . . . of the following conditions ("Conditions of Forbearance"): (!!l Good Faith Benefactor At all times during the term ofthis Forbearance Agreement. Svmphonv shall make good faith efforts to secure a maior financial benefactor to donate funds to Svmphonv for the puroose of satisfying its indebtedness to Agencv, (b) Financial Statements As of the I" day of each month during the Forbearance Period, Symphony shall deliver to Agency its financial statements for the immediately preceding month. During the Forbearance Period, within ninety (90) days after each of Symphony's fiscal years, Symphony shall deliver to Agency audited financial statements for Symphony's immediately preceding fiscal year on an annual basis, certified by a reputable accounting firm, or other independent certified public accountants agreed upon by Agency. (c) No Default to Third Parties During the Forbearance Period, Symphony shall not be in default of any of its obligations to any other party, (d) Correctness of Representations and Warranties All representations and warranties made by Symphony to Agency under this Agreement shall remain true and correct throughout the Forbearance Period. (e) No Defaults Under Loan Documents During the Forbearance Period, Symphony's obligation to make payments to Agency shall be governed by this Agreement. Symphony shall perform under and satisfy all other obligations, covenants, representations and warranties contained in the Loan Documents, With respect to all such obligations, covenants, representations and warranties, an Event of Default under any of the Loan Documents shall constitute a Termination Event under this Agreement. (f) No Defaults Hereunder During the Forbearance Period, Symphony shall not breach any promise or covenant contained in this Agreement and shall not be in default under any provision of this Agreement. 3. Termination Events. Each ofthe following shall constitute a Termination Event and an Event of Default under this Agreement: DHC /js[ Agreements\Symphony2 .Agr ] 2 . . . (a) Symphony fails to comply in a timely manner with any of the Conditions of Forbearance set forth above, (b) Symphony becomes a debtor in bankruptcy by means of either a voluntary or involuntary petition. (c) Any kind of receivership or insolvency proceeding is commenced by or against Symphony, 4. Termination of Forbearance Period. Symphony agrees that the Forbearance Period automatically, and without notice, shall be terminated upon the earlier of: (a) April 1, 2018, or, (b) The occurrence of any Termination Event, as defined above. 5. Forl!iveness of Indebtedness. Provided that throughout the Forbearance Period Symphony satisfies all of the Conditions of Forbearance set forth above and perform under and satisfy all other obligations, covenants, representations contained in the Loan Documents, and provided further that no Termination Event occurs during the Forbearance Period, then at the conclusion of the Forbearance Period Agency will forgive and discharge the then remaining outstanding balance of the Indebtedness.. If, however, there shall ever occur a Termination Event, Agency shall be under no obligation to forgive or discharge any portion of the Indebtedness, 6. Representations. Warranties and Covenants. In order to induce Agency to enter into this Agreement, Symphony makes the following representations, warranties and covenants: (a) Symphony is a validly existing California non-profit corporation in good standing under the laws of the State of California; (b) Symphony is duly authorized and empowered to enter into and perform under this Agreement; (c) No defaults have occurred or will occur under any of the Loan Documents; (d) The execution and performance of this Agreement by Symphony does not and will not violate any agreement to which Symphony is a party; (e) All financial and other information given by Symphony or any of its agents or DHC/js[ Agreements\Symphony2.Agr] 3 . . . representatives to Agency is and shall be true and accurate; (f) During the Forbearance Period, Symphony will not dispose of any of its property outside of the ordinary course of business; (g) During the Forbearance Period, Symphony will not incur any additional debt except for trade debt incurred in the ordinary course of business; (h) Symphony shall take no action which would impair Symphony's ability to perform its obligations hereunder or to satisfy any of the Conditions of Forbearance, 7. Effectiveness of the Loan Documents. THIS AGREEMENT shall not constitute a novation of the Note or any of the other Loan Documents, and the Note and other Loan Documents shall remain in full force and effect subject only to Agency's agreement to forbear as set forth herein, 8. Release and Waiver. Symphony hereby acknowledges and stipulates that it has no claims or causes of action against Agency of any kind whatsoever. Symphony hereby releases Agency from any and all claims. causes of action, demands and liabilities of any kind whatsoever whether direct or indirect. fixed or contingent, liquidated or non-liquidated, disputed or undisputed, known or unknown, which Symphony has or may acquire in the future relating in any way to any event, circumstance, action or failure to act from the beginning of time to the date of this Agreement. 9. Costs and Expenses. Symphony agrees to pay on demand all out-of-pocket costs and expenses of Agency, including the fees and out-of-pocket expenses of counsel for Agency, in connection with the administration, enforcement, or protection of Agency's rights under this Forbearance Agreement andlor the Note and other Loan Documents. 10. No Oblil!ation to Extend Future Forbearances: No Waiver Symphony acknowledges and agrees that Agency is not obligated and does not agree to extend any other or future forbearances except as expressly set forth herein. This Agreement shall not constitute a waiver by Agency of any of Symphony's defaults under the Note and other Loan Documents. Except as expressly provided herein, Agency reserves all of its rights and remedies under the other Loan Documents. No action or course of dealing on the part of Agency, its officers, employees, consultants, or agents, nor any failure or delay by Agency with respect to exercising any right, power or privilege of Agency under the Loan Documents or this Agreement, shall operate as a waiver thereof, except to the extent expressly provided herein, 11. No Oblil!ation to Make Further Advances DHC /js[ Agreements\Symphony2.Agr] 4 . . . ---I Symphony acknowledges and agrees that Agency is under no obligation to advance any additional credit to Symphony, 12. Governinl! Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 13. Amendments This Agreement cannot be amended, rescinded, supplemented or modified except in writing signed by the parties hereto, 14. Comolete Al!reement THIS AGREEMENT contains the entire agreement of the parties and supersedes any other discussions or agreements relating to the subject of this Agreement. 15. Time of the Essence TIME IS OF THE ESSENCE OF THIS AGREEMENT. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and date first shown above. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Judith Valles, Chairperson ATTEST: SAN BERNARDINO SYMPHONY ASSOCIATION By: Secretary By: Title Approved as to form and legal content: Agency Counsel DHC ijS[ Agreements\Symphony2.Agr] 5 . . . /"'-- /-::2, ( .:-; ~ FORBEARANCE AGREEMENT THIS AGREEMENT is entered into this the day of , by and between Redevelopment Agency of the City of San Bernardino, a public body corporate and politic ("Agency") and San Bernardino Symphony Association, a California nonprofit corporation ("Symphony"). The parties stipulate as follows: A, To evidence and secure Symphony's indebtedness to Agency, Symphony executed and delivered to Agency the following documents and instruments (the "Loan Documents"): I) Loan Agreement by and between San Bernardino Symphony Orchestra a California nonprofit corporation dated as of April 20, 1999 (the "Note") 2) Promissory Note dated April 20, 1999 3) Amendment to Loan Agreement dated April 21, 2003 B. Under the Note and the other Loan Documents, Symphony is justly indebted to Agency in the amount of$135,542.34 as of the date of this Agreement (the "Indebtedness"), c. The Indebtedness is fully enforceable and is not subject to any defense or counterclaim or any claim of setoff or recoupment. D. Symphony represents that, because of its financial condition, at this time it is unable to pay the full amount of the Indebtedness, The parties are entering into this Agreement because of Symphony's representations concerning its financial condition. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Forbearance Period. Subject to the express provisions of this Forbearance Agreement, Agency hereby agrees to forbear from exercising its remedies under the Note and the other Loan Documents until the earlier of (i) Anrill. 2025, or (ii) the occurrence ofa Termination Event, as defined in Section 3 of this Agreement. This period of forbearance is hereinafter referred to as the "Forbearance Period," During the Forbearance Period, Symphony shall not be required to make any principal or interest payments as provided for in the Loan Documents, and no interest shall accrue on the principal during such Forbearance Period. DHC,js[ Agreements\Symphony 3 .Agr] I . 2. Conditions of Forbearance. Agency's agreement to forbear is conditioned upon and subject to timely satisfaction of each of the following conditions ("Conditions of Forbearance"): (a) Retention of Name At all times during the term of this Forbearance Agreement Symphonv shall retain the name "San Bernardino Symphonv Orchestra and Association (Guild)." (b) Financial Statements As of the l;t day of each month during the Forbearance Period, Symphony shall deliver to Agency its financial statements for the immediately preceding month, During the Forbearance Period, within ninety (90) days after each of Symphony's fiscal years, Symphony shall deliver to Agency audited financial statements for Symphony's immediately preceding fiscal year on an annual basis, certified by a reputable accounting firm, or other independent certified public accountants agreed upon by Agency. (c) No Default to Third Parties During the Forbearance Period. Symphony shall not be in default of any of its obligations to . any other party. (d) Correctness of Representations and Warranties All representations and warranties made by Symphony to Agency under this Agreement shall remain true and correct throughout the Forbearance Period. (e) No Defaults Under Loan Documents During the Forbearance Period. Symphony's obligation to make payments to Agency shall be governed by this Agreement. Symphony shall perform under and satisfy all other obligations, covenants, representations and warranties contained in the Loan Documents, With respect to all such obligations. covenants, representations and warranties, an Event of Default under any of the Loan Documents shall constitute a Termination Event under this Agreement. (I) No Defaults Hereunder During the Forbearance Period, Symphony shall not breach any promise or covenant contained in this Agreement and shall not be in default under any provision of this Agreement. 3. Termination Events. . DHC/js[ Agreements\Symphony3 .Agr 1 2 e e e Each ofthe following shall constitute a Termination Event and an Event of Default under this Agreement: (a) Symphony fails to comply in a timely manner with any of the Conditions of Forbearance set forth above, (b) Symphony becomes a debtor in bankruptcy by means of either a voluntary or involuntary petition. (c) Any kind of receivership or insolvency proceeding is commenced by or against Symphony. 4. Termination of Forbearance Period. Symphony agrees that the Forbearance Period automatically, and without notice, shall be terminated upon the earlier of: (a) Aoril L 2025; (b) The occurrence of any Termination Event. as defined above; or, w During the Forbearance Period. Svrnohonv mav oay Agency a single oavrnent equal to the outstanding balance of the forbearance amount. Svrnohony shall not be entitled to any ore-oavrnent discount or other benefit or entitlement as a result ofthe oavrnent. 5. FOr!!iveness ofIndebtedness. Provided that throughout the Forbearance Period Symphony satisfies all of the Conditions of Forbearance set forth above and perform under and satisfy all other obligations, covenants. representations contained in the Loan Documents, and provided further that no Termination Event occurs during the Forbearance Period, then at the conclusion of the Forbearance Period or 90 days prior to said conclusion, Agencymav initiate discussions to forgive and discharge the then remaining outstanding balance of the Indebtedness and accrued interest or renegotiate the terms and conditions of the Loan Documents and this Forbearance Agreement. If, however, there shall ever occur a Termination Event, Agency shall be under no obligation to forgive or discharge any portion of the Indebtedness, 6. Reoresentations. Warranties and Covenants. In order to induce Agency to enter into this Agreement, Symphony makes the following representations, warranties and covenants: DHC/js[ Agreements\Symphony 3 .AgrJ 3 . . . (a) Symphony is a validly existing California non-profit corporation in good standing under the laws of the State of California; (b) Symphony is duly authorized and empowered to enter into and perform under this Agreement; (c) No defaults have occurred or will occur under any of the Loan Documents; (d) The execution and performance of this Agreement by Symphony does not and will not violate any agreement to which Symphony is a party; (e) All financial and other information given by Symphony or any of its agents or representatives to Agency is and shall be true and accurate; (f) During the Forbearance Period, Symphony will not dispose of any of its property outside of the ordinary course of business; (g) During the Forbearance Period, Symphony will not incur any additional debt except for trade debt incurred in the ordinary course of business; (h) Symphony shall take no action which would impair Symphony's ability to perform its obligations hereunder or to satisfY any of the Conditions of Forbearance, 7. Effectiveness of the Loan Documents. THIS AGREEMENT shall not constitute a novation of the Note or any of the other Loan Documents, and the Note and other Loan Documents shall remain in full force and effect subject only to Agency's agreement to forbear as set forth herein, 8. Release and Waiver. Symphony hereby acknowledges and stipulates that it has no claims or causes of action against Agency of any kind whatsoever. Symphony hereby releases Agency from any and all claims, causes of action, demands and liabilities of any kind whatsoever whether direct or indirect, fixed or contingent. liquidated or non-liquidated, disputed or undisputed, known or unknown, which Symphony has or may acquire in the future relating in any way to any event, circumstance, action or failure to act from the beginning of time to the date of this Agreement. 9. Costs and EXDenses. Symphony agrees to pay on demand all out-of-pocket costs and expenses of Agency, including the fees and out-of-pocket expenses of counsel for Agency, in connection with the administration, enforcement, or protection of Agency's rights under this Forbearance Agreement DHC/js[ Agreements\Symphony 3 .Agr] 4 . . . and/or the Note and other Loan Documents. 10. No Oblil!ation to Extend Future Forbearances; No Waiver Symphony acknowledges and agrees that Agency is not obligated and does not agree to extend any other or future forbearances except as expressly set forth herein, This Agreement shall not constitute a waiver by Agency of any of Symphony's defaults under the Note and other Loan Documents. Except as expressly provided herein, Agency reserves all of its rights and remedies under the other Loan Documents, No action or course of dealing on the part of Agency, its officers, employees, consultants, or agents, nor any failure or delay by Agency with respect to exercising any right, power or privilege of Agency under the Loan Documents or this Agreement, shall operate as a waiver thereof, except to the extent expressly provided herein. 11. No Oblil!ation to Make Further Advances Symphony acknowledges and agrees that Agency is under no obligation to advance any additional credit to Symphony. 12. Governinl! Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 13. Amendments This Agreement cannot be amended, rescinded, supplemented or modified except in writing signed by the parties hereto. 14. ComDlete Al!reement THIS AGREEMENT contains the entire agreement of the parties and supersedes any other discussions or agreements relating to the subject of this Agreement. III III III III III DHCijs[ Agreemcnts\Symphony 3 .Agr] 5 . 15. Time of the Essence TIME IS OF THE ESSENCE OF THIS AGREEMENT. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and date first shown above. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Judith Valles, Chairperson ATTEST: SAN BERNARDINO SYMPHONY ASSOCIATION By: Secretary By: Title Approved as to form . and legal content: Agency Counsel . DHC/js[ Agreements\Symphony 3.Agr] 6 . . . 4 --~. FORBEARANCE AGREEMENT THIS AGREEMENT is entered into this the day of , by and between Redevelopment Agency of the City of San Bernardino, a public body corporate and politic ("Agency") and San Bernardino Symphony Association, a California nonprofit corporation ("Symphony"). The parties stipulate as follows: A. To evidence and secure Symphony's indebtedness to Agency, Symphony executed and delivered to Agency the following documents and instruments (the "Loan Documents"): I) Loan Agreement by and between San Bernardino Symphony Orchestra a California nonprofit corporation dated as of April 20, 1999 (the "Note") 2) Promissory Note dated April 20, 1999 3) Amendment to Loan Agreement dated April 21,2003 B. Under the Note and the other Loan Documents, Symphony is justly indebted to Agency in the amount of$135,542.34 as of the date of this Agreement (the "Indebtedness"). C. The Indebtedness is fully enforceable and is not subject to any defense or counterclaim or any claim of setoff or recoupment. D. Symphony represents that, because of its financial condition, at this time it is unable to pay the full amount of the Indebtedness. The parties are entering into this Agreement because of Symphony's representations concerning its financial condition. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Forbearance Period. Subject to the express provisions of this Forbearance Agreement, Agency hereby agrees to forbear from exercising its remedies under the Note and the other Loan Documents until the earlier of (i) April!. 2025, or (ii) the occurrence of a Termination Event, as defined in Section 3 of this Agreement. This period of forbearance is hereinafter referred to as the "Forbearance Period." During the Forbearance Period, Symphony shall not be required to make any principal or interest payments as provided for in the Loan Documents, and no interest shall accrue on the principal during such Forbearance Period. DHC/js[ Agreements\S)1nphony4.Agr] I . . . 2. Conditions of Forbearance. Agency's agreement to forbear is conditioned upon and subject to timely satisfaction of each of the following conditions ("Conditions of Forbearance"): (a) Retention of Name At all times during the term of this Forbearance Agreement Svrnphonv shall retain the name "San Bernardino Svrnphonv Orchestra and Association (Guild)." (b) Good Faith Benefactor At all times during the term of this Forbearance Agreement. Svrnohonvshall make good faith efforts to secure a major financial benefactor to donate funds to Svrnohonv for the purpose of satisfying its indebtedness to Agencv. (c) Financial Statements As of the I" day of each month during the Forbearance Period, Symphony shall deliver to Agency its financial statements for the immediately preceding month. During the Forbearance Period, within ninety (90) days after each of Symphony's fiscal years, Symphony shall deliver to Agency audited financial statements for Symphony's immediately preceding fiscal year on an annual basis, certified by a reputable accounting firm, or other independent certified public accountants agreed upon by Agency. (d) No Default to Third Parties During the Forbearance Period, Symphony shall not be in default of any of its obligations to any other party. (e) Correctness of Representations and Warranties All representations and warranties made by Symphony to Agency under this Agreement shall remain true and correct throughout the Forbearance Period. (I) No Defaults Under Loan Documents During the Forbearance Period, Symphony's obligation to make payments to Agency shall be governed by this Agreement. Symphony shall perform under and satisfy all other obligations, covenants, representations and warranties contained in the Loan Documents. With respect to all such obligations, covenants, representations and warranties, an Event of Default under any of the Loan Documents shall constitute a Termination Event under this Agreement. DHC/js[ Agreements\Symphony4.Agr] 2 . . . (g) No Defaults Hereunder During the Forbearance Period, Symphony shall not breach any promise or covenant contained in this Agreement and shall not be in default under any provision of this Agreement. 3. Termination Events. Each of the following shall constitute a Termination Event and an Event of Default under this Agreement: (a) Symphony fails to comply in a timely manner with any of the Conditions of Forbearance set forth above. (b) Symphony becomes a debtor in bankruptcy by means of either a voluntary or involuntary petition. (c) Any kind of receivership or insolvency proceeding is commenced by or against Symphony. 4. Termination of Forbearance Period. Symphony agrees that the Forbearance Period automatically, and without notice, shall be terminated upon the earlier of: (a) April 1. 2025; (b) The occurrence of any Termination Event, as defined above; or, Jil During the Forbearance Period. Svrnphonv may pay Agencv a single pavrnent eaual to the outstanding balance of the forbearance amount. Svrnphonv shall not be entitled to any pre-pavrnent discount or other benefit or entitlement as a result of the pavrnent. 5. Forl!"iveness of Indebtedness. Provided that throughout the Forbearance Period Symphony satisfies all of the Conditions of Forbearance set forth above and perform under and satisfy all other obligations, covenants, representations contained in the Loan Documents, and provided further that no Termination Event occurs during the Forbearance Period, then at the conclusion of the Forbearance Period or 90 days prior to said conclusion, Agencymav initiate discussions to forgive and discharge the then remaining outstanding balance of the Indebtedness or renegotiate the terms and conditions of the Loan Documents and this Forbearance Agreement. If, however, there shall ever occur a Termination Event, Agency shall be under no obligation to forgive or discharge any portion of the Indebtedness. DHC/js[ Agreements\Symphony4.Agr] 3 . . . 6. ReDresentations. Warranties and Covenants. In order to induce Agency to enter into this Agreement, Symphony makes the following representations, warranties and covenants: (a) Symphony is a validly existing California non-profit corporation in good standing under the laws of the State of California; (b) Symphony is duly authorized and empowered to enter into and perform under this Agreement; (c) No defaults have occurred or will occur under any of the Loan Documents; (d) The execution and performance of this Agreement by Symphony does not and will not violate any agreement to which Symphony is a party; (e) All financial and other information given by Symphony or any of its agents or representatives to Agency is and shall be true and accurate; (f) During the Forbearance Period, Symphony will not dispose of any of its property outside of the ordinary course of business; (g) During the Forbearance Period, Symphony will not incur any additional debt except for trade debt incurred in the ordinary course of business; (h) Symphony shall take no action which would impair Symphony's ability to perform its obligations hereunder or to satisfy any of the Conditions of Forbearance. 7. Effectiveness ofthe Loan Documents. THIS AGREEMENT shall not constitute a novation of the Note or any of the other Loan Documents, and the Note and other Loan Documents shall remain in full force and effect subject only to Agency's agreement to forbear as set forth herein. 8. Release and Waiver. Symphony hereby acknowledges and stipulates that it has no claims or causes of action against Agency of any kind whatsoever. Symphony hereby releases Agency from any and all claims, causes of action, demands and liabilities of any kind whatsoever whether direct or indirect, fixed or contingent, liquidated or non-liquidated, disputed or undisputed, known or unknown, which Symphony has or may acquire in the future relating in any way to any event, circumstance, action or failure to act from the beginning of time to the date of this Agreement. DHC/js[ Agreements\Symphony4.Agr 1 4 . . . 9. Costs and Expenses. Symphony agrees to pay on demand all out-of-pocket costs and expenses of Agency, including the fees and out-of-pocket expenses of counsel for Agency, in connection with the administration, enforcement, or protection of Agency's rights under this Forbearance Agreement and/or the Note and other Loan Documents. 10. No Oblil!"ation to Extend Future Forbearances; No Waiver Symphony acknowledges and agrees that Agency is not obligated and does not agree to extend any other or future forbearances except as expressly set forth herein. This Agreement shall not constitute a waiver by Agency of any of Symphony's defaults under the Note and other Loan Documents. Except as expressly provided herein, Agency reserves all of its rights and remedies under the other Loan Documents. No action or course of dealing on the part of Agency, its officers, employees, consultants, or agents, nor any failure or delay by Agency with respect to exercising any right, power or privilege of Agency under the Loan Documents or this Agreement, shall operate as a waiver thereof, except to the extent expressly provided herein. 11. No Oblil!"ation to Make Further Advances Symphony acknowledges and agrees that Agency is under no obligation to advance any additional credit to Symphony. 12. Governinl!" Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 13. Amendments This Agreement cannot be amended, rescinded, supplemented or modified except in writing signed by the parties hereto. 14. Complete Al!"reement THIS AGREEMENT contains the entire agreement of the parties and supersedes any other discussions or agreements relating to the subject of this Agreement. 15. Time of the Essence DHC'js[ Agreemcnts\Symphony4.Agr ] 5 . . . TIME IS OF THE ESSENCE OF THIS AGREEMENT. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and date first shown above. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Judith Valles, Chairperson ATTEST: SAN BERNARDINO SYMPHONY ASSOCIATION By: Secretary By: Title Approved as to form and legal content: Agency Counsel OJ IC/js[ Agreemenls\Symphony4.Agr] 6 """',~~~ I , ECONOMIC DEVELOPMENT AGENCY or THE crrv or SANBERNAllDINO ORIGINAL UOlJUT ma COMMlSSIONICOtJNClLA~ON FROM: o.y Van Osdel EJUlCUti.ve Director SUBJECT: S.. BerunIIao S~""lANm ApeemeIlt Te........... DATE: February 8, 2005 ---------------------------------------------..-..-...------......-..-----........---.......--.............--...--------......--- ~ftlGDIII ot'PnriouII"__.......,C--alll"_~ .N6-I,l: On February 8, 2005, Redevelopment CommitteeMembers Eslrada and McGinnis rec<"..n~ 8plXOV8l afle. h.illMiQIl af the Loan ~eemeot with the San BemardiDo Symphony Association Committee Member Longville did DOt teC(llUhleJ)d approval of the termination afthe Loan Agrecmart. ------------ R_-ded MotioD(I): (~__1tY De\'eIOI--~ C-....) MOTION: RESOLUTION OF THE COMMUNlTYDEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING TERMINATION OF THE LOAN AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY AND THE SAN BERNARDINO SYMPHONY. .-' --------------------------- Project Area(s): Cen1ral City North Phone: 663-1044 Ward(s): First Ward Contact Persoo(s): Galy Van o.+lJRmohAnl T jnrl....rl. Supporting Data Attaclted:1!I Statl'Report IiiI Resolution(s) [] Agreement(s)/Con1ract(s) [] Map(s) [] Ltr/Memo FUNDING REQUIREMENTS: AJnount: NA Source: NA Budget Authority: NA S1GNAlURR J.:. ~~"' ~jx-0 81'8 Lindseth Administrative Services Director --------------------..---.------------------ r...._luln./C'......... NoteI: / ~~P-fJll 2.j')-10!' --- COMM_I;/O ::KJ ( MElTING D. f) __I 31'1i(0 GVO:bl:AgeIlda CDC symphony ECONOMIC DEVELOPMENT AGENCY STAFF REPORT $an ..m.....;.o SVDlobonv Loan Asrreement Tennin.tion Baebround On April 19, 1999 the ColJUl'Umity Development Commill$ion ("Commission") approved a loan agreement with the San Bernardino Symphony ('fSymphony") in an amount not to exceed 5175,000 (the Symphony made five (5) draws for a total of 5161,299.74), at an interest rate ofCJO.4, with interest only payments due monthly, and with principal payments ofS35,OOO due Anmt.Dy on May 15th of each year, but in any event all principal was due and payable in full no later than Aprll20, 2004. The source of Agency funds used for the Symphony loan was the Comtmtmty Reinvestment Fund ("CRF'), whereby the interest rate (CJO.4) to the Symphony was set .375% higher than the interest rate the Agency was paying (8.625%) for the cost of borrowing the COmtmt.,ity Reinvestment funds. However, on November 15, 2001, the CRF loan was paid in full and the Agency was no longer paying interest on the CRF loan. The Symphony made prompt interest only monthly payments of $1,209.7S, for a total of $46,299.74 of interest paid through February 2003. At that time, the Symphony's Profit and Loss Statement indicated a positive ofSS,241.07 for the fiscal year July 1, 2002 through December 12, 2002. However, without 533,362 in donations. and City funds in the amount ofSS2,000, the Symphony's Profit and Loss would have been in a negative. Based on this, the Symphony was unable to make the 535,000 An'n1l81 principal payments, and it was unlikely that the Symphony would be able to pay the entire 5161,299.74 outstanding balloon principalbaJanceby April 20, 2004. Based upon the anticipated inability of the Symphony to repay the entire principal baJance of the loan by April 20, 2004, and considering that the Symphony is an important community asset and makes a tremendous conuibution to the quality oflife in our co11)1nUJljty, the terms of the agreement were amended to reflect a realistic amortized principal and interest repayment schedule that the Symphony would be able to service. On April 21,2003 the Commission approved Amendment NO.1 to the Loan Agreement which reduced the Symphony loan interest rate from 9% to 3% commencing on April 1, 2003, and the Symphony's additional payment of interest above the cost of Agerx;y funds in the amount of $11,475.21 was credited towards the principal balance, which reduced the total outstanding balance to $149,824.53. Further, a fifteen (15) year term assisted the Symphony to fully amortiz.e the principal balance while reducing the monthly payment to' $1,028.33. The loan is scheduled to mature on April 1, 2018. ---.....-- , . GVO:bl:AgeDda CDC symphony COMMISSION MUTING AGENDA MUTING DATE: 2I.Z2I.2OO5 ApadaltemNUJDber: ~ ao""n'..'."j Community Development COlDIDitsion Ageada Item San BerJIanImo SyJbpbony Loan Agreement Termination StaII'Report Page-2- Current luue As of December 31,2004, the Symphony's montbly loan payment is current, and the outstllDding balance is $135,542.34. However, in light oftbe fact that the Symphony continues to struggle fiuancilllly, the Mayor has requested that the entire loan principal balance and interest be forgiven. Attached is the Symphony's Profit and Loss Statement for the period of July 1,2004 tbroughJanwuy 20, 200S. The Symphony has net income ofS34,347. However, without donations of$95,475 and grants ofS38,OOO, the Symphony would be in a net loss position. Envlronmentallrnoact None ~ The Agency will forgive the outst8J1di1'l8 principal balance ofSI35,542.34 and anticipated interest through April 1, 2018 of$29,077.91. Recommeadttjonl Based upon the foregoing, the May(,)r recommends adoption of the Resolution for termination of the Loan Agreement between the Agency and the San Bernardino Symphony Association, and forgiveness of all principal and interest on the loan. The Redevelopment Committee recom~ed termination of the Loan Agreement with a vote of two (2) Committee Members forthetermination of the Loan Agreement and forgiveness of all principal and interest, and one (1) Committee Member against. GVO:bl:Agenda CDC symphony COMMISSION MElTING AGENDA MUTING DATE: 2/l2l:ZOOS Apada Item Number: R~L 1lI!W"":";1 .... , '." .,'."',.",,"'" 1 RESOLUTIONNO~lf 2 3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING TERMINATION OF THE LOAN AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE SAN BERNARDINO SYMPHONY 4 5 6 7 WHEREAS, the Community Development Commission ("Commission") on April 19, 8 1999, entered into a Loan Agreement with the San Bernardino Symphony ("Symphony") in an 9 amount not to exceed $175,000, at an interest rate of 9% per annum, with interest only 10 payments due and payable monthly, and with principal payments of $35,000 due and payable annually on May 15th of each year, but in any event all principal was due and payable in full no 11 12 13 later than April 20, 2004; and 14 WHEREAS, the Commission on April 21, 2003, approved Amendment No.1 to the 15 Loan Agreement which reduced the Loan interest rate to 3% per annum, credited $11,475.21 16 towards the reducuon of the principal balance of the Loan, and established an amortization 17 18 schedule for the Loan extending for a fifteen (15) year period of time with monthly payments of 19 $1,028.33, and with the Loan scheduled to mature on April 1, 2018; and 20 WHEREAS, the Symphony has been a foundation of the cultural heritage of the City of 21 San Bernardino for over 75 years and continues to provide a valuable cultural resource to the 22 City of San Bernardino, its residents and the region; and 23 24 WHEREAS, the Symphony through its season ticket sales and marketing efforts 25 promotes the economic revitalization goals of the Agency through the use of Symphony 26 financial resources, and the Symphony through its concert series encourages visitors and 27 concert goers to attend the cultural events held at the California Theater which is owned by the 28 Agency, and the furtherance of such events has a direct beneficial financial impact upon the 1 P:~22~~T_'" ~,' '" 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Agency by reducing the net operating costs to be paid by the Agency for the continued ownership and operation of the California Theater; and WHEREAS, the Agency receives direct benefits through the presence of the Symphony as illustrated in the marketing efforts of the Agency (i) to attract new businesses to the City of San Bernardino, (ii) to encourage relocation of businesses to the City of San Bernardino, and (Hi) to foster expansion and retention of existing City businesses by including within marketing materials of the Agency those cultural amenities available to residents and business owners within the City through a financially viable symphonic orchestra such as the Symphony and its presence within the City of San Bernardino; and WHEREAS, the Symphony has in recent years achieved international acclaim and recognition due to a large extent to the hiring of the current conductor and music director and his visibility and name recognition on the international music scene; and WHEREAS, the Symphony has submitted a request to the Agency that the Commission consider such request as contained herein to forgive the remaining unpaid principal balance of the Loan and any unpaid interest thereon; and WHEREAS, the Community Development Commission ("Commission") as hereinafter provided in this Resolution desires to terminate the Loan Agreement with the Symphony and to forgive all unpaid principal and interest payments on the Loan. NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS: Section 1. The Commission hereby finds and detennines that the Recitals as set forth above are accurate and correct in all respects and further finds and determines that the 2 P:1Apodoo_22S~~T_"" ~1Y'''''.l . 1 interests of the Agency will be enhanced and fostered in its revitalization efforts within the City of San Bernardino if the request of the Symphony as set forth in the Recitals hereto is granted by the Commission. The Commission hereby approves and authorizes the termination of the Loan Agreement between the Redevelopment Agency and the Symphony, and forgives all unpaid principal and interest payments due thereon. This Resolution shall take effect upon the date of its adoption. 2 3 4 5 6 7 Section 2. 8 1/1 9 1/1 10 11 /II 12 1/1 13 /II 14 /II 15 16 /II 17 /II 18 1/1 19 1/1 20 /II 21 22 /II 23 /II 24 /II 25 /II 26 /II 27 28 /II P:\ApadoI__~-22S""""~T_doc 3 ~~ "' ' 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING TERMINATION OF THE LOAN AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE SAN BERNARDINO SYMPHONY 2 3 4 5 I HEREBY CERTIFY that the forgoing Resolution was duly 6 7 Community Development Commission of the City of San Bernardino at a 8 thereof, held on the _day of , 2005, by the following vote, to wit: 9 Commission Members Ayes 10 ESTRADA 11 LONGVILLE 12 MCGINNIS 13 14 DERRY 15 KELLEY 16 JOHNSON 17 MCCAMMACK 18 19 20 Navs Abstain Absent Secretary 21 The foregoing Resolution is hereby approved this _day of ,2005. 22 23 24 Chairperson, Community Development Commission of the City of San Bernardino 25 Approved as to form and legal content: 26 ~~/~~ Agenc ounsel 27 By: 28 4 P:\Aa<ftdaI\Jtesoluliolls\Rnolldiolls\200SlOS-02-22 S~y Loon TerminIlion.doc: ~ ~~T- J. ~. ,~ 3:02 pill ' San Bernardino Symphony 01/20/05 Balance Sheet Accrual BasIs As of January 20, 2005 Jan 20, 05 ASSETS Current Assets Checking/Savings Guthrie Library Checking 2,221.89 Line of Credit Checking 4,792.50 Symphony Checking 22,616.95 Total Checking/Savings 29,631.34 Accounts Receivable Accounts Receivable 4,800.00 Accounts Receivable - Guthrie 1,588.90 Barter Receivable. 4,060.59 Total Accounts Receivable 10,449.49 Other Current Assets Prepaid Expenses - Season Conductor 12,508.34 Advertising 378.97 Music 1,427.25 Printing 9,090.59 Prepaid Expenses - Season - ot... -7,096.22 Total Prepaid Expenses - Season 16,308.93 Undeposited Funds 17,240.00 Total Other Current Assets 33,548.93 Total Current Assets 73,629.76 Fixed Assets Office Equipment 36,410.92 Accum Depreciation -35,869.00 Total Fixed Assets 541.92 other Assets Guthrie Sheet Music Library 370,621.18 Total Other Assets 370,621.18 TOTAL ASSETS 444,792.86 LIABILITIES & EQUITY Liabilities Current liabilities Accounts Payable Accounts Payable 559.36 Total Accounts Payable 559.36 Other Current Liabilities Deferred City Funds 42,000.00 Deferred Grant Income 15,000.00 Deferred Program Ad Revenue 5,656.20 Deferred Single Tickets February 05 1,250.00 April 05 400.00 May 05 225.00 Total Deferred Single Tickets 1,875.00 Page 1 ': 3:02 PM 01120/05 Accrual Basis San Bernardino Symphony Balance Sheet As of January 20, 2005 Deferred Income Season Tickets Total Deferred Income Garnishments Payable In & Out Payroll Taxes Payable Pension Payable Union Dues Payable Total Other Current Liabilities Total Current Liabilities long Term liabilities Line Of Credit EDA loan T otallong Term Liabilities Total liabilities Equity General Fund Balance Net Income Total Equity TOTAL LIABILITIES & EQUITY ~. Jan 20, 05 39,124.00 39,124.00 45.16 365.00 2,397.71 427.81 171.42 107,062.30 107,621.66 29,772.28 125,704.43 155,476.71 263,098.37 147,347.22 34,347.27 181,694.49 444,792.86 Page 2 --"'y" " ", ,,~. - m " 3. " San Bernardino Symphony 01/20/05 Profit & loss July 1,2004 through January 20,2005 Ju11, '04 - Jan 20, ... % of Income Ordinary Income/Expense Income Allocated Program Ads 3,nO.80 1.4% Allocated Season Tickets 25,916.00 9.6% Contract Concerts 80,440.00 29.7% Credit Card Processing Fee 899.n 0.3% Donations 95,475.82 35.3% Grants 38,000.00 14.0% Guthrie library Music Ren... 7,404.96 2.7% Miscellaneous Income 627.93 0.2% Single Tickets 18,196.00 6.7% Total Income 270,731.28 100.0% Cost of Goods Sold Advertising 1,157.48 0.4% Annunity (local 614) 83.91 0.0% ArtIst 4,500.00 1.7% Brochures/Season 3,550.34 1.3% Concert Pictures 135.00 0.0% Conductor 32,700.00 12.1% Contracted Service 600.69 0.2% Event Supplies. 1,382.66 0.5% Guthrie all Bills 5,524.82 2.0% Hotel 990.96 0.4% Loaders 136.75 0.1% Miscellaneous 3,290.87 1.2% Music Purchase/Rental 1,523.00 0.6% Orchestra 82,831.10 30.6% Parking 6.00 0.0% Paychex Fee 825.80 0.3% Payroll Taxes 11,319.51 4.2% Pension Expense 5,573.35 2.1% Piano MovelTune 658.50 0.2% Program Book/Flyers 6,3n. 71 2.4% Theatre Rent 5,370.00 2.0% Stage Hands 3,926.72 1.5% Stage Manager 624.05 0.2% Supplies 580.88 0.2% Truck 360.60 0.1% Total COGS 174,030.70 64.3% Gross Profit 96,700.58 35.7% Expense Other Supplies 1,200.00 0.4% Alarm. 50.00 0.0% Bank Charges 2,703.36 1.0% Alarm 100.00 0.0% Presentations 473.59 0.2% Auditions 210.00 0.1% Board Dinners 100.00 0.0% Credit Card Fees 1,933.83 0.7% Electric 475.53 0.2% General Printing 609.82 0.2% Insurance 6,117.83 2.3% licenses/Fees 4,408.92 1.6% Unaudited-internally generated for management purposes only Page 1 ""~"~C'~""' "'">"N'~~-"- '. Lf. 01/20/05 San Bernardino Symphony Profit & Loss July 1, 2004 through January 20, 2005 Ju11, '04 - Jan 20, ... % of Income Miscellaneous Expense 679.63 0.3% Office Supplies 3,614.97 1.3% Offlce Salaries 22,326.81 8.2% Payroll Taxes - Office 1,531.76 0.6% PayChex 440.25 0.2% Postage & Delivery 1,050.40 0.4% Repair & Maintenance 2,189.44 0.8% Telephone 3,223.37 1.2% Web Site 1,682.95 0.6% Rent/Office 3,173.70 1.2% Total Expense 58,296.16 21.5% Net Ordinary Income 38,404.42 14.2% Other Income/Expense Other Expense Penalties 4,057.15 1.5% Total Other Expense 4,057.15 1.5% Net Other Income -4,057.15 -1.5% Net Income 34,347.27 12.7% Unaudited-internally generated for management purposes only Page 2 " 3:02 PM 01120/05 Accru81 Basis ., ~~, -~. ,. ~. San Bernardino Symphony Schedule of October 30, 2004 Income/Expenses July 1, 2004 through January 20, 2005 Jul1, '04 - Jan 20, ... % of Income Ordinary Income/Expense Income Allocated Program Ads 1,885.40 . 4.0% Allocated Season Tick... 12,958.00 27.4% Grants 24,000.00 50.8% Single Tickets 8,363.00 17.7% Total Income 47,206.40 100.0% Cost of Goods Sold Advert/sing 368.74 0.8% Annuni~(LocaI614) 56.54 0.1% Brochures/Season 1,775.16 3.8% Concert Pictures 45.00 0.1% Conductor 13,000.00 27.5% Guthrie all Bills 67.53 0.1% Hotel 247.74 0.5% Loaders 136.75 0.3% Music Purchase/Rental 359.20 0.8% Orchestra 17,378.11 36.8% Paychex Fee 141.20 0.3% Payroll Taxes 1,991.24 4.2% Pension Expense 1,618.07 3.4% Piano MovelTune 479.50 1.0% Program Book/Flyers 2,660.88 5.6% Theatre Rent 2,685.00 5.7% Stage Hands 1,592.02 3.4% Stage Manager 226.88 0.5% Supplies 392.21 0.8% Total COGS 45,221. n 95.8% Gross Profit 1,984.63 4.2% Net Ordinary Income 1,984.63 4.2% Net Income 1,984.63 4.2% Unaudited-intemally generated for management purposes only Page 1 ". 4. 3:02 PM San Bernardino Symphony 01/20/05 Schedule of December 19, 2004lncome1Expenses Accrual Basis July 1, 2004 through January 20, 2005 Jul1, '04 - Jan 20, ... % of Income Ordinary Income/Expense Income Allocated Program Ads 1,885.40 4.9% Allocated Season Tick... 12,958.00 33.5% Grants 14,000.00 36.2% Single Tickets 9,833.00 25.4% Total Income 38,676.40 100.0% Cost of Goods Sold Advertising 788.74 2.0% Annunity (Local 614) 27.31 0.1% ArtIst 4,500.00 11.6% Brochures/Season 1,n5.18 4.6% Concert Pictures 90.00 0.2% Conductor 13,000.00 33.6% Hotel 495.48 1.3% Miscellaneous 135.00 0.3% Music PurchaselRental 1,163.80 3.0% Orchestra 15,325.23 39.6% Parking 6.00 0.0% Paychex Fee 233.40 0.6% Payroll Taxes 1,938.81 5.0% Pension Expense 1,347.87 3.5% Piano Move/Tune 179.00 0.5% Program Book/Flyers 3,716.83 9.6% Theatre Rent 2,685.00 6.9% Stage Hands 1,968.86 5.1% Stage Manager 247.17 0.6% Truck 360.60 0.9% Total COGS 49,984.34 129.2% Gross Profit -11,307.94 -29.2% Expense Postage & Delivery 14.40 0.0% Total Expense 14.40 0.0% Net Ordinary Income -11,322.34 -29.3% Net Income -11,322.34 -29.3% Unaudited-internally generated for management purposes only Page 1 ,"",-,,," . 01/20/05 San Bernardino Symphony Schedule of Contract Concerts Income/Expense July 1, 2004 through January 20, 2005 -1 ..' Jul1, '04 - Jan 20, ... % of Income Ordinary Income/Expen... Income Contract Concerts Total Income Cost of Goods Sold Conductor Contracted Serv... Hotel Orchestra Paychex Fee Payroll Taxes Pension Expense Stage Hands Stage Manager Total COGS 80,440.00 100.0% 80,440.00 100.0% 6,700.00 8.3% 600.69 0.7% 247.74 0.3% 50,127.76 62.3% 451.20 0.6% 7,113.82 8.8% 2,607.41 3.2% 365.84 0.5% 150.00 0.2% 68,364.46 85.0% 12,075.54 15.0% 12,075.54 15.0% Gross Profit Net Ordinary Income Other Income/Expense Other Expense Penalties Total Other Expense Net Other Income 10.62 10.62 -10.62 12,064.92 0.0% 0.0% -0.0% Net Income 15.0% Unaudited-internally generated for management purposes only Page 1 - "" , " ''" ,',.- --,..- ~".",,,~, "",~,~,,~.,,~. 3:02 PM 01120/05 Accrual Basis San Bernardino Symphony Schedule of New Year's Gala Income/Expenses July 1, 2004 through January 20, 2005 Jul1, '04 - Jan 20, ... % of Income Ordinary Income/Expense Income Credit Card Processing ... 0.00 0.0% Donations 11,225.00 100.0% Total Income 11 ,225.00 100.0% Cost of Goods Sold Event Supplies. 33.94 0.3% Total COGS 33.94 0.3% Gross Profit 11,191.06 99.7% Net Ordinary Income 11,191.06 99.7% Net Income 11,191.06 99.7% Unaudited-internally generated for management purposes only ',"''''','''":''''''"".,"""-",,,,,. y. Page 1 ~ ' 3:02 PM 01/20/05 Accrual Basis . '" -','P _".. ,., San Bernardino Symphony Schedule of Fundsdrive Income/Expenses July 1, 2004 through January 20, 2005 Ju11, '04 - Jan 20, ... % of Income Ordinary Income/Expense Income Credit Card Processing ..: 50.00 0.1% Donations Fundsdrive 43,459.39 98.8% Board Dues 500.00 1.1% Total Donations 43,959.39 99.9% Total Income 44,009.39 100.0% Cost of Goods Sold Supplies 188.67 0.4% Total COGS 188.67 0.4% Gross Profit 43,820.72 99.6% Net Ordinary Income 43,820.72 99.6% Net Income 43,820:~2 99.6% Unaudited-intemally generated for management purposes only .,.-,~,".,~~",<"""",~ -. IT! 1. Page 1 '" q"~",",r""'<"~'",'" . ., ..w<> ' ""~'<""O ".<"" '"''''<",~,r'<~<''''.,7''''''';''''' "'~'< >"",C~C'-, 3:02 PM 01/20/05 Acc:Iu81 Basis San Bernardino Symphony Schedule of Special Events Income/Expenses July 1, 2004 through January 20, 2005 10. Jul1, '04 - Jan 20, ... % of Income Ordinary Income/Expen... Income Donations Special Events 28,466.43 100.0% Total Donations 28,466.43 100.0% Total Income 28,466.43 100.0% Cost of Goods Sold Event Supplies. 1,348.72 4.7% Total COGS 1,348.72 4.7% Gross Profit 27,117.71 95.3% Net Ordinary Income 27,117.71 95.3% Net Income 27,117.71 95.3% Unaudited-internally generated for management purposes only Page 1 II. 01/20/05 San Bernardino Symphony Schedule of Guthrie IncomelExpense July 1, 2004 through January 20, 2005 Ordinary IncomelExpense Income Credit Card Processing Fee Guthrie Library Music Ren... Total Income Cost of Goods Sold Guthrie all Bills Bonus Guthrie Payroll service Printing Cost Phone Music Purchase/Rentals RentlUtillties Payroll Bank Charges FED-EX Total Guthrie all Bills Miscellaneous Payroll Taxes Total COGS Gross Profrt Net Ordinary Income Net Income Unaudited-internally generated for management purposes only Jul1, '04 - Jan 20, ... % of Income 7.50 7,404.96 7,412.46 0.1% 99.9% 100.0% 228.40 3.1% 255.70 3.4% 53.88 0.7% 1,069.02 14.4% 328.67 4.4% 633.91 8.6% 2,379.83 32.1% 117.88 1.6% 390.00 5.3% 5,457.29 73.6% 418.37 5.6% 275.64 3.7% 6,151.30 83.0% 1,261.16 17.0% 1,261.16 17.0% 1,261.16 17.0% Page 1 'F~'""",C,"'=~'" .. 01/20/05 San Bernardino Symphony Schedule of Administrative IncomelExpense July 1, 2004 through January 20, 2005 Ordinary Income/Expense Income Credit card Processing ... Donations Miscellaneous Income T otallncome Cost of Goods Sold Miscellaneous Total COGS Gross Profit Expense Other Supplies Alarm. Bank Charges Alarm Presentations Auditions Board Dinners Credit Card Fees Electric General Printing Insurance Licenses/Fees Miscellaneous Expense Office Supplies Office Salaries Payroll Taxes - Office PayChex Postage & Delivery Repair & Maintenance Telephone Web Site Rent/Office Total Expense Net Ordinary Income Other Income/Expense Other Expense Penalties Total Other Expense Net Other Income Net Income Ju11, '04 - Jan 20, ... 842.27 11,825.00 627.93 13,295.20 2,737.50 2,737.50 10,557.70 1,200.00 50.00 2,703.36 100.00 473.59 210.00 100.00 1,933.83 475.53 609.82 6,117.83 4,408.92 679.63 3,614.97 22,326.81 1,531.76 440.25 1,036.00 2,189.44 3,223.37 1,682.95 3,173.70 58,281.76 -47,724.06 4,046.53 4,046.53 -4,046.53 -51,770.59 Unaudited-internally generated for management purposes only I :l... % of Income 6.3% 88.9% 4.7% 100.0% 20.6% 20.6% 79.4% 9.0% 0.4% 20.3% 0.8% 3.6% 1.6% 0.8% 14.5% 3.6% 4.6% 46.0% 33.2% 5.1% 27.2% 167.9% 11.5% 3.3% 7.8% 16.5% 24.2% 12.7% 23.9% 438.4% -359.0% 30.4% 30.4% -30.4% -389.4% Page 1