HomeMy WebLinkAbout2001-321
. .
'.'
1
2
3
4
5
6
7
8
RESOLUTION NO. 2001-321
A RESOLUTION OF THE MAYOR AND COMMON COUNCIL
OF THE CITY OF SAN BERNARDINO APPROVING THAT
CERTAIN 2001 LOAN AGREEMENT BY AND AMONG THE
CITY OF SAN BERNARDINO, THE SAN BERNARDINO
VALLEY MUNICIPAL WATER DISTRICT, AND THE SAN
BERNARDINO REGIONAL WATER RESOURCES
AUTHORITY, ON THE TERMS SET FORTH IN SUCH
AGREEMENT
9 WHEREAS, the San Bernardino Regional Water Resources Authority (the
10 "Authority") was organized pursuant to a Joint Powers Agreement dated August 26, 1998, by
11 and among the City of San Bernardino (the "City"), the Inland Valley Development Agency (the
12 "Agency") and the San Bernardino Valley Municipal Water District (the "District") (collectively,
13 the "Members") for the purpose of determining the most beneficial method of alleviating high
14 ground water problems existing in the City, including areas within the territorial boundaries of
15 the District and the Agency; and
16
17
WHEREAS, to accomplish its goals and objectives, the Authority plans to conduct
18 a water resource and storage project known as the San Bernardino Vision 2020 Project (the
19 "Project"); and
20
21
WHEREAS, the Authority retained Ehrenkrantz, Eckstut & Kuhn Architects PC, a
California corporation (the "Consultant"), to assist the Authority with development and
22 implementation of an Economic Development Plan, including preparation of a Specific Plan and
23 an Environmental Impact Report (the "ElR"), in furtherance of the Project and seeks funding
24 from the City and the District to implement the preparation of Economic Development Plan
25
26
27
through the Specific Plan element; and
28 82001:29800.]
1-
. .'
2001-321
1
2 WHEREAS, the District previously advanced $118,000 to the Authority under a
3 separate loan agreement between the District and the Authority, dated as of June 18, 1999 (the
4 "Initial Loan Agreement") in connection with a limited scope of preparatory work authorized by
5 the Authority and conducted by the Consultant in preparation for the performance of the scope of
6 services for the Specific Plan preparation for which the City shall reimburse one-half of such
7 amount to the District, under the loan agreement; and
8
9 WHEREAS, the District, the City and the Authority intend that federal or state
10 grants may be available at some date in the future to reimburse the parties for the expenses
11 incurred and paid to the Consultant in connection with the preparation of the Economic
12 Development Plan and that such federal or state grant funds may also be available to pay
13 additional expenses to be incurred for the completion of the Economic Development Plan, from
14 and after the date of any receipt of such federal or state grant funding; and
15
16
17
18 WHEREAS, the City desires to lend funds to the Authority to allow the Authority
19 to pay the invoices of the Consultant in assisting the Authority with the development of the
20 Economic Development Plan, in furtherance of the Project, on the terms set forth in the loan
agreement; and
WHEREAS, the District has approved the loan agreement; and
21
22
23
24
25
26
27
WHEREAS, Authority legal counsel has prepared a proposed 2001 Loan Agreement by
and between the City, the District and the Authority, attached hereto as Exhibit "A" (the
"Agreement"); and
2
28 B200L29800.!
2001-321
1
2 WHEREAS, it is appropriate for the Mayor and Common Council to take action with
3 respect to the Agreement, as set forth in this Resolution.
4
5 NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF
6 SAN BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
7
8 Section 1. On October 15, 200 I, the Mayor and Common Council considered the
9 Agreement at a regular, open, public meeting of the Mayor and Common Council. The minutes
10 of the City Clerk for the October IS, 2001, regular meeting of the Mayor and Common Council
11 shall include a record of all documents and communication submitted to the Mayor and Common
12 Council by interested persons relating to the consideration of the Agreement.
13
14 Section 2. A copy of the Agreement in the form submitted at the October 15, 2001,
15 meeting is attached as Exhibit "A" and incorporated herein by reference.
16
17
18 feasibility and planning studies that will be conducted as a result of the City loaning funds to the
19 Authority, under the Agreement, will consider environmental factors and are related to future
20 actions that the City has not approved, adopted or funded. Approval of the Agreement is
21 statutorily exempt from the provisions of the California Environmental Quality Act ("CEQA"),
22 as amended, under Title 14 California Code of Regulations Section 15262 and no environmental
review is required in association with approval of the Agreement.
Section 3.
The Mayor and Common Council hereby find and determine that the
23
24
25
26
27
28 62001:29800.1
Section 4. The Mayor and Common Council hereby approve the Agreement, as
submitted at the October 15, 2001, meeting. The Mayor is hereby authorized and directed to
3
2001-321
1
2 execute the Agreement on behalf of the City, together with such technical and conforming
3 changes as may be approved by the City Attorney.
4
5
Section 5.
The Mayor is hereby authorized and directed to take all actions set forth in
6 the Agreement on behalf of the City.
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27 4
28 B2001 :29800.1
I
2001-321
1
A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
2 BERNARDINO APPROVING THAT CERTAIN 2001 LOAN AGREEMENT BY AND
AMONG THE CITY OF SAN BERNARDINO, THE SAN BERNARDINO V ALLEY
3 MUNICIPAL WATER DISTRICT, AND THE SAN BERNARDINO REGIONAL
WATER RESOURCES AUTHORITY, ON THE TERMS SET FORTH IN SUCH
4 AGREEMENT
5
6
7
8
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
Common Council of the City of San Bernardino at ajoint regularmeeting thereof, held on the
15th day of October, 2001, by the following vote, to wit:
9 Common Council AYES
ESTRADA X
10 LIEN X
MCGINNIS X
11 SCHNETZ X
SUAREZ X
12 ANDERSON X
McCAMMACK X
13
NAYS
ABSTAIN ABSENT
14
15
16
17
18
~h,~
19 Approved as to form
and legal content:
20
The foregoing Resolution is hereby approved this jg1/T day of Octob<;:t2001.
1}-// L.~
\ .,!:A..... t....
Judit!iPiI-Hes, Mayor
of t~e/City of San Bernardino
I /
(j
21 By: C-;t~ ~.. t~1/vV1A~~
/ 'James F. enman '
iCity Attorney
( ,
22
23
24
25
26
27
28 82001:29800.1
5
/r [,.
. ,_J\..
2001-321
EXHIBIT "A"
SAN BERNARDINO REGIONAL WATER RESOURCES AUTHORITY
2001 LOAN AGREEMENT
(City of San Bernardino and the San Bernardino Valley Municipal Water District)
THIS LOAN AGREEMENT (this "Agreement") is dated as of October 1,2001. and
is entered into by and among the City of San Bernardino, a California charter city (the "City"), the
San Bernardino Valley Municipal Water District, a public water district organized under the laws
of the State of California (the "District"). and the San Bernardino Regional Water Resources
Authority, ajoint powers authority, pursuant to California Government Code Sections 6500, et seq.
(the "Authority").
WHEREAS, the Authority was organized pursuant to a Joint Powers Agreement
dated August 26,1998 (the "Joint Powers Agreement") by and among the City, the Inland Valley
Development Agency (the "Agency") and the District (collectively, the "Members") for the purpose
of determining the most beneficial method of alleviating high ground water problems existing in the
City, including areas within the territorial boundaries of the District and the Agency; and
WHEREAS, to accomplish its goals and objectives, the Authority plans to conduct
a water resource and storage project known as the San Bernardino Vision 2020 Project (the
"Project"); and
WHEREAS, the Authority retained Ehrenkrantz, Eckstut & Kuhn Architects PC, a
California corporation (the "Consultant"), to assist the Authority with development and
implementation of an Economic Development Plan, including preparation of a Specific Plan and an
Environmental Impact Report (the "EIR"), in furtherance of the Project and seeks funding from the
City and the District to implement the preparation of the Specific Plan element and, eventually, the
preparation and distribution for review of the EIR; and
WHEREAS, the District previously advanced $118,000 to the Authority under a
separate loan agreement between the District and the Authority, dated as of June 18, 1999 (the
"Initial Loan Agreement") in connection with a limited scope of preparatory work authorized by the
Authority and conducted by the Consultant in preparation for the performance of the scope of
services for the Specific Plan preparation for which the City shall reimburse one-half of such amount
to the District, as provided in this Agreement; and
WHEREAS, the District, the City and the Authority intend that federal or state grants
may be available at some date in the future to reimburse the parties for the expenses incurred and
paid to the Consultant in connection with the preparation of the Economic Development Plan and
that such federal or state grant funds may also be available to pay additional expenses to be incurred
582001:27840.2
i
L
2001-321
for the completion of the Economic Development Plan, from and after the date of any receipt of such
federal or state grant funding; and
WHEREAS, the City and the District desire to lend funds to the Authority to allow
the Authority to pay the invoices of the Consultant in assisting the Authority with the development
and implementation of the Economic Development Plan. in furtherance of the Project, and the
Authority seeks to borrow funds from the City and the District to accomplish such purposes in
accordance with the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree, as follows:
I. City/District Loan. The City and the District shall each loan to the Authority
an amount not to exceed Six Hundred Thousand Dollars ($600,000), which in the aggregate shall
not exceed One Million Two Hundred Thousand Dollars ($1,200,000) (the "City/District Loan"),
including the amounts described in Section 3 of this Agreement. The City and the District shall each
provide their respective portions of the funds necessary to fund the full amount of the City/District
Loan by the dates required in this Agreement. The CitylDistrict Loan shall be evidenced by two (2)
separate promissory notes executed by the Authority in favor of each the City and the District,
respectively, for one-half of the total principal amount of the City/District Loan, substantially in the
form attached hereto as Exhibit "A" and incorporated herein by this reference (the "Notes"). No
interest, origination points or loan fees shall be charged to the Authority under or regarding the
Notes. Principal disbursements shall be noted on the Notes, as each disbursement is made by the
City or the District, respectively.
2. Use of CitylDistrict Loan. The Authority shall use the CitylDistrict Loan
proceeds solely for the purposes of paying the fees and authorized expenses of the Consultant, for
services rendered pursuant to that certain Agreement for Professional Services by and between the
Authority and the Consultant approved by the Authority on August 14, 200 l, for the preparation and
review of the Economic Development Plan and for such other expenses reasonably incurred by the
Authority related to the Project, to be executed upon approval and execution of this Agreement by
all of the parties hereto. The Authority agrees that the proceeds of the CitylDistrict Loan shall not
be used for any other purposes.
3. Transfer of Prior Loan Disbursements. Upon the date of final approval of
this Agreement by all parties hereto, an amount equal to $118,000 shall be transferred from the
principal balance owed by the Authority under the Initial Loan Agreement to the original principal
balance under this Agreement in equal amounts of $59,000 each to the respective Notes of the City
and the District. The principal balance then owed by the Authority to the District under the Initial
Loan Agreement shall thereby be reduced by an amount equal to $118,000. Within ten (10) calendar
days after the execution of this Agreement by all of the parties hereto, the City shall remit to the
District a check in the amount of$59,000.
4. Intent to Obtain Grant Funding. The parties to this Agreement intend that
one or more federal and/or State of California grants will be available to the parties for the purposes,
882001: 27840.2
2
2001-321
among others, of reimbursing the parties for costs advanced in furtherance of the Project, to
reimburse the City and the District for disbursements made by the City and District to the Authority,
and for such other costs and expenditures incurred by any party in furtherance of the Proj ect. The
parties intend that one or more of such federal or state grants shall be used to repay the indebtedness
evidenced by this Agreement and the respective Notes ofthe City and the District and to, thereafter,
pay the ongoing fees and expenses of the Consultant for the remaining scope of services to be
performed pursuant to the Agreement for Professional Services by and between the Authority and
the Consultant, without the requirement for any further advances being made by the City or the
District. Any federal or state grants received by either the City or the District shall be used and
applied in accordance with the specific terms and conditions of the award of such grants, without
any requirement under this Agreement that such grant funds be used in any manner other than as
required by the governmental agency or department awarding such grant funds.
5. Disbursement of City/District Loan. The Authority may draw upon the
City/District Loan from time to time, upon recommendation of the Management Committee of the
Authority to the President of the Authority that payment be formally requested by the President in
a written "Request for Loan Proceeds" signed by the President or another officer of the Authority
duly authorized by the Authority for such purpose or any other designee of the President and
delivered to both the District and the City Administrator ("Request for Loan Proceeds"). As soon
as practical, but no later than November 30, 2001, the Authority shall authorize the establishment
of appropriate bank accounts for the deposit and retention of funds received by the Authority under
this Agreement and for making payments to the Consultant from such funds. Thereafter, within
twenty (20) days of delivery of a Request for Loan Proceeds from the Authority, the City and the
District shall each transmit one-half of the total amount requested to the Authority. If the Consultant
submits an invoice for payment, prior to the Authority establishing appropriate bank accounts, the
District shall pay the Consultant by the times required in the Agreement for Professional Services
between the Authority and the Consultant and the City shall make diligent efforts to transmit its
check for one-half of the approved Request for Loan Proceeds amount to the District, prior to the
date that the District is required to remit payment to the Consultant. The Authority shall not submit
more than two (2) Requests for Loan Proceeds in anyone calendar month.
6. Limitations on Authorized Proceedings. The parties to this Agreement
recognize and agree that the initial direction to the Consultant to proceed pursuant to the Agreement
for Professional Services between the Authority and the Consultant shall be limited solely to the
preparation of the Economic Development Plan, exclusive of preparation of the EIR, unless the City
and the District by appropriate actions of their governing bodies (i) authorize the Authority to direct
the Consultant to proceed with the preparation of the EIR, and (ii) approve additional joint funding
or such other arrangements for the funding of the additional Consultant fees for preparation of the
EIR that are acceptable to both the City and the District, at their independent sole discretion. The
Authority agrees not to allow, direct or permit the Consultant to proceed with any scope of work,
regardless of payment source, in furtherance of the preparation of the EIR, unless and until the
conditions contained in this paragraph are satisfied. If the Authority is dissolved by the joint actions
of all parties comprising the Authority, this Section shall, thereafter, have no further force or effect
and nothing contained herein shall be binding upon either the City or the District to proceed with
any portion or phase of the Project.
8B2001:27840.2
3
2001-321
7. Repayment ofCitylDistrict Loan: Parity with Initial Loan Agreement.
7.1. Interest. The City/District Loan shall not accrue interest.
7.2. Maturity Date. The Authority shall repay the unpaid principal
balance on the City/District Loan when and to the extent financially feasible from available revenues
and other funding sources of the Authority, including but not limited to legally available federal or
state funds and grants, and in no event later than September 30, 2005 (the "Maturity Date").
7.3. Paritv Loan. The District and the Authority agree that this
Agreement shall be in parity with the Initial Loan Agreement and any funds that are legally available
to the Authority for the repayment of the principal amounts owed pursuant to either the Initial Loan
Agreement or this Agreement shall be applied in equal amounts to the City and the District in
proportion to the principal balances then owed by the Authority to the City and District. The
Authority shall not give any preference to payments intended to be made as to either loan agreement
over the other loan agreement so that payments will be made proportionately from all available
funds received by the Authority for the repayment of both the Initial Loan Agreement and this
Agreement.
8. Security for Notes. The City/District Loan is not secured by the pledge or
assignment of, or the granting of any security interest in the assets, funds, revenues or properties of
the Authority. The obligations of the Authority under this Agreement and under the Notes are not
guaranteed by, nor payable, either directly or indirectly, by, nor are they the obligations of, the City,
the Agency or the District, but are solely the obligations of the Authority itself, as a separate and
independent public entity.
9. Representations of Authority.
(a) The Authority is duly organized under the laws of the State of
California and has the power to enter into this Agreement and incur the obligations evidenced by
the Notes.
(b) Execution of this Agreement and the Notes is duly authorized by
the governing body of the Authority and does not require the approval of the legislative body of any
of the individual Members.
(c) No further governmental or regulatory approvals are required for
the approval, execution and delivery by the Authority of this Agreement and the Notes that have not
previously been obtained by the Authority.
(d) This Agreement and the Notes are duly executed and delivered by
the Authority and constitute valid and binding obligations of the Authority payable from the
SB20Ql:27840.2
4
2001-321
revenues, funds and assets of the Authority, as such funds become available in accordance with
Section 7.2, and the Notes.
(e) The representations of the Authority set forth in this Agreement are
true and correct in all material respects on and as of the dates when the Authority receives an
advance as provided in Section 5 above, with the same force and effect as though such
representations and warranties were made on and as of such date.
(f) On and as of the date when the Authority receives each advance, the
Authority shall not be in default under any other indebtedness of the Authority, and the execution,
delivery or perfonnance by the Authority of this Agreement and the Notes shall, to the best of the
Authority's knowledge. not contravene any provision of law, rule or regulation of any governmental
authority and shall, to the best of the Authority's knowledge, not conflict or be inconsistent with or
result in any breach of the tenns, covenants or provisions of, or constitute a default under, or result
in the creation or imposition of a lien pursuant to the tenns of any loan agreement, credit agreement
or other agreement, contract or instrument to which the Authority is a party or by which it is bound
or may be subject.
10. Events of Default.
(a) By City or District. Failure or refusal of the City or the District to
fund the CitylDistrict Loan, as required in Section I, shall constitute a default by the City and the
District.
(b) By Authority. Each of the following shall constitute a default by
the Authority:
(i) failure to pay in full the outstanding principal balance of the
Notes in accordance with Section 7.2;
(ii) failure to perfonn or a delay in perfonning any tenn or
provision of this Agreement and such failure or delay is not corrected within thirty (30) days of
notice thereof from the City or the District to the Authority.
11. Remedies. Upon default by the City or the District: (i) the Authority shall
be released from any further obligations under this Agreement and the Notes; provided, however,
that the Authority shall not be released from its obligation to repay any and all advances made under
this Agreement and (ii) the Authority may seek appropriate legal or equitable relief. Upon a default
by the Authority, the City or the District may institute any proceeding at law or in equity to enforce
the obligations of the Authority under the Notes or this Agreement. In any action arising under this
Agreement among the parties hereto, the prevailing party or parties shall be entitled to
reimbursement from the other party or parties of all costs and expenses, including reasonable
attorney's fees, in bringing such action. Additionally, the City and the District shall be entitled to
any costs, including reasonable attorney's fees incurred in collecting amounts due the City or the
District, respectively, under this Agreement or the Notes. For the purposes of this section 11, the
SB2QOl:27840.2
5
J
2001-321
salaries and expenses of the City Attorney of the City of San Bernardino and the attorneys employed
in his office, allocated on an hourly basis for time spent in enforcing this Agreement on behalf of
the City, shall be considered "reasonable attorney's fees."
12. No Assignment. Neither the City nor the District shall assign the Notes or
any right to receive payments under the Notes to any other party, without the prior written consent
of the Authority. Neither the City, the District, nor the Authority shall assign any of their rights or
obligations under this Agreement.
13. Term. This Agreement shall terminate upon payment in full by the Authority
of all amounts due under the Notes.
14. Notices. Notices shall be presented in person or by certified or registered
United States mail, return receipt requested, postage prepaid, or by overnight delivery made by a
nationally recognized delivery service to the addresses noted below. Notice presented by United
States mail shall be deemed effective the second business day after deposit with the United States
Postal Service. This section shall not prevent giving notice by personal service or telephonically
verified fax transmission, which shall be deemed effective upon actual receipt of such personal
service or telephonic verification. Either party may change their address for receipt of written
notice by so notifying the other party in writing.
TO CITY:
City of San Bernardino
c/o City Administrator
300 North "D" Street, Sixth Floor
San Bernardino, California 92418
Phone: (909) 384-5122
Fax: (909) 384-5138
TO DISTRICT:
San Bernardino Valley Municipal
Water District
P.O. Box 5906
San Bernardino, California 92412
Attention: Randy Van Gelder
Phone: (909) 387-9218
Fax: (909) 387-9247
TO AUTHORITY:
San Bernardino Regional Water
Resources Authority
clo Tim Cook, Assistant to the MayoriSpecial Projects
Office of the Mayor of the City of San Bernardino
300 North "D" Street, Sixth Floor
San Bernardino, California 92418
Phone: (909) 384-5133
Fax: (909) 384-5067
SB2001:27840.2
6
2001-321
with a copy to:
Lewis, D'Amato, Brisbois & Bisgaard, LLP
650 East Hospitality Lane, Suite 600
San Bernardino. California 92408
Attention: Timothy J. Sabo, Esq.
Phone: (909) 387-1130
Fax: (909) 387-1138
15. Governing Law. This Agreement shall be governed by the laws of the State
of California.
16. Entire Agreement. This Agreement, the Notes and any exhibits attached
hereto and thereto (collectively. the "Loan Documents") constitute the entire agreement between the
parties and may not be amended without the prior written consent of each of the parties hereto. The
Loan Documents supersede all prior negotiation, discussions and previous agreements between the
parties concerning the subject matter therein. The parties intend the Loan Documents to be the final
expression of their agreement with respect to the subjects therein and a complete and exclusive
statement of such agreement. No modification, amendment or waiver of any term of the Loan
Documents shall be binding unless executed in writing by the parties hereto.
17. Severability. Each and every section of this Agreement shall be construed
as a separate and independent covenant and agreement. If any term or provision of this Agreement
or the application thereof shall be declared invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to circumstances, other than those to which
it is invalid or unenforceable, shall not be affected thereby and each term and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
18.
each of which will
instrument.
Counterparts. This Agreement may be executed in one or more counterparts,
constitute an original and all of which together shall constitute a single
882001:27840.2
7
SAN. BERNARDINO REGIONAL WATER RESOURCES AUTHORITY
2001 LOAN AGREEMENT
(City of San Bernardino and the San Bernardino Valley Municipal Water
District)
IN WITNESS WHEREOF, each of the parties hereto have executed this Agreement
as of the date first written above.
CITY
City of SaR Bernardino
By: '(J.: (. i L--
Judith Valles
Mayor
ATTEST:
)
By: ..A ~LLJ. /~1. (~~
Gity Clerk
'"
APPROVED AS TO FORM
AND LEGAL CONTENT:
1
B. l.", -::'. (/Iv/,-
y. ~/,--1-.-~._.~.r 1 _., :6--....
/ City Attorney
DISTRICT
San Bernardino Valley Municipal
Water District
By:
C. Patrick Milligan
President
ATTEST:
By:
Secretary
SB2001:27840.2
8
.SAN BERNARDINO REGIONAL WATER RESOURCES AUTHORITY
200"1 LOAN AGREEMENT
(City of San Bernardino and the San Bernardino Valley Municipal Water
District)
AUTHORITY
San Bernardino Regional Water
Resources Authority
"
By:
~.(r{{{~
Judith Valles
: President
(SEAL)
/
(
ATTEST:
By:
Secretary
APPROVED AS TO FORM:
By:
Authority Counsel
SB2001:2784.0.2
9
.'
2001-321
SAN BERNARDINO REGIONAL WATER RESOURCES AUTHORITY
PROMISSORY NOTE
Maximum Principal Amount
$600,000
Dated:
Initial Rate of Interest: 0%
FOR VALUE RECEIVED, the San Bernardino Regional Water Resources Authority
(the "Authority") hereby promises to pay to (the
"Lender"), at such address as the Lender shall designate, an aggregate principal sum not to exceed
Six Hundred Thousand Dollars ($600,000). This Note is hereby tendered in accordance with that
certain Loan Agreement entered into , 200 I, by and among the Authority, the Lender
and the (the "Loan Agreement").
I. This Note evidences the indebtedness of the Authority to the Lender incurred
in connection with each advance (the "Advance") made by the Lender to the Authority pursuant to
the Loan Agreement. The terms and provisions of the Loan Agreement are hereby incorporated
into this Note by this reference.
2. The principal balance of this Note shall acme no interest.
3. Payments of principal shall be made by the Authority to the Lender from time
to time from available revenues and other funding sources of the Authority, including, but not
limited to, legally available federal and State funds and grants in accordance with the terms of the
Loan Agreement.
4. This Note is solely the debt of the Authority, as a separate and distinct public
entity from its individual Members (as defined herein). This Note is not a debt of the City of San
Bernardino, the Inland Valley Development Agency or the San Bernardino Valley Municipal Water
District (collectively, the "Members"). This Note does not constitute an indebtedness within the
meaning of any constitutional or statutory debt limitation or restriction. Neither the Members nor
the persons executing this Note are liable personally on this Note by reason of its issuance.
5. This Note shall mature as of September 30, 2005, unless prepaid in full
before such date (the "Maturity Date").
6.
without penalty.
The Authority may prepay the principal amount of this Note, at any time,
SB2Q01:27840.2
2001-321
7. This Note is not secured by the pledge or assignment of, or the granting of
any security interest in the assets, funds. revenues or property of the Authority.
8. This Note shall not be assigned by the Lender or the Authority. without the
prior written consent of each party.
9. The execution, delivery and performance of this Note are duly authorized by
all necessary actions of the Authority, do not require the consent or approval of any other person,
regulatory authority or governmental body, and do not conflict with, result in a violation of, or
constitute a default of: (a) any provision of any agreement or other instrument binding upon the
Authority or (b) any law, governmental regulation. court decree or order applicable to the Authority.
10. This Note, when delivered, shall constitute a legal, valid and binding
obligation of the Authority enforceable in accordance with its terms.
II. This Note, the Loan Agreement and any exhibits attached thereto constitute
the entire understanding and agreement of the parties as to the matters set forth herein and therein.
No alteration of or amendment to this Note shall be effective, unless given in writing and signed
by the Lender and the Authority.
12. This Note has been delivered to the Lender and accepted by the Lender in the
State of California. In the event of a lawsuit, the Lender and the Authority agree to submit to the
jurisdiction of the Superior Court of the State of California in San Bernardino County, California.
This Note shall be governed by the laws of the State of California.
13. If a court of competent jurisdiction finds any provision of this Note invalid
or unenforceable as to any person or circumstance, such finding shall not render that provision
invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending
provision shall be deemed to be modified to be within the limits of enforceability or validity;
however, if the offending provision cannot be so modified, it shall be stricken and all other
provisions of this Note in all respects shall remain valid and enforceable.
IN WITNESS WHEREOF, the Authority has caused this Note to be executed as of
this _day of ,2001.
SAN BERNARDINO REGIONAL WATER
RESOURCES AUTHORITY
By:
Judith Valles,
President
882001:27840.2
2