HomeMy WebLinkAbout2000-293
(See Companion Reao. CDC/2000-33)
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RESOLUTION NO. 2000-293
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO APPROVING CERTAIN MODIFICATIONS TO
MAYOR AND COMMON COUNCIL RESOLUTION NO. 2000-249 AND
AUTHORIZING THE EXECUTION BY THE MAYOR OF ECONOMIC
DEVELOPMENT GRANT AGREEMENT NO. B-93-ED-06-0539 AND
CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER SECTION
108 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF
1974, AS AMENDED (303 WEST THIRD STREET PROJECT)
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7 WHEREAS, Mayor and Common Council of the City of San
8 Bernardino (the "City") and the Community Development Commission
9 of the City of San Bernardino (the "Commission") as the governing
10 board of the Redevelopment Agency of the City of San Bernardino
11 (the "Agency") have previously adopted the following resolutions:
12 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
13 SAN BERNARDINO, CALIFORNIA APPROVING THE CONTRACT FOR LOAN
14 GUARANTEE ASSISTANCE UNDER SECTION 108 OF THE HOUSING AND
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COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED, 42 U.S.C.
SECTION 5308 (CDBG SECTION 108 CONTRACT NO. B-94-MC-06-0539)
FOR THE 303 THIRD STREET PROJECT AND AUTHORIZING THE
APPLICATION OF UP TO $344,000 IN ECONOMIC DEVELOPMENT
INITIATIVE GRANT PROCEEDS BY THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO FOR THE 303 THIRD STREET PROJECT
("City Resolution No. 2000-249");
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO APPROVING THE TERMS OF AN OWNER
PARTICIPATION AGREEMENT (303 THIRD STREET PROJECT) BY AND
BETWEEN 303, L.L.C., AND THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO AND APPROVING THE TERMS OF A 2000
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2000-293
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COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM SECTION 108
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PROJECT DEVELOPMENT LOAN AGREEMENT (303 THIRD STREET
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PROJECT) BY AND BETWEEN THE AGENCY AND 303, L.L.C., AND
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AUTHORIZING CERTAIN OTHER ACTIONS RELATING TO THE
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DISBURSEMENT OF THE PROCEEDS OF UP TO $344,000.00 IN EDI
GRANT/LOAN PROCEEDS AND UP TO $1,840,000.000 IN SECTION 108
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LOAN PROCEEDS BY THE AGENCY TO 303, L.L.C. (303 THIRD STREET
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PROJECT) ("Commission Resolution No. 2000-27");
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE
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CITY OF SAN BERNARDINO APPROVING THE CONTRACT FOR LOAN
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GUARANTEE ASSISTANCE UNDER SECTION 108 OF THE HOUSING AND
URBAN DEVELOPMENT ACT OF 1974, AS AMENDED, 42 USC SECTION
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5308 (CDBG SECTION 108 CONTRACT NO. B-94-MC-06-0539) FOR THE
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303 THIRD STREET PROJECT AND AGREEING TO ADMINISTER THE
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APPLICATION OF UP TO $344,000.00 IN ECONOMIC DEVELOPMENT
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INITIATIVE GRANT FUNDS TO 303, L.L.C., IN SUPPORT OF THE 303
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THIRD STREET PROJECT ("Commission Resolution No. 2000-28");
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and
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WHEREAS, on September 14, 2000, the Secretary of the United
21 States Department of Housing and Urban Development ("HUD")
22 deli vered the following instruments to the City in connection
23 with the 303 Third Street Project as previously approved by City
24 Resolution No. 2000-249 and Commission Resolution No. 2000-27 and
25 Commission Resolution No. 2000-28:
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(i) "Contract for Loan Guarantee Assistance Under Section
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108 of the Housing and Community Development Act of
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2000-293
1974, As Amended (42 U.S.C. Section 5308) [HUD Grant
No. B-94-MC-06-5039-A]
(the "HUD Section 108 Loan
Agreement")"; and
(ii) "EDI Grant Agreement [Grant No. B-93-ED-06-0539] (the
"EDI Grant Agreement")"
WHEREAS, in order to authorize the Mayor to execute the HUD
Section 108 Loan Agreement and the EDI Grant Agreement on behalf
of the City in support of the 303 Third Street proj ect, it is
necessary to modify certain provisions of City Resolution No.
2000-249 and to acknowledge conforming changes by the Commission
to Commission Resolution No. 2000-27 and Commission Resolution
No. 2000-28, and to take the following actions as set forth in
this Resolution.
NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO, CALIFORNIA,
DOES HEREBY RESOLVE,
DETERMINE AND ORDER AS FOLLOWS:
Section 1.
The text of City Resolution No. 2000-
249, the text of Commission Resolution No. 2000-27 and the text
of Commission Resolution No. 2000-28 are hereby incorporated by
this reference into this Resolution of the Mayor and Common
Council.
Unless the specific context of usage of a particular
defined term as used in this Resolution may otherwise require,
the meaning of defined terms and phrases as set forth in City
Resolution No. 2000-249 shall apply to this Resolution.
Section 2.
The Common Council hereby acknowledges
receipt from HUD as of September 14, 2000, of the HUD Section 108
Loan Agreement and the EDI Grant Agreement for the 303 Third
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2000-293
1 Street Project. The HUD Section 108 Loan Agreement and the EDI
2 Grant Agreement are on file with the City Clerk and the Agency
3 Secretary.
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Section 3.
The Common Council hereby approves the
5 HUD Section 108 Loan Agreement as received at the meeting at
6 which this Resolution is adopted, and the Mayor and Common
7 Council are hereby authorized and directed to execute the HUD
8 Section 108 Loan Agreement on behalf of the City as the
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"Borrower" under the HUD Section 108 Loan Agreement.
The
10 provisions of Section 3 and Section 4 of the City Resolution No.
11 2000-249 are hereby modified so as to conform to the approval and
12 authorizations set forth in the first sentence of this Section 3.
13 Accordingly, all other related instruments referenced in Section
14 3 and Section 4 of City Resolution No. 2000-249 and Commission
15 Resolution No. 2000-27 shall be executed by the Mayor on behalf
16 of the City as the Borrower under the HUD Section 108 Loan
17 Agreement.
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Section 4.
The Common Council hereby approves the
19 EDI Grant Agreement as received at the meeting at which this
20 Resolution is adopted, and the Mayor and City Clerk are hereby
21 authorized and directed to execute the EDI Grant Agreement on
22 behalf of the City. The provisions of Section 3 and Section 4 of
23 City Resolution No. 2000-249 are hereby modified so as to conform
24 to the approval and authorizations set forth in the first
25 sentence of this Section 4.
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Section 5.
Section 5 of City Resolution No. 2000-
27 249 is hereby modified to conform to the approval of the HUD
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2000-293
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Section 108 Loan Agreement with the City as the Borrower under
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said transaction as set forth in Section 3 of this Resolution.
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Section 6.
Section 6 of City Council Resolution No.
4 2000-249 is hereby modified to conform to the approval of the HUD
5 Section 108 Loan Agreement with the City as the Borrower under
6 said transaction.
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Section 7.
The Common Council hereby authorizes and
8 directs the Mayor and the City Clerk to execute the Agency
9 Section 108 Loan Agreement as the "lender" in the form as
10 originally approved by Section 2(b) of Commission Resolution No.
11 2000-28 by and between 303 L.L.C., a California limited liability
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(the "Owner")
and the Agency.
Accordingly,
the
company
13 provisions of Section 2 (b), and Section 3 through Section 5
14 inclusive of Commission Resolution No. 2000-28 are hereby
15 modified so as to substitute the City in place of the Agency as
16 the lender in the transaction contemplated under the Agency
17 Section 108 Loan Agreement. The Common Council hereby approved
18 technical and conforming changes to the text of the Agency
19 Section 108 Loan Agreement and related documents so as to conform
20 to the City as the lender under said transaction.
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Section 8.
Subject to the adoption of an approving
22 resolution of the Commission as relates to the terms and
23 conditions of the Owner Participation and Economic Development
24 Initiative Loan Agreement (the "OPA") by and between the Owner
25 and the Agency, which shall govern the administration of the
26 proceeds of the EDI Grant in support of the 303 Third Street
27 Project (also referred to as the "303 West Third Street Project"
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2000-293
in the EDI Grant Agreement), the Common Council hereby authorizes
and directs the Executive Director of the Economic Development
Agency to transfer the proceeds of the EDI Grant to First
American Title Insurance Company Escrow No. AD-AM 289 with
appropriate written instructions to the escrow holder (First
American Title Company--Escrow Department) for final disbursement
for the account and credit of the Owner under the OPA at such
time as all of the related conditions for the close of the
pending real estate transfer by and between the State of
California and the Owner and the loan disbursement escrow
established under Section 7.0 of the Section 108 Loan Agreement
have been satisfied. Upon maturity of the EDI Loan, the Agency
shall promptly remit the proceeds of such loan under the OPA to
the City for the credit and account of the City CDBG Program.
Section 9.
The Executive Director of the Economic
Development Agency is hereby authorized and directed to request
that HUD approve a modification to Paragraph 15 (c) of the HUD
Section 108 Loan Agreement in order to accommodate the senior
security interest of a construction lender and later, a permanent
lender in an original principal amount not to exceed $8,500,000,
subject to the terms and conditions as set forth in the text of
Section 14.0 and Section 15.0 of the Agency [now City] Section
108 Loan Agreement.
Section 10.
Except to the extent as modified in this
Resolution all other provisions of City Resolution No. 2000-249
shall remain in full force and effect.
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2000-293
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO APPROVING CERTAIN MODIFICATIONS TO MAYOR AND COMMON
2 COUNCIL RESOLUTION NO. 2000-249 AND AUTHORIZING THE EXECUTION BY
THE MAYOR OF ECONOMIC DEVELOPMENT GRANT AGREEMENT NO. B-93-ED-06-
3 0539 AND CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER SECTION 108
OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED
4 (303 WEST THIRD STREET PROJECT)
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Section 11.
This Resolution shall take effect upon
6 the date of its adoption.
7 I HEREBY CERTIFY that the foregoing Resolution was duly
8 adopted by the Mayor and Common Council of the City of
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San Bernardino at a Joint Regular
meeting thereof, held
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on the 18th
day of September ,2000, by the following vote, to
11 wit:
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Council: AYES NAYS
ESTRADA X
LIEN X
MCGINNIS X
SCHNETZ
SUAREZ X
ANDERSON X
McCAMMACK X
ABSTAIN
ABSENT
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X
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Cit Clerk
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The foregoing resolution is hereby approved this /CfT~
20 day of September, 2000.
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ZL ee!-<..-
h Valles, Mayor
y of San Bernardino
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Approved as to form and legal content:
By: {) .1-.u,-- ~ ~o.Q G....c....... LL.f.
Special 1 al counsel
to the City
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Grant No. B-93-ED-06-0539
EDI GRANT AGREEMENT
U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
This Agreement is made and entered into by and between THE
SECRETARY OF HOUSING AND URBAN DEVELOPMENT, acting by and through
the Assistant Secretary for Community Planning and Development,
("HUD"), and THE CITY OF SAN BERNARDINO. CALIFORNIA (the
"Recipient") .
1. Backqround; Purpose. This Agreement is authorized by
section 108(q) of the Housing and Community Development Act of
1974, as amended by section 232(a) of the Multifamily Housing
Property Disposition Reform Act of 1994, codified at 42 U.S.C.
5308(q) (collectively, "the Act"). Pursuant to the Act, on
August 16, 1994, at 59 FR 42066, HOD published a Notice of
Funding Availability and Program Guidelines for the Economic
Development Initiative (the "NOFA"), which set forth the terms
and conditions under which units of general local government
could apply for and receive grants under section 108(q) of the
Act ("EDI Grants") and related section 108 loan guarantees from
HUD for Economic Development Projects ("EDI Projects"), as
defined in the NOFA. Pursuant to the NOFA, the Recipient has
applied for, and HUD has approved, an EDI Grant for the
Recipient. The purpose of this Agreement is to set forth the
terms and conditions under which HUD will provide EDI Grant funds
to the Recipient in connection with the Approved EDI Projects
described in the Recipient's Approved Application, as further
defined herein. The terms and conditions of the related Section
108 Guarantee (as defined in par. 3 hereof) are, or will be, set
forth in the Recipient's separate section 108 loan guarantee
application, Funding Approval, and Contract for Loan Guarantee
Assistance.
2. Approved Grant Amount. Prolects. and Uses of Funds.
a. By execution of this Agreement on behalf of the Secretary
in the space provided below, HUD agrees, subject to the terms of
this Agreement, to provide EDI Grant funds in the amount of
$344.000.00 ("EDI Grant").
b. This grant is approved for the following Approved EDI
Projects described in the Approved Application ("Approved
Project"): 303 West Third Prolect.
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c. The grant funds shall be used in connection with the
Approved Project for the following specifically Approved Uses
("Approved Uses") under economic development activities pursuant
to 24 CFR Section 570.703(i)(1).
3. Relationship to Section 108 Loan Guarantee Application.
This approved EDI Grant is based upon Section 108 loan
guarantees, or additional guarantees, for the Approved Projects
in an amount not less than $1.840.000.00 (the "Section 108
Guarantee") .
The full application(s), or full amendatory application(s), for
the Section 108 Guarantee in the above amount, have been approved
by HUD (HUD-7082 commitment(s) executed) on or after August 16,
1994, or are being approved concurrently with execution on behalf
of HUD of this Grant Agreement.
EDI Grant funds may be disbursed by the Recipient for Approved
Uses in a ratio not to exceed $1.00 or EDI Grant funds to $5.35
of Section 108 loan proceeds disbursed for approved activities.
4. Requlations; Approved Application. This Agreement will
be governed and controlled by the following in effect as of the
date of notification to the Recipient of award of this grant: the
Act, the NOFA, and HUD regulations codified at 24 CFR Part 570 or
incorporated therein (provisions for use of CDBG funds, to the
extent applicable) (hereafter collectively referred to as the
"Regulations"). The Recipient's application submissions,
including the certifications and assurances and any documentation
required to meet any grant award conditions, and including any
amendments made in accordance with this Agreement, are hereby
incorporated in this Agreement as finally approved by HOD (herein
referred to as the "Approved Application"). Unless the context
otherwise requires, a reference to "this Agreement" herein shall
be deemed to include the Act, the Regulations, and the Approved
Application.
5. Performance Aqreement of Recipient. By execution of
this Agreement on its behalf in the space provided below, the
Recipient agrees to carry out the Approved Project(s) on a timely
basis and otherwise in compliance with this Agreement (including
the Act, the NOFA, the Regulations, and the Approved Application,
except as otherwise specifically provided in this Agreement) .
The Recipient agrees to assure, and to accept responsibility for,
such compliance by any other entities to which it makes grant
funds available for, or which it otherwise allows to participate
in, the Approved Project(s) covered by this Agreement.
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6. Release. Deposit. and Timinq of Expenditure of Grant
Funds and Proqram Income.
a. The Recipient agrees to comply with environmental review
procedures under 24 CFR ~ 570.200(a) (4) and 24 CFR Part 58 in
order to obtain releases of grant funds under this Agreement.
b. Notwithstanding any other provision of the Regulations or
this Agreement, the Recipient may not withdraw grant funds from
the U.S. Treasury on account of the EDI Grant under this
Agreement until after execution on behalf of HOD of the Guarantee
and Contract for Loan Guarantee Assistance for the applicable
Approved Project described in paragraph 2 of this Agreement.
c. This EDI Grant must be entirely withdrawn and expended
for Approved Uses for the applicable Approved Project(s) on or
before September 30. 2000.
d. All program income from this EDI Grant is deemed to be
program income of the Approved Project(s), which are jointly
financed by the Section 108 Guarantee. The Recipient agrees that
all such program income constitutes security for the repayment of
the Section 108 Guarantee, and shall be initially deposited in,
the Loan Repayment Account established by the Recipient, or its
designated public agency, under paragraph 6 of the Contract(s)
for Loan Guarantee Assistance for the Section 108 Guarantee, and
shall be disbursed for the purposes and within the time period
specified in said paragraph 6 of such Contract. Upon full and
complete repayment of the Section 108 Guarantee, all such program
income shall be used in accordance with 24 CFR 570.504.
7. Pre-Aqreement Costs. Notwithstanding any other
provision of the Regulations, the EDI Grant funds provided
hereunder may be used to pay for costs incurred on or after the
date of HUD execution of the Funding Approval committing funds
for the applicable Approved Project under the Section 108
Guarantee, provided such costs otherwise comply with this
Agreement. However, use of the EDI Grant funds to actually pay
for such costs is subject to paragraph 6 of this Agreement.
8. Amendment: Record-Keepinq.
a. This Agreement or the Approved Application may be amended
only with the prior written approval of HUD. To request approval
of an amendment, the Recipient shall attach the proposed
revisions to the applicable pages of this Agreement or the
Approved Application to a cover letter addressed as required
below (see par. 11) for notices to HUD and signed by the
Recipient's official representative for this grant. For any
amendment other than an increase in the amount of the approved
EDI Grant (par. 2.a.), HUD may approve or disapprove the proposed
amendment by letter from the Director of the CPD Division (or
higher level official) in the applicable HUD office. In
considering proposed amendments to this Agreement or the Approved
Application, HUD shall review, among other things, whether the
amendment would have affected the ranking of the application in
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shall maintain the books and records of all Advances and
Conversion Date Advances for each Principal Due Date,
interest rates on Advances, payments, and Principal Amounts
outstanding for each Principal Due Date. On and after the
Conversion Date, the Borrower agrees that the Trustee
pursuant to the Trust Agreement will maintain the books and
records of all payments on the Note and all Principal Amounts
and interest rates on such Principal Amounts (each as to be
set forth on Schedule P&I to the Note). No advances of any
kind may be made on the Note after its Conversion Date.
B. Borrower's Requests for Advances. All requests for Advances
or Conversion Date Advances by the Borrower under the Note
shall: be in writing; specify the amount of the Advance
requested; identify the Note by Borrower, number and Maximum
Commitment Amount; be addressed to the Secretary at the
address for notices specified in paragraph 12(f) of this
Contract; be signed by an authorized official of the
Borrower; and otherwise be in the form prescribed by HUD.
Advances and Conversion Date Advances shall be requested and
will only be approved and made in increments of not less than
$1,000 for any Principal Due Date. A request for an initial
Advance under a Note, or a request for a Conversion Date
Advance, shall be received by the Secretary at least ten
Business Days prior to the Borrower's proposed Funding Date
or Conversion Date, as applicable. All other requests for
Advances shall be received by the Secretary not less than
five Business Days prior to the proposed Funding Date. The
Borrower may not deliver a Note or a request for an Advance
or Conversion Date Advance to the Secretary more than two
calendar months prior to the Borrower's proposed Funding
Date. At least two Business Days prior to the proposed
Funding Date or Conversion Date if the Borrower's request was
timely received, or the next available Funding Date for which
the request was timely received, the Secretary shall, except
as otherwise provided in paragraph 11(c) or 12 hereof,
deliver a corresponding Authorization Order or Advance Order
(as applicable) to the Fiscal Agent in accordance with
Section 2.03 or 2.04 of the Fiscal Agency Agreement for the
applicable Funding Date or Conversion Date. If the Borrower
requests an Advance or Conversion Date Advance of less than
the outstanding Maximum Commitment Amount under the Note, the
Borrower may also specify in its written request the amount
of the Advance or Conversion Date Advance to be allocated to
each Commitment Amount or Principal Amount per Principal Due
Date under the Note. If the Borrower does not specify how
the Advance or Conversion Date Advance should be allocated
among Commitment Amounts/Principal Due Dates, the Borrower
hereby authorizes the Secretary to direct the Fiscal Agent to
allocate the Advance to the respective Commitment Amounts or
Principal Amounts in order of the earliest Principal Due
Date (s) .
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C. Conversion; Public Offering. On the Conversion Date (if
any), trust certificates backed by the Note (and similar
notes issued by other Section 108 borrowers) will be
purchased for a purchase price of the full principal amount
thereof by underwriters selected by the Secretary (the
"Underwriters") pursuant to an Underwriting Agreement between
the Underwriters and the Secretary, at a closing on such
Conversion Date as determined by the Secretary and the
Underwriters. The Borrower agrees that the interest rate at
which the trust certificate of a specified maturity is sold
to the Underwriters shall govern the interest rate inserted
on the Conversion Date in Schedule P&I of the Note for the
Principal Amount of corresponding maturity.
D. Consents. By execution of this Contract, the Borrower
ratifies and consents to the Secretary's selection of the
Underwriters and authorizes the Secretary to negotiate with
the Underwriters the terms of the Underwriting Agreement and
of the public offering of interests in the trust certificates
to investors (including the applicable interest rates). In
addition, by execution hereof the Borrower ratifies and
consents to the Secretary's selection of the Fiscal
Agent/Trustee and agrees to the respective terms of the
Fiscal Agency/Trust Agreements. If Advances have been made
in the Maximum Commitment Amount of the Note not less than
ten Business Days prior to the proposed Conversion Date, or
if the Borrower requests a Conversion Date Advance, the
Borrower authorizes the Secretary to deliver Schedule P&I to
the Note completed in accordance herewith to the Fiscal
Agent/Trustee on the Conversion Date in accordance with the
Fiscal Agency/Trust Agreements, concurrent with delivery of
the Secretary's Guarantee of the trust certificates at the
closing on the Conversion Date, and thereafter the Note shall
be enforceable in accordance with its terms including
Schedule P&I. In addition, the Secretary reserves the right
to notify the Borrower not less than one calendar month in
advance of a specified Conversion Date that the Note will be
sold to the Underwriters on such date, if the Secretary in
his sole discretion determines that market conditions or
program needs require the participation in the proposed
public offering of all or substantially all Borrowers with
outstanding Advances.
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the year it was approved sufficiently to have resulted in the
application not ranking high enough for funding, and whether the
amendment is otherwise consistent with the.Act, the Regulations,
and the NOFA. Any increase in the amount of the approved EDI
Grant represents a new grant obligation by HUD and must be
documented by a formal amendment to this Agreement, or a new EDI
Grant Agreement, executed on behalf of the parties by officials
with the authority to execute the original Agreement.
b. The Recipient shall at all times maintain an up-to-date
copy of its Approved Application, including all amendments
approved in writing by HOD, and all drawdowns, deposits, and
expenditures of grant funds and program income under this
Agreement, in its files and available for audit or inspection by
duly authorized representatives of HUD or the Comptroller General
of the United States.
9. Default; Remedies. A default under this Agreement shall
consist of any use of grant funds other than as authorized by
this Agreement, any other noncompliance with this Agreement
deemed material by HOD, or any misrepresentation or omission in
the application submissions which, if known to HUD, would have
resulted in this grant not being provided. If HUD determines
that the Recipient is in default, HUD will give the Recipient
written notice of this determination and the corrective or
remedial actions proposed by HUD to cure the default or mitigate
its effects, to the extent possible, and to prevent a
continuation or recurrence of the default (the "initial notice of
default"). Further description of the processes of audit,
performance monitoring, and the corrective and remedial actions
available to HUD which apply to grants under the Act, including
this EDI Grant, is provided in 24 CFR 570, particularly
Subpart O. No delay or omission by HUD in exercising any right
or remedy under this Agreement shall impair HUD's ability to
exercise such right or remedy or constitute a waiver of, or
acquiescence in, any Recipient default.
10. Close-out. Except as may be otherwise specifically
provided, closeout of this grant shall be subject to 24 CFR
570.509, or such close-out instructions as may hereafter be
issued by HUD specifically for EDI Grants.
11. Notices. HUD notifications to the Recipient under this
Agreement may be addressed to the Recipient's address as stated
in the Approved Application, unless the Recipient otherwise
notifies HUD in writing. Recipient notifications to HUD shall be
to the Director of Community Planning and Development in the HUD
Office having responsibility for CDBG programs of the Recipient,
unless the Recipient is otherwise notified in writing by HUD.
The Recipient's rights under this Agreement may not be assigned
without the prior written approval of HUD. This Agreement
constitutes the entire Agreement between the Recipient and HUD,
and it may not be amended except in writing and executed by
authorized officials of both HUD and the Recipient, as provided
in paragraph 8.
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12. Bindinq Aqreement.
respect to HUD in accordance
in the space provided below,
the Recipient.
This Agreement is binding with
with its terms upon execution by HUD
subject to execution on behalf of
13. Special Condition(s).
a. In the event that all of the Section 108 funds are not
drawn down in connection with the Approved Project by September
30, 2001, the full amount of the EDI Grant ($344,000) shall
become immediately due and payable by Recipient to HOD.
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This Agreement is hereby executed on behalf of the parties
as follows:
(Sig
AN DEVELOPMENT,
SECRETARY
BY:
o Authorized Official) ,
ff Ruster
Deputy As
for Econ
nt Secretary
c Development
.....~:. ....,.
(Date)
RECIPIENT,
THE CITY OF SAN BERNARDINO. CALIFORNIA
(Legal Na e of Recipient)
Judith Vall
/( Ct.-c....-----
uthorized Official)
BY:
or
(Title)
(Date)
956000772
[Employer Identification Number (EIN)
of Recipient]
ATT~~ ;S. ~
Rachel ark -
City Clerk
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U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER
SECTION 108 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT
OF 1974, AS AMENDED, 4.2 U.S.C. S5308
Date of Contract
This Contract for Loan Guarantee Assistance ("Contract") is
entered into between the City of San Bernardino, California, as
Borrower (the "Borrower"), and the Secretary of Housing and Urban
Development ("Secretary"), as guarantor for the Guarantee made
pursuant to section 108 ("Section 108") of title I of the Housing
and Community Development Act of 1974, as amended (the "Act") and
24 CFR Part 570, Subpart M, of the promissory note executed
contemporaneously herewith and numbered B-94-MC-06-0539-A, in
the Maximum Commitment Amount of $1,840,000, and any amended note
or note issued in substitution for such note and having the same
note number (the "Note"). The funds paid or credited to the
account of the Borrower pursuant to the Note are referred to
herein as the "Guaranteed Loan Funds." The Note (including the
Fiscal Agency Agreement and the Trust Agreement as defined in
Section I.A. of the Note and incorporated therein) is hereby
incorporated into the Contract. Terms used in the Contract with
initial capital letters and not otherwise defined in the text
hereof shall have the respective meanings given thereto in the
Note. The Fiscal Agency Agreement and the Trust Agreement are
sometimes collectively referred to herein as the "Fiscal
Agency/Trust Agreements," and the Fiscal Agent and the Trustee
respectively are sometimes collectively referred to as the
uFisca1 Agent/Trustee."
PART I
A. The Note: Advances and Records. The Note provides that
Advances and Conversion Date Advances shall be made
thereunder upon the written request of the Borrower and the
approval of the Secretary, pursuant to this Contract and the
Fiscal Agency Agreement. The Commitment Schedule attached to
the Note represents the principal repayment schedule for the
Maximum Commitment Amount of the Note. At all times, the
total amount of all Advances and Conversion Date Advances
under the Note for all Principal Due Dates shall not exceed
the Maximum Commitment Amount of the Note. Prior to the
Conversion Date (as defined in the Note, Section I.A.), the
total amount of Advances made by the Holder for each
Principal Due Date under the Note shall not exceed the
applicable Commitment Amount for such Principal Due Date set
forth in the Commitment Schedule of the Note. Prior to the
Conversion Date, the Borrower agrees that the Fiscal Agent
pursuant to the Fiscal Agency Agreement shall record the date
and amount of each payment and Advance under the Note and
,
(j(ir
4
PART II
1. Receipt, Deposit and Use of Guaranteed Loan Funds.
(a) Except for funds deducted on the Conversion Date
pursuant to paragraph 4(b) and fees and charges deducted by
the Fiscal Agent/Trustee pursuant to paragraph 4(a), the
Guaranteed Loan Funds shall be electronically transferred in
accordance with the Borrower's instructions for deposit in a
separate, identifiable custodial account (the "Guaranteed
Loan Funds Account") with a financial institution whose
deposits or accounts are Federally insured. The Guaranteed
Loan Funds Account shall be established and designated as
prescribed in the attached form document entitled "Letter
Agreement for Section 108 Loan Guarantee Program Custodial
Account" (Attachment 1) and shall be continuously maintained
for the Guaranteed Loan Funds. Such Letter Agreement must be
executed when the Guaranteed Loan Funds Account is
established. (A fully executed copy of such Letter Agreement
shall be submitted to the Secretary within thirty days of its
execution. )
The Borrower shall make withdrawals from said account only
for payment of the costs of approved Section 108 activities,
for transfer to the Loan Repayment Account or for the
temporary investment of funds pursuant to this paragraph
l(a). Such temporary investment of funds into the Guaranteed
Loan Funds Investment Account shall be required within three
Business Days after the balance of deposited funds exceeds
the amount of the Federal deposit insurance on the Guaranteed
Loan Funds Account. At that time, any balance of funds in
the Guaranteed Loan Funds Account exceeding such insurance
coverage shall be fully (100%) and continuously invested in
Government Obligations, as defined in paragraph 10 hereof,
held in the Guaranteed Loan Funds Investment Account.
All temporary investments, whether or not required as above,
shall be limited to Government Obligations having maturities
that are consistent with the cash requirements of the
approved activities. In no event shall the investments
mature on or after October 1, 2001, or have maturities which
exceed one year. All such investments shall be held in trust
for the benefit of the Secretary by the above financial
institution in an account (the "Guaranteed Loan Funds
Investment Account") established and designated as prescribed
in the attached form document entitled "Letter Agreement for
Section 108 Loan Guarantee Program Custodial Investment
Account" (Attachment 2), which account shall be maintained
for all Government Obligations purchased with funds from the
Guaranteed Loan Funds Account. The Guaranteed Loan Funds
Investment Account need only be established if and when the
Borrower is required to invest, or otherwise invests, the
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Guaranteed Loan Funds in Government Obligations. Such Letter
Agreement must be executed when the Guaranteed Loan Funds
Investment Account is established. (A fully executed copy of
such Letter Agreement shall be submitted to the Secretary
within thirty days of its execution.) All proceeds and
income derived from such investments shall be returned to the
Guaranteed Loan Funds Account.
All funds in the Guaranteed Loan Funds Account or the
Guaranteed Loan Funds Investment Account must be withdrawn
and disbursed by the Borrower for approved activities by
October 1, 2001. Any funds remaining in either Account after
this date shall be immediately transferred to the Loan
Repayment Account established pursuant to paragraph 6 of this
Contract.
(b) The Borrower shall by the fifteenth day of each month
provide the Secretary with a written statement showing the
balance of funds in the Guaranteed Loan Funds Account and the
withdrawals from such account during the preceding calendar
month, and a statement identifying the obligations and their
assignments in the Guaranteed Loan Funds Investment Account.
(c) Upon the Secretary giving notice that the Borrower is in
Default under this Contract or the Note, all right, title,
and interest of the Borrower in and to the Guaranteed Loan
Funds and Guaranteed Loan Funds Investment Accounts shall
immediately vest in the Secretary for use in making payment
on the Note, purchase of Government Obligations in accordance
with paragraph 10, or payment of any other obligations of the
Borrower under this Contract or the Fiscal Agency/Trust
Agreements.
2. Payments Due on Note. The Borrower shall pay to the Fiscal
Agent/Trustee, as collection agent for the Note, all amounts
due pursuant to the terms of the Note. In accordance with the
Note and the Fiscal Agency/Trust Agreements, payment shall be
made by 3:00 P.M. (New York City time) on the seventh
Business Day (the "Note Payment Date") preceding the relevant
Interest Due Date or Principal Due Date (each as defined in
the Note). If any Note Payment Date falls on a day that is
not a Business Day, then the required payment shall be made
on the next Business Day. Payment may be made by check or
wire transfer.
3. Selection of New Fiscal Agent or Trustee. The Secretary
shall select a new Fiscal Agent or Trustee if the Fiscal
Agent or Trustee resigns or is removed by the Secretary. The
Borrower hereby consents in advance to any such selection and
to any changes in the Fiscal Agency/Trust Agreements agreed
to by any Fiscal Agent or Trustee and the Secretary, subject
to paragraph 4(e) of this Contract.
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4. Payments Due Fiscal Agent or Trustee; Documents to the
Secretary.
(a) The Borrower agrees to pay the fees of the Fiscal Agent
as required by Exhibit G to the Fiscal Agency Agreement, and
any additional amounts that may be due pursuant to Section
6.01 of the Fiscal Agency Agreement. If not paid by the
Borrower by any other means prior thereto, the Borrower
agrees that any such fees or additional amounts that have
been incurred prior to an Advance or a Conversion Date
Advance may be deducted by the Fiscal Agent/Trustee from the
proceeds of the Advance or Conversion Date Advance, as
applicable.
(b) The Borrower agrees to pay the Borrower's share, as
determined by the Secretary, of the customary and usual
issuance, underwriting, and other costs related to the public
offering and future administration of the Note and the trust
certificates, as approved by the Secretary, including the
cost of reimbursement and/or compensation of the Trustee
pursuant to the Trust Agreement, including Sections 3.11 and
7.01 thereof. In connection with the public offering on the
Conversion Date, such payment shall either be made by wire
transfer to the Trustee on the day prior to the Conversion
Date or shall be deducted from the Guaranteed Loan Funds on
the Conversion Date.
(c) The Borrower shall submit to the Secretary not later than
ten Business Days prior to the Funding Date for the initial
Advance hereunder, or if not submitted earlier, prior to any
Conversion Date or Public Offering Date applicable to the
Note, this executed Contract, the executed Note, a request
for an Advance or a Conversion Date Advance (as applicable)
in proper form, and an opinion acceptable to the Secretary
from the Borrower's counsel to the effect that: (i) the
governing body of the Borrower has authorized by resolution
or ordinance, in accordance with applicable State and local
law, the issuance of the Note and the execution of this
Contract; (ii) the Note and this Contract are valid, binding,
and enforceable obligations of the Borrower; (iii) the pledge
of funds pursuant to 24 CFR 570.705(b) (2) and paragraph 5(a)
of this Contract is valid and binding; and (iv) there is no
outstanding litigation that will affect the validity of the
Note or this Contract. In addition, the Borrower shall
submit any other additional documents or opinions
specifically required by this Contract (e.g., paragraph 5(c),
or paragraph 15, et ~.), at the time required thereby.
(d) The Borrower agrees to reimburse the Underwriters upon
demand by the Secretary for the Borrower's share, as
determined by the Secretary, of all reasonable out-of-pocket
expenses (including reasonable fees and disbursements of
,
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counsel) incurred in connection with a proposed public
offering, if the Underwriters incur such additional costs for
the public offering because of any refusal, inability, or
failure on the part of the Borrower timely to submit in
acceptable form any document required by this Contract
(including paragraph 4(c)), or because of any withdrawal by
the Borrower from the public offering, after the Borrower has
submitted a request for a Conversion Date Advance hereunder.
By execution and delivery of this Contract to the Secretary,
the Borrower hereby expressly authorizes the Secretary to pay
amounts due under this paragraph from funds pledged under
paragraph 5(a) of this Contract.
(e) The undertakings in paragraphs 3 and 4 of this Contract
are expressly subject to the requirement that the Fiscal
Agency/Trust Agreements shall in no event require payment of
fees or charges, reimbursement of expenses, or any
indemnification by the Borrower from any source other than
funds pledged pursuant to paragraphs 5 or 15 et ~ of this
Contract.
5. Security. The Borrower hereby pledges as security for
repayment of the Note, and such other charges as may be
authorized in this Contract, the following:
(a) All allocations or grants which have been made or for
which the Borrower may become eligible under Section 106 of
the Act, as well as any grants which are or may become
available to the Borrower pursuant to Section 108(q)
(b) Program income, as defined at 24 CFR 570.500 (a) (or any
successor regulation), directly generated from the use of the
Guaranteed Loan Funds.
(c) Other security as described in paragraph 15, et ~
(d) All proceeds (including insurance and condemnation
proceeds) from any of the foregoing.
(e) All funds or investments in the accounts established
pursuant to paragraphs 1 and 6 of this Contract.
6. Loan Repayment Account.
(a) All amounts pledged pursuant to paragraphs 5(b), 5(c),
and 5(d) of this Contract shall be deposited immediately on
receipt in a separate identifiable custodial account (the
"Loan Repayment Account") with a financial institution whose
deposits or accounts are Federally insured. The Loan
Repayment Account shall be established and designated as
prescribed in the attached form document entitled "Letter
Agreement for Section 108 Loan Guarantee Program Custodial
Account" (Attachment l) and shall be maintained for such
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pledged funds. The Loan Repayment Account need only be
established if and when the Borrower receives amounts pledged
pursuant to paragraph 5(b), 5(c) or 5(d). Such Letter
Agreement must be executed when the Loan Repayment Account is
established. (A fully executed copy of such Letter Agreement
shall be submitted to the Secretary within thirty days of its
execution.) Borrower shall make withdrawals from said
account only for the purpose of paying interest and principal
due on the Note (including the purchase of Government
Obligations in accordance with paragraph 10 hereof), for
payment of any other obligation of the Borrower under this
Contract or the Fiscal Agency/Trust Agreements, or for the
temporary investment of funds pursuant to this paragraph,
until final payment and discharge of the indebtedness
evidenced by the Note, unless otherwise expressly authorized
by the Secretary in writing. Such temporary investment of
funds shall be required within three Business Days after the
balance of deposited funds exceeds the amount of the Federal
deposit insurance on the Loan Repayment Account. At that
time, the balance of funds in the Loan Repayment Account
exceeding such insurance coverage shall be fully (100%) and
continuously invested in Government Obligations, as defined
in paragraph 10 hereof.
All temporary investments, whether or not required as above,
shall be limited to Government Obligations having maturities
that are consistent with cash requirements for payment of
principal and interest as required under the Note. In no
event shall the maturities of such investments exceed one
year. All such investments shall be held in trust for the
benefit of the Secretary by the above financial institution
in an account (the "Loan Repayment Investment Account")
established and designated as prescribed in the attached form
document entitled "Letter Agreement for Section 108 Loan
Guarantee Program Custodial Investment Account" (Attachment
2), which account shall be maintained for all Government
Obligations purchased with funds from the Loan Repayment
Account. Such Letter Agreement must be executed when the
Loan Repayment Investment Account is established. (A fully
executed copy of such Letter Agreement shall be submitted to
the Secretary within thirty days of its execution.) All
proceeds and income derived from such investments shall be
returned to the Loan Repayment Account.
(b) Borrower shall by the fifteenth day of each month,
provide the Secretary with a written statement showing the
balance of funds in the Loan Repayment Account and the
deposits and withdrawals of all funds in such account during
the preceding calendar month and a statement identifying the
obligations and their assignments in the Loan Repayment
Investment Account.
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(c) Upon the Secretary giving notice that the Borrower is in
Default under this Contract or the Note, all right, title,
and interest of the Borrower in and to the Loan Repayment and
Loan Repayment Investment Accounts shall immediately vest in
the Secretary for use in making payment on the Note, purchase
of Government Obligations in accordance with paragraph 10, or
payment of any other obligation of the Borrower under this
Contract or the Fiscal Agency/Trust Agreements.
7. Use of CDBG or EDI Funds for Repayment. Any funds available to
the Borrower under Section 106 of the Act (including program
income derived therefrom) are authorized to be used by the
Borrower for payments due on the Note, Optional Redemption (as
defined in the Note), payment of any other obligation of the
Borrower under this Contract or the Fiscal Agency/Trust
Agreements, or the purchase of Government Obligations in
accordance with paragraph 10. Any funds specifically available
to the Borrower for such payments or as a debt service reserve
under an EDI Grant Agreement pursuant to Section 108(q) of the
Act which supports the eligible project(s) and activities
financed by the Note may also be used therefor; any other use of
Section 108(q) funds for such purposes shall require the prior
written approval of the Secretary. Unless otherwise
specifically provided herein or unless otherwise expressly
authorized by the Secretary in writing, the Borrower shall
substantially disburse funds available in the Loan Repayment or
the Loan Repayment Investment Accounts before funds from grants
under Section 106 of the Act are withdrawn from the U.S.
Treasury for such purposes.
8. Secretary's Right to Restrict Use of CDBG Funds to Repayment.
Upon a determination by the Secretary that payments required by
paragraph 2 and/or paragraph 4 of this Contract are unlikely to
be made as specified, the Secretary may give the Borrower notice
that the availability to the Borrower of funds pledged under
paragraph 5(a) of this Contract for purposes other than
satisfaction of the pledge is being restricted. This
restriction shall be in an amount estimated by the Secretary to
be sufficient to ensure that the payments referred to in
paragraph 2 and/or paragraph 4 hereof are made when due. This
restriction may be given effect by conditioning the restricted
amounts to prohibit disbursement for purposes other than
satisfaction of the pledge at the time such restricted funds are
approved as grants, by limiting the Borrower's ability to draw
down or expend the restricted funds for other purposes, and by
disapproving payment requests submitted with respect to such
grants for purposes other than satisfaction of the pledge.
9. Secretary's Right to Use Pledged Funds for Repayment. The
Secretary may use funds pledged under paragraph 5(a) of this
Contract or funds restricted under grants pursuant to paragraph
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8 of this Contract to make any payment required of the Borrower
under paragraph 2 and/or paragraph 4, if such payment has not
been timely made by the Borrower.
10. Defeasance. For purposes of this Contract, after the Conversion
Date the Note shall be deemed to have been paid (defeased) if
there shall have been deposited with the Trustee either moneys
or Government Obligations (as defined below), which in the sole
determination of the Secretary, mature and bear interest at
times and in amounts sufficient, together with any other moneys
on deposit with the Trustee for such purpose, to pay when due
the principal and interest to become due on the Note. The
Aggregate Principal Amount of the Note or any unpaid Principal
Amount may be so defeased, in whole or in part, as of any
Principal Due Date. In accordance with the Note and the Trust
Agreement, the Borrower shall give timely notice and written
instructions to the Secretary and the Trustee concerning any
principal amounts proposed to be defeased, including any
Optional Redemptions proposed, which instructions shall be
approved by the Secretary. If the unpaid Aggregate Principal
Amount of the Note guaranteed pursuant to this Contract shall be
defeased and deemed to have been paid in full, then the Borrower
shall be released from all agreements, covenants, and further
obligations under the Note.
"Government Obligation" means a direct obligation of, or any
obligation for which the full and timely payment of principal
and interest is guaranteed by, the United States of America,
including but not limited to, United States Treasury
Certificates of Indebtedness, Notes and Bonds - State and Local
Government Series or certificates of ownership of the principal
of or interest on direct obligations of, or obligations
unconditionally guaranteed by, the United States of America,
which obligations are held in trust by a commercial bank which
is a member of the Federal Reserve System and has capital and
surplus (exclusive of undivided profits) in excess of
$100,000,000.
11. Default. (a) A Default under the Note and this Contract
shall occur upon failure by the Borrower to:
(i) pay when due an installment of principal or interest
on the Note; or (ii) punctually and properly perform,
observe, and comply with any covenant, agreement, or
condition contained in: (A) this Contract, (B) any
security agreement, deed of trust, mortgage, assignment,
guarantee, or other contract securing payment of
indebtedness evidenced by the Note, or (C) any future
amendments, modifications, restatements, renewals, or
extensions of any such documents.
(b) The Borrower waives notice of Default and opportunity
for hearing with respect to a Default under paragraph 11(a).
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(c) In addition to Defaults under paragraph 11(a), the
Secretary may declare the Note in Default if the Secretary
makes a final decision in accordance with the provisions of
section 111 of the Act and 24 CFR 570.913 (or any successor
provisions), including requirements for reasonable notice and
opportunity for hearing, that the Borrower has failed to
comply substantially with title I of the Act.
Notwithstanding any other provision, following the giving of
such reasonable notice, the Secretary may, in the Secretary's
sole discretion pending the Secretary's final decision,
withhold the guarantee of any or all obligations not yet
guaranteed on behalf of the Borrower under outstanding
commitments, suspend approval of any further Advances or
Conversion Date Advances under the Note, and/or direct the
Borrower's financial institution to: refuse to honor any
instruments drawn upon, or withdrawals from, the Guaranteed
Loan Funds Account or the Loan Repayment Account initiated by
the Borrower, and/or refuse to release obligations and
assignments by the Borrower from the Guaranteed Loan Funds
Investment Account or the Loan Repayment Investment Account.
12. Remedial Actions. Upon a Default or declaration of Default
under this Contract, the Secretary may, in the Secretary's sole
discretion, take any or all of the following remedial actions:
(a) With any funds or security pledged under this Contract, the
Secretary may (i) continue to make payments due on the Note,
(ii) make a prepayment under Section I.D. of the Note or make an
acceleration payment with respect to the principal amount of the
Note subject to Optional Redemption as provided in Section III
of the Note, (iii) purchase Government Obligations in accordance
with paragraph 10 of this Contract, (iv) pay any interest due
for late payment as provided in the Note, this Contract, or the
Fiscal Agency/Trust Agreements, (v) pay any other obligation of
the Borrower under this Contract or the Fiscal Agency/Trust
Agreements, and/or (vi) pay any reasonable expenses incurred by
the Secretary or the Fiscal Agent/Trustee as result of the
Borrower's Default.
(b) The Secretary may withhold the guarantee of any or all
obligations not yet guaranteed or the disbursement of any or all
grants not yet disbursed in full under outstanding guarantee
commitments or grant approvals for the Borrower under Sections
108 and/or 106 of the Act.
(c) The Secretary may withhold approval of any or all further
Advances or Conversion Date Advances under the Note (if
applicable); direct the Borrower's financial institution to
refuse to: honor any instruments drawn upon, or withdrawals
from, the Guaranteed Loan Funds Account or the Loan Repayment
Account by the Borrower, and/or to release obligations and
assignments by the Borrower from the Guaranteed Loan Funds
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Investment Account or the Loan Repayment Investment Account;
and/or direct the Borrower and/or the Borrower's financial
institution to transfer remaining balances from the Guaranteed
Loan Funds Account to the Loan Repayment Account.
(d) Until the Conversion Date, or with respect to amounts
subject to Optional Redemption, the Secretary may accelerate the
Note.
(e) The Secretary may exercise any other appropriate remedies
or sanctions available by law or regulation applicable to the
assistance provided under this Contract, or may institute any
other action available under law to recover Guaranteed Loan
Funds or to reimburse the Secretary for any payment under the
Secretary's Guarantee or any reasonable expenses incurred by the
Secretary as a result of the Default.
(f) All notices and submissions provided for hereunder shall be
in writing (including by telex, telecopier or any other form of
facsimile communication) and mailed or sent or delivered, as to
each party hereto, at its address set forth below or at such
other address as shall be designated by such party in a written
notice to the other party hereto. All such notices and other
communications shall be effective when received as follows: (i)
if sent by hand delivery, upon delivery; (ii) if sent by mail,
upon the earlier of the date of receipt or five Business Days
after deposit in the mail, postage prepaid; (iii) if sent by
telex, upon receipt by the sender of an answer back; and (iv) if
sent by telecopier, upon receipt.
The Secretarv:
U.S. Dept. of Housinq and Urban Development
Attention: Paul Webster. Director
Financial Manaqement Division
451 7th Street. SW. Room 7180
Washinqton. DC 20410
Borrower:
ATTN: John Hoe~er
Redevelopment A~ency of the City of San Bernard~no
201 North "E" Street, Suite 301
San Bernardino, California 92401
(909) 663-1044
13. Limited Liability. Notwithstanding any other provision of this
Contract, the Fiscal Agency/Trust Agreements or the Note, any
recovery against the Borrower for any liability for amounts due
pursuant to the Note, the Fiscal Agency/Trust Agreements or this
Contract shall be limited to the sources of security pledged in
paragraph 5 or any Special Conditions of this Contract. Neither
the general credit nor the taxing power of the Borrower, or of
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the State in which the Borrower is located, is pledged for any
payment due under the Note, the Contract, or the Fiscal
Agency/Trust Agreements.
14. Incorporated Grant Agreement. The Contract and the Note are
hereby incorporated in and made a part of the Grant Agreement
authorized by the Secretary on June 22, 1994 under the Funding
Approval for grant number B-94-MC-06-0539 to the Borrower. In
carrying out activities with the Guaranteed Loan Funds
hereunder, the Borrower agrees to comply with the Act and 24 CFR
Part 570, as provided in Subpart M thereof.
15. Special Conditions and Modifications:
(a) Paragraph 5(c) of the Contract is amended by deleting the
paragraph as written in its entirety and substituting
therefore the following:
"(c) Other security, including, but not limited to, all rights
of the Borrower (but none of the obligations of the
Borrower) in and to the 'Security Documents' (as defined
in paragraph 15(d) hereof) and to the collateral
described therein. If necessary to provide the Secretary
with a valid security interest in such other security,
the Borrower shall execute a security agreement
(the 'Borrower Security Agreement'), which Borrower
Security Agreement shall be in a form acceptable to the
Secretary."
(b)
Guaranteed Loan
make a loan to
acquisition of
570.703 (i) (1) .
Funds shall be used by the
303 LLC , (the "Obligor"),
the property pursuant to 24
Borrower
for
CFR
to
(c) The loan to the Obligor shall be evidenced by a
promissory note (the "Obligor Note") and a loan
agreement (the "Obligor Loan Agreement"), which
Obligor Note and Obligor Loan Agreement shall be in a
form acceptable to the Secretary. The amount of
principal and/or interest payable under the Obligor Note
during the twelve month period beginning July 1 of each
year and ending on June 30 of the next succeeding year
shall be equal to or greater than the amount of principal
and/or interest payable under the Note for the
corresponding period. The Obligor Note shall not be
subject to redemption or repayment earlier than the
earliest possible redemption date under the terms of the
Note. As security for the Obligor Note, the Borrower
shall obtain the following collateral (collectively, the
"Collateral") :
(i) A first priority lien on the real property
described in Attachment 3 hereof (the UProperty"),
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established through an appropriate and properly
recorded deed of trust (the "Deed of Trust"). The
Deed of Trust shall contain such provisions as the
Secretary deems necessary.
(ii) Any and all rights, titles, and interests of the
Obligor in and to any leases covering the Property.
Such rights, titles, and interests of the Obligor
shall be the subject of a collateral assignment of
leases and rents (the UCollateral Assignment of
Leases and Rents"). The Collateral Assignment of
Leases and Rents shall be in a form acceptable to
the Secretary.
(iii)Any and all rights, titles, and interests of the
Obligor in and to any licenses, permits, and other
agreements covering the Property. Such rights,
titles, and interests shall be the subject of a
collateral assignment of interest in licenses,
permits, and other agreements (the UCollateral
Assignments of Interest in Licenses, Permits, and
Agreements"). The Collateral Assignment of
Interest in Licenses, Permits, and Agreements
shall be in a form acceptable to the Secretary.
(iv) Personal guaranties (collectively, the
"Personal Guaranty") of Mr. Kevin Brunk.
Mr. Wilfred C. Lemann and Mr. Martin A.
Matich (the "Personal Guarantors"). The
Personal Guaranty shall be in a form
acceptable to the Secretary.
(v)An unconditional and irrevocable letter of credit
(the "Letter of Credit") from the Obligor in favor of
the Borrower. The Letter of Credit shall be at all
times in an amount of $500,000. The Letter of Credit
shall be in a form acceptable to the Secretary and
shall be issued by a financial institution ("Issuer")
acceptable to the Secretary. The Issuer shall be a
member of the Federal Reserve System, have a rating
of at least "A2", as determined by Moody's Bank
Credit Report Service ("Moody's"), for its long term
bank deposits, and must reflect an outstanding standby
Letter of Credit balance of $50 million or more on its
most recent Call Report to its supervisory agency.
The rating must be in effect as of the date of receipt
of the Letter of Credit by the Custodian (as defined
in paragraph 15(d) below). The Letter of Credit shall
bear an expiration date (the "Expiration Date") one
year from the first day of the month following the
date of execution of the Obligor Agreement and shall
provide for automatic renewal for successive periods
of one year each as of the Expiration Date until such
,
cfiiP
15
time as the Obligor demonstrates to the satisfaction
of the Borrower that at least 90 per cent of the net
leasable area of the Property is leased and occupied.
At such time, the Obligor may be permitted to withdraw
the Letter of Credit. Any change with respect to the
Letter of Credit subsequent to its deposit with the
Custodian must be approved by both the Borrower and
the Secretary. The Borrower will be responsible for
demanding payment under the Letter of Credit if
necessary.
(d) The Borrower shall select a financial institution
acceptable to the Secretary (the UCustodian") to act
as custodian for the documents specified in
paragraphs l5(e) below (the uSecurity Documents").
The Borrower and the Custodian shall enter into a
written agreement containing such provisions as the
Secretary deems necessary. A fully executed copy of
such agreement, with original signatures, shall be
forwarded to the Secretary contemporaneously with the
delivery of documents pursuant to paragraph 15(e)
below.
(e) Not later than five business days after the initial
disbursement of the Guaranteed Loan Funds to the
Obligor, the Borrower shall deliver to the Custodian
the following:
(i) The original Obligor Note, endorsed in blank and
without recourse.
(ii) The original Obligor Loan Agreement and an
assignment thereof to the Secretary, which
assignment shall be in a form acceptable to
the Secretary.
(iii) The original recorded Deed of Trust signed by the
Obligor and an assignment thereof to the
Secretary, in a recordable form but unreoorded,
which assignment shall be in a form acceptable to
the Secretary.
(iv) The original recorded Collateral Assignment of
Leases and Rents and an assignment thereof
to the Secretary, in a recordable form but
unrecorded, which assignment shall be in a form
acceptable to the Secretary.
(v) The original Collateral Assignment of Interest in
Licenses, Permits, and Agreements and an
assignment thereof to the Secretary, which
assignment shall be in a form acceptable to the
Secretary.
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16
(vi) The original Personal Guaranty and an assignment
thereof, which assignment shall be in a form
acceptable to the Secretary.
(vii)The original Letter of Credit and an
assignment thereof, which assignment shall in
a form acceptable to the Secretary.
(viii)An opinion of the Borrower's counsel, addressed
to the Secretary and on its letterhead, that:
(l)the Obligor is a limited liability company, duly
organized, validly existing, and in good standing
under the laws of the State of California;
(2)the Obligor Note has been duly executed and
delivered by a party authorized by the
Obligor to take such action and is a valid
and binding obligation of the Obligor,
enforceable in accordance with its terms,
except as limited by bankruptcy and similar
laws affecting creditors generally; and
(3)the security instruments specified in (ii)
through (vii) above are valid and legally
binding obligations, enforceable in
accordance with their respective terms.
(ix) A mortgage title policy, issued by a company
and in a form acceptable to the Secretary,
naming the Borrower as the insured party. The
policy must either include in the definition of
the uinsured" each successor in ownership of the
indebtedness secured by the Deed of Trust or be
accompanied by an endorsement of the policy of
the Secretary.
(x) A certified survey with a legal description
conforming to the title policy and the Mortgage.
(xi) An appraisal of the fee simple ownership
interest in the Property specifying an estimate
of fair market value of not less than
$1,675,000. The appraisal shall be completed
by an appraiser who is certified by the state and
has a professional designation (such as "SRA" or
"MAl"), and shall conform to the standards of the
Financial Institutions Reform, Recovery and
Enforcement Act of 1989 (UFIRREA").
<fiiP .
17
(f) Paragraph 12 is amended by adding at the end thereof
the following language:
U(g) The Secretary may complete the endorsement of
the Business Notes and record the assignments
referred to in paragraph 15(e), and thereby
effectuate the transfer of the documents
referenced and underlying indebtedness from the
Borrower to the Secretary or the Secretary's
assignee."
"(h) The Secretary may exercise or enforce any and
all other rights or remedies (including any and
all rights and remedies available to a secured
party under the Uniform Commercial Code)
available by law or agreement (including any of
the Security Documents, as defined in paragraph
15(d)) against the Borrower, against the
Obligor, or against any other person or property."
(g) The Borrower covenants and agrees that it shall
establish and maintain a reserve (the "Debt Service
Reserve") in the Loan Repayment Account for payment of
principal and/or interest on the Notes upon notice from
the Secretary to the Borrower at the address specified
in paragraph 12(f) above that the Secretary in his sole
discretion has determined that grants pledged pursuant
to paragraph 5(a) are unlikely to be sufficient to pay
when due the amounts to become due on the Notes. Such
notice shall be hereinafter referred to as the "Notice
of Inadequate Security." The Debt Service Reserve
shall be established in an amount determined by an
independent financial advisor acceptable to the
Secretary (the "Financial Advisor") in accordance with
a methodology acceptable to the Secretary. The Debt
Service Reserve shall be fully (100%) and continuously
invested in Government Obligations, as defined in
paragraph 10 hereof, which investments shall be held in
trust for the benefit of the Secretary in the
Guaranteed Loan Funds Investment Account as provided in
paragraph 6(a) hereof. Grants pledged pursuant to
paragraph 5(a) may be used to fund the Debt Service
Reserve in whole or in part. The Borrower shall engage
the Financial Advisor and shall instruct it to submit
to the Secretary for his review and approval the
methodology it proposes to use in determining the
amount of the Debt Service Reserve, which submission
shall include any comments and/or recommendations of
the Borrower regarding the acceptability of the
methodology. Such submission shall not be required if
the selection of the Financial Advisor and the
application of the methodology comply with guidelines
promuigated by the Secretary subsequent to the date of
~.
18
this Contract. Within 60 days of the Notice of
Inadequate Security, the Borrower shall furnish to the
Secretary at the address specified in paragraph (12)
above acceptable evidence that the Debt Service Reserve
has been established in the manner prescribed above
(including such certifications and/or opinions by the
Financial Advisor as the Secretary deems necessary) .
(h)
The Debt Service Reserve shall be maintained in an
amount consistent with an amortization schedule
developed by the Financial Advisor and approved by the
Secretary.
SEP 2 6 2000
The Grant Agreement, dated for
the grant made to the Borrower pursuant to Section
108 (q), under grant number B-93-ED-06-0539, is hereby
incorporated in this Contract and made a part hereof.
[Rest of Page Intentionally Left Blank]
Qii
19
IN WITNESS WHEREOF, the undersigned, as authorized officials on
behalf of the Borrower or the Secretary, have executed this Contract
for Loan Guarantee Assistance, which shall be effective as of the
date of execution hereof on behalf of the Secretary.
City of San Bernardino, California
BORROWER
ATTEST:
Rachel Clark
(Name)
BY: Judith Valles
(Name)
City Clerk
(Title)
Mavor
(Title)
C(~(:t~a~~
"i i LL--
(Signature)
BY:
(Name)
istant Secretary
Economic Development
(Title)
Jeff Ruster
(Signature)
(~;:D ? c:
v_ ,U
(Date)
.
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.
o. S. DEPAR'l'MEN'l' OF HOOSING AIm 0lIBAH DEVELOPMENT
LI:.'nAl< AGREEMEN't FOR
SE.C'fiOR 108 LOAN GOUANTEE. PROGRAM
Ct1S'1"ODUL ACCOom.'
Name of Institution (and Branch)
Street
City
D....TE
(1 This account is established for funds received by the Borrower
under note(s) guaranteed by the United States Departme~t of
Housing and Urban Development (HOD) under the Section 108 Loan
Guarantee Program. (Guaranteed Loan Funds Account.)
[J This account is established for repayment of the note
by HUD under the Section 108 Loan Guarantee Program.
Repayment Account) .
guaJ:"aIlteed
(Loan
[] This account is established as a debt service reserve under
the Section 108 Loan Guarantee Program. (Debt Service Reserve
Account. )
You are hereby authorized and requested to establish a custodial
account to be specifically designated
.
Trustee of United States Department of Housing and Urban
Development." All deposits made in such account shall be subject to
withdrawal therefrom by the Borrower named below. and shall also be
subject to withdrawal therefrom by HUD. No agent of the Borrower
shall be authorized to withdraw funds from the account. You are also
autborized to pay HUD at any time upon its written demand, which need
not name a specific amount. the entire amount in such account subject
only to notice requirements contained in applicable re~lations
governing this institution. but in no event to exceed seve~ business
days.
You are further authorized upon the request of HOD to refuse to
honor any instrument drawn upon or withdrawals from such account by
fii
~
; parties ot.her ~an HUD and to change the name of the aforesaid
account t.o the .United Stat.es Department of Housing and Urban
Development,. In no instance shall the funds in the Custodial
Account. be used to offset funds which may have been advanced to, or
on behalf of, the Borrower by the custodian institution.
This lett.er is submitted to you in duplicate. please execute
the duplicate copy of the certificate below, acknowledging the
existence of such account, so that we may present the copy signed by
you to KUD.
Name of Borrower
By (Signat1Jre)
Title
The undersianed institution certifies to the United States
Department of Housing and Urban Development (HOD) that the account
identified is in exist.ence in this institution under account number
. and agrees with the Borrower named above and HUD
to honor da~ands on such aCC01Jnt in the manner provided in the above
letter, subject only to notice requirements contained in applicable
regulations governing this institution. but in no event to exceed
seven business days. The undersigned institution further agrees upon
the request of HOD to refuse to honor any instruments drawn upon or
withdrawals from such account by parties other than HUD and to change
the name of the aforesaid aCC01Jnt to .United States Department of
Housing and Urban Development.. In no instance shall the funds in
the C1Jstodial Account be used to offset funds which may have been
advanced to. or on behalf of, the Borrower by the custodian
institution. Deposits in this institution are insured by the Federal
Deposit Ins1Jrance Corporation. the Federal Savings and Loan Insurance
Corporation. or the National Cr~dit Union Administration.
Name of Institution
By
Title
Date
~
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Aft:ar-m-.. N'f 2
U. S. DBPAIl'rMEN'T OF HOUSING AND 0llBAH DEVELOPMENT
LE'1"TZll AGP"'''''''I::N'f POR
SECTION 108 LOAN GtrAltAN'l'BE PROGlWf
c:tJSTOIlXAL INVES'l'MENT ACCOUNT
Name of Ins~i~ution (and Branch)
Screet
Cicy
DATE
[J This accounc is es~ablished to hold obligations and their
assignments, such obligations having been purchased wi~h funds
from che Guaranteed Loan Funds Account. (Guaranteed Loan Funds
Investment Account.)
[J This account is established to hold obligations and their
assignments. such obligations having been purchased with funds
from the Loan Repayment Account. (Loan Repayment Investment
Accounc . )
[J This account ~s escablished to hold obligations and their
assignments, such obligations having been purchased with funds
from ~he Debt Service Reserve Accounc. (Debt Service Reserve
Invescroent Account.)
You are hereby authorized and requested to hold obligations and
assignments of those obligations in crust for che Uniced States
Departlnent of Housing and Urban Development (HUD) in an account
specifically designated
Trustee of United States Department of Housing and Urban
Development.' All obligations and assignments shall be subject to
release to the Borrower named below. and shall also be subject to
release to HOD. No agent of the Borrower shall be authorized to
release the obligations or assignments. You are also authorized to
release the obligations and assignments to HUD at any time upon its
written da~and, which need not name specific obligations and
assignments, all obligations and assignments being h~ld in such
account subje~~ only to any notice requirements contained in
applicable regulations governing this institution, but in no event to
exceed seven business days.
~'
;.,
You are fur~er authorized upon the 'request of HOD to refuse to
honor any request for release of the obligations and assignments from
such account. by parties other than HUP and to change the name of the
aforesaid account to the .United States Department of Rousing and
Urban Development_. In no instance shall the obligations in the
account. be used to offset funds which may have been advanced to. or
on behalf of, the Borrower by the custodian institution.
This letter is submitted to you in duplicate. Please execute
the duplicate copy of the certificate below, acknowledging the
existence of such account, so that we may present the copy signed by
you to HUO.
Name of Borrower
By (Signaturel
Title
The undersigned institution certifies to the United States
Department of Housing and Urban Development (HUD) that the account
identified is in existence in this institution under account number
. and agrees with the Borrower named above and h1JD
to honor demands release on such account in the manner provided in
the above letter, subject. only to any notice requirements contained
in applicable regulations governing this institution, but in no event
to exceed seven business days. The undersigned institut.ion further
agrees upon the request of HOD to refuse to honor any request for
release of the obligat.ions and assignments from such account by
parties other than HOD and to change the name of the aforesaid
account t.o .united States Department of Housing and Urban
Development.. In no instance shall the obligations in the account be
used to offset funds which may have been advanced t.o, or on behalf
of, the Borrower by the custodian institution. Deposits in this
institution are insured by the Federal Deposit Insurance corporation.
the Federal Savings and Loan Insurance Corporation, or t.he National
Credit Union Administrat.ion.
Name of Institution
By
Title
Date
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ATTACHMENT 3
Description of Real Property
[Borrower shall insert description]
20
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EXHIBIT "A"
PARCEL NO.1:
THE WEST 22 FEET OF LOT 7, BLOCK 14. CITY OF SAN BERNARDINO, IN THE CITY OF SAN
BERNARDINO. COUNTY OF SAN BERNARDINO. STATE OF CALIFORNIA. AS PER PLAT
RECORDED IN BOOK 7 OF MAPS. PAGE(S) I, RECORDS OF SAID COUNTY.
EXCEPTING THE NORTH 3S FEET THEREOF.
ALSO EXCEPTING RIGHT OF WAY OF SAN BERNARDINO. ARROWHEAD AND WATERMAN
RAILWAY CO., IF SAME BE FOUND TO INCLUDE ANY PORTION OF SAID LOT 7.
PARCEL NO.2:
mAT PORTION OF LOT 6, BLOCK 14, CITY OF SAN BERNARDINO. IN THE CITY OF SAN
BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CAUFORNIA, AS PER PLAT
RECORDED IN BOOK 7 OF MAPS, PAGE(S) 1, RECORDS OF SAID COUNTY. DESCRIBED AS
FOLLOWS:
BEGINNING AT A POINT 22 FEET EAST OF THE NORTHWEST CORNER OF LOT 6; THENCE
SOUTH 148-112 FEET, MORE OR LESS, TO THE SOUTH LINE OF LOT 6; THENCE EAST ALONG
THE SOUTH LINE OF SAID LOT 6, 5J .87 FEET, MORE OR LESS, TO THE WEST LINE OF LAND
BELONGING TO THE SAN BERNARDINO LODGE NO, 146 OF THE INDEPENDENT ORDER OF OPD
FELLOWS AS PER DEED RECORDED IN BOOK 'U' OF DEEDS, PAGE 415; THENCE NORTH 148-
112. MORE OR LESS, TO THE NORTH LINE OF LOT 6; THENCE WEST 51.87 FEET, MORE OR
LESS, TO THE POINT OF BEGINNING.
PARCEL NO. 3:
THAT PORTION OF LOT 6. BLOCK 14, OF THE CITY OF SAN BERNARDINO, IN THE CITY OF SAN
BER-"lARDINO, COUNTY OF SAN BERNARDINO, STATE OF CAUFORNlA. AS PER PLAT
RECORDED IN BOOK 7 OF MAPS, PAGE(S) I, RECORDS OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
BEGINNING AT A POINT 229.23 FEET WEST OF A POINT 41.25 FEET SOUTH OF THE
INTERSECTION OF THE CENTER LINE OF "C" STREET AND THlRD STREET OF SAID CITY;
THENCE SOUTH 14854 FEET; THENCE WEST 37.75 FEET; THENCE NORTH 148.54 FEET; THENCE
EAST 37,75 FEET TO THE POINT OF BEGINNING.
PARCEL NO.4
PARCEL A:
ALL THAT PORTION OF LOTS 6 AND 7, IN BLOCK 14, CITY OF SAN BERNARDINO, IN THE CITY
OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT
RECORDED IN BOOK 7 OF MAPS, PAGE(S) 1, RECORDS OF SAID COUNTY. DESCRIBED AS
FOLLOWS:
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COMMENCING AT A POINT 87 FEET WEST AND 100.70 FEET SOUTH OF THE NORTHEAST
CORNER OF SAID LOT 6; THENCE WEST 100.83 FEET. PARALLEL WITH THE NORTH LINE OF
SAID LOT 6; THENCE SOUTI-I 47.84 FEET. PARALLEL WITH THE EAST LINE OF SAID LOT 6;
THENCE WEST ALONG THE NORTH LINE OF LOT 7; 85.35 FEET TO A POINT WHICH IS 25.5
FEET EAST OF THE NORTHWEST CORNER OF SAID LOT 7; THENCE SOUTH PARALLEL WITH
THE WEST LINE OF SAID LOT. 35 FEET: THENCE WEST 3.5 FEET; THENCE SOUTH PARALLEL
WITH THE WEST LINE OF SAID LOT, 88.54 FEET TO A FOINT 25 FEET NORTH OF THE SOUTH
LINE OF SAID LOT; THENCE EAST PARAlLEL WITH THE SOUTH LINE OF SAID LOT, 190.45
FEET TO A POINT WHICH IS 87 FEET WEST OF THE EAST LINE OF SAID LOT: THENCE NORTH
PARALLEL WITH THE EAST LINE OF LOTS 7 AND 6, 171.22 FEET, MORE OR LESS, TO THE
POINT OF BEGINNING.
PARCEL B:
A PERPETUAL RIGHT OF WAY FOR PASSAGE OF FOOT PASSENGERS, TEAMS, AUTOMOBILES,
TRUCKS AND oTHER VEHICLES OVER AND ACROSS THE FOLLOWING PROPERTY:
THAT PORTION OF LOT 7. BLOCK 14. CITY OF SAN BERNARDINO. IN THE CITY OF SAN
BERNARDINO. COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA. AS PER PLAT
RECORDED IN BOOK 7 OF MAPS. PAGE(S) I, RECORDS OF SAID COUNTY. DESCRIBED AS
FOLLOWS:
BEGINNING AT A POINT ON THE EAST LINE OF LOT 7, WHERE SAID EAST LINE IS
INTERSECTED BY THE NORTH LINE OF THE EXISTING RIGHT OF WAY OF PACIFIC ELECTRIC
RAILWAY CO.; THENCE WEST ALONG THE NORTH LINE OF SAID RIGHT OF WAY 87 FEET,
MORE OR LESS. TO THE EAST LINE OF THE PROPERTY DESCRIBED AS PARCEL NO. 3 ABOVE;
THENCE NORTH 30 FEET; THENCE EAST 87 FEET. MORE OR LESS. TO THE EAST LINE OF SAID
LOT 7; THENCE SOUTH 30 FEET. TO THE POINT OF BEGINNING. AS CONVEYED BY MARTHA
L. KIPLINGER, ET AL., TO GEORGE M. COOLEY AS TRUSTEE. BY DEED RECORDED IN BOOI(
719, PAGE 130, OF DEEDS.
PARCEL NO.5:
ALL THAT PORTION OF LOTS 6 AND 7, BLOCK 14. OF THE CITY OF SAN BERNARDINO, IN THE
CITY OF SAN BERNARDINO. COUNTY OF SAN BERNARDINO. STATE OF CALIFORNIA, AS PER
PLAT RECORDED IN BOOK 7 OF MAPS, PAGE(S) I. RECORDS OF SAID COUNTY. DESCRIBED AS
FOLLOWS:
COMMENCING AT A POINT 87 FEET WEST OF THE NORTHEAST CORNER OF SAID LOT 6, BEING
THE NORTHEAST CORNER OF WHAT WAS KNOWN AS THE COX BUILDING; THENCE WEST
ALONG THE NORTH LINE OF SAID LOT 6. 100 FEET 10 lliCHES TO THE NORTHEAST CORNER
OF THE BUILDING FORMERLY OWNED BY THE INDEPENDENT ORDER OF ODD FELLOWS;
THE.NCE SOUTH 100.70 FEET; THENCE EAST 100.83 FEE.T PARALLEL WITH THE NORTH UNE
OF SAID LOT 6; THENCE NORTH 100.70 FEET TO THE POINT OF BEGINNING.
PARCEL NO.6;
THATPORTlON OF LOTS 6 AND 7. BLOCK 14, CITY OF SAN BERNARDINO. IN THE CITY OF SAN
BERNARDINO, COUNTY OF SAN BERNARDINO. STATE OF CALIFORNIA. AS PER PLAT
RECORDED IN BOOK 7 OF MAPS, PAGE(S) 1. RECORDS OF SAID COUNTY. DESCRIBED AS
FOLLOWS:
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COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 6; TlIEI'lCE WEST 86 FEET, MORE
OR LESS. TO THE NORTHEAST CORNER OF THE COX BUILDING, SO CALLED. ALSO KNOWN
AS THE CREAMERY BUILDING; THENCE SOUTH TO THE SOUTH UNE OF SAID LOT 7; THENCE
EAST TO THE SOUTIiEAST CORNER OF SAID LOT 7; THENCE NORTH TO THE POINT OF
BEGINNING.
SAVING AND EXCEPTING THEREFROM THAT PORTlON EMBRACBD WlTIDN RIGHT OF WAY
OF PACIFIC RAll..WAY COMPANY.
PARCEL NO.7:
THE EAST 3.5 FEET OF THE WEST 25.5 FEET OF THE NORTH 3S FEET OF LOT 7, BLOCK 14.
CITY OF SAN BERNARDINO, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN
BERNARDINO, STATE OF CAUFORNlA, AS PER PLAT RECORDED IN BOOK 7 OF MAPS. PAGE(S)
1, RECORDS OF SAID COUNTY.
,
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EXHIBIT" A"
THAT PORTION OF BLOCK 2 OF THE CITY OF SAN BERNARDINO. COUNTY OF SAN
BERNARDINO. STATE OF CALIFORNIA. AS PER PLAT RECORDED IN BOOK 7 OF MAPS. PAGE(S)
I. RECORDS OF SAID COUNTY. LYING SOUTHERLY OF 2ND STRBET. 82.5 FBEf WIDE,
EASTERLY OF ARll.OWHEAD AVENUE. 82.S FEET WIDE. (FORMERLY CRAFTObLSTREET).
WESTERLY OF MOUNTAIN VIEW AVENUE. 82.S FEET WIDE, <FORMERLY CAMEL STREET) AS
SHOWN ON SAID PLAT DESCRIBED ABOVE AND NORTHERLY OF KING STREET. (FORMERLY
BRIDGE STREET) AS SHOWN ON BEDFORD BROTHERS SUBDMSION PER PLAT RECORDED IN
BOOK 8 OF MAPS. PAGE 30. RECORDS OF SAID COUNTY.
EXCEPT THAT PORTION OF SAID BLOCK 2. DESCRIBED IN THE QillTCLAIM DEED FROM ROY
T. COE AND HBLEN C, COE, HUSBAND AND WIPE TO GEORGE EDWARD COE AND ROYNA
MAE COBB RECORDED AUGUST 24, 1967 IN BOOK 6873. PAGE 738. OFFICIAL RECORDS OF SAID
COUNTY. DESCRIBED AS FOu.oWS:
THAT UNSUBDlVlDED PORTION OF LOTS 4 AND S. IN CITY Bl.OCK 2. AS RECORDED IN BOOK
7 OF MAPS. PAGE I. OFFICIAL RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA,
DESCRIBED AS FOllOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 5. THENCE SOUTH 225 FEET; THENCE
NORTHEASTERLY TO A POINT 50 FEET SOUTH AND 184 FEET EAST OF THE POINT OF
BEGINNING; THENCE NORTHEASTERLY TO THE NORTIiEAST CORNER OF SAID LOT 5; THENCE
WEST TO THE POINT OF BEGINNING.
A PORTION OF SAID UND IS Al-'i0 SHOWN AS I.OTS 1 THROUGH 10, INCLUSIVE. OF BI.OCK
4. AND THE ALLEY VACATED ADJACENT TO SAID LOTS. OF BEDFORD BROTHERS
SUBDIVISION. AS PER PLAT RECORDED IN BOOK 3 OF MAPS. PAGE 84 AND BOOK g OF MAPS.
PAGE 30. RECORDS OF SAID COUNTY. ~
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P~4()~47
.....
RECEIVED !n'_
El'O~IO?:1JC ~EVELOFMENT
l,CENCY
'00 DCT 11 API 10 02
CITY OF
SAN BERNARDINO