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Home My WebLink About1991-299 , . 1 RESOLUTION NO. 91-299 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT BY AND BETWEEN THE CITY OF SAN 3 BERNARDINO, THE CITY OF SAN BERNARDINO REDEVELOPMENT AGENCY, CCMA, INC., AND THE CENTRAL CITY COMPANY. (Financing of Carousel) 4 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 5 OF SAN BERNARDINO AS FOLLOWS: 6 SECTION 1. The Mayor is hereby authorized and directed to 7 execute on behalf of said City an Agreement by and between the 8 City of San Bernardino, the City of San Bernardino Redevelopment 9 Agency, CCMA, Inc., a non-profit corporation, also known as 10 Central City Mall Merchants' Association, and the Central City 11 Company, a partnership. 12 SECTION 2. The authorization to execute the above- 13 referenced agreement is rescinded if the parties to the agreement 14 fail to execute it within sixty (60) days of the passage of this 15 resolution. 16 III 17 III 18 III 19 III 20 III 21 III 22 III 23 III . III 25 III 26 III 27 III 28 DAB/ses/Ma11.res June 5, 1991 1 1 RESOLUTION...AUTHORIZING THE EXECUTION OF AN AGREEMENT... THE CENTRAL CITY COMPANY. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 3 4 I HEREBY CERTIFY that the foregoing resolution was duly 5 adopted by the Mayor and Common Council of the City of San Bernardino at a reqular , 1991, by the following vote, to wit: 6 day of July 7 8 meeting thereof, held on the 1st Council Members: AYES NAYS ABSTAIN ESTRADA x REILLY x HERNANDEZ x MAUDSLEY x MINOR X POPE-LUDLAM X MILLER X 9 \-<,....~t~--;\,..'<j .7 The foregoing resolution is hereby approved ~is of July , 1991. Approved as to form and legal content: JAMES F. PENMAN, City Attorney BY)~ ~ DAB/ses/Ma11.res June 5, 1991 5th day ~d --------~ / 2 CENTRAL CITY MALL CAROUSEL AGREEMENT This Agreement is entered into on the !S-t,? day of r71f Y 1991, by and between the City of San Bernardino (the "city"), the city of San Bernardino Redevelopment Agency (the "Agency"), CCMA, Inc., a non-profit corporation, also known as Central city Mall Merchants' Association (the "Association"), and the Central City company, a partnership (the "Company"). 1. Aqencv Loan. The Agency hereby agrees to loan the Association the amount of Eight Hundred Seventy six Thousand Dollars ($876,000.00) on the following terms: a. Loan proceeds will be used exclusively for the purchase, delivery and installation of a carousel, of a superior quality, expenses related to the name change of the Central City Mall to the Carousel Mall, including necessary sign work, improvements in the public areas of the mall and its parking areas, improvements to the exterior of mall buildings, and marketing, promotion and other costs related to the change of the name of the Central city Mall to the Carousel Mall (the "Mall"). b. The term of the loan shall be ten (10) years, with the principal amount of the loan due at the conclusion of the ten year term, together with accrued interest thereon. The Association -1- or Company shall have the right to prepay all or part of the loan without penalty. Interest shall accrue at the rate of eight percent (8%) per annum from the date that the funds are advanced to the Association and will continue until the debt is paid in full. The loan will become immediately due and payable in the event that the Mall is sold by the Company at any time during the loan term. c. The Association shall pay. 25% of the principal loan amount to the Agency as a loan origination fee to cover the Agency I s administrative costs in entering into this Agreement. Said amount may be deducted by the Agency from the principal advanced. 2. Companv Guarantee. The Company hereby guarantees the full and faithful performance by the Association of its obligations to repay the loan specified in Paragraph 1 above, as well as all of the Association's other obligations contained in this Agreement. This guarantee shall be effective until all of the obligations of the Association contained herein are fully satisfied. 3. Mall Securitv. The parties hereto acknowledge that there is currently in effect a Mall Security Agreement which provides for various obligations of the parties with respect to security in the Mall. The following terms are intended to -2- supplement and/or amend the provisions of the Mall Security Agreement as applicable. a. The Central city 4 Theater lease expires on December 31, 1992. If the Company renews the theater lease beyond a month-to-month tenancy, the Company will, effective upon the date of such renewal, contribute Three Thousand Dollars ($3,000.00) per month to the Agency for additional security costs for each month during which the theater lease remains in effect. b. In order to enhance overall Mall security and to minimize problems generated by the presence of the theater, the company and the Agency each agree to contribute One Thousand Dollars ($1,000.00) per month, effective May 6, 1991, payable upon execution of this Agreement, with the first month's contribution to be prorated, for the purpose of providing additional security hours over and above those called for in the Mall Security Agreement. 4. Settlement of Dispute. It is acknowledged that the Association and the Agency have an ongoing dispute over approximately Seventy Thousand Dollars ($70,000.00) which the Association alleges is owed by the Agency to the Association. The Agency disputes such obligation. As and for a complete and full settlement of said claim, the Agency hereby agrees to pay to the Association the sum of Fifty Thousand Dollars ($50,000.00) and the Association agrees to accept the same in full settlement of the -3- prior dispute. upon receipt of said payment, the Association hereby releases the Agency from any claim arising out of the subject matter of said dispute. In addition, effective May 1, 1991, the Agency agrees to increase its payment to the Association with regard to Mall parking control to one-sixth (lj6th) of the current Mall parking control budget. 5. Association Contribution. In consideration of the mutual covenants contained in this Agreement, the Association hereby agrees to make a one-time contribution of Fifty Thousand Dollars ($50,000.00) to the San Bernardino city Fine Arts Commission to promote the arts and cultural activities in the City. Said payment will be made within ten (10) days of receipt of the $50,000 settlement amount set forth in Paragraph 4 above. 6. Company Expenses. The Company hereby agrees to pay the cost to staff the Information Center at the Mall, and to monitor the camera system and maintain and repair the closed- circuit TV camera system, all at an annual cost of not less than Fifty Thousand Dollars ($50,000.00). The Company agrees that, if a better state-of-the-art system is implemented, the Company will bear the cost of installation and operation thereof. 7. Carousel and Train Operations. The operational costs of the carousel and the train, including utilities, maintenance and security, will be the sole responsibility of the -4- v Association. All income from the carousel and train operations will go to the Association and will be used to offset operational costs, to retire the Agency loan or any future loans to replace or upgrade the Carousel, for advertising and promotion of the Mall and for improvements to the public areas of the Mall. The Association agrees to name the City and the Agency as additional insureds on its insurance policy for the carousel and train operations. 8. Settlement of Repair Obliqations. The Reciprocal December 24, 1970 Easement Agreement, dated Beeem~-~4,-~ge, between the City, the Redevelopment Agency of the City of San Bernardino, Central city Company, J.C. Penney Co., Inc., the Harris Company, Monwar Property corp., Upham Development Company and Connecticut General Mortgage and Realty Investments, requires the City and the Agency to repair and upgrade the Agency owned portions of the Mall. The Company contends that the City and/or Agency have not fulfilled all of their commitments with respect to repair, a contention which the city and Agency dispute. In order to resolve said disagreement, the Company and the Agency agree to have a qualified independent third party consultant review and investigate all public facilities at the Mall to determine the extent and estimated cost of necessary repairs and upgrading. a. The Agency agrees to take all necessary action, at its sole cost, to correct any repairs and deficiencies identified by the independent consultant and to consider any upgrading that -5- - z :J z::... r- ft c--< might be beneficial to the City and the Mall. The Agency shall take such actions wi thin a reasonable time after the report is rendered by the independent consultant. b. If the Company and the Agency disagree as to the selection of the consultant, or the amount or extent of repairs and/or upgrading, the matters at issue shall be submitted to an independent arbitrator mutually approved by Company and Agency for decision, subject to the rules of the American Arbitration Association. Said arbitration shall be binding. The Company and the Agency each agree to pay for one-half of the cost of the consultant and of any arbitration, if required. 9. Miscellaneous. a. This Agreement shall bind and inure to the benefit of the successors and assigns of each of the parties hereto. b. Each party agrees to perform any further acts and execute and deliver any documents which may be necessary to carry out the provisions or intent of this Agreement. c. This Agreement may be amended at any time by the unanimous written agreement of the parties hereto. No amendment or waiver of the terms hereof shall be valid unless contained in writing and executed by all of the parties to this Agreement. -6- d. The parties hereby agree that this Agreement has been executed and delivered in the state of California and shall be construed, enforced and governed by the laws thereof. e. In the event of any action, suit or proceeding brought under or in connection with this Agreement, the prevailing party or parties therein shall be entitled to recover and the other parties hereby agree to pay the costs and expenses of the prevailing party or parties in connection therewith, including reasonable attorneys' fees. f. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement. g. This Agreement contains the entire Agreement between the parties hereto pertaining to the subject matter hereof, with the exception of the other agreements referenced explicitly or implicitly herein. This Agreement supersedes all prior and contemporaneous agreements and understandings of the parties with respect to the matters resolved herein, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof, except as set forth or referred to herein. -7- [. I , '-. IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first above written. Attested: CITY OF SAN BERNARDINO // / /' y~ ---------- -- ~~/~ Cl. Y Clerk " ~~. W. ~----~ Attested: CITY OF SAN BERNARD REDEVELOPMENT AGEN Y {i/~~~ Agen secret,ry (. Approved as to Form: Agency special Counsel --- '::::' Sabo & Green CCMA, Inc., a non-profit corporation By: .r;/ [J :2-~-;r y CENTRAL CITY rtnership By: By: 1~0. /'"--~ SBEO\OOOl\00C\458 -8- CENTRAL CITY COMPANY 295 CENTRAL CITY MALL. SAN BERNARDINO. CA 92401 . TELEPHONE (7141 884-0100 YEARL Y SUMMARY PARKING CONTROL SYSTEM OPERA TING COST Period Endinq EXDenses 1/6 RDA Share Paid bv RDA Due from RDA 3/85 $ 50,018 $ 8,336 $ 5,400 $ 2,936 3/86 52,596 8,766 5,400 3,366 3/87 68,395 11,399 5,400 5,999 3/88 58,486 9,748 5,400 4,348 _ 3/89 72,482 12,080 5,400 6,680 3/90 73.246 12.207 5.400 6.807 Total $375.223 $ 62.536 $ 32.400 $ 30.136 z.lq/ GJ '?07 4 I~/ ">-",-1'1 I I 792... / 11 3 ~ 7 3S ) I certify that the above Parking Control System Operating Costs are true and correct as reflected in the attached annual audit reports for the years 1984 through 1988. attached Summary of Parking Control System Operating Costs for the period April 1. 1989 through March 31. 1989 and the Parking "Control Budget - April 1. 1990 through March 31. 1991." Wa 11 ace Green I ! ~'/~ - 4-L /'--'0 /U....... Date: April 6. 1990 ~~~ ~~~ ~ ~~J~~~ ~~ /~.-/ DEVELOPERS. OWNERS AND OPERA TORS OF CENTRAL CITY MALL I ! . . >. .. ?- /S.Q.,o l> AMO"MT /0 1. -r;, 7"A-L C"~IUG hc.c~ /., T61l.LST ~ 3-1 fS;- ~ ~.<f!6 1S2.~3."o $3 2'2.9.GoO , 3/~' ",sr:1S .60 (.5cr.S(. 7,2.SS. If. 3187 1;/2.5'1. t, 1/325.'1'2 /"1 ,S7Cf . S'~ 3111B I 8 ,'t2. 7 .s~ // li''f2 . 3"1 2" ~ 2..0 . 3 If . I ~/1'1 f,7, 'SOO .3Lf 2,7::)0." 3 30,2.5"0.37 sllfo 37pS7.37 3,705.1<-( 1-{076;;./I , -a/ort /..f7,S10 .11 4,75"7.01 S;l., 3-;1. 7./ ').. is S:J. / 32.7 . I ~ ~ 004 i 1./9/ 5/n/CfI ~ ~ 101. ~ ~...~-~ 4- ~ r ~ ti 3~,O'O() k ~ /$~o,C?Oo. ~