HomeMy WebLinkAboutR09-Economic Development Agency
-
,
'" .'
,
. .
AGENDA ITEM INFORMATION SUMMARY
'-(' ..
f/
JI.
GENERAL INFORMATION:
Subject ~ iC-."..' '- . / (, , /0. t
-/' _ '\ '7' /
",. 'Cleo) 1.,'0' ~ -1...,,,,-./ " '5 J::G;/J
Author !3" /,J. If Ex!.
Ward (. Project Area f) c ")
Budget Authorh~ 4'( ~/ ~ J 1'7 Y 9 - '7 (')
RDA MANAGEMENT REVIEW:
Committee CommlsslonlCouncll
Filing Dates II - I 5' - ~ '5 1/--,> Ifi7 - ;; '7
MeellngDates )1- LJ -r'? 1....:/-"1-:<-7
Funding Requirements 900 t'ln()
CITY DEPARTMENTAL REVIEW:
. . CLEARANCES:
DolO Do"
Yeo NlA .i.~". _,,~l"(I/- ~ '> -9 ')
.....1..1-2.8 - 01~ EJ 0
unang
/I~~7-8-1 0 G
Spacial Counl8l
1/-,:;;,';> - Y"i 0 D-
Cily Anomoy
0 r::r- Cily Adminlohlo'
Do"
By
RDA Commlt/ee recommendallon
c....;(, c\~ >i'M",) j7
r/
//-..:Jr-2 - v:)
By
INFORMATIONAL DATA FORWARDED TO CITY DEPARTMENTS/COUNCIL OFFICES:
Senllo
By
Dato
Mayo(s Office
Council Ward
Council Ward
Council Ward
... .....
Council Ward
Department
Department
COMMENTS/CONCERNS: Include pertinent comments and concerns of offices and persons clearing the
summary, such as controversIal Issues, lime constraints and funding compllcatlons.lndlcata dates when
action must be taken.
.
RDA -174
REV. 6-29-89
.cr
,
e
.
.
-
..
\
.
.
Redevelopment Agency · City of San Bernardino
300 North "D" Sttee~ Fourth Floor . San Bemordino, Co1ifcmia 92418
(714) 384-5081 FAX (714) 888-9413
Pride ./
ee.
NOVEMBER 27, 1989
AUTHORIZING THE EARLY PAYOFF OF THE
LOAN WITH FIRST INTERSTATE BANK
Synopsis of Previous Commission/Council/CommIttee Action:
09-09-86 Community Development Commission authorized the borrowIng of funds
not to exceed $1,500,000 for the acquisition of the shoppIng center
site.
Recommended MotIon:
(COMMUNITY DEVELOPMENT COMMISSION)
Move to authorIze the Agency staff to payoff, before the maturIty
date of February 20, 1994, the loan wIth First Interstate Bank for
the shopping center sIte In the Northwest Project Area.
Respectfully Submitted,
Executive Director
Supporting data attached: Yes
Funding requirements: $900,000
Ward: 6
Project: NW
Commission Notes:
1146A
Agenda of: December 4, 1989
Item No.:
"
,
.
.
.
.
,
.
.
Redevelopment Agency
S T A F F R E P 0 R T
On September 9, 1986, the Community Development Commission approved a
Resolution authorizing the borrowing of funds not to exceed $1,500,000 for the
acquisition of the Northwest Project Area shopping center site and on January
20, 1987 a Term Loan Agreement was entered into between the Agency and First
Interstate Bank of California.
A total of $1,300,000 was borrowed from First Interstate with monthly payments
to be made until February 20, 1994 when the loan is due in full. Monthly
payments of principal ($12,500) plus variable interest have been paid by the
Agency since February 20, 1987 and the current principal balance is $875,000.
Due to the fact that the interest rate on the unpaid principal balance is at
the rate of one-half of one percent per annum in excess of the Bank's Prime
Rate, and has been as high as 121, it is recommended that the loan be retired
before the maturity date. As the Agency has been earning interest on the
unpaid balance since February 1987 at a rate of between 5.61 and 9.251, which
is lower than the interest rate payable, an early payoff, based upon current
conditions, will result in an approximate savings of $100,000 in interest
expense. The loan with First Interstate Bank further requires that the Agency
maintain a compensating balance of 51 in the checking account and unreserved
fund balances of not less than $75,000,000, which has been maintained by the
now defeased Mortgage Revenue Bonds. These last two requirements will also
disappear with the payoff of the loan.
The funds to retire this note have been allocated in the pending 1989-90
Agency Budget and must be borrowed from the State College project area. Also,
there are no penalties for early retirement of this loan.
Attached, for your review, is a monthly listing of the Bank's Prime Rate since
February 1987 and the corresponding interest expenses, the declining principal
balance and the estimated interest earned.
, . .
~ ,
Redevelopment Agency
,
. Bank's Prime Rate Summary
Period Prlme Rate Interest Expense Balance Interest Earned"
1-20-87 7.5% $1,300,000 (5.6%)
2-20-87 7.5% $ 8,956 (8.0) 1,287,500 $6,067 (5.6)
3-20-87 7.5% 7,989 (8.0) 1,275,000 6,008 (5.6)
3-21-87 to
4-1-87 7.5%
4-2-87 to
4-20-87 7.75% 8,920 (8.25) 1,262,500 6,109 (5.75)
4-21-87 to
4-30-87 7.75%
5-1-87 to
5-14-87 8.0%
5-15-87 to
5-20-87 8.25% 8,835 (8.5) 1,250,000 6,049 (6.3)
. 6-20-87 8.25% 10,052 (8.75) 1,237,500 6,563 (6.25)
7-20-87 8.25% 8,410 (8.75) 1,225,000 6,445 (6.2)
8-20-87 8.25% 9,218 (8.75) 1,212,500 6,329 (6.25)
8-21..,87 to
9-3-87 8.25%
9-4-87 to
9-20-87 8.75% 9,696 (9.25) 1,200,000 6,315 (6.55)
9-21-87 to
10-6-87 8.75%
10-7-87 to
10-20-87 9.25% 8,929 (9.25) 1,187,500 6,550 (6.75)
10-22-87 to
11-4-87 9.0%
.
f . .
\ ,
Redevelopment Agency
e Perlod PrIme Rate Interest Expense Balance Interest Earned"
11-5-87 to
11-20-87 8.75t 9,931 (9.5) 1,175,000 6,680 (6.5)
12-20-87 8.75t 9,232 (9.25) 1 ,162,500 6,365 (6.5)
1-20-88 8.75t 8,948 (9.25) 1,150,000 6,297 (6.4)
1-21-88 to
2-1-88 8.75t
2-2-88 to
2-20-88 8.5t 9,572 (9.0) 1,137,500 6,133 (6.25)
3-20-88 8.5t 7,950 (9.0) 1,125,000 5,924 (6.25)
4-20-88 8.5t 8,425 (9.0) 1,112,500 5,859 (6.25)
4-21-88 to
5-10-88 8.5t
5-11-88 to
5-20-88 9.0t 8,325 (9.0) 1,100,000 5,794 (6.45)
e 6-20-88 9.0t 9,134 (9.5) 1,087,500 5,913 (6.5)
6-21-88 to
7-13-88 9.0t
7-14-88 to
7-20-88 9.5t 8,596 (9.5) 1,075,000 5,891 (7.1)
7-21-88 to
8-10-88 9.5t
8-11-88 to
8-20-88 10.0t 9,924 <10.0) 1,062,500 6,360 (7.65)
9-20-88 10.0t 9,137 <10.5) 1 ,050,000 6,773 (7.7)
10-20-88 10.0t 9,169 <10.5) 1,037,500 6,738 (7.75)
11-20-88 10.0t 9,687 <10.5) 1,025,000 6,701 (7.85)
11-21-88 to
11-27-88 10.0t
e
{ . .
, ,
Redevelopment Agency
. Period Prime Rate Interest Expense Balance Interest Earned.
11-2B-BB to
12-20-88 10.5% 8.968 (J 1. 0) 1.012.500 6,705 (8.15)
1-20-89 10.5% 9.572 (11. 0) 1,000.000 6,877 (8.75)
1-21-89 to
2-9-89 10.5%
2-10-89 to
2-20-89 11.0% 9.747 (11. 0) 987.500 7.292 (8.55)
2-21-89 to
2-23-89 11.0%
2-24-89 to
3-20-89 11.5% 8.979 (12.0) 975.000 7.036 (9.05)
4-20-89 11.5% 10.058 (12.0) 962.500 7,353 (9.25)
5-20-89 11.5% 10.267 (12.0) 950.000 7,419 (9.0)
5-21-89 to
6-4-89 11. 5%
e 6-5-89 to
6-20-89 11.0% 9,167 (12.0) 937.500 7,125 (8.7)
7-20-89 11.0% 8,766 (11. 5) 925.000 6.797 (7.9)
7-21-89 to
7-30-89 11.0%
7-31-89 to
8-20-89 10.5% 9.186 (11.0) 912.500 6.090 (7.75)
9-20-89 10.5% 8.349 (11.0) 900.000 5,893 (7.95)
10-20-89 10.5% 8.227 ( 11.0) 887.500 5.963 (8.0)
11-16-89 10.5% 8.403 ( 11.0) 875.000 5.917 (8.75)
Total 308,724 218.330
. Estimated interest earned was computed on the outstanding balance for thirty
days at the hIghest rate available for that periOd of time. Thirty day rates
could be anywhere from -0- to 2.5% lower than the rate shown in brackets.
Interest expense ran an estimated $90.000 higher than interest earned to date.
e
,
.
.
.
f
.
f( :'':::state
Bank
.
Flrllllnlerlllale Bank
01 Callfornle
San Bernardino Main Office
Box 1449
San Bernardino, CA 92401
714 384-4400
......'1'
November 16, 1989
...~
Redevelopnent Agency
of the City of San Bernardino
300 North "D" Street - 4th Floor
San Bernardino, CA 92418
Attn: Karen
PriIre Interest Rate for each period fran 1/20/87 to present:
1/20/87-2/20/87 7.50
2/21/87-3/20/87 7.50
3/21/87-4/1/87 7.50
4/2/87-4/20/87 7.75
4/21/87-4/30/87 7.75
5/1/87-5/14/87 8.00
5/15/87-5/20/87 8.25
5/21/87-6/20/87 8.25
6/21/87-7/20/87 8.25
7/21/87-8/20/87 8.25
8/21/87-9/3/87 8.25
9/4/87-9/20/87 8.75
9/21/87-10/6/87 8.75
10/7/87-10/20/87 9.25
10/21/87 9.25
10/22/87-11/4/87 9.00
11/5/87-11/20/87 8.75
11/21/87-12/20/87 8.75
12/21/87-1/20/88 8.75
1/21/88-2/1/88 8.75
2/2/88-2/20/88 8.50
Ire go the exJm mile jJr you,"
-
,
(
,
.
Please call if additional infOJ:l'll:ltion is required.
e ('. JiMt Iti;rL1
C. Northington
Admin. Asst.
.
e
e
e
i
.
( ;' a;- ,-,
, ~.,...-
.
,
?
TERM LOAN ~~EMNT
THIS AGREEMENT, entered this .jbT!! day
.___ r_
of January, 1987, by
and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO, a public agency as defined under California Health and
Safety Code Section 33003 (herein referred to as "Agency") and
FIRST INTERSTATE BANK OF CALIFORNIA, a California banking
corporation (herein referred to as "Bank").
RECITALS
Agency desires to obtain a term loan from Bank in the sum of
One Million Five Hundred Thousand and No/100 Dollars
($1,500,000.00); and
Bank is willing to lend to Agency the amount hereinabove
specified upon the representations and warranties and subject to
the terms and provisions hereinafter set forth.
Therefore, in consideration of these Recitals and of the
mutual covenants and conditions herein contained, the parties
hereto agree as follows:
e
e
e
. I
.
\
.
SECTION 1
DEFINITIONS AND ACCOUNTING TERMS
1.1 DEFINITIONS. The following terms, as used in this
Agreement, shall have the following meanings, unless the context
clearly indicates otherwise:
"Agreement" means this Term Loan Agreement.
"Average Daily Collected Balances" shall mean the daily
average during any period of the net collected balances in demand
deposit accounts, less any deposits required by Bank, in
accordance with its standard practices and procedures, to
eliminate service charges based on account usage or any other
service to Agency (other than loans hereunder).
"Cash Flow" means the excess of Revenues over
Expenditures in a Project Area. Revenues include but are not
limited to tax apportionments, interest income, grants, developer
contributions, and loans from other projects. Expenditures
include but are not limited to, operating expenses, site
improvements, project costs, financing costs, and administrative
allocations, but excludes interest and principal on term debt.
"Consolidated" means the consolidation of the accounts
of Agency in accordance with Generally A~cepted Accounting
Principles, including principles of consolidation.
-2-
\
,
.
.
'4It "Consolidated CUrrent Assets" means, at any date, all
assets of Agency, that in conformity with Generally Accepted
Accounting Principles applied on a consistent basis, abouldbe
classified as current assets at such date.
.
.
"Consolidated Current Liabilities" means, at any date,
all liabilities of Agency that in conformity with Generally
Accepted Accounting Principles applied on a consistent basis,
should be classified as current liabilities at such date.
"Consolidated Net Worth" means the excess of total
assets over Total Debt of Agency determined in accordance with
Generally ACCepted Accounting Principles on a consolidated basis
excluding, however, from the determination of total assets (i) all
assets which would be classified as intangible assets under
Generally Accepted Accounting Principles, including, without
limitation, goodwill (whether representing the excess cost over
book value of assets acquired or otherwise), patents, trademarks,
trade names, copyrights, franchises and deferred charges
(inCluding, without limitation, unamortized debt discount and
expense, organization costs and research and product development
costs), and (ii) to the extent not already deducted from total
assets, reserves for depreciation, depletion, obsolescence and/or
amortization of properties and all other reserves or appropriation
of retained earnings which, in accordance with Generally Accepted
Accounting Principles, should be established in connection with
the business conducted by the relevant corporation.
-3-
.
.
.
,~
t
.
\
.
"Event of Default" means any act or occurrence specified
as an Event of Default in Section 7 hereof.
"Fixed Charges" means, within a Project Area, the sum of
principal and interest payments which were required to be paid on
long term obligations.
"Generally Accepted Accounting Principles" means
generally accepted accounting principles and practices as
consistently applied by Agency and the firm of independent
certified public accountants regularly employed as Agency's
auditors.
"Plan" means an employee benefit plan maintained for
employees of Agency and subject to the provisions of ERISA.
"Prime Rate" is an index rate which Bank establishes
from time to time in connection with pricing certain of its loans.
Bank may make loans at, above, or below its stated index rate.
Information on the current index rate can be obtained by
contacting Bank.
:
"Project Area" means those entities which comprise the
various funds and programs of the Agency, including those which
are listed on Exhibit "B."
-4-
'.
.
.
<
.
.
"Times Fixed Charges Covered Ratio" means the ratio of
Cash Flow to Fixed Charges.
"Total Debt" means, on a consolidated basis of Agency
and its Subsidiaries, the total of all items of indebtedness,
obligation or liability (including, without limitation,
indebtedness, obligation or liability secured by a mortgage,
pledge, lien, security interest or other encumbrance on their
respective properties whether or not assumed by Agency of Agency,
as determined in accordance with Generally Accepted Accounting
Principles.
1.2 ACCOUNTING TERMS. All accounting terms not specifically
defined herein shall be construed in accordance with Generally
Accepted Accounting Principles, and all financial data submitted
pursuant to this Agreement shall be prepared in accordance with
such principles.
SECTION 2
THE LOAN
2.1 THE LOAN. Subject to all of the terms and provisions of
this Agreement, Bank agrees to grant a loan to Agency in the
principal amount of One Million Five Hundred Thousand and No/100
Dollars ($1,500,000.00).
-5-
\
.
.
e
2.2 THE NOTE. Said loan shall be evidenced by a promissory
note of Aqency (herein referred to as "Note") in substantially the
form attached hereto as Exhibit "A" with appropriate insertions,
~ ~~ated of even date herewith and maturinq in eighty-three
<, , i
? I ~ 1(83) successive monthly princ~~~~ stallments of Twelve Thousand
~ ~ :.: Five. Hundred and No/I00 TJd,:'S<;" . $12., 00.00), commencing on
~ ~ ; fee.~()"ey ~ tfi.. - ~
'" , .~R la1'y.::I:!E.., 1987, inui q -On the ~TiI day of each month
, . ~
/~D
of each year until ~, 1994, on which last mentioned date
the full amount of principal and interest remaining unpaid on the
Note shall be due and payable.
The Note shall bear interest from,the date hereof on the
r~unpaid principal balance at the rate of one-half of one percent
S, fjJ !( .50%) per annum in excess of Bank's Prime Rate in effect from.;," !~7
itime to time. Interest on said Note shall be payable monthly on ,:' / d /
\~ / .JbT/;I ~.... {ee;zvII Cy;.O ~. ,-. !
f~ J i the las1l day each month of each year commencing .Jamtary .+t:., 1981/. fj1--;;r
I Should interest not be paid when due, it shall thereafter bear .~
like interest as the principal. Any extension of time for payment
of principal or of interest on said Note resulting from the due
date falling on a Saturday, Sunday or leqal holiday, shall be
included in the computation of interest.
2.3 COMPUTATION OF INTEREST. The rate of interest
e
applicable to said Note shall change, if and when the Prime Rate
of Bank changes, and interest in each instance shall be computed
on the basis of a year of 360 days for the actual number of days
elapsed.
-6-
e
e
e
,
.
.
2.4 PREPAYMENT OF THE NOTE. Agency may prepay the Note,
without premium or penalty, in whole at any time or from time to
time in part with accrued interest to the date of such prepayment
on the amount prepaid, provided, that any such partial prepayment
shall be applied against the installment or installments of unpaid
principal of said Note in the inverse order of maturity.
2.5 COMPENSATING BALANCES. As additional compensation to
Bank, Agency shall maintain during each calendar month from the
date of this Agreement to the payment in full of the Note, Average
Daily Collected Balances with Bank in an amount equal to five
(5) percent of the average outstanding principal balance owing
during the same calendar month. Bank shall, within twenty
(20) days following the end of each calendar month, send to Agency
a statement Showing the Average Daily Collected Balances
maintained by Agency with Bank during such month. In the event
that during any calendar month Agency shall fail to maintain
compensating balances as hereinabove provided, Agency shall pay
Bank on demand a balance deficiency fee with respect to such
calendar month. Such fee shall be computed by Bank at an annual
rate equal to the average daily Prime Rate plus one (1) percent in
effect during such calendar month, on the amount by which the
Average Daily Collected Balances during such month or portion
thereof were less than the balances required to be maintained
under this section.
-7-
.
~J
2.6 FEES. As additional compensation to Bank, Agency agrees
-.I?OOO .tX>
to pay Bank a fee of $15,999.99. This fee is to be paid to Bank
.
,
at the time loan funds are disbursed.
SECTION 3
CONDITIONS PRECEDENT TO LOAN
Bank's obligation to grant the loan hereunder is subject to
the fulfillment of the following conditions precedent:
3. 1 DOCUMENTS. Bank shall have received all of the
following in form and substance satisfactory to it:
A. Instruments. The Note of Agency drawn to the order
. of Bank and any other document Bank reasonably requests.
B. Corporate Action. Certified copies of resolutions
of the governing body of Agency approving and authorizing the
execution, delivery and performance of this Agreement, the Note
and all other documents provided for herein and all other actions
to be taken by Agency hereunder or thereunder.
C. Opinion of Counsel. The written opinion of counsel
for Agency, acceptable to Bank, in form and substance satisfactory
to Bank, to the effect that:
(1) Agency is duly organized, validly existing and
in good standing under the Community Redevelopment and Housing
laws of the State of California without limitation on the duration
of its existence and is duly licensed or qualified thereunder and
. is in good standing in all jurisdictions. wherein the character of
-8-
e
.
.
.-
~
-
-
.
.
.
the property owned or the nature of the business transacted makes
such licensinq or qualification necessary.
(2) Aqency is duly authorized under the law, and
its By-Laws to execute and carry out this Aqreement, the Note and
all other documents provided for herein; the same have been duly
authorized by all necessary corporate action and do not require
the consent or approval of any qovernmental body, aqency or
authority; and this Aqreement, the Note and all other documents
provided for herein, when executed and delivered for value
received, will be leqal, valid and bindinq obliqations of Aqency,
enforceable aqainst Aqency, in accordance with their respective
terms, except as limited by applicable bankruptcy, insolvency,
reorqanization, moratorium or other similar laws affectinq the
riqhts of creditors qenerally.
(3) There is no By-Law nor any indenture, contract
or aqreement to which Aqency is a party, nor any statute, rule or
requlation bindinq on Aqency, nor any judqment, order or decree of
any court or arbiter, which, to the knowledqe of such counsel,
would be contravened by the execution and delivery of this
Aqreement or of the Note or any other documents provided for
herein, or by the performance of any term, provision or covenant
of Aqency contained herein or therein.
D. Ordinance of Legislative Body. A certified copy of
the ordinance required to be filed with the office of the
Secretary of State pursuant to Section 33102 of the California
Health and Safety Code.
-9-
.
.
.
-
-
-
--
-
~-
.
.
E. Collateral Assignment And Security Agreement. A
Collateral Assignment and Security Agreement executed by Agency in
substantially the form attached hereto as Exhibit "C."
3.2 REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained in Section 4 of this Agreement are true and
correct on and as of the date of this Agreement.
3.3 EVENTS OF DEFAULT. No event of default under, and no
event of which, with the giving of notice or the lapse of time or
both, would constitute an Event of Default under Section 7 of this
Agreement, shall have occurred and be continuing.
3.4 APPROVAL OF BANK COUNSEL. All legal matters incident to
or in connection with the transactions hereby contemplated shall
be satisfactory to counsel for Bank.
SECTION 4
REPRESENTATIONS AND WARRANTIES
Agency represents and warrants that:
4.1 AGENCY EXISTENCE. Agency is duly organized and validly
existing under the Community Redevelopment and Housing laws of
California, is in good standing therein, is duly licensed or
qualified in all jurisdictions wherein the character of the
property owned or the nature of the business transacted by it
-10-
e
e
e
.
.
makes licensing or qualification necessary, and is duly
authorized, qualified and licensed under all applicable laws,
regulations, ordinances or orders of public authorities to carry
on its business in the places and in the manner presently
conducted. Agency has the power to make this Agreement and the
Note and to borrow hereunder.
4.2 AGENCY AUTHORIZATION. The execution, delivery and
performance by Agency of this Agreement and the Note have been
duly authorized by all necessary Agency action, and neither the
making and performance by Agency of this Agreement or Note will
violate any provision of law, rule, regulation, order, writ,
judgment or decree applicable to Agency, or of the By-Laws of
Agency nor result in the breach of or constitute a default under
any indenture or bank loan or credit agreement, or any other
agreement or instrument to which Agency is a party or to which any
of its property is subject.
4.3 FINANCIAL STATEMENTS. The consolidated balance sheets,
as at June 30, 1986, and the comparative consolidated statements
of income and retained earnings for said fiscal year, together
with the report thereon by Eadine and Payne, independent certified
public accountants, heretofore furnished to Bank are complete and
correct and fairly present the consolidated financial position of
Agency as at said respective dates and the results of operations
for the respective periods indicated. Said financial statements
have been prepared in accordance with Generally Accepted
-11-
e
e
e
.
.
Accounting Principles and practices consistently followed in the
periods covered hereby.
4.4 FINANCIAL CONDITION. Since June 30, 1986, there has
been no materially adverse change in the condition of Agency,
financial or otherwise, from that set forth in said financial
statements as at June 30, 1986, and Agency has no contingent
liabilities of any substantial amount which are not reflected in
said financial statements or the footnotes thereto. Since
June 30, 1986, Agency has not entered into, incurred or assumed
any long-term debt, mortgages, leases or oral or written
commitments, nor commenced any significant project, except for
developments which will create more tax increments '(and thus
revenues for Agency) than Agency is obligated to extend.
4.5 ASSETS. Agency has good and marketable title to all
property and assets reflected in the balance sheet referred to in
Section 4.3 of this Agreement, except property and assets sold or
otherwise disposed of in the ordinary course of business
subsequent to that date. Agency does not have any outstanding
liens or encumbrances on any of its properties or assets nor are
there any security agreements to which Agency is a party, or title
retention agreements, whether in the form of leases or otherwise,
of any personal property except as reflected in said financial
statements referred to in Section 4.3 of this Agreement.
-12-
.
.
.
.
4.6 LITIGATION. There are no actions, suits, proceedings or
investigations pending or to the knowledge of Agency upon
reasonable inquiry threatened against or affecting Agency at law,
in equity, or before or by any governmental department,
commission, board, bureau, agency, or instrumentality, domestic or
foreiqn, which if adversely determined w~uld have a materially
adverse affect on the business or condition of Agency and Agency
is not in default in any material respect with respect to any
order, writ, injunction or decree of any of the foregOing.
4.7 BURDENSOME PROVISIONS. Agency is not a party to any
indenture, agreement, instrument or lease, or subject to any
charter, by-law, or other restriction, or any law, rule,
requlation, order, writ, judgment or injunction, materially and
adversely affecting the business, operations, properties or assets
of Agency.
4.8 OTHER AGREEMENTS. Agency is not in default in the
performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any debenture, note or other
evidence of indebtedness of Agency or in any indenture or
agreement of Agency.
4.9 THE LOAN. This Agreement and the Note and other
documents delivered pursuant to this Agreement will, when executed
and delivered, constitute valid and binding obligations of Agency,
. enforceable against Agency in accordance with their respective
-13-
.
.
.
.
.
.
terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
rights of creditors generally. Agency will duly and punctually
pay the principal and interest on the Note to be outstanding
hereunder according to the terms thereof and hereof.
4.10 REGULATION U. No part of the proceeds of the loan
granted hereunder will be used to purchase or carry any margin
stock (Within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System) or to extend credit to
others for the purpose of purchasing or carrying any margin stock..
Agency is not engaged principally in or as one of its important
activities, the business of extending credit for the purpose of
purchasing or carrying any such margin stock. If requested by
Bank, Agency will furnish Bank a statement in conformity with the
requirements of Federal Reserve form U-l referred to in said
Requlation.
SECTION 5
AFFIRMATIVE COVENANTS OF AGENCY
Agency covenants and agrees that until the full and final
payment of the Note, unless Bank waives compliance in writing,
Agency will:
-14-
. ,
.
.
.
.
.
.
5.1 FINANCIAL STATEMENTS.
A. Within ninety (90) days after the end of .ach of
Aqency's fiscal years, deliver to Bank complete copi.s of its
audit reports, which report shall include at least a consolidated
balance sheet as of the close of each such fiscal year and
consolidated statements of income and retained earninqs for each
such fiscal year, as at the end of said fiscal year, toqether with
the report by a firm of independent certified public accountants
acceptable to Bank, which financial statements shall fairly
reflect the financial condition and operations of Aqency, toqether
with a certificate of said accountants to the effect that, in
makinq the examination necessary for their audit of the financial
affairs of Aqency for such fiscal year, they have obtained no
knowledqe of any violation of any of the terms or provisions of
this Aqreement or of the occurrence of any condition, event or act
which, with or without notice or lapse of time, or both, would
constitute an Event of Default specified in Section 7, or, if such
accountants shall have obtained know1edqe of any such violation,
condition, event or act, the nature and status thereof.
B. Deliver such additional information as Bank from
time to time reasonably may request with respect to the business
affairs and financial condition of Aqency.
5.2 USE OF PROCEEDS OF LOAN. Use the proceeds of the loan
to be made by Bank to it hereunder to purchase land located in
-15-
.
.
~ San Bernardino, California, for eventual development of a shopping
center.
5.3 MAINTENANCE OF AGENCY EXISTENCE. Remain in and continue
to operate substantially the same line of business presently
engaged in; maintain and preserve its agency existence and all
rights, privileges and franchises necessary or desirable in the
conduct of is business; and conduct its business in an orderly,
efficient and customary manner.
5.4 MAINTENANCE OF PROPERTIES. Maintain, preserve and keep
all its properties and assets necessary or useful in its business
in good working order and condition.
~
5.5 COMPLIANCE WITH LAWS. Comply with the requirements of
all applicable laws, rules, requlations and orders of any
governmental authority, except where contested in good faith and
by appropriate proceedings.
5.6 TAXES AND CLAIMS. Pay and discharge promptly all taxes,
assessments and governmental charges or levies imposed upon it or
-
upon its income or profits or upon any properties belonging to it,
prior to the date on which penalties attach thereto, and pay all
lawful claims for labor, materials and supplies that, if unpaid,
might become a lien or charge upon its property, provided that
Agency shall not be required to pay any such tax, .ssessment,
~ charge, levy or claim if the amount, applicability or validity
-16-
e
e
e
.
.
thereof shall currently be contested in qood faith and by proper
proceedings and if the Agency shall have set aside on its books
and shall maintain adequate reserves for the payment of the same
in conformity with Generally Accepted Accounting Principles.
5.7 INSURANCE. Obtain and maintain insurance with
responsible companies in such amounts and against such risks as is
usually carried by corporations engaged in similar businesses
similarly situated and furnish Bank on request full information as
to the insurance maintained by Agency.
5.8 NOTICE OF DEFAULTS. Give prompt written notice to Bank
of any Event of Default as defined in Section 7 of this Agreement
or of any event of default arising in any other agreement or
indenture entered into by Agency, or of any other matter which has
resulted in or might result in a materially adverse change in its
financial condition or operations.
5.9 CHANGES IN MANAGEMENT. Give prompt written notice to
Bank of any changes in the following senior management positions
of Agency: Chairman and Executive Director.
5.10 NOTICE OF LITIGATION. Give prompt notice of any claim,
action or proceeding which would, in the event of an unfavorable
outcome, have a material adverse effect on the financial condition
of Agency.
-17-
.
.
~ 5.11' RECORDS. Keep and maintain full and accurate accounts
and records of its operations according to Generally Accepted
Accounting Principles and practices and permit Bank and its
designated officers, employees, agents and representatives, at
Bank's own expense, to have access to such accounts, records and
operations and to make examinations thereof at all reasonable
times.
.
5.12 EXECUTION OF OTHER DOCUMENTS. Do, execute, acknowledge
and deliver, or cause to be done, executed, aCknowledged and
delivered, all and every such further acts, covenants, assurances
or further instruments and documents as Bank may reasonably
request in order to carry out the intent and purpose hereof.
5.13 TIMES FIXED CHARGES COVERED RATIO. For each fiscal
year, beginning with the fiscal year ending June 30, 1987, the
Northwest Project shall maintain a minimum Times Fixed Charges
Covered Ratio of 1.25 to 1.00. In the event that this Times Fixed
Charges Covered Ratio is less than 1.25 to 1.00, Agency agrees to
cause funds to be lent to the Northwest Project from other funds,
in sufficient amounts to increase Cash Flow such that the Times
Fixed Charges Covered Ratio requirement is satisfied.
5.14 MAINTENANCE OF CONSOLIDATED NET WORTH. At all times
maintain a ratio of Consolidated Net Worth to Consolidated Total
Debt of no less than .75 to 1.00.
e
-18-
e
.
.
.
.
5.15 MAINTENANCE OF CONSOLIDATED UNRESERVED FUND BALANCES.
At all times maintain Unreserved Fund Balances of not less than
Seventy-Five Million Dollars ($75,000,000.00).
SECTION 6
NEGATIVE COVENANTS OF AGENCY
Agency covenants and agrees that until the full and final
payment of the Note, unless Bank waives compliance in writing,
Agency will not:
6.1 ENCUMBRANCES AND LIENS. With respect to the Northwest
Project, create, assume or suffer to exist any mortgage, deed of
trust, pledge, encumbrance, security interest or other lien,
Charge or encumbrance, inclUding the lien of an attachment,
judgment or execution, securing a charge or obligation on or of,
or execute or allow to be filed any financing statement affecting,
any or all of its property, real, personal or mixed, whether now
owned or hereafter acquired, except:
A. Liens or charges for current taxes, assessments or
other governmental charges which are not delinquent or which
remain payable without penalty, or the validity of which is
contested in good faith by appropriate proceedings upon stay of
execution of the enforcement thereof, provided Agency shall have
set aside on its books and shall maintain adequate reserves for
the payment of same in conformity with Generally Accepted
Accounting Principles.
-19-
.
.
~ B. Liens, deposits or pledges made to secure statutory
obligations, surety or appeal bonds, or bonds for the release of
attachments or for stay of execution, or to secure the performance
of bids, tenders, contracts (other than for the payment of
borrowed money), leases or for purposes of like general nature in
the ordinary course of its business.
C. Purchase money security interests for property
hereafter acquired, conditional sale agreements, or other title
retention agreements, with respect to property hereafter acquired,
provided, however, that no such security interest or agreement
shall extend to any property other than such after-acquired
property and provided further, such acquisitions do not exceed the
limits on fixed asset expenditures as provided in Section 6.9
~ hereof.
6.2 CONSOLIDATION AND MERGER. Liquidate or dissolve or
enter into any consolidation, merger, partnership, joint venture,
syndicate or other combination.
~
6.3 LOANS. GUARANTEES, INVESTMENTS. Make any advance, loan
or extension of credit to nor become a guarantor or surety for any
person, firm or corporation, or purchase, or make any commitment
to purchase, any stock, bonds or other securities of any person,
firm or corporation; excluding, however, from the operation of
this covenant investments in direct obligations of the United
States of America or of any state, U.S. federal agency obligations
-20-
-- ------------- -~
---W'"
---
.
.
4IIt and commercial paper designated as "prime" by the National Credit
Office of Dun & Bradstreet.
6.4 ACQUISITIONS. Purchase or acquire nor incur liability
for the purchase or acquisition of any or all of the assets or
business of any person, firm or corporation.
6.5 DEFAULT UNDER OTHER AGREEMENTS OR INDENTURES. Commit or
do, or fail to commit or do, any act or thinq which would
constitute an event of default under any of the terms or
provisions of any other aqreement or indenture, contract, document
or instrument executed, or to be executed by it.
e
SECTION 7
EVENTS OF DEFAULT
7.1 EVENTS OF DEFAULT. If one or more of the following
described Events of Default shall occur:
A. Aqency shall default in the punctual payment of any
installment of principal of the Note when due or interest on the
Note when due; or
B. Any of the representations or warranties made by
Agency herein or in any certificate or financial or other
statements heretofore or hereafter furnished by or on behalf of
Aqency in connection with the makinq of this Aqreement or the
grantinq of the loan hereunder or pursuant to this Aqreement shall
e
-21-
e
e
e
.
.
be false or misleadinq in any material respect at the time made;
or
C. Aqency shall fail to perform or observe any other
covenant, term, provision, condition, aqreement or obliqation of
this Aqreement; or
D. Aqency shall fail to perform or observe any of the
covenants, terms, provisions, conditions, aqreements or
obliqations under any other aqreement, indenture, document, note
or other instrument (includinq, but not limited to the qenerality
of the foreqoinq, other indebtedness owinq to Bank) executed or to
be executed by Aqency; or
E. Aqency shall become insolvent; or admit in writinq
its inability to pay its debts as they mature; or fail qenerally
to pay its debts as they become due; or make an assiqnment for the
benefit of creditors or commence a case for its dissolution; or
apply for or consent to the appointment of or takinq possession by
a trustee, liquidator, assiqnee, custodian, sequestrator or
receiver (or similar official) for it or for a substantial part of
its property or business; or shall take any corporate action in
furtherance of any of the foreqoinq; or
F. A trustee, liquidator, assiqnee, custodian,
sequestrator or receiver (or similar official) shall be appointed
for Aqency or for a substantial part of its property or business
without its consent and shall not be discharqed within thirty (30)
days after such appointment; or
G. Any qovernmental aqency or any court of competent
jurisdiction at the instance of any qovernmental aqency other than
-22-
.
.
.
.
.
in the normal course of operations shall assume custody or control
of the whole or any substantial portion of the properties or
assets of Agency and shall not be dismissed within thirty (30)
days thereafter; or
H. Any money judqrnent, writ or warrant of attachment,
or similar process shall be entered or filed against Agency or any
of its properties or other assets and shall remain unvacated,
unbonded, or unstayed for a period of fifteen (15) days or in any
event later than five (5) days prior to the date of any proposed
sale thereunder; or
I. A bankruptcy, reorganization, insolvency, or
liquidation case or other case for relief under any bankruptcy law'
or any law for the relief of debtors shall be commenced by or
against Agency and, if instituted against Agency, shall not be
dismissed within thirty (30) days after such institution or Agency
shall by any action or answer approve of, consent to, or acquiesce
in any such case or admit the material allegations of, or default
in answering a petition filed in any such case; or
J. Agency shall voluntarily suspend the transaction of
business for more than five (5) days in any calendar year from the
effective date of this Agreement; or
K. This Agreement or the Note shall, at any time while
the Note shall remain unpaid, cease to be in full force and effect
or shall be declared null and void, or the validity or
enforceability thereof shall be contested, or Agency shall deny
that it has any or further liability or obligation under this
Agreement or the Note;
-23-
.
.
.
.
.
THEN, or at any time thereafter, and in each and every such
case, unless such Event of Default shall have been waived in
writing by Bank, at the option of Bank and at Bank's sole
discretion, the Note outstanding under this Agreement shall
thereupon, without presentment, demand, protest, or notice of any
kind, all of which are hereby expressly waived, be forthwith due
and payable, if not otherwise then due and payable, anything
herein or in the Note or other instruments contained to the
contrary notwithstanding, and Bank may immediately, and without
expiration of any period of grace, enforce any and all of Bank's
rights or remedies provided herein or any other rights or remedies
afforded by law.
SECTION 8
MISCELLANEOUS PROVISIONS
8.1 NOTICES. Any notices, payments, requests, reports,
information or demands which any party hereto may desire or may be
required to give to any other party shall be given or made upon
such other party either through deposit in themails.by
telegraph, or by hand delivery at its address as follows:
-24-
-
-
-
.
.
Agency:
Redevelopment Agency of the City
of San Bernardino
300 North D Street, Suite 300
San Bernardino, California 92418
Attn: Glenda Saul, Director
Bank:
FIRST INTERSTATE BANK OF CALIFORNIA
290 North D Street
San Bernardino, California 92401
Attn: Branch Manager
~ or as to each party, a such other address as shall be designated
by such party in a written notice to the other party, complying as
to delivery with the terms of this Section. All such notices,
requests, demands, directions and other communications shall, when
mailed or telegraphed, be effective when deposited in the mails or
delivered to the telegraph company, respectively, addressed as
aforesaid.
~
8.2 WAIVER. Neither the failure of nor any delay on the
part of any party hereto in exercising any right, power or
privilege hereunder shall preclude other or further exercise
thereof or the exercise of any right, power or privilege; nor
-25-
.
.
.
.
.
shall any waiver of any right, power, privilege or default
hereunder constitute a waiver of any other right, power, privilege
or default or constitute a waiver of any other default of the same
or of any other term or provision. All rights and remedies herein
provided are cumulative and not exclusive of any rights or
remedies otherwise provided by law.
8.3 BANKER'S LIEN OR SETOFF. Nothing in this Agreement
shall be deemed any waiver or prohibition of Bank's right of
banker's lien or setoff.
8.4 EXPENSES OF BANK. Agency shall pay on demand all costs
and expenses, inclUding, without limitation, reasonable counsel
fees, inclUding charges of Bank's in-house counsel, incurred by
Bank in connection with the preparation and administration of this
Agreement and the enforcement and protection of the rights of Bank
under this Agreement, inclUding the protection of the rights of
Bank in any bankruptcy, reorganization, liquidation or insolvency
proceeding.
8.5 ASSIGNABILITY. This Agreement shall bind and the
benefits thereof shall inure 0, Agency and Bank, and their
respective successors and assigns, as the case may be. Agency may
not assign this Agreement or any of the rights of Agency hereunder
without the prior written consent of Bank.
-26-
e
e
e
.
.
8.6 GOVERNING LAW. This Aqreement, the Note issued
hereunder, and all other documents executed pursuant to the
provisions hereof shall all be deemed entered into in the State of
California and shall be qoverned by and construed accordinq to the
laws of the State of California.
8.7 HEADINGS. The headinqs hereinabove set forth are solely
for the purpose of identification and shall not be construed as a
part of the paraqraphs they head.
IN WITNESS WHEREOF, this Aqreement has been executed by the
parties hereto by their respective corporate officers thereunto
duly authorized, all as of the date first hereinabove written.
FIRST INTERSTATE BANK
OF CALIFORNIA
By ~f(JJ~
Title .h.hl~ Vl~ {Jl'dt.:.lrw-tr
REDEVELOPMENT AGENCY OF THE
CITY~AN BE~O
By . ~ J!
.
By
::tJA,.d )1 ~
Title
Title
-27-
.
.
e
TERM LOAN NOTE
$1,500,000.00
#0
January~, 1987
FOR VALUE RECEIVED, the undersiqned, REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO, a public aqency ("Aqency"), hereby
promises to pay to: FIRST INTERSTATE BANK OF CALIFORNIA ("Bank"),
or its order, at the San Bernardino Office of Bank, the principal
sum of One Million Five Hundred Thousand Dollars ($1,500,000.00)
and to pay interest on the unpaid balance of said principal from
the date hereof until payment in full at a fluctuatinq interest
rate per annum (computed on the basis of a year of 360 days for
the actual number of days elapsed) at the rate of one half of one
percent (.50%) in excess of the Prime Rate of Bank in effect from
time to time, each chanqe in such interest rate to take effect
simultaneously with the correspondinq chanqe in Bank's Prime Rate.
Interest not paid when due shall thereafter bear like interest as
the principal.
el
:$
Principal and interest payments shall be in money of the
United States of America, lawful at such times for the
satisfaction of public and private debts, shall be in immediately
available funds, and shall be made as follows: -
Jl Principal shall be payable in the installments and at the
~ f_imes noted below:
Eiqhty-three (83) successive monthly principal installments
of Twelve Thousand Five Hundred Dollars ($liA500.OO), commencinq
on i&ri~ta';y dfit! 1987 and c5lntinuinq on the ~ day of each month
of each year until 3~~~y ~~ 1994, on which last mentioned date
~~e full amount of principal and interest remaininq unpaid on the
~ i / ~ote shall be due and payable.
J rrt Interest shall be paY~~'e,mon~y on the };711 day of each
month of each year until 3aftWaFy~, 1994, on which last mentioned
date, all remaininq principal and interest shall be due and
payable. . -
'"
"
,',)
....
...
This Term Loan Note is ~ssued pursuant and is subject to the
terms and f,rovisions of that certain Term Loan Aqreement dated
January .&-,D 1987, between Aqency and Bank as the same may be
amended, modified, or supplemented from time to time (the
"Aqreement") .
e
The Aqreement contains provisions for acceleration of the
maturity hereof upon the happeninq of certain stated events and
also provides for optional prepayments of principal hereof prior
to the stated maturity hereof upon the terms and conditions
therein specified.
Exhibit "A"
-
.
.
..
.
Aqency hereby waives diliqence, presentment, demand, protest
and notice of any kind whatsoever. Aqency promises to pay costs
of collection and reasonable attorneys' fees if default is made in
the payment of this Term Loan Note, or in the terms and provisions
of the Aqreement. The riqht to plead any and all statutes of
limitation as a defense to this Term Loan Note or to any aqreement
to pay the same, is hereby expressly waived by the undersiqned to
the full extent permitted by law.
In the event of a default in the terms and provisions of this
Term Loan Note or upon the occurrence of an Event of Default
specified in the Aqreement, the whole amount of principal and
interest shall, at the option of the holder of this Term Loan
Note, become immediately due and payable without diliqence,
demand, presentment, protest or notice of any kind whatsoever.
IN WITNESS WHEREOF, the undersiqned has caused this Term Loan
Note to be executed by its officer or officers thereunto duly
authorized and directed by appropriate corporate authority.
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By ~L lid
I
Ti tle (i?
By (k~~ /1: ~
Title
-2-
.
.
e
EXHIBIT B
REDEVELOPMENT .AGENCY OF THE CITY OF SAN BERNARDINO
PROJECT AREAS. PROGRAMS. AND FUNDS
.
Administration Fund
All American Golf Course Project
Central City North Project .
Central City Parking District
Central City Project
Central City Security Project
Central City West Pro.1ect
City-Wide Mortgage Revenue Financing Program
Industrial Development Bond Program
Low/Moderate Income Housing Program
Mortgage Finance Program
Mortgage Revenue Bonds of 1984
Mortgage Revenue Bonds of 1985
Northwest Project
Operation Second Chance
Parking District Expansion Project
South Valle Project
Southeast Industrial Park Project
State College Project"
Tri-City Project
Uptown Project
.
_.-.-.......----- -
--
. I
.
.
.
COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
This Collateral Assiqnment ~~ Slf~r1jY Aqreement
("Aqreement") is made on January.&,fJf.{t-;, by and between the
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("Borrower")
and FIRST INTERSTATE BANK OF CALIFORNIA ("Bank").
RECITALS
A. Borrower has requested a term loan from Bank in the
amount of One Million Five Hundred Thousand Dollars
($1,500,000.00) (the "Term Loan"), and Bank is willinq to make
said Term Loan but only on the condition that Borrower shall have
. executed in favor of Bank this Aqreement;
B. Borrower is a public aqency as defined under California
Health and Safety Code Section 33003;
C. Borrower is entitled to receive and does receive tax
increment revenue from various development projects includinq the
Northwest Project. The riqht of Borrower to receive tax increment
revenue from the Northwest Project, as contemplated by Article 16,
Section 16 of the California Constitution, is hereinafter referred
to as the "Collateral";
D. As collateral security for the Term Loan, toqether with
. interest thereon and any obliqations of Borrower to Bank under
-
.
.
~ this Agreement (said obligations hereinafter collectively referred
to as the "Indebtedness"), Borrower has agreed to assign the
Collateral to Bank.
TERMS
In consideration for their mutual undertakings, the parties
hereto agree as follows:
SECTION 1
ASSIGNMENT
1.1 Borrower hereby assigns, transfers, and sets over, and
~ grants a security interest in, the Collateral to Bank as security
for the Indebtedness.
1.2 It is expressly understood and agreed that this
assignment shall in no way be construed as an assumption by Bank
of any of the obligations of the Borrower, and shall not be deemed
to create any partnership, joint venture or agency between
Borrower and Bank.
1.3 This assignment shall be deemed a security agreement
made pursuant to the provisions of the California Commercial Code.
BAl..).. al"....11 JAIl;..... ""'661] tl~~..~.,.4..!Mld I'R."dia.:. 6'-t i6rth ht.rc.in.
~
~ atl
-2-
-
.
e
.
.
1.4 Borrower hereby (i) appoints Bank as its true, lawful
and irrevocable attorney to demand, enforce and receive
distribuions of tax increment revenues from the Northwest Project
assigned hereunder and to qive, execute and deliver any documents
necessary or appropriate in the exercise of said powers, either in
the name of Borrower or in the name of Bank with the same force
and effect as Borrower could do if this assiqnment had not been
made, and (ii) authorizes, empowers, and directs the tax assessor
for the City and/or County of San Bernardino to pay over to Bank
any and all tax increment revenues due or to become to Borrower
from the Northwest Project.
1.5 Bank aqrees that it shall not exercise the powers
created by this Section 1 except upon the occurrence of an Event
of Default under Section 4 hereof.
SECTION 2
REPRESENTATIONS
2.1 Borrower represents and warrants to Bank that:
(a) Borrower is duly orqanized and validly existing
under the laws of California and is not in default under the terms
of any aqreement to which it is a party or under the terms of any
provision of law, order of any court or governmental agency or
under the terms of its By-Laws, as currently in effect
("By-Laws") .
-3-
.
.
e
.
.
.
t
(b) Borrower is entitled to receive tax increment
revenues from the Northwest Project.
(c) Borrower is authorized to assign the Collateral to
Bank as security for the Indebtedness.
(d) The Collateral has not previously been assigned by
Borrower in whole or in part.
(e) This Aqreement constitutes the leqal, valid and
bindinq obligation of Borrower enforceable aqainst Borrower in
accordance with its terms, subject to applicable bankruptcy,
insolvency and similar laws affectinq creditors' riqhts qenerally.
(f) The assiqnment of the Collateral set forth in
Section 1 is valid and legally enforceable, and Borrower has
obtained all necessary consents to allow such assiqnment.
SECTION 3
COVENANTS
3.1 So lonq as any obliqation of Borrower under the
Indebtedness shall remain unpaid, Borrower will:
(a) Fully perform all of the obliqations and duties
imposed upon Borrower by that Term Loan Agreement between Borrower
and Bank dated January~, 1987;
-4-
.
.
.
, .
~ (b) Not transfer any part of its interest in the
Collateral, except as provided herein without the prior written
consent of Bank.
SECTION 4
EVENTS OF DEFAULT AND REMEDIES
4.1 The occurrence of anyone or more of the following
events shall be an Event of Default hereunder:
(a) Any representation or warranty made in connection
with this Agreement or in any financial statement or other instru-
ments furnished in connection herewith shall prove to have been
~ false or misleading in any material respect when made;
(b) Default shall be made in the due observance or
performance of any covenant, condition or agreement to be observed
or performed by Borrower pursuant to the terms hereof;
(c) Any default shall occur under the terms of any
instrument or agreement of Borrower eVidencing the Indebtedness.
4.2 Upon the occurrence of an Event of Default, the
obligations of Borrower under the Indebtedness shall immediately
become due and payable without presentment, demand, protest or
notice of any kind and Bank shall be entitled to the following
~ remedies:
-5-
.
.
.
.
l) #
.
.
(a) Bank may exercise any or all of its rights under
Section 1 hereof;
(b) Bank may exercise any other remedy permitted by law
or equity.
4.3 Any funds received by Bank hereunder shall be applied
first to payment of all expenses reasonably incurred by Bank in
the exercise of its rights hereunder, and then to payment of the
Indebtedness. Upon payment of all such amounts, any excess shall
be paid to Borrower.
4.4 No remedy conferred upon or reserved to Bank by this
Agreement is intended to be exclusive of any other available
remedy or remedies available under this Agreement or under
applicable law. Each and every such remedy shall be cumulative
and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by
statute. No delay or omission or exercise any right or power
accruing hereunder shall impair any such right or power or shall
be construed to be a waiver hereof, nor shall any single or
partial exercise of any other right, power or privilege, but every
such right and power may be exercised from time to time and as
often as may be deemed expedient.
-6-
e
e
e
'.
, " ~
, .
.
.
SECTION 5
GENERAL
5.1 Borrower agrees to indemnify and hold harmless Bank from
and against any and all claims, damages, losses, liabilities,
costs or expenses which Bank may incur (or which may be claimed
against Bank) by reason of or in connection with this Agreement.
5.2 Borrower agrees to execute and deliver to Bank promptly
upon request any financing statements or other documents
reasonably necessary for Bank to carry out the intents and
purposes of this Agreement.
5.3 The assignment created hereby is irrevocable and shall
remain in full force and effect until payment in full of the
Indebtedness, at which time this assignment shall terminate.
5.4 Any notice required or permitted hereunder shall be
effective (i) on the day on which delivered to such party in
person at the address set forth below or a such other address as
such party shall specify to the other party in writing, or (ii) if
sent prepaid by certified or registered mail, return receipt
requested, or by telegram or telex (where the receipt of such
messaqe is verified by return), on the third business day after
the day on which so mailed or sent addressed to party at the
following address:
-7-
I .
Ie
.
.
,-
f ..
" ,," oJ
.
.
If to Bank:
FIRST INTERSTATE BANK OF CALIFORNIA
Vanir Tower
Ci ty Hall Plaza
San Bernardino, California 92401
Attention: Branch Manager
If to Borrower:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
300 North "D" Street
San Bernardino, CA 92418
Attention: Executive Director
5.5 This Agreement shall be deemed to be a contract made
under, and for all purposes shall be construed in accordance with,
the laws of the Sate of California.
5.6 In the event legal action is necessary to enforce the
rights of either party to this Agreement, the prevailing party in
such litigation shall be entitled to recover its reasonable
-8-
,
I .
.
.
.
.' \, f
.
~
attorneys' fees and costs in addition to any other judgment or
award of the court in action.
Executed as of the date indicated in the first paragraph of
this Agreement.
FIRST INTERSTATE BANK
OF~r
By 1JJdiaY'
"
Ti tle A~6~ VIle. 'f 1tI!>I~
REDEVELOPMENT AGENCY OF THE
CIn' OF SAN _y
By (a~
Ti tle
By t4J.?I~
Title
-9-