HomeMy WebLinkAboutCDC/2010-39
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(NOTE: COMPANION RESOLUTION 2010-219)
RESOLUTION NO. CDC/2010-39
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO APPROVING THE EXECUTION AND
DELIVERY OF AN AGENCY-CITY 2010 LOAN AGREEMENT AND 2010-2011
NOTE OF THE CITY OF SAN BERNARDINO ("CITY") PAYABLE TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") IN THE PRINCIPAL AMOUNT EQUAL TO $1,332,925 FOR THE
REPAYMENT OF THE $1,310,000 PRINCIPAL AMOUNT OF THE 2009-2010
NOTE FROM THE CITY TO THE AGENCY
WHEREAS, the City of San Bernardino, California (the "City"), is a municipal corporation and
9 a charter City duly created and existing pursuant to the Constitution and the laws of the State of
10 California; and
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WHEREAS, the Community Development Commission of the City of San Bernardino (the
12 "Commission") acting on behalf of the Redevelopment Agency of the City of San Bernardino (the
13 "Agency"), is a redevelopment agency, a public body, corporate and politic of the State of California,
14 organized and existing pursuant to the Community Redevelopment Law (Part 1 of Division 24
15 commencing with Section 33000) of the Health and Safety Code ofthe State of California (the "Act");
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WHEREAS, the City and the Agency previously entered into that certain loan agreement
18 designated as the "Interim Loan Agreement" dated as of August 17,2009 (the "Agency-City 2009 Loan
19 Agreement") and that certain Revenue Anticipation Note, dated as of August 17,2009 (the "2009-2010
20 Note") in the original principal amount equal to $1,310,000 which pursuant to the terms of the
21 applicable loan agreement was required to be repaid by the City to the Agency, together with interest at
22 the rate of interest per annum as set forth in the Agency-City 2009 Loan Agreement, on or before June
23 30, 2010. Due to the severe financial crisis that the City continues to experience and the financial
24 inability of the City to timely repay the principal of and interest on the Agency-City 2009 Loan
25 Agreement, the City now desires to extend the final date for the remittance of all payments of the
26 principal of and interest on the Agency-City 2009 Loan Agreement to June 30, 2011. The current
27 outstanding balance of the Agency-City 2009 Loan Agreement, together with accrued and unpaid
28 interest thereon, is equal to $1,332,925 (the "2010-2011 Outstanding Balance"); and
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2 WHEREAS, it is appropriate at this time for the Commission to approve and authorize the
3 execution and delivery of an Interim Loan Agreement (the "Agency-City 2010 Loan Agreement") and a
4 Revenue Anticipation Note of the City (the "2010-2011 Note") payable to the Agency in the principal
5 amount equal to $1,332,925 for the repayment ofthe 2009-2010 Note.
6 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY
7 OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS:
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Section 1.
The Recitals hereinabove are true and correct and are incorporated herein by this
9 reference.
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Section 2.
The Commission hereby approves the Agency-City 2010 Loan Agreement in the
11 form as attached to this Resolution as Exhibit "A" and hereby approves the 2010-2011 Note in the form
12 as attached to this Resolution as Exhibit "B" with such changes thereto as may be approved by the
13 Interim Executive Director of the Agency when such terms and conditions have been ascertained.
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Section 3.
This Resolution shall take effect from and after its date of adoption by this
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CDC/2010-39
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO APPROVING THE EXECUTION AND
DELIVERY OF AN AGENCY-CITY 2010 LOAN AGREEMENT AND 2010-2011
NOTE OF THE CITY OF SAN BERNARDINO ("CITY") PAYABLE TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") IN THE PRINCIPAL AMOUNT EQUAL TO $1,332,925 FOR THE
REPAYMENT OF THE $1,310,000 PRINCIPAL AMOUNT OF THE 2009-2010
NOTE FROM THE CITY TO THE AGENCY
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
7 Development Commission of the City of San Bernardino at a joint adj ourned regularmeeting
8 thereof, held on the 30th day of June
9 Commission Members: Ayes Nays
10 MARQUEZ ~
DESJARDINS x
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BRINKER x
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SHORETT x
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KELLEY x
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JOHNSON -L
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MC CAMMACK x
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, 2010, by the following vote to wit:
Abstain
Absent
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Secretary
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20 The foregoing Resolution is hereby approved this 7Y?1- day of
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26 By:
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July
,2010.
Approved as to Form:
c~~
A~nCy Co el
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EXHIBIT" A"
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2 Agency-City 2010 Loan Agreement
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LOAN AGREEMENT
THIS AGREEMENT (this "Agreement") is entered into as of this 30th day of June,
2010, by and between the City of San Bernardino, a charter city, organized under the
Constitution and laws of the State of California (the "Borrower" or the "City"), and the
Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic
(the "Lender" or the "Agency"). In this Agreement, any reference to a "Party" shall mean
either the Borrower or the Lender and any reference to the "Parties" shall collectively mean
both the Borrower and the Lender.
RECITALS
WHEREAS, the Borrower desires to borrow funds from the Lender in accordance with
and pursuant to this Agreement and the Revenue Anticipation Note (as defined below); and
WHEREAS, the Borrower is of the reasonable understanding that adequate financial
resources will be made available to repay the financial obligations incurred by the Borrower
pursuant to this Agreement within the current fiscal year of the Borrower, and the Borrower does
not intend to seek to have the financial obligations of this Agreement and the Revenue
Anticipation Note forgiven or otherwise compromised to the financial detriment of the Lender;
and
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WHEREAS, the Parties intend that this Agreement and the Revenue Anticipation Note be
deemed for all purposes to be a legally enforceable contractual obligation between the Parties in
full compliance with the City Charter and all other applicable provisions of California law with
respect to the City and the limitations on the incurring of long-term debt obligations and in full
compliance with all requirements of the Community Redevelopment Law ("CRL") with respect
to the Agency for the use and investment of tax increment revenues of the Agency pending the
final disposition or ultimate use of such assets of the Agency in furtherance of its redevelopment
purposes and in compliance with the CRL; and
WHEREAS, the Agency loaned an amount equal to $1,310,000 which together with
accrued and unpaid interest is equal to $1,332,925 pursuant to that certain promissory note (the
"2009-10 Note") and loan agreement duly approved and executed by the Parties for the 2009-10
fiscal year of the Parties (the "2009-10 Loan"); and
WHEREAS, the Lender desires to make one (1) principal advance to the Borrower in
accordance with and pursuant to this Agreement and the Revenue Anticipation Note for the sole
purpose of repaying in full the principal and accrued and unpaid interest, with respect to the
2009-10 Note.
NOW, THEREFORE, in consideration of the above recitals of this Agreement, and for
such other good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:
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EXHIBIT "A"
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1. The Loan.
The Lender shall loan to the Borrower a principal amount not to exceed One
Million Three Hundred Thirty-Two Thousand Nine Hundred Twenty-Five Dollars ($1,332,925),
(the "Loan"), as evidenced by the 2010-11 Revenue Anticipation Note, dated concurrently
herewith, as executed by the Borrower in favor of the Lender (the "Revenue Anticipation Note"
or the "Note"). The Lender shall make one (1) advance of principal to or for the account of the
Borrower in the principal amount not to exceed One Million Three Hundred Thirty-Two
Thousand Nine Hundred Twenty-Five Dollars ($1,332,925), in the aggregate, subject to the
terms, covenants and conditions of the Revenue Anticipation Note and this Agreement. The
Loan is not a revolving loan, and any amount of the Loan repaid by the Borrower to the"Lender
may not be re-borrowed by the Borrower. Upon three (3) business days' prior written notice
from the Borrower to the Lender, the Lender shall disburse to the Borrower the requested
advance under the Revenue Anticipation Note. The Revenue Anticipation Note is attached
hereto and incorporated herein by this reference as Exhibit "A." The purpose of such advance
shall be deemed to have been made for purposes of repaying in whole the principal amount and
accrued and unpaid interest on the 2009-10 Loan and for no other purposes.
2. Interest.
Interest shall accrue and compound daily at the per annum interest rate of 1.75%
(the "Interest Rate") on the unpaid princiyal balance of the Loan advance made by the Lender to
the Borrower commencing on the date of disbursement of the Loan advance by the Lender to the
Borrower until paid in full by the Borrower to the Lender, in accordance with and subject to the
terms, covenants and conditions of the Revenue Anticipation Note and this Agreement. Interest
shall be calculated on the actual number of days in a year equal to either 365 or 366 days and
such calculation of interest shall be compounded on a daily basis while any amount of the
Indebtedness remains unpaid and outstanding. In the Event of a Default (as defined in Section 7
of this Agreement), interest shall accrue at the Default Interest Rate (as defined in Section 4 of
this Agreement) on the Indebtedness (as defined in Section 4 of this Agreement) from the
Maturity Date (as defined in Section 4 of this Agreement) until paid in full by the Borrower to
the Lender.
3. Prepayment.
The unpaid principal amount and any interest owing under the Revenue
Anticipation Note may be prepaid by the Borrower to the Lender, at any time, in whole or in
part, without premium or penalty, prior to the Maturity Date together with accrued and unpaid
interest to the date of any such prepayment.
4. Repayment of the Loan Principal and Interest.
No periodic payments of either (i) principal and interest, or (ii) interest-only, are
due and payable by the Borrower to the Lender during the term of the Revenue Anticipation
Note. On June 30, 2011 (the "Maturity Date"), the Borrower shall pay to the Lender the unpaid
principal amount advanced by the Lender to the Borrower under the Revenue Anticipation Note,
and all accrued and unpaid interest at the Interest Rate accruing from the date of the Revenue
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Anticipation Note on the unpaid principal amount advanced by the Lender to the Borrower under
the Revenue Anticipation Note, and any other amounts due under the Revenue Anticipation Note
and this Agreement, including, without limitation, attorneys' fees and court costs (collectively,
the "Indebtedness"). If the Borrower fails to pay the Indebtedness to the Lender on the Maturity
Date, the Borrower shall pay to the Lender, on written demand from the Lender, a late charge in
the amount of three percent (3%) of the unpaid principal amount of the Loan. Further, without
notice or demand from the Lender to the Borrower, interest shall accrue on the Indebtedness at
the rate of the Interest Rate plus two (2) percentage points (i.e., two hundred (200) basis points)
(the "Default Interest Rate") from the Maturity Date until the Indebtedness is paid by the
Borrower to the Lender in full, should the Borrower fail or refuse to pay to the Lender the
Indebtedness due on the Maturity Date. The Lender shall charge the Borrower no origination
points or loan fees in connection with the making of the Loan by the Lender to the Borrower.
5. No Security: Borrower Payment Covenant.
The Loan is not secured by the pledge of, the assignment of, or the granting of
any security interest in, the assets, funds, revenues or properties of the Borrower but this Loan
shall be a general obligation of the City in accordance with Government Code Section 53857.
Further, the obligations of the Borrower under the Revenue Anticipation Note and under this
Agreement are not guaranteed by any entity or individual. The Borrower hereby agrees and
covenants to appropriate funds to permit the Borrower to pay to the Lender the Indebtedness on or
before the Maturity Date.;#,
6. Representations, Warranties and Covenants of Borrower.
The Borrower represents, warrants and covenants to the Lender, as follows:
(a) The Borrower is a charter city, has been duly organized under the laws and
Constitution of the State of California and has the power and authority to enter into this
Agreement and to incur the obligations under the Revenue Anticipation Note.
(b) The execution of this Agreement and of the Revenue Anticipation Note
has been duly authorized by the Mayor and Common Council of the City of San Bernardino as
the legislative body of the Borrower and such execution does not require the approval or consent
of any other governmental entity.
(c) No governmental or regulatory approvals that have not been previously
obtained by the Borrower are required for the due approval, execution and delivery by the
Borrower of this Agreement and of the Revenue Anticipation Note.
(d) This Agreement and the Revenue Anticipation Note have been, and will
be, duly executed and delivered by the Borrower and this Agreement and the Revenue
Anticipation Note do, and will, constitute valid and binding obligations of the Borrower, payable
from the revenues, funds and assets, generally, of the Borrower as set forth herein and in the
Revenue Anticipation Note.
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(e) The Borrower shall deliver to the Lender, within thirty (30) calendar days
after receipt by the Borrower of written request from the'Lender, audit statements and budgets,
financial statements and/or such any other information, studies and reports (singularly and
collectively, the "Reports") requested by the Lender, as prepared by the Borrower at its sole cost
and expense, which Reports shall be reasonably acceptable to the Lender.
(f) The representations, warranties and covenants of the Borrower contained
in this Agreement and in the Recitals hereof shall be true and correct in all material respects on
and as of the date that the Lender disburses the Loan advance under the Revenue Anticipation
Note and under this Agreement (the "Funding Date"), with the same force and effect as though
such representations, warranties and covenants had been made on such Funding Date. ...
(g) On such Funding Date, the Borrower shall not be in default under the
Revenue Anticipation Note or under this Agreement. The Borrower shall not, to the best of the
Borrower's knowledge, contravene any provision of federal, state, municipal or local law,
statute, rule or regulation, as amended from time to time, and the Borrower shall not conflict or
be inconsistent with or result in any breach of any terms, covenants or provisions of, or constitute
a default under, or result in the creation or imposition of a lien pursuant to the terms of any loan
agreement, credit agreement or any other agreement, contract or instrument to which the
Borrower is a party or by which the Borrower is bound or to which the Borrower may be subject.
7.
Events of Default.
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(a) By Lender. The following shall constitute an event of default by the
Lender: (i) the failure by the Lender to fund the Loan in accordance with the Revenue
Anticipation Note and this Agreement within thirty (30) calendar days after the written request
by the Borrower to the Lender, provided the Borrower is not in default under the Revenue
Anticipation Note or this Agreement.
(b) By Borrower. The failure by the Borrower to pay to the Lender the
Indebtedness on or before the Maturity Date shall constitute an event of default by the Borrower.
8. Remedies.
Upon a default by the Lender, the Borrower may seek appropriate legal,
injunctive or equitable relief to enforce the obligations of the Lender under this Agreement.
Upon a default by the Borrower, the Lender may institute any proceeding at law or in equity to
enforce the obligations of the Borrower under the Revenue Anticipation Note and/or under this
Agreement. In any action brought under this Agreement, the prevailing Party shall be entitled to
reimbursement from the other Party of its costs and expenses (including, without limitation,
reasonable attorneys' fees and court costs) in bringing such action. Reasonable attorneys' fees
shall include, without limitation, the costs, salary and expenses of the City Attorney for the City,
and members of his office in enforcing this Agreement and/or the Revenue Anticipation Note.
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9. Assignment.
The Lender shall be entitled to, and may assign this Agreement and the Revenue
Anticipation Note and the Lender's right to receive the Indebtedness under the Revenue
Anticipation Note and under this Agreement to any other entity or individual, without obtaining
the prior consent from the Borrower. The Borrower shall not delegate its obligations under this
Agreement and/or under the Revenue Anticipation Note, without the prior written consent of the
Lender, which written consent may be given or withheld in the sole and absolute discretion of
the Lender.
10. Term.
This Agreement shall terminate upon the payment in full by the Borrower to the
Lender of the Indebtedness.
11. Notices.
Notices shall be presented in person or by certified or registered United States
mail, return receipt requested, postage prepaid, or by overnight delivery made by a nationally
recognized delivery service to the addresses noted below. Notice presented by United States
mail shall be deemed effective the second business day after deposit with the United States
Postal Service. This Section shall not prev~nt giving notice by personal service or telephonically
verified fax transmission, which shall be deemed effective upon actual receipt of such personal
service or telephonic verification. Either Party may change its address for receipt of written
notice by so notifying the other Party in writing.
To Lender:
Redevelopment Agency of the City of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 92401
Attention: Emil A. Marzullo, Interim Executive Director
Phone: (909) 663-1044
Fax: (909) 888-9413
To Borrower:
City of San Bernardino
300 North "D" Street, Sixth Floor
San Bernardino, California 92418
Attention: Charles McNeely, City Manager
Phone: (909) 384-5122
Fax: (909) 5138
12. Governing Law; Jurisdiction.
This Agreement shall be governed by the laws of the State of California, and in
the event either Party seeks judicial relief or seeks to enforce or to interpret any provision of this
Agreement and/or the Revenue Anticipation Note, such actions shall be filed in the Superior
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Court of San Bernardino County, State of California, Main Branch, ill the City of San
Bernardino, California.
13. Entire Agreement.
This Agreement and the Revenue Anticipation Note constitute the entire
agreement between the Parties and may not be amended without the prior written consent of the
Parties hereto. This Agreement and the Revenue Anticipation Note supersede all prior
negotiations, discussions and previous agreements between the Parties concerning the subject
matter herein and therein. The Parties intend this Agreement and the Revenue Anticipation Note
to be the final expression of their agreement with respect to the terms herein and a complete and
exclusive statement of such terms. No modification, amendment or waiver of any term herein
shall be binding unless executed in writing by the Parties hereto.
14. Amendment.
This Agreement and the Revenue Anticipation Note may be amended and the
times for performance hereunder and pursuant to the Revenue Anticipation Note may be
extended as deemed necessary by written instruments duly approved and executed by the Parties
hereto and thereto and approved by the respective governing bodies of the Parties. Any such
amendments or modifications shall be valid, binding and legally enforceable only if in written
form and executed by the Parties hereto ~er the same have been duly approved and authorized
for execution.
15. Severability.
Each and every section of this Agreement shall be construed as a separate and
independent covenant and agreement. If any term or provision of this Agreement or the
application thereof shall be declared invalid or unenforceable, the remainder of this Agreement,
or the application of such term or provision to circumstances other than those to which it is
invalid or unenforceable, shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforceable to the extent permitted by law.
16. No Waiver bv the Lender. No waiver of any breach, default or failure of
condition under the terms of the Revenue Anticipation Note or under this Agreement shall be
thereby implied from any failure of the Lender to take, or any delay by the Lender in taking
action with respect to such breach, default or failure or from any previous waiver of any similar
or related breach, default or failure; and a waiver of any term of the Revenue Anticipation Note
or this Agreement must be made in writing and shall be limited to the express written terms of
such waiver. Borrower waives presentment, protest and demand, notice of protest, demand and
dishonor, and any and all other notices or matters of a like nature.
17. Successors and Assigns. The promises and agreements herein contained shall
bind and inure to the benefit of, as applicable, the respective administrators, successors and
assigns of the Parties.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date
first written above.
LENDER
Redevelopment Agency of the City of San Bernardino,
a public body, corporate and politic
By:
Emil A. Marzullo,
Executive Director
Approved as to Form and Legal Content:
\J~
Agency Counse
BORROWER
.~City of San Bernardino,
a charter c' y
By
(SEAL)
ATTEST:
By:~/:l.~
1 Y Clerk
Approved As To Form:
By:
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EXHIBIT "B"
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2010-2011 Note
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REVENUE ANTICIPATION NOTE
$1,332,925
June 30, 2010
FOR VALUE RECEIVED, the undersigned, the City of San Bernardino, a charter city
organized under the laws ofthe State of California (the "Borrower" or the "City"), hereby promises
to pay to the Redevelopment Agency of the City of San Bernardino, a public body, corporate and
politic (the "Lender" or the "Agency"), or to order, at the following address, 201 North "E" Street,
Suite 3 0 1, San Bernardino, California 92401, or at such other place as the Lender may froIll.time to
time designate by written notice to the Borrower, in lawful money of the United States, the principal
sum of One Million Three Hundred Thirty Two Thousand Nine Hundred Twenty Five Dollars
($1,332,925), with interest in accordance with this Revenue Anticipation Note on the unpaid
principal balance from the date ofthis Revenue Anticipation Note, and all other amounts due under
this Revenue Anticipation Note, until paid in full by the Borrower to the Lender. The obligation of
the Borrower with respect to this Note is also governed by the loan agreement, as executed by and
between the Borrower and the Lender concurrently herewith (the "Loan Agreement").
1. Principal Advance. This 2010-11 Revenue Anticipation Note (this "Note" or this "Revenue
Anticipation Note") evidences the obligation of the Borrower to the Lender for the
repayment of the loan (the "Loan") made by the Borrower to the Lender under this Revenue
Anticipation Note and under the Loan Agreement. The Lender may make one (1) advance
of principal to the Borrower in the principal amount not to exceed One Million Three
Hundred Thirty Two Thousand Nine Hundred Twenty Five Dollars ($1,332,925), in the
aggregate, subject to the terms, covenants and conditions of this Revenue Anticipation Note
and the Loan Agreement. The Loan is not a revolving loan, and any amount of the Loan
repaid by the Borrower to the Lender may not be re-borrowed by the Borrower. Upon three
(3) business days' prior written notice from the Borrower to the Lender, the Lender shall
disburse to the Borrower the requested advance under this Revenue Anticipation Note.
2. Interest. Interest shall accrue and compound daily at the per annum interest rate of 1.75%
(the "Interest Rate") on the unpaid principal balance of the Loan advance made by the
Lender to the Borrower commencing on the date of disbursement of the Loan advance by
the Lender to the Borrower until paid in full by the Borrower to the Lender, in accordance
with and subject to the terms, covenants and conditions of this Revenue Anticipation Note
and the Loan Agreement. Interest shall be calculated on the actual number of days in a year
equal to either 365 or 366 days and such calculation of interest shall be compounded on a
daily basis while any amount of the Indebtedness remains unpaid and outstandingln the
Event of a Default (as defined in Section 5) under this Revenue Anticipation Note, interest
shall accrue at the Default Interest Rate (as defined in Section 4) on the Indebtedness (as
defined in Section 4) from the Maturity Date until paid in full by the Borrower to the Lender.
3. Prepayment. The unpaid principal amount and any interest owing under this Revenue
Anticipation Note may be prepaid by the Borrower to the Lender, at any time, in whole or in
part, without premium or penalty, prior to the Maturity Date.
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4. Repavment of Loan Principal and Interest. No periodic payments of either (i) principal
and interest, or (ii) interest-only, are due and payable by the Borrower to the Lender during
the term of this Revenue Anticipation Note. On June 30, 2011 (the "Maturity Date"), the
Borrower shall pay to the Lender the unpaid principal amount advanced by the Lender to the
Borrower under this Revenue Anticipation Note and all accrued and unpaid interest at the
Interest Rate (as defined in Section 2) , and any other amounts due under this Revenue
Anticipation Note and the Loan Agreement, including, without limitation attorneys' fees and
court costs (collectively, the "Indebtedness"). If the Borrower fails to pay the Indebtedness
to the Lender on the Maturity Date, the Borrower shall pay to the Lender, on written demand
from the Lender, a late charge in the amount of three percent (3%) of the unpaid principal
amount of the Loan. Further, without notice or demand from the Lender to the Borrower,
interest shall accrue on the Indebtedness at the rate of the Interest Rate plus two (2)
percentage points (i.e., two hundred (200) basis points) (the "Default Interest Rate") from the
Maturity Date until the Indebtedness is paid by the Borrower to the Lender in full, should the
Borrower fail or refuse to pay to the Lender the Indebtedness due on the Maturity Date.
5. Acceleration ofPavment. The Indebtedness of this Loan shall become immediately due
and payable by the Borrower to the Lender, at the option of the holder and without demand
or notice from the Lender to the Borrower, should the Borrower fail to pay any amount due
and payable under this Revenue Anticipation Note or under the Loan Agreement (and "Event
of Default"). Upon the occurrence of an Event of Default, the Lender shall be permitted to
exercise and enforce all rights andffemedies available to the Lender, under this Revenue
Anticipation Note, under this Loan Agreement, at law or in equity.
6. Application ofPavments. All payments received on account of this Revenue Anticipation
Note shall first be applied to all attorneys' fees, court costs and all other costs due under this
Revenue Anticipation Note and under the Loan Agreement, then to all accrued and unpaid
interest due under this Revenue Anticipation Note, and then to the reduction of the unpaid
principal amount.
7. Attornevs' Fees. The Borrower hereby agrees to pay all costs and expenses, including
reasonable attorneys' fees, which may be incurred by the Lender in the enforcement of this
Revenue Anticipation Note. For purposes of this Revenue Anticipation Note, attorneys' fees
shall include, without limitation, the costs, salary and expenses of the City Attorney for the
City, and members of his office in enforcing this Revenue Anticipation Note.
8. Notices. Except as may be otherwise specified herein, any approval, notice, direction,
consent, request or other action by the Lender shall be in writing and must be communicated
to the Borrower at 300 North "D" Street, City Hall, Sixth Floor, San Bernardino, State of
California, to the attention of the City Manager, or at such other place or places as the
Borrower shall designate to the Lender in writing, from time to time, for the receipt of
communications from the Lender. Notice shall be given as provided in Section 11 of the
Loan Agreement.
9. Governin2: Law. This Revenue Anticipation Note shall be construed in accordance with and
be governed by the laws of the State of California with venue as provided in the Loan
Agreement.
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10. Severability. If any provision ofthis Revenue Anticipation Note shall be declared invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
hereof shall not in any way be affected or impaired thereby and such remaining provisions
shall be valid and enforceable to the extend permitted by law
11. No Waiver bv the Lender. No waiver of any breach, default or failure of condition under
the terms of this Revenue Anticipation Note or under the Loan Agreement shall be thereby
be implied from any failure of the Lender to take, or any delay by the Lender in taking action
with respect to such breach, default or failure or from any previous waiver of any similar or
related breach, default or failure; and a waiver of any term of this Revenue Anticipation Note
or the Loan Agreement must be made in writing and shall be limited to the express written
terms of such waiver. Borrower waives presentment, protest and demand, notice of protest,
demand and dishonor; and any and all other notices or matters of a like nature.
12. Usurv/Maximum Interest Rate. All agreements between the Borrower and the Lender are
expressly limited, so that in no event or contingency, whether because of the advancement of
the proceeds of this Revenue Anticipation Note, acceleration of maturity of the unpaid
principal balance, or otherwise, shall the amount paid or agreed to be paid to the Lender for
the use, forbearance, or retention of the money to be advanced under this Revenue
Anticipation Note exceed the highest lawful rate permissible under applicable usury or other
laws governing interests rates for public agencies.
13. Successors and Assie:ns. The proinises and agreements herein contained shall bind and
inure to the benefit of, as applicable, the respective administrators, successors and assigns of
the parties.
Executed as of the date set forth above at San Bernardino, California.
City of San Bernardino
Approved as to Form:
City Attorney
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