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HomeMy WebLinkAboutCDC/2011-46 CDC/2011-37 The debt service schedules and other particulars regarding said debt issuances of the City and the Agency are on file with the official records of the City and Agency with their respective Finance Officers. 3. Payment by Agency of Administrative Services of Benefit to Agency. During the 2011-2012 fiscal year of the Agency and the City, the Agency shall pay to the City an amount equal to $571,250 representing the allocation of the following described services provided by the City to the Agency which are allocated in part to the Agency in the manner and for the line items as set forth below: Total Dollar Description % Allocation Agency Amount of Item to A2:ency Payment (i) $845,000 Chairperson's Office 25% $211,250 (ii) $580,000 Council Offices 25% $145,000 (iii) $125,000 Human Resources/Risk 100% $125,000 (iv) $ 90,000 Call Center 100% $ 90,000 Set forth on Exhibit "B" as attached hereto are further details describing the items set forth above and other particulars regarding the allocation of certain cost items of the City to the Agency which shall be a part of this Agreement and which Exhibit "B" is incorporated herein by this reference. All performance items of the City as set forth on said Exhibit "B" shall be performed by the City and shall be enforceable by the Agency against the City in the same manner as though set forth in whole within the text of this Agreement. In addition to the Agency assumed City obligations as set forth in Section 2 and the allocation of certain City cost items to the Agency as set forth on said Exhibit "B", attached hereto as Exhibit "c" is a list of other City obligations and financial commitments which are additionally included in the 2011-2012 Agency budget and which are intended to be paid by the Agency on behalf of the City for the 2011-2012 fiscal year. 4. Issuance of Loan to the City by the Agency. The City and the Agency previously entered into a loan agreement designated as the "Loan Agreement" dated as of June 28, 2010 (the "Agency-City 2010 Loan Agreement"), and a Revenue 2 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-1O EDA Budget - Master Services Agreement FY 11-12 (C and I).docx CDC/2011-37 Anticipation Note, dated as of June 28, 2010 (the "2010-2011 Note"), in the principal amount equal to $1,332,925 which pursuant to the terms of the applicable loan agreement was required to be repaid by the City to the Agency, together with interest at the rate of interest per annum as set forth in the Agency-City 2010 Loan Agreement, on or before June 30, 2011. Due to the severe financial crisis the City continues to experience and the financial inability to timely repay the principal of and interest on the Agency-City 2010 Loan Agreement. The City now desires to repay the principal balance of the 2010-2011 Note, together with accrued and unpaid interest thereon, through the issuance and delivery of the Loan Agreement (the "Agency-City 2011-2012 Loan Agreement") and a Revenue Anticipation Note of the City (the "2011-2012 Note"). The current outstanding balance of the Agency-City 2010 Loan Agreement, together with accrued and unpaid interest thereon, is equal to $1,356,250 (the "2011- 2012 Outstanding Balance"). The Loan Agreement and the 2011-2012 Note payable to the Agency in the principal amount equal to $1,356,250 for the repayment of the 2010-2011 Note are addressed in a separate Resolution with Attachments which include the Agency-City 2011-2012 Loan Agreement and the 2011-2012 Note. 5. Manner of Payment; Submittal of Invoices. The City shall provide a written invoice to the Agency not more than thirty (30) calendar days nor less than fifteen (15) calendar days prior to the date that funds are required to be remitted by the City to the applicable bond trustee pursuant to Section 2 hereof. The City shall additionally provide a written invoice on a monthly basis on or before the twentieth (20th) calendar day of each month solely for the payment equal to one-twelfth (l/lth) of the combined total dollar amounts to be remitted by the Agency to the City pursuant to Section 3 hereof with the final payment to be paid by the Agency to the City not later than June 30, 2012. The Agency shall payor reimburse to the City, as applicable, the amounts that are correctly set forth on the invoices and which are delivered to the Agency by the City in a timely manner pursuant to this Section 5. If any invoice that is properly submitted by the City to the Agency is not paid by the Agency within thirty (30) calendar days after the due date as shall be stated thereon in conformity with this Agreement, interest will be charged on the outstanding delinquent payment amount equal to the rate of interest then paid by the Local Agency Investment Fund ("LAIF") for moneys of local governmental agencies that may be deposited in the LAIF accounts. 3 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and I).docx CDC/2011-37 6. Personnel. All matters pertaining to the hiring, employment supervision, compensation, promotion and discharge of City employees required to perform duties hereunder are the sole responsibility of the City, which is, in all respect, the sole employer of such employees. The City, and not the Agency, shall be solely responsible for the non-compliance by City staff with the provisions of this Agreement. All matters pertaining to the hiring, employment supervision, compensation, promotion and discharge of Agency employees required to perform duties hereunder are the sole responsibility of the Agency, which is, in all respect, the sole employer of such employees. The Agency, and not the City, shall be solely responsible for the non-compliance by Agency staff with the provisions of this Agreement. 7. Term and Termination. The term and thus the effective date of this Agreement shall commence as of July 1,2011, and unless sooner terminated or extended by written agreement of the City and the Agency, shall terminate on June 30, 2012. Such termination date may only be extended by an amendment to this Agreement duly approved by the governing bodies of the City and the Agency and delivered pursuant to written notice given not less than thirty (30) calendar days' prior to the stated termination date with such amendment being executed and approved prior to the date of termination of this Agreement. 8. Indemnification and Insurance. 8.1 Indemnification. 8.1.1 The City shall defend (if requested by the Agency), indemnify, save and hold harmless, the Agency and its commissioners, officials, officers, employees and agents from all claims for all loss or damage to property, including loss of use thereof, and injury to persons resulting from the negligent performance of its obligations under this Agreement, as well as from any claims made by or on behalf of City's agents, servants and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover, the City shall, at all times, defend, indemnify and hold the Agency, its commissioners, officials, officers, employees and agents harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of the failure by the City to comply with all laws, ordinances or governmental regulations applicable to the City or the conduct of the 4 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and I).docx CDC/2011-37 City's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. 8.1.2 The City is and will be an independent contractor at all times and in every respect and not the agent of the Agency. Nothing contained herein and no direction or notification from the Agency or the Executive Director to the City shall be construed so as to create a partnership, joint venture or agency relationship between the parties hereto. 8.1.3 The Agency shall defend (if requested by the City), indemnify and save harmless the City and its commissioners, officials, officers, attorneys, employees and agents from all claims for all loss or damage to property, including loss of use thereof, and injury to persons resulting from the negligent performance under this Agreement, as well as from any claims made by or on behalf of the Agency's agents, servants and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover, the Agency shall, at all times, defend, indemnify and hold the City, its commissioners, officials, officers, employees and agents harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys' and witnesses fees, and expenses incident thereto, arising out the failure by the Agency to comply with all laws, ordinances or governmental regulations applicable to the Agency or the conduct of the Agency's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. 8.1.4 The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "attorney's fees" for the purposes of this Section 8.1. 8.2 Insurance. The City shall purchase and maintain in effect, at its own expense, during the term of this Agreement insurance from insurers acceptable to the Agency protecting said City, the Agency, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury, property damage, including loss of use thereof, which may arise or be alleged to have arisen, from the City's activities in connection with the performance of this Agreement, whether such 5 P:lAgendaslComm Oev CommissionlCOC 2011\2011-12 Budget docs\06-23-1 0 EOA Budget - Master Services Agreement FY 11-12 (C and [)docx CDC/2011-37 activities be of the City, the City's agent, or of anyone employed by the City. The types of insurance coverage as well as the amounts of such coverage shall be as follows: 8.2.1 The City shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the City in the performance of the duties described herein. 8.2.2 The City shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for anyone accident or casualty, covering the performance of this Agreement. 8.2.3 Within ten (10) calendar days after the acceptance of this Agreement by the Agency, the City shall deliver to the Agency, certificates of insurance evidencing that insurance has been purchased by the City as required in Section 8.2.2 and copies of endorsements providing (i) thirty (30) calendar days' prior written notice of cancellation, non-renewal or reduction in coverage by the insurers to the Agency, and (ii) automobile liability and comprehensive general liability insurance shall include the Agency, its commissioners, officials, officers, employees and agents as additional insureds. Said certificates of insurance and copies of endorsements shall be on file with the Agency at all times thereafter during the term of this Agreement. Failure of the City to provide the certificates of insurance or subsequent receipt by the Agency of a notice of cancellation of the insurance policy or policies by the City's insurance company or companies shall constitute a material breach of this Agreement and this Agreement may be terminated by the Agency upon written notice. All policies of insurance required and provided by the City under this Section 8.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the Agency, its commissioners, officials, officers, employees and agents. 8.2.4 Notwithstanding the foregoing, the City may substitute a bona fide self-insurance program for any of the insurance requirements indicated in this Section 8.2. The City shall provide the Agency with evidence of excess coverage upon written request. 8.2.5 The Agency shall purchase and maintain in effect, at its own expense, during the term of this Agreement insurance from insurers acceptable to the City protecting said Agency, the City, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury, 6 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and I).docx CDC/2011-37 property damage, including loss of use thereof, which may arise or be alleged to have arisen, from the Agency's activities in connection with the performance of this Agreement, whether such activities be of the Agency, the Agency's agent, or of anyone employed by the Agency. The types of insurance coverage, as well as the amounts of such coverage shall be as follows: 8.2.6 The Agency shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the Agency in the performance of the duties described herein. 8.2.7 The Agency shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for anyone accident or casualty, covering the performance of this Agreement. 8.2.8 Within ten (10) calendar days after the acceptance of this Agreement by the City, the Agency shall deliver to the City certificates of insurance evidencing that insurance has been purchased by the Agency as required in Section 8.2.7 and copies of endorsements providing (i) thirty (30) calendar days' prior written notice of cancellation, non-renewal or reduction in coverage by the insurers to the City, and (ii) automobile liability and comprehensive general liability insurance shall include the City, its commissioners, officials, officers, employees and agents as additional insureds. Said certificates of insurance and copies of endorsements shall be on file with the City at all times thereafter during the term of this Agreement. Failure of the Agency to provide the certificates of insurance or subsequent receipt by the City of a notice of cancellation of the insurance policy or policies by the Agency's insurance company or companies shall constitute a material breach of this Agreement and this Agreement may be terminated by the City upon written notice. All policies of insurance required and provided by the Agency under this Section 8.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the City, its commissioners, officials, officers, employees and agents. 8.2.9 Notwithstanding the foregoing, the Agency may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section 8.2. The Agency shall provide the City with evidence of excess coverage upon written request. 7 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and 1).docx CDC!2011-37 9. Miscellaneous. 9.1 Notices. Any and all notices required or permitted to be given hereunder shall be in writing and shall be personally delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, to the respective parties at the addresses indicated below: If to Agency: Redevelopment Agency of the City of San Bernardino Attention: Emil A. Marzullo, Interim Executive Director 201 North "E" Street, Suite 301 San Bernardino, CA 92401 If to City: City of San Bernardino Attention: City Manager and City Clerk 300 North "D" Street San Bernardino, CA 92418 With copies to: City Finance Department Either party may change its address by a notice given to the other party in the manner set forth above. Any notice given personally shall be deemed to have been given upon service and any notice given by certified or registered mail shall be deemed to have been given on the third (3rd) business day after such notice is mailed. 9.2 Integration. This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. Neither of the parties has relied upon any oral or written representation or oral or written information given to it by any representative of the other party. 9.3 Severability. If one or more of the provisions of this Agreement is hereafter declared invalid or unenforceable by judicial, legislative or administrative authority of competent jurisdiction, the parties hereto agree that the invalidity or unenforceability of any of the provisions shall not in any way affect the validity or enforceability of any other provisions of this Agreement. 9.4 Amendment: Modification. No change or modification of the terms or provisions of this Agreement shall be deemed valid unless in writing and signed by both parties subject to governmental approval, as required from the respective governing bodies of the City and the Agency. 8 P:lAgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and l).docx CDC/2011-37 9.5 Governing Law. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of California. 9.6 Waiver. No waiver of any breach or default shall be construed as a continuing waiver of any provIsIOn or as a waiver of any other or subsequent breach of any provision contained in this Agreement. 9.7 Headings. The headings of the Sections of this Agreement have been inserted for convenience of reference only and shall not affect the interpretation of any of the provisions of this Agreement. 9.8 Assignment. Neither party hereto shall assign, hypothecate or otherwise transfer such party's rights hereunder, or delegate such party's duties hereunder, without the prior written consent ofthe other party hereto and approved by the governing body of each party. III III III III III III III III III III III III III III 9 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and I).docx CDC/2011-37 IN WI1NESS WHEREOF, the parties have executed this Agreement as of the date first above written. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Emil A. Marzullo, Interim Executive Director Approved as to Form: By: Z..YM~ Agency Co 'el CITY OF SAN BERNARDINO By: Charles McNeely, City Manager SEAL Approved as to Form: By: James F. Penman, City Attorney ATTEST: By: City Clerk 10 P:\Agendas\Comm Dev Commission\CDC 20] 1\201 ] -12 Budget docs\06-23-1O EDA Budget - Master Services Agreement FY I] -]2 (C and I).docx CDC/2011-37 EXHIBIT "A" DEBT ISSUANCES OF THE CITY AND AGENCY 11 P:\Agenctas\Comm Dev Cornmission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11~ 12 (C and I),docx CDC/2011-37 City of San Bernardino Economic Development Agency Schedule of Long-Term Debt by Project Area June 3D, 2010 Southeast State Central City Industrial College North Park $ $ $ 8,203,640 1,021,599 4,784,171 15,790,604 3.860,539 16,895,927 6,929,847 893,511 4,075,393 30,924,091 5,775,649 25,755,491 Tax Allocation Bonds: 1998A TAB Refunding 1998B TAB Refunding 2002A TAB Mt. Vernon Project 2002A TAB Refunding Issue 2005A TAB Refunding 2005B TAB Refunding 2006 TAB (20% Set Aside) Taxable Subtotal Lease Revenue Bonds: 1997 A Lease Revenue 1996 Lease Revenue Subtotal Certificates of Participation: 1999 COP 4.975,000 -83- CDC/2011-37 continued Low and Moderate South Central City Income Northwest Tri-City Uptown Valle Projects Housing $ $ $ $ $ 11,695,000 $ 5,655,000 3,700,890 3,885,935 705,483 1,083,282 2,129,004 5,121,565 1,252,622 2,429,739 1,521,838 2,731,671 993,812 748,928 24,285,000 7,351,732 11,739,171 2,951,917 4,261,949 17,350,000 24,285,000 3,345,000 9,065,000 12,410,000 1,790,000 4,685,000 506,637 506,637 $ 7,351,732 $ 11,739,171 $ 2,951,917 $ 6,051,949 $ 34,951,637 $ 24,285,000 -84- CDC/2011-37 City of San Bernardino Economic Development Agency Schedule of Long-Term Debt by Project Area June 30, 2010 Mt. Vernon Community Business Development Corridor Block Grant Total Tax Allocation Bonds: 1998A TAB Refunding $ $ $ 11,695,000 1998B TAB Refunding 5.655,000 2002A TAB Mt. Vernon Project 3,165,000 3,165,000 2002A TAB Refunding Issue 23,385.000 2005A TA8 Refunding 47,480.000 20058 TAB Refunding 17.895,000 2006 TAB (20% Set Aside) Taxable 24,285.000 Subtotal 3,165.000 133,560.000 Lease Revenue Bonds: 1997 A Lease Revenue 3,345.000 1996 Lease Revenue 9,065,000 Subtotal 12,410,000 Certificates of Participation: 1999 COP 11,450,000 Notes Payable: Hud Section 108 Cinema 4,240.000 Hud Section 108 Arden Guthrie 7.500,000 7,500,000 Reynolds 506,637 CMB Infrastructure Investment Group 2,500,000 Subtotal 7,500,000 14.746,637 Contracts Payable: Yellow Freight 398,996 398,996 Total $ 3,563,996 $ 7,500,000 $ 172.565,633 -85- CDC/2011-37 EXHIBIT "B" ALLOCATION OF CERTAIN COST ITEMS TO THE AGENCY (INCLUDING DESCRIPTION OF CITY SERVICES TO BE PROVIDED TO THE AGENCY) 1. $125,000 Human Resources and Risk Management. Human Resources: . Recruitment/Selection services - Coordinate hiring process with department, develop recruitment plan, and advertise, screen applicants, schedule testing/interviews, write/review interview questions for legal compliance, conduct background check on applicants, conduct employee orientation. . Selection services - Coordinate background review of applicant, write letters of conditional offer, schedule physical examination, prepare Personnel Action Forms, schedule employee orientation. . Classification services - Develop and update job descriptions, conduct classification studies, review and respond to reclassification requests, conduct salary surveys. . Training Provide/coordinate mandated training to employees on Sexual Harassment/Discrimination and Supervisory Skills, as well as other training include EDA employees in the City Management Development Program (succession planning). . Employee Relations - Advise managers on employee performance/disciplinary issues, administer FMLA, create/update HR related policies and procedures, review existing personnel files for compliance with law and make changes as necessary. . Benefit Services - Assist employees with insurance, retirement and other benefit problems, analyze existing CalPERS health benefits to City health benefits for cost savings/benefit enhancements. . Employee Personnel Files - Maintain employee personnel files and separate employee medical files. . EEO - Investigate complaints of harassment/discrimination, respond to DFEH/EEOC complaints, and provide mandated EEO information. Risk Management: . Assist managers and supervisors in conducting training seminars to provide employees with information regarding safe work practices and accident prevention methods. . Investigate, document, verify, review, negotiate, adjust and settle claims against the EDA. . Conduct field surveys of EDA properties and facilities to identify potential hazards and safety violations. . Evaluate, identify, and determine methods to improve or correct workplace hazards. . Advise EDA on CallOSHA and Federal/OSHA regulations. . Advise EDA managers, supervisors, and employees on accident prevention and elimination of unsafe working conditions. 12 P:\Agendas\Comm Dev Commission\CDC 2011 \2011-12 Budget docs\06-23-1 0 EDA Budget - Master Services Agreement FY 11-12 (C and I).docx CDC/2011-37 . Investigate employee accidents for committee review in order to determine preventability. . Perform a variety of administrative tasks in the City's self-insurance and insurance programs to include the maintenance of records. . Gather data for preparation of insurance applications and budget allocations. . Analyze accident and damage reports for potential subrogation actions and liability exposure. . Coordinate with DMV Pull Notice Program and assist in instructing staff on defensive driving procedures. . Establish and maintain a variety of files and records regarding safety compliance issues. . Serve as EDA representative when an enforcement agency (EP A, AQMD, CAL/OSHA, Federal/OSHA) inspector is conducting an inspection or investigation. 2. CATV On February 2, 2009, the Mayor and Common Council (Resolution No. 2009-23) and the Community Development Commission (Resolution No.CDC/2009-5) approved an Agreement related to the transfer of the CATV employees from the City to the Agency. Included in said Agreement were provisions related to the provision of and payment for certain direct services by the City to the Agency on behalf of the CATV employees. Currently, the only services provided by the City to the Agency are phone and fleet services. These services per the Agreement are being billed at the "actual cost" for the provision of the services directly to the Agency. 3. $90,000 Call Center Agency agrees to pay $90,000 toward the first year funding (FY 2011-2012) for the initiation of the City Call Center. This cost is anticipated to fund necessary equipment and one Call Center staff member. The Call Center is expected to answer calls related to the Agency and transfer appropriate calls to the Agency. Call takers will be trained with regard to Agency related projects and programs. This effort is also intended to reduce the number of non- Agency related calls on Fridays when City offices are closed. 13 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and I)_docx gf'M stTl'.!.(31 OTHER AGENCY ASSUMED CITY COST ITEMS Economic Development Agency City of San Bernardino List of Agency Funded City Obligations Prepared June 1, 2011 Citv Obliaations/Expenditure - Budaeted A. Revenues not received by Agency - Budget reductions 1 South Valle COP Bond City reimbursement 2 City sales tax reimbursements (La Curacao est) 3 City payment HUB project costs $6.9 million notes est 4 Rent and utilities to EDA for 201 Nand 1350 S E buildings B. Expenditures of Agency Budget additions/on-going 1 Commission/Chairperson's office 2 Council offices 3 City Attorney Investigators /Iegal services 4 City Finance admin water credit program 5 City Mobile Home Inspection 6 City Parks and Rec landscaping maintenance 7 City portion Welcome Center 8 PIO Services 9 City HR services to Agency 10 Carousel Mall security 11 Carousel Mall maintenance/utilities (Direct payment) 12 Carousel Mall janitorial 13 Police costs related to Carousel Mall 14 SB Convention and Visitor's Bureau 15 Operation Phoenix utility costs 16 Enterprise Zone expenditures 17 IEEP / Film Commission 18 Code Displacement City Attorney Office 19 COP payment Central Police Dept Building 20 Library debt bond payment 21 Bond debt service Police Facility ($9 million matures 2026) 22 Bond debt service Stadium ($13 million matures 2026) 23 Bond debt service Soccer Park ($2.9 million matures 2026) 24 State Lobbyist 25 Federal Lobbyist 26 Call Center Total including other on-going Agency expenditures FY 10-11 Amount FY 11-12 Amount 176,000 140,000 600,000 216,000 176,250 140,000 600,000 183,000 211,250 145,000 200,000 8,000 32,800 300,000 25,000 13,000 125,000 440,000 375,000 20,000 300,900 200,000 12,000 41 ,900 50,000 200,000 490,000 690,000 765,000 1,190,000 255,000 20,000 22,500 Q 211,250 145,000 100,000 8,000 32,800 o 25,000 o 125,000 440,000 375,000 20,000 300,900 200,000 12,000 48,175 50,000 125,000 490,062 690,000 490,000 1,190,000 255,000 o o 90,000 7,264,350 6.522.437 1 2 3 4 5 6 7 8 (IMPORTANT NOTE: RESCINDED BY RESOLUTION 2011-46) (COMPANION RESOLUTION: 2011-209, 2011-210, 2011-211, CDC/2011-34, CDC/2011-35, CDC/2011-36, CDC/2011-38, CDC/2011-39,CDC/2011-40) RESOLUTION NO. CDC/2011-37 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A MASTER SERVICES AGREEMENT FOR FISCAL YEAR 2011-2012 BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") AND THE CITY OF SAN BERNARDINO ("CITY") AND AUTHORIZING THE AGENCY'S PAYMENT TO THE CITY FOR THE PERFORMANCE OF CERTAIN FUNCTIONS BY CITY DEPARTMENTS FOR THE BENEFIT OF THE AGENCY WHEREAS, the City of San Bernardino, California (the "City"), is a municipal corporation 9 and a charter City duly created and existing pursuant to the Constitution and the laws of the State of 10 California; and 11 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 14 California, organized and existing pursuant to the Community Redevelopment Law (Part 1 of 15 Division 24 commencing with Section 33000) of the Health and Safety Code of the State of 16 California (the "Act"); and 17 WHEREAS, the City is engaging the Agency to provide the financial support and funds for 18 the line items described in the Master Services Agreement (the "Agreement") as authorized in the 19 Agency budget for the 2011-2012 fiscal year of the Agency and the City. The Agency has accepted 20 such obligation to provide the financial support and funds pursuant to the terms of the Agreement 21 during the term of the Agreement; and 22 WHEREAS, it is appropriate at this time for the Commission to approve and authorize the 23 Interim Executive Director to execute said Agreement. NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 24 25 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 26 FOLLOWS: 27 Section 1. The Recitals hereinabove are true and correct and are incorporated herein by 28 this reference. 1 PlAgendaslComm Dev CommissionlCDC 201112011-12 Budget docsI06-23-ll EDA Budget - Master Svcs. Agmt. CDC Reso l.docx CDC/2011-37 1 Section 2. 2 form as attached to this Resolution as Exhibit "A". The Commission hereby approves the final form of the Agreement in the 3 Section 3. 4 Commission. 5 III 6 III 7 III 8 III 9 III 10 III 11 III 12 III 13 III 14 III 15 III 16 III 17 III 18 III 19 III 20 III 21 III 22 III 23 III 24 III 25 III 26 III 27 28 This Resolution shall take effect from and after its date of adoption by this P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11EDA Budget - Master Svcs. Agmt. CDC Reso I.docx 2 1 2 3 4 5 6 CDC/2011-37 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A MASTER SERVICES AGREEMENT FOR FISCAL YEAR 2011-2012 BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") AND THE CITY OF SAN BERNARDINO ("CITY") AND AUTHORIZING THE AGENCY'S PAYMENT TO THE CITY FOR THE PERFORMANCE OF CERTAIN FUNCTIONS BY CITY DEPARTMENTS FOR THE BENEFIT OF 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 Jt. Adj. Regular 8 thereof, held on the 29th 9 Commission Members: 10 MARQUEZ 11 VACANT 12 BRINKER SHORETT 13 KELLEY 14 JOHNSON 15 MC CAMMACK 16 17 18 19 meeting day of Ayes , 2011, by the following vote to wit: June Absent Abstain Nays x x x x x x %J2~~ Secretary ~~ 20 The foregoing Resolution is hereby approved this 2> 6 day of 21 22 23 24 25 26 By: 27 28 June , 2011. P trick' . Morris, Chm Co nity Development Commission of the City of San Bernardino Approved as to Form: ~ h1Ar~ Agency Counsel 3 P:\Agenrlas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11EDA Budget - Master Svcs. Agmt. CDC Reso I.docx CDC/2011-37 EXHIBIT "A" 1 2 MASTER SERVICES AGREEMENT 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 P:\Agendas\Comm Dev Commission\CDC 2011 \2011-12 Budget docs\06-23-11 EDA Budget - Master Svcs. Agmt. COC Reso J.docx CDC/2011-37 MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (this "Agreement") is made and entered into as of the June 30, 2011 (the "Effective Date"), by and between the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Agency"), and the City of San Bernardino, a charter City under the laws and Constitution of the State of California (the "City"). The Agency and the City hereby agree as follows: 1. Enactment of the Agency. The City hereby engages the Agency to provide the financial support and funds for the following described line items as authorized in the Agency budget for the 2011-2012 fiscal year of the Agency and as the same may be additionally set forth in the City budget for the 2011-2012 fiscal year of the City. The Agency hereby accepts such obligation to provide the financial support and funds pursuant to the terms of this Agreement during the term of this Agreement as specified in Section 7. 2. Agency Payments of Bonded Debt Service of the City. During the 2011-2012 fiscal year of the Agency and the City, the Agency shall pay to the City an amount equal to $3,291,312 representing the debt service payments otherwise required to be remitted by the City to the bond trustee for the following described issuances of municipal bonds of the City and/or the Agency for the following described City facilities with the noted source of municipal bond or tax allocation bond financing, as appropriate, which are set forth below for informational purposes: (i) Police Facility - Agency tax allocation bonds (ii) Stadium - Agency tax allocation bonds (iii) Soccer Park - Agency tax allocation bonds (iv) Library - City municipal bond financing (subject to separate Health & Safety Code Section 33445 findings) (v) Central Police Department Building - City municipal bond financing (subject to separate Health & Safety Code Section 33445 findings) (vi) South Valle - City municipal bond financing subject to Agency reimbursement agreement 1 P:\Agendas\Comm Dev Comrnission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and I).docx CDCj2011-37 The debt service schedules and other particulars regarding said debt issuances of the City and the Agency are on file with the official records of the City and Agency with their respective Finance Officers. 3. Payment by Agency of Administrative Services of Benefit to Agency. During the 2011-2012 fiscal year of the Agency and the City, the Agency shall pay to the City an amount equal to $571,250 representing the allocation of the following described services provided by the City to the Agency which are allocated in part to the Agency in the manner and for the line items as set forth below: Total Dollar Description % Allocation Agency Amount of Item to A2encv Payment (i) $845,000 Chairperson's Office 25% $211,250 (ii) $580,000 Council Offices 25% $145,000 (iii) $125,000 Human Resources/Risk 100% $125,000 (iv) $ 90,000 Call Center 100% $ 90,000 Set forth on Exhibit "B" as attached hereto are further details describing the items set forth above and other particulars regarding the allocation of certain cost items of the City to the Agency which shall be a part of this Agreement and which Exhibit "B" is incorporated herein by this reference. All performance items of the City as set forth on said Exhibit "B" shall be performed by the City and shall be enforceable by the Agency against the City in the same manner as though set forth in whole within the text of this Agreement. In addition to the Agency assumed City obligations as set forth in Section 2 and the allocation of certain City cost items to the Agency as set forth on said Exhibit "B", attached hereto as Exhibit "C" is a list of other City obligations and financial commitments which are additionally included in the 2011-2012 Agency budget and which are intended to be paid by the Agency on behalf of the City for the 2011-2012 fiscal year. 4. Issuance of Loan to the City by the Agency. The City and the Agency previously entered into a loan agreement designated as the "Loan Agreement" dated as of June 28, 2010 (the "Agency-City 2010 Loan Agreement"), and a Revenue 2 P:\Agendas\Comm Dev Commission\CDC 2011 \2011-12 Budget docs\06-23.1O EDA Budget - Master Services Agreement FY 11-12 (C and I).docx CDC/2011-37 Anticipation Note, dated as of June 28,2010 (the "2010-2011 Note"), in the principal amount equal to $1,332,925 which pursuant to the terms of the applicable loan agreement was required to be repaid by the City to the Agency, together with interest at the rate of interest per annum as set forth in the Agency-City 2010 Loan Agreement, on or before June 30, 2011. Due to the severe financial crisis the City continues to experience and the financial inability to timely repay the principal of and interest on the Agency-City 2010 Loan Agreement. The City now desires to repay the principal balance of the 2010-2011 Note, together with accrued and unpaid interest thereon, through the issuance and delivery of the Loan Agreement (the "Agency-City 2011-2012 Loan Agreement") and a Revenue Anticipation Note of the City (the "2011-2012 Note"). The current outstanding balance of the Agency-City 2010 Loan Agreement, together with accrued and unpaid interest thereon, is equal to $1,356,250 (the "2011- 2012 Outstanding Balance"). The Loan Agreement and the 2011-2012 Note payable to the Agency in the principal amount equal to $1,356,250 for the repayment of the 2010-2011 Note are addressed in a separate Resolution with Attachments which include the Agency-City 2011-2012 Loan Agreement and the 2011-2012 Note. 5. Manner of Payment: Submittal oflnvoices. The City shall provide a written invoice to the Agency not more than thirty (30) calendar days nor less than fifteen (15) calendar days prior to the date that funds are required to be remitted by the City to the applicable bond trustee pursuant to Section 2 hereof. The City shall additionally provide a written invoice on a monthly basis on or before the twentieth (20th) calendar day of each month solely for the payment equal to one-twelfth (l/lth) of the combined total dollar amounts to be remitted by the Agency to the City pursuant to Section 3 hereof with the final payment to be paid by the Agency to the City not later than June 30, 2012. The Agency shall payor reimburse to the City, as applicable, the amounts that are correctly set forth on the invoices and which are delivered to the Agency by the City in a timely manner pursuant to this Section 5. If any invoice that is properly submitted by the City to the Agency is not paid by the Agency within thirty (30) calendar days after the due date as shall be stated thereon in conformity with this Agreement, interest will be charged on the outstanding delinquent payment amount equal to the rate of interest then paid by the Local Agency Investment Fund ("LAIF") for moneys of local governmental agencies that may be deposited in the LAIF accounts. 3 P:\AgendaslComm Dev CommissionlCDC 2011\2011-12 Budget docsI06-23-10 EDA Budget - Master Services Agreement FY 1]-12 (C and I)docx CDC/2011-37 6. Personnel. All matters pertaining to the hiring, employment supervision, compensation, promotion and discharge of City employees required to perform duties hereunder are the sole responsibility of the City, which is, in all respect, the sole employer of such employees. The City, and not the Agency, shall be solely responsible for the non-compliance by City staff with the provisions of this Agreement. All matters pertaining to the hiring, employment supervision, compensation, promotion and discharge of Agency employees required to perform duties hereunder are the sole responsibility of the Agency, which is, in all respect, the sole employer of such employees. The Agency, and not the City, shall be solely responsible for the non-compliance by Agency staff with the provisions of this Agreement. 7. Term and Termination. The term and thus the effective date of this Agreement shall commence as of July 1,2011, and unless sooner terminated or extended by written agreement of the City and the Agency, shall terminate on June 30, 2012. Such termination date may only be extended by an amendment to this Agreement duly approved by the governing bodies of the City and the Agency and delivered pursuant to written notice given not less than thirty (30) calendar days' prior to the stated termination date with such amendment being executed and approved prior to the date of termination of this Agreement. 8. Indemnification and Insurance. 8.1 Indemnification. 8.1.1 The City shall defend (if requested by the Agency), indemnify, save and hold harmless, the Agency and its commissioners, officials, officers, employees and agents from all claims for all loss or damage to property, including loss of use thereof, and injury to persons resulting from the negligent performance of its obligations under this Agreement, as well as from any claims made by or on behalf of City's agents, servants and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover, the City shall, at all times, defend, indemnify and hold the Agency, its commissioners, officials, officers, employees and agents harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of the failure by the City to comply with all laws, ordinances or governmental regulations applicable to the City or the conduct of the 4 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-1O EDA Budget - Master Services Agreement FY 11-12 (C and l).docx CDC/2011-37 City's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. 8.1.2 The City is and will be an independent contractor at all times and in every respect and not the agent of the Agency. Nothing contained herein and no direction or notification from the Agency or the Executive Director to the City shall be construed so as to create a partnership, joint venture or agency relationship between the parties hereto. 8.1.3 The Agency shall defend (if requested by the City), indemnify and save harmless the City and its commissioners, officials, officers, attorneys, employees and agents from all claims for all loss or damage to property, including loss of use thereof, and injury to persons resulting from the negligent performance under this Agreement, as well as from any claims made by or on behalf of the Agency's agents, servants and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover, the Agency shall, at all times, defend, indemnify and hold the City, its commissioners, officials, officers, employees and agents harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys' and witnesses fees, and expenses incident thereto, arising out the failure by the Agency to comply with all laws, ordinances or governmental regulations applicable to the Agency or the conduct of the Agency's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. 8.1.4 The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "attorney's fees" for the purposes of this Section 8.1. 8.2 Insurance. The City shall purchase and maintain in effect, at its own expense, during the term of this Agreement insurance from insurers acceptable to the Agency protecting said City, the Agency, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury, property damage, including loss of use thereof, which may arise or be alleged to have arisen, from the City's activities in connection with the performance of this Agreement, whether such 5 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and I).docx CDC/2011-37 activities be of the City, the City's agent, or of anyone employed by the City. The types of insurance coverage as well as the amounts of such coverage shall be as follows: 8.2.1 The City shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the City in the performance of the duties described herein. 8.2.2 The City shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for anyone accident or casualty, covering the performance of this Agreement. 8.2.3 Within ten (10) calendar days after the acceptance of this Agreement by the Agency, the City shall deliver to the Agency, certificates of insurance evidencing that insurance has been purchased by the City as required in Section 8.2.2 and copies of endorsements providing (i) thirty (30) calendar days' prior written notice of cancellation, non-renewal or reduction in coverage by the insurers to the Agency, and (ii) automobile liability and comprehensive general liability insurance shall include the Agency, its commissioners, officials, officers, employees and agents as additional insureds. Said certificates of insurance and copies of endorsements shall be on file with the Agency at all times thereafter during the term of this Agreement. Failure of the City to provide the certificates of insurance or subsequent receipt by the Agency of a notice of cancellation of the insurance policy or policies by the City's insurance company or companies shall constitute a material breach of this Agreement and this Agreement may be terminated by the Agency upon written notice. All policies of insurance required and provided by the City under this Section 8.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the Agency, its commissioners, officials, officers, employees and agents. 8.2.4 Notwithstanding the foregoing, the City may substitute a bona fide self-insurance program for any of the insurance requirements indicated in this Section 8.2. The City shall provide the Agency with evidence of excess coverage upon written request. 8.2.5 The Agency shall purchase and maintain in effect, at its own expense, during the term of this Agreement insurance from insurers acceptable to the City protecting said Agency, the City, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury, 6 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and I)_docx CDC/2011-37 property damage, including loss of use thereof, which may arise or be alleged to have arisen, from the Agency's activities in connection with the performance of this Agreement, whether such activities be of the Agency, the Agency's agent, or of anyone employed by the Agency. The types of insurance coverage, as well as the amounts of such coverage shall be as follows: 8.2.6 The Agency shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the Agency in the performance of the duties described herein. 8.2.7 The Agency shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for anyone accident or casualty, covering the performance of this Agreement. 8.2.8 Within ten (10) calendar days after the acceptance of this Agreement by the City, the Agency shall deliver to the City certificates of insurance evidencing that insurance has been purchased by the Agency as required in Section 8.2.7 and copies of endorsements providing (i) thirty (30) calendar days' prior written notice of cancellation, non-renewal or reduction in coverage by the insurers to the City, and (ii) automobile liability and comprehensive general liability insurance shall include the City, its commissioners, officials, officers, employees and agents as additional insureds. Said certificates of insurance and copies of endorsements shall be on file with the City at all times thereafter during the term of this Agreement. Failure of the Agency to provide the certificates of insurance or subsequent receipt by the City of a notice of cancellation of the insurance policy or policies by the Agency's insurance company or companies shall constitute a material breach of this Agreement and this Agreement may be terminated by the City upon written notice. All policies of insurance required and provided by the Agency under this Section 8.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the City, its commissioners, officials, officers, employees and agents. 8.2.9 Notwithstanding the foregoing, the Agency may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section 8.2. The Agency shall provide the City with evidence of excess coverage upon written request. 7 P:\Agendas\Comm Dev Commissinn\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and J).docx CDC/2011-37 9. Miscellaneous. 9.1 Notices. Any and all notices required or permitted to be given hereunder shall be in writing and shall be personally delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, to the respective parties at the addresses indicated below: If to Agency: Redevelopment Agency of the City of San Bernardino Attention: Emil A. Marzullo, Interim Executive Director 201 North "E" Street, Suite 301 San Bernardino, CA 92401 If to City: City of San Bernardino Attention: City Manager and City Clerk 300 North "D" Street San Bernardino, CA 92418 With copies to: City Finance Department Either party may change its address by a notice given to the other party in the manner set forth above. Any notice given personally shall be deemed to have been given upon service and any notice given by certified or registered mail shall be deemed to have been given on the third (3rd) business day after such notice is mailed. 9.2 Integration. This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. Neither of the parties has relied upon any oral or written representation or oral or written information given to it by any representative of the other party. 9.3 Severability. If one or more of the provisions of this Agreement is hereafter declared invalid or unenforceable by judicial, legislative or administrative authority of competent jurisdiction, the parties hereto agree that the invalidity or unenforceability of any of the provisions shall not in any way affect the validity or enforceability of any other provisions of this Agreement. 9.4 Amendment: Modification. No change or modification of the terms or provisions of this Agreement shall be deemed valid unless in writing and signed by both parties subject to governmental approval, as required from the respective governing bodies of the City and the Agency. 8 P:\AgendaslComm Dev CommissionlCDC 2011\2011-12 Budget docsI06-23-1O EDA Budget - Master Services Agreement FY 11-12 (C and l).docx CDC/2011-37 9.5 Governing Law. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of California. 9.6 Waiver. No waiver of any breach or default shall be construed as a continuing waiver of any provIsIOn or as a waiver of any other or subsequent breach of any provision contained in this Agreement. 9.7 Headings. The headings of the Sections of this Agreement have been inserted for convenience of reference only and shall not affect the interpretation of any of the provisions of this Agreement. 9.8 Assignment. Neither party hereto shall assign, hypothecate or otherwise transfer such party's rights hereunder, or delegate such party's duties hereunder, without the prior written consent of the other party hereto and approved by the governing body of each party. 1// 1// 1// /1/ 1// 1// 1// 1// 1// 1// 1// /1/ /1/ 1// 9 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and I).docx CDC/2011-37 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Emil A. Marzullo, Interim Executive Director Approved as to Form: By: C\/lI1.~ L-. y jU{f Agency Co ., el CITY OF SAN BERNARDINO By: Charles McNeely, City Manager SEAL Approved as to Form: By: James F. Penman, City Attorney ATTEST: By: City Clerk 10 P:\AgendasIComm Dev CnmmissionlCDC 2011\2011-12 Budget docsI06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and I).docx CDC/2011-37 EXHIBIT" A" DEBT ISSUANCES OF THE CITY AND AGENCY 11 P:\Agendas\Comm Dev Commission\CDC 2011 \2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-]2 (C and I).docx CDC/2011-37 City of San Bernardino Economic Development Agency Schedule of Long-Term Debt by Project Area June 30, 2010 Southeast State Central City Industrial College North Park $ $ $ 8,203,640 1,021,599 4,784,171 15.790,604 3,860,539 16,895,927 6,929,847 893,511 4,075,393 30,924,091 5,775,649 25,755,491 Tax Allocation Bonds: 1998A TAB Refunding 1998B TAB Refunding 2002A TAB rvlt. Vernon Project 2002A TAB Refunding Issue 2005A TAB Refunding 2005B TAB Refunding 2006 TAB (20% Set Aside) Taxable Subtotal Lease Revenue Bonds: 1997 A Lease Revenue 1996 Lease Revenue Subtotal Certificates of Participation: 1999 COP 4,975,000 -83- CDC/2011-37 continued Low and Moderate South Central City Incollie Northwest Tri-City Uptown Valle Projects Housing $ $ $ $ $ 11,695.000 $ 5,655,000 3,700,890 3,885,935 705,483 1,083,282 2,129,004 5,121,565 1,252,622 2,429,739 1,521,838 2,731,671 993,812 748,928 24,285,000 7,351,732 11,739,171 2,951,917 4,261,949 17,350,000 24,285,000 3,345,000 9,065,000 12,410,000 1,790,000 4,685,000 506,637 506,637 $ 7,351,732 $ 11,739,171 $ 2,951,917 $ 6,051,949 $ 34,951,637 $ 24,285,000 -84- CDC/2011-37 City of San Bernardino Economic Development Agency Schedule of Long-Term Debt by Project Are8 June 30,2010 Mt. Vernon Community Business Development Corridor Block Grant Total Tax Allocation Bonds: 1998A TAB Refunding $ $ $ 11,695,000 1998B TAB Refunding 5,655,000 2002A TAB Mt. Vernon Project 3,165,000 3,165,000 2002A TAB Refunding Issue 23,385,000 2.005A TAB Refunding 47,480,000 2005B TAB Refunding 17.895,000 2006 TAB (20% Set Aside) Taxable 24,285,000 Subtotal 3,165,000 133,560,000 Lease Revenue Bonds: 1997 A Lease Revenue 3,345,000 1996 Lease Revenue 9,065,000 Subtotal 12,410,000 Certificates of Participation: 1999 COP 11,450,000 Notes Payable: Hud Section 108 Cinema 4,240,000 Hud Section 108 Arden Guthrie 7,500,000 7,500,000 Reynolds 506,637 CMB Infrastructure Investment Group 2,500,000 Subtotal 7,500,000 14,746,637 Contracts Payable: Yellow Freight 398,996 398,996 Total $ 3,563,996 $ 7,500,000 $ 172,565,633 -85- CDC/2011-37 EXHIBIT "B" ALLOCATION OF CERTAIN COST ITEMS TO THE AGENCY (INCLUDING DESCRIPTION OF CITY SERVICES TO BE PROVIDED TO THE AGENCY) 1. $125,000 Human Resources and Risk Management. Human Resources: . Recruitment/Selection services - Coordinate hiring process with department, develop recruitment plan, and advertise, screen applicants, schedule testing/interviews, write/review interview questions for legal compliance, conduct background check on applicants, conduct employee orientation. . Selection services - Coordinate background review of applicant, write letters of conditional offer, schedule physical examination, prepare Personnel Action Forms, schedule employee orientation. . Classification services - Develop and update job descriptions, conduct classification studies, review and respond to reclassification requests, conduct salary surveys. . Training Provide/coordinate mandated training to employees on Sexual Harassment/Discrimination and Supervisory Skills, as well as other training include EDA employees in the City Management Development Program (succession planning). . Employee Relations - Advise managers on employee performance/disciplinary issues, administer FMLA, create/update HR related policies and procedures, review existing personnel files for compliance with law and make changes as necessary. . Benefit Services - Assist employees with insurance, retirement and other benefit problems, analyze existing CalPERS health benefits to City health benefits for cost savings/benefit enhancements. . Employee Personnel Files - Maintain employee personnel files and separate employee medical files. . EEO - Investigate complaints of harassment/discrimination, respond to DFEH/EEOC complaints, and provide mandated EEO information. Risk Management: . Assist managers and supervisors in conducting training seminars to provide employees with information regarding safe work practices and accident prevention methods. . Investigate, document, verify, review, negotiate, adjust and settle claims against the EDA. . Conduct field surveys of EDA properties and facilities to identify potential hazards and safety violations. . Evaluate, identify, and determine methods to improve or correct workplace hazards. . Advise EDA on Cal/OSHA and Federal/OSHA regulations. . Advise EDA managers, supervisors, and employees on accident prevention and elimination of unsafe working conditions. 12 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and J).docx CDC/2011-37 . Investigate employee accidents for committee review in order to determine preventability. . Perform a variety of administrative tasks in the City's self-insurance and insurance programs to include the maintenance of records. . Gather data for preparation of insurance applications and budget allocations. . Analyze accident and damage reports for potential subrogation actions and liability exposure. . Coordinate with DMV Pull Notice Program and assist in instructing staff on defensive driving procedures. . Establish and maintain a variety of files and records regarding safety compliance issues. . Serve as EDA representative when an enforcement agency (EP A, AQMD, CALlOSHA, Federal/OSHA) inspector is conducting an inspection or investigation. 2. CATV On February 2, 2009, the Mayor and Common Council (Resolution No. 2009-23) and the Community Development Commission (Resolution No.CDCI2009-5) approved an Agreement related to the transfer of the CATV employees from the City to the Agency. Included in said Agreement were provisions related to the provision of and payment for certain direct services by the City to the Agency on behalf of the CATV employees. Currently, the only services provided by the City to the Agency are phone and fleet services. These services per the Agreement are being billed at the "actual cost" for the provision of the services directly to the Agency. 3. $90,000 Call Center Agency agrees to pay $90,000 toward the first year funding (FY 2011-2012) for the initiation of the City Call Center. This cost is anticipated to fund necessary equipment and one Call Center staff member. The Call Center is expected to answer calls related to the Agency and transfer appropriate calls to the Agency. Call takers will be trained with regard to Agency related projects and programs. This effort is also intended to reduce the number of non- Agency related calls on Fridays when City offices are closed. 13 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget - Master Services Agreement FY 11-12 (C and T).docx gMtstTl'.!Q1 OTHER AGENCY ASSUMED CITY COST ITEMS Economic Development Agency City of San Bernardino List of Agency Funded City Obligations Prepared June 1 , 2011 Citv Obliaations/Expenditure - Budaeted A. Revenues not received by Agency - Budget reductions 1 South Valle COP Bond City reimbursement 2 City sales tax reimbursements (La Curacao est) 3 City payment HUB project costs $6.9 million notes est 4 Rent and utilities to EDA for 201 Nand 1350 S E buildings B. Expenditures of Agency Budget additions/on-going 1 Commission/Chairperson's office 2 Council offices 3 City Attorney Investigators /Iegal services 4 City Finance admin water credit program 5 City Mobile Home Inspection 6 City Parks and Rec landscaping maintenance 7 City portion Welcome Center 8 PIO Services 9 City HR services to Agency 10 Carousel Mall security 11 Carousel Mall maintenance/utilities (Direct payment) 12 Carousel Mall janitorial 13 Police costs related to Carousel Mall 14 SB Convention and Visitor's Bureau 15 Operation Phoenix utility costs 16 Enterprise Zone expenditures 17 IEEP / Film Commission 18 Code Displacement City Attorney Office 19 COP payment Central Police Dept Building 20 Library debt bond payment 21 Bond debt service Police Facility ($9 million matures 2026) 22 Bond debt service Stadium ($13 million matures 2026) 23 Bond debt service Soccer Park ($2.9 million matures 2026) 24 State Lobbyist 25 Federal Lobbyist 26 Call Center Total including other on-going Agency expenditures FY 10-11 Amount FY11-12 Amount 176,000 140,000 600,000 216,000 176,250 140,000 600,000 183,000 211,250 145,000 200,000 8,000 32,800 300,000 25,000 13,000 125,000 440,000 375,000 20,000 300,900 200,000 12,000 41 ,900 50,000 200,000 490,000 690,000 765,000 1,190,000 255,000 20,000 22,500 Q 211,250 145,000 100,000 8,000 32,800 o 25,000 o 125,000 440,000 375,000 20,000 300,900 200,000 12,000 48,175 50,000 125,000 490,062 690,000 490,000 1,190,000 255,000 o o 90.000 7,264,350 6.522.437