HomeMy WebLinkAboutMemorandum/Warner Hodgdon EXCERPTS. . . . . . . From
Warner Hodgdon June 1,2009 Letter of Support
to
Mayor Morris and City Council
'I have appreciated.Mayor Morris'and the Council's courage to put an Action Plan on the table, as no action plan of socio -
economic viability had been implemented in over two and one-half decades. Since the 1970•1985 political and economic successful
days of the Central City, by 2009 the City • County Seat has faced years of falling commercial and neighborhood property values,
decreased revenues, increased crime, blight and decay."
"The above has caused on-going higher income residential socio economic flight and infilled with occupancy seeking lower
rents and foreclosed homes, etc. Thus, the overall City North and South areas, but not limited to, have earned a 'POOR IMAGE'of
blight and decay that needs to be cleaned up immediately."
"I feel from years of experience that a confirmed North / South $2t Billion DUAL FUSION is required; or the EDAW $1 Billion
Central City PREFERRED PLAN ALTERNATIVES will have few persons left in the City to sustain Downtown alone."
"Members of my Heritage family first came to the area in 1848 • 1849. My entire life has been only love for the City and
County Seat, as it is this moment. I have done my best to be a giver not a taker."
'I will soon submit an updated plan for a concurrent$gt Billion North . South Dual Fusion for Quality of Life."
$2 BILLION NORTH • SOUTH DUAL " FUSION
DUAL VISION ....FUTURE QUALITY OF LIFE
I8KI-M HERITAOEOFTHEMOU AINARROWHEAD•IBSi•3mJ CENTRALCITY
AMOWHEADPLAZA • COUN WVERNMENTCFMER
NORTH END ARROWHEAD RESIDENTIAL AREAS
CLEAN • SAFE • SECURE
MUTUAL SUSTAINABILITY.....ONE SUPPORTS THE OTHER
Im
CITY COUNTY IVDA • MUNI JOINT COOPERATION QUALITY OF LIFE
' vy✓.��i�yp�L7sIC�
(for discussion purposes only)
MEMORANDUM
Date: Friday, February 11, 2011
To: Jim Morris, Mayor's Chief of Staff
' From: Warner Hodgdon
Lifelong Citizen, Builder, Contributor
' Former Chairman, San Bernardino Redevelopment Agency 1967-1969 and 1973-1976
Former Chairman/Founder,San Bernardino Economic Development Council 1973-1976
Re: Our Meeting in your Office on Thursday,January 20, 2011; i.e.:
1. Wednesday, January 19, 2011 appreciated urgent call to Warner Hodgdon from
Mayor Morris/Jim Morris,Chief of Staff
2. Draft January 20, 2011 Cooperative Financing Agreement by and between the
Redevelopment Agency and Sustainable Communities Reinvestment
Partnership, Inc. (SCRIP), a non-profit 501-C3, relating to $300,000,000
Redevelopment Project Area Capital Improvements
' 3. Possible MC-CDC meeting relative to the SCRIP above: (1)January 20, 20111:30
pm and/or(b)5:30 pm EDA Board Room
4. Theater Square Block
Dear Jim:
Above Referenced Subject:
y This Memorandum is regarding the above-referenced subjects and issues leading up thereto,
' beginning Wednesday, January 19, 2011 and before. Thanking you in advance for your time and
consideration on Thursday.January 20. 2011 to clarify the above through that time.
Gruen Associates'Professional Services for P3 as to Theater Square Block:
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r I related to you up front during our Thursday,January 20, 2011 meeting,that the day before on
Wednesday,January 19, 20111 was in Los Angeles with Gruen Associates,Architects, Planners, Interiors,
from early morning until about 10:30 pm regarding their services for P3; i.e. (1) Theater Square Block;
' (2) Regal 14 screens; (3) California Theater seismic retrofit, with required new adjacent building
1
' buttresses for restaurant / commercial uses, etc.; (4) Public parking areas for Theater Square; and (5)
Relocation of two "E" Street at 4`" Street Omnitrans bus transfer areas. I did not arrive back in San
' Bernardino until about 12:00 midnight, as I was preparing for my meeting with Mayor Morris/Chair MC-
CDC, scheduled to be in his office the next morning on Thursday, 7:30 am (see: Warner Hodgdon
' Thursday,February 30,2013 Overview Memorandum to Mayor Morris/Chair CDC).
Warner Hodgdon Returned Mayor's Urgent Call:
At home late Wednesday night, January 19, 2011, 1 heard my messages from Aaron Hodgdon
that you and the Mayor were looking for me and it was urgent. The Mayor's or your private number
' (909.723.6082) was left for me to call, and I did so, but it voice responded that no room was available
for more messages.
Governor Brown's Proposal to Restrict Redevelopment Project Areas:
' I learned from the Mayor Thursday morning that your and the Mayors urgency was regarding
Governor Brown's proposed restrictions that could affect the demise of redevelopment agencies/project
areas. Both of you had been urgently meeting with Emil Marzullo, RDA Interim Director and Tim Sabo,
RDA Counsel on Wednesday regarding evaluation of this serious matter. I agree to constructive
thought.
' Amended Articles of San Bernardino Economic Development Council:
' Tim Sabo's purpose for the above-referenced $300,000,000 Redevelopment Project Area
Cooperative Financing Agreement and Capital Improvements was also related to amending the Articles
of Incorporation to the San Bernardino Economic Development Council 501-C3 non-profit corporation,
renamed to SCRIP;and to provide appointment of four additional Board members.
Replacement for Existing SBEC Board Members and Amend By-Laws:
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I understand that on Wednesday the urgency to contact me was to know if I would consider
being one of the three replacements of the existing Board (yourself, Emil and Brian Turnbull, RDA)on an
interim basis to amend the bylaws,etc., and to kick-start this approach in defense of the City RDA. (For
your information: In 1973, while Chairman of the RDA, I also formed and was Chairman of the San
Bernardino Economic Council with its separate Board membership. The purpose was the ability to work
directly with the U.S. Economic Development Administration.)
MC-CDC Approval Required:
W. You and the Mayor informed me of this proposed action the morning of Thursday, January 20,
2011, subject to MC-CDC approval. After I met with him on other matters for about one hour, he then
asked you to give me an overview of Tim Sabo, RDA Counsel, new consideration.
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San Bernardino Economic Council Corporation and MC-CDC January 20,2011 Meeting:
' Accordingly, you explained that Tim Sabo, RDA Counsel, had felt the current three San
Bernardino Economic Council Corporation members: yourself, Emil Marzullo, RDA Interim Director, and
t Brian Turnbull, RDA staff, may meet at 1:30 pm in the RDA Board Room. You called me and left a
message that the San Bernardino Economic Council would not meet, but a joint special meeting of the
MC-CDC had been scheduled for 5:30 pm. I went to the RDA Board Room at 1:30 pm and confirmed the
' Non-Profit Corporation Meeting had been cancelled. I attended the 5:30 pm MC-CDC special meeting.
The following are copies of applicable information discussed and/or you provided to me:
TAB No.
' 1. MC-CDC 01/20/20115:30 pm Special Meeting Agenda; i.e.:
2. Corporate Records of Sustainable Communities Reinvestment Partnership, Inc., (1973 Articles of
Incorporation San Bernardino Economic Development Council)
' (For the Record,: While Chairman of the RDA, I was also Chairman/Founder of the separate San
Bernardino Economic Development Council, the purpose being to work directly with the U.S.
Economic Development Administration and offices therefore were in the Santa Fe Federal
' Building next to City Hall.)
3. Schedule of San Bernardino City Impacts on State RDA Cuts (annual net revenue loss to the City
' budget of$7,082.989).
' 4. Current(annual)Agency Paid City Obligations$4,907,450.
5. RDA Counsel, Tim Sabo's Draft Cooperative Financing Agreement by and between the
' Redevelopment Agency of San Bernardino and Sustainable Communities Reinvestment
Partnership, Inc. (SCRIP), a California 501-C3 (former San Bernardino Economic Development
Council) relating to $300,000,000 Redevelopment Agency Project Areas Capital Improvements
' Projects. -
' 6. RDA Counsel,Tim Sabo's Draft Certificate of Adoption of Bylaws of the Sustainable Communities
Reinvestment Partnership, Inc. as amended by the Board of Directors on Thursday, January 20,
2011.
' 7. January 10, 2011 League of California Cities article from the City Advocate Weekly; i.e.:
' Governor's Budget Eliminates RDA, Enterprise Zones and Realigns State Services to Local
Governments(budget effects on local government)(3 pages)
3
' 8. January 30, 2011 MC-CDC Joint Special Meeting Draft Resolution approving the Cooperative
Financing Agreement, with attachments:
' A. Programs, Projects and Activities by Project Areas Totals$41,078,900 (2 pages)
B. Implementable Plan Public Improvements 2009—2014$35,601,000(1 page)
C. Other SCRIP Contractual Obligations (1 page)
D Agency Real Property Assets scheduled 1 through 29 and Unimproved Agency
Properties: (1)Approximately 100 properties and 100-acre BICE parcels; and (2)Various
remnant parcels throughout the City; i.e.: approximately 25 properties.
9. (Provided to Warner Hodgdon by Tim Sabo, RDA Counsel, Monday, January 24, 2011) Changes
to Cooperative Financing Agreement based on comments received at MC-CDC Joint Special
Meeting on Thursday,January 20, 2011 ($300,000,000),with attachments.
A. Bylaws with original changes from Non-Profit Private Board to Quasi-Public Board.
' B. Alternative Methods for Selection of Directors to Non-Profit Board.
10. January 24, 2011 Gruen Associates' Professional Services Agreement with P3 for its reality check
and comprehensive understanding to implement a P3 Public • Private • Partnership structure
(as recommended in RDA 2007-2009 Urban Land Institute [ULI] and EDAW Report) Fast Track
' Design Build • Lease-Back • and Funding Basis (see immediately attached hereto):
A. Theater Square Block • Regal 14 Screens and Front Restaurants/Commercial
California Theater East Seismic Buttress Buildings for Restaurants/Commercial Use
and Related/Required public parking areas,
B. Nine Illustrative/Presentation Panels San Bernardino Central City Area • County
Government Center • Arrowhead Plaza Overall Green Campus Areas, including
Secombe Lake Park, and new five (5) acre City park area to be built north of 7`"Street
and Waterman Avenue,
C. Relationship of Two Omnitrans Bus Transfer Areas,along both 4`"and "E" Streets and
Interim Relocation Thereof; Penney TBA(shelved by RDA)or Ward TBA(alternate),
D. Retrofit Theater Square • Retrofit Central City Mall/Three-Level Parking Structure
Retrofit City Hall/Five-Level Parking Structure • Retrofit/Re-Open City Convention
' Center and Related Hotel Services
As you and Mayor Morris realize, I have participated in all Urban Land Institute (ULI) meetings
and presentations for their June 2007 Report which recommended demolition of the Central City Mall
and redevelopment of 700± town homes thereon (Lanar/RDA participation agreement), completion of
the California Theater/closed 20 screens area and completion of Phase II for the County Government
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P"
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y Center • Arrowhead Plaza (City, County, State, Federal Complex adopted 1975). 1 subsequently
participated in all EDAW June 2007-June 2009 meetings and presentations regarding the Downtown
Vision Plan, and/or alternatives. Lanar sold the Central City Mall and their 700± town home scheme in
December 2009 to M & D Placo for a Plaza Mexico-type mall use. The City/RDA was shocked and caught
off guard as this action being in conflict with its 2007 ULI Report, making it MOOT. Then came the June
2009 EDAW Vision Report described above and in November 2010 the County made public its March
2010 decision not to purchase the Central City Mall, or portions thereof and not build the County
' Government Center there.
In addition to the above, I have attended all applicable MC-CDC 2007-2011 agenda meetings
' regarding, but not limited to, the City and RDA budgets and other agenda items (including new City
Manager Charles McNeely's June 2010 three-day retreat).
' As part thereof, I have reviewed most of the various City/RDA consultant reports, etc., made
available,and have attended or reviewed the Omnitrans/SANBAG/IVDA data and presentations.
' Thank you again for your time and efforts. As you know, my passion is for the City and the
' County Seat—the same as you and your dad, Mayor Morris, Chair CDC. I take these matters Seriously
and will act accordingly.
' Respectfully,
Warner Hodgdon
See Attached: Thursday, January 20, 2011 Riverside Press Enterprise editorial "Freeze
Redevelopment."
See Attached: Ten Exhibits as Tabbed and Described Within the Body of This Memorandum
Cc: Mayor Patrick Morris, Chairman (MC-CDC)
Council Members,Community Development Commission Members, Etc.
' and others,as listed below:
I'Ward and CDC,Virginia Marques Emil Marzullo, RDA Director
' 2nd Ward and CDC,Jason DesJardins Tim Sabo, RDA Counsel
3rd Ward and CDC,Tobin Brinker James F. Penman,City Attorney
4`"Ward and CDC, Fred Shorett Rachel Clark,City Clerk
'
5th Ward and CDC,Chas A. Kelly For Public Record
e Ward and CDC, Rikke Van Johnson
7'h Ward and CDC,Wendy McCommack
' 5
' Al2 • THURSDAY,January 20,2011
THE PRESS-ENTERPRISE
i OUR VIEWS
Freeze redevelopment
he governor's proposal to end redevelopment
merits thoughtful discussion,not a hectic scramble
' to spend as much redevelopment money as
possible before the state acts. The Legislature
should quickly enact a freeze on new redevelopment
' projects—which would preserve a viable budget solution
and protect local officials from their own rash instincts.
If nothing'. else, Gov. Jerry redevelopment money before it
Brown has proven that local gov- disappears do not suggest a strate
ernmentcan move fast when really gy focused on achieving the great-
-motivated. Last week, the gover- est public benefit.
nor's budget proposed to phase out The sudden flood of spending
' redevelopment to help close the also reminds everyone that rede-
state's $25.9 billion shortfall velopment has little accountability
through 2011.1 Redevelopment al- to the public—even when voters
lows local gov- . can decipher
t ernments to Hasty efforts to Commit the arcane de-
keep a total of$5 tails of redevel-
billion annually redevelopment money opment fi-
to property tax- nances.
es that would do_not suggest a Taxpayers, can,
otherwise go to strate focused on however, un-
schools and oth- strategy focused local
er public agen achieving the most governments'
cies. That mon- long history of
ey is supgosed public benefit, abusing rede-
to improve-rim- velopment
down areas,ijinugh it often ends rules to bolster city coffers. And
up subsidizing big box stores and they see how officials often use the
' auto malls. - process to provide lucrative hand-
In the wake of the governor's outs to developers forprojects that
proposal cities from San Marcos to would happen anyway.
San Jose rushed to tie up as much California should instead be
' redevelopment money as possible. considering whether redevelop-
On Tuesday,Riverside County,ap- ment represents the best use of
Proved$155 million in new redevel- available tax money. Both state
opment borrowing, while "Long and local governments should be
Beach authorized more than $1 directing money to core public
billion in projects. Los Angeles services,yet redevelopment walls
authorized $930 million worth of off funds forprojects thatmay be of
redevelopment plans on Friday. lesser value.So Riverside County
' Letting that funding free-for-all will allocate millions of dollars for
continue,however, serves no one. a Mead Valley transportation yard
The state would lose out on poten- and a shopping center rehab in
tial savings, such as ending the Rubidotix - with no option of
need to give schools$1.8 billion a discussing whether those arehigh-
' year to make up for local property er prioritigs than law enforcement
taxes diverted to redevelopment. or other services the county is
California's fiscal mess is too dire struggling to fund.
for legislators to let a promising Such an approach makes little
option for boosting state finances sense for a state where public
slip away through inertia. finances are in deep distress.State
And local officials need a more and local governments need to
thoughtful approach than spend- make the most effective use of
' ing as much as possible before the public dollars, not unaccountably
state shuts off the redevelopment tie up money without regard to
spigot.Frenzied efforts to commit more nressine mir needs.
5 . 1
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Mayor Patrick J. Morris
CITY OF SAN BERNARDINO Council Members:
300 N. "D" Street Virginia Marquez
Jason Desjardins
San Bernardino, CA 92418 Tobin Brinker
Website: www.sbciry.org Fred Shorett
WBernar
Chas
Van Johnson
s. Wendy McCammack
AGENDA
JOINT SPECIAL MEETING
MAYOR AND COMMON COUNCIL
AND THE
COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO
THURSDAY, JANUARY 20, 2011 - 5:30 P.M.
ECONOMIC DEVELOPMENT AGENCY
BOARDROOM
201 NORTH "E" STREET
' SAN BERNARDINO, CALIFORNIA
The City of San Bernardino recognizes its obligation to provide equal access to those
individuals with disabilities. Please contact the City Clerk's Office (384-5002) two
working days prior to the meeting for any requests for reasonable accommodation to
include interpreters.
Any writings or documents provided to a majority of the City Council/Commission
regarding any item on the agenda will be made available for public inspection at the
City Clerk's Counter at City Hall located at 300 N D" Street, 2nd Floor, during
normal business hours. In addition, such writings and documents will be posted on the
City's website at www.sbcity.or_ rg,
CALL TO ORDER:
PRESENT:
ABSENT:
i
t 01/20l201 t
a
Economic Development Agency
1. Approval of a Cooperation Financing Agreement of the Redevelopment Agency
of the City of San Bernardino and appointing Commission Members to serve on
the board of a certain non-profit corporation (Staff Report not available at
time of printing.)
Resolution of the Community Development Commission of the City of San
Bernardino approving a certain Corporative Financing Agreement by and
between the Redevelopment Agency of the City of San Bernardino ("Agency")
and the Sustainable Communities Reinvestment Partnership. nc , for the
financing, -ding and undertaking of various redevelopment rel ed activities
of the Agency. (Resolution not available at time of printing.)
MOTION 1: That said resolution be adopted.
MOTION 2: That the following two members oV the Redevelopmen
Commission of the City of San Bernardino, and
, be designated to serve as duly appointed
Directors of the Sustainable Communities Reinvestment
Partnership, Inc. (SCRIP) in accordance with the bylaws of
SCRIP.
2. Adjournment. r,w — 1
J /�..Q�C{��Ate' �i
MOTION: That the meeting be adjourned. g.
NOTE: The next joint regular meeting of the Mayor and Common
Council/Community Development Commission is scheduled for 1:30
p.m., Monday, February 7, 2011, in the Council Chambers of City
Hall, 300 North "D" Street, San Bernardino, California.
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NOTICE: Any member of the public may address this meeting of the Mayor and
Common Council/Community Development Commission on any item appearing on the
agenda by approaching the microphone in the Council Chambers when the item about
which the member desires to speak is called and by asking to be recognized.
Any member of the public desiring to speak to the Mayor and Common
Council/Community Development Commission concerning any matter not on the
agenda but which is within the subject matter jurisdiction of the Mayor and Common
Council/Community Development Commission, may address the body at the end of the
meeting, during the period reserved for public comments. Said total period for public
comments shall not exceed forty-five (45) minutes, unless such time limit is extended
by the Mayor and Common Council/Community Development Commission. A three
minute limitation shall apply to each member of the public, unless such time limit is
extended by the Mayor and Common Council/Community Development Commission.
No member of the public shall be permitted to "share" his/her three minutes with any
other member of the public.
The Mayor and Common Council/Community Development Commission may refer any
item raised by the public to staff, or to any commission, board, bureau, or committee
for appropriate action or have the item placed on the next agenda of the Mayor and
Common Council/Community Development Commission. However, no other action
shall be taken nor discussion held by the Mayor and Common Council/Community
Development Commission on any item which does not appear on the agenda unless the
action is otherwise authorized in accordance with the provisions of subdivision (b) of
Section 54954.2 of the Government Code.
Public comments will not be received on any item on the agenda when a public hearing
has been conducted and closed.
3 01/20/2011
' CORPORATE RECORDS
SUSTAINABLE COMMUNITIES REINVESTMENT PARTNERSHIP,INC.
1. Articles of Incorporation of San Bernardino Economic Development Council,October
' 1973
2. Statement by Domestic Nonprofit Corporation of San Bernardino Economic
Development Council,August 23, 1989
' 3. Statement oflnformation of San Bernardino Economic Development Council,December
8,2003
4. Resolution 2008-1 of Sustainable Communities Reinvestment Partnership, Inc.
Appointing New Board of Directors and Officers,Approving Amendment to Articles of
' Incorporation, Authorizing Taking Steps Necessary to Obtain 501(c)(3) Status, and
Authorizing Opening of Bank Account,June 24,2008
5. Certificate of Amendment of Articles of Incorporation of Sustainable Communities
' Reinvestment Partnership,Inc.,July 31,2008
6. Statement of Information of Sustainable Communities Reinvestment Partnership, Inc.,
July 3,2008
7. Power of Attorney and Declaration of Representative,July 3,2008
8. IRS Determination Letter,dated March 4,2009
9. Resolution 2009-1 of Sustainable Communities Reinvestment Partnership, Inc.
Authorizing Ratification of Bylaws as of September 4,2009
10. Bylaws of the Sustainable Communities Reinvestment Partnership, Inc.,September 4,
2009
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' 4832-1533-2357.1
CITY OF SAN BERNARDINO
IMPACT OF STATE BUDGET RDA CUT
Revenue DRAFT
Projected Tax Increment 37,037,500
Low Moderate Housing (20% set aside) (7,407,500)
iBond Payments and Fees (17,454,840)
Pass through Agreements (1,482,800)
Net property tax available 10,692,360
Net after voter approved indebtness (1.25) 8,553,888
City's 17% portion of property tax revenue using existing
formula 1,454,161
Expenses
Current Agency paid City expenditures 4,907,450
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Building Maintenance (assuming City is successor entity) 3,629,700
' Total Expenses 8,537,150
Net Loss to the City oC4.o464A (7,082,989)
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CITY OF SAN BERNARDINO
IMPACT OF STATE BUDGET RDA CUT
' DRAFT
Current Agency Paid City Obiligations FY 10-11
Amount
' 1 South Valle COP Bond City reimbursement 176,000
2 Rent and utilities to EDA for 201 N and 1350 S E buildings 216,000
3 Commission/Chairperson's office 211,250
' 4 Council offices 145,000
5 City Attorney Investigators/legal services 200,000
6 City Finance admin water credit program 8,000
7 City Mobile Home Inspection 32,800
8 City Telecom ($500 expenditures- $125,000 revenue) 375,000
9 City Parks and Rec landscaping maintenance 300,000
t10 City portion Welcome Center($50k total) 25,000
11 PIO Services 13,000
12 City HR services to Agency 125,000
13 Carousel Mall security 440,000
75
,
14 Carousel Mall maintenance/utilities (Direct payment) 3000
20
15 Carousel Mall janitorial ,000
16 Police costs related to Carousel Mall 300,900
' 17 SB Convention and Visitor's Bureau 460,000
18 Operation Phoenix utility costs 12,000
19 IEEP/Film Commission 50,000
' 20 Code Displacement City Attorney Office 200,000
21 COP payment Central Police Dept Building 490,000
22 Library debt bond payment 690,000
t. 29 State Lobbyist 20,000
30 Federal Lobbyist 22,500
Total 4.907.450
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14 ok�.A
-U-e AW w44 -109
COOPERATIVE FINANCING AGREEMENT
by and between
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
and
1
SUSTAINABLE COMMUNITIES REINVESTMENT
' PARTNERSHIP,INC.,A CALIFORNIA NON-PROFIT CORPORATION
Relating to the
$300,000,000
' REDEVELOPMENT AGENCY OF THE /
CITY OF SAN BERNARDINO
REDEVELOPMENT PROJECT AREAS
' CAPITAL IMPROVEMENT PROJECTS
I
Cooperative Agreement-I-18-I l
r
COOPERATIVE FINANCING AGREEMENT
THIS COOPERATIVE FINANCING AGREEMENT is made and entered into as of
January , 2011 (this "Financing Agreement"), by and between the Redevelopment Agency of
the City of San Bernardino, a public body, corporate and politic existing under the laws of the
State of California(the "Agency") and the Sustainable Communities Reinvestment Partnership,
Inc., a California non-profit corporation("SCRP"),as follows.
WITNESSETH:
Fill WHEREAS, the Agency was established by appropriate action of the City of San
Bernardino (the "City"), for the purposes of exercising redevelopment powers within the City
boundaries through the adoption and approval of various redevelopment project areas that are
currently in existence within the City (the "Project Areas") as further described in the applicable
redevelopment plans accompanying such Project Areas(the"Redevelopment Plans"); and
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.. WHEREAS, SCRP was formed pursuant to the non-profit corporation laws of the State
of California and was formerly known as the Economic Development Corporation, and pursuant
to an amendment of its corporate documents, SCRP duly approved a name change as such
' currently exists for the purposes of assisting in the implementation of various redevelopment
initiatives within the City and to undertake such other activities, programs and projects of the
Agency and the City as are then deemed advisable by SCRP through its board of directors;and
r. WHEREAS, pursuant to the Community Redevelopment Law (Health & Safety Code
Section 33000, et seq) (the "CRL" or the "Authorizing Provisions", the Agency may enter into
' cooperation agreements and financing agreements with other public agencies,private entities and
non-profit corporations to carry out its redevelopment and other public infrastrucure
development purposes; and
WHEREAS, SCRP has requested that the Agency act at this time to assist SCRP with the
financing of certain public infrastructure and the implementation of other programs and activities
located within the Project Areas, together with other public infrastructure that is necessary to
support the long-term development and redevelopment of the portions of the City located within
the Project Areas, namely, those public improvements, public infrastructure and other
developments and activities, programs and projects all as set forth in the current year 2010-201
Budget of the Agency and the Downtown Vision Plan for the Theater District of the Agency as
indicated on Exhibit "A" (the "Programs, Projects and Activities") as attached hereto and
incorporated herein by reference plus those other public improvements and public infrastrucure
as set forth on the Implementation Plan of the Agency as indicated on Exhibit `B" (the
"Implementation Plan Public Improvements") as attached hereto and incorporated herein by
reference(collectively,the"Redevelopment Related Improvements'); and
WHEREAS, in addition to the Redevelopment Related Improvements, SCRP, in j
furtherance of the redevelopment of various areas of the City and in particular with the Project
r Areas, requires the Agency to commit to certain levels of additional financing amounts to SCRP
for the fulfillment of the contractual commitments and other financial obligations as set forth on
Military Base Reuse Funding Agreement-1-17-11
1
Exhibit "C" (the "Other SCRP Contractual Obligations") as attached hereto and incorporated
herein by reference; and
WHEREAS, the Agency has determined to finance the Redevelopment Related
Improvements and the Other SCRP Contractual Obligations by the incurring of the indebtedness
as required by this Financing Agreement, including, but not limited, the issuance of one or more
EB-5 foreign investor direct loan obligations, other privately placed loans with commercial
lenders and private parties, the issuance of municipal bonds and the pledge of the tax increment
_ revenues of the Agency to SCRP as set forth in this Financing Agreement during the period of
time that the Agency is entitled to receive tax increment revenues pursuant to the Redevelopment
' Plans for the Project Areas as the financial obligations of the Agency as shall be applicable for
the period of time that such financial obligations of the Agency to SCRP are payable hereunder;
and
_ WHEREAS, in order to secure the financial obligations of the Agency to SCRP as
provided in this Financing Agreement, the Agency desires to transfer to SCRP, the Agency real
_ property assets as described on Exhibit "D" (the "Agency Real Property Assets') as attached
,m hereto and incorporated herein by reference which shall be operated and managed by SCRP with
the tax increment revenues to be provided by the Agency to SCRP for such purposes at such time
as determined by SCRP in its sole and absolute discretion as further provided herein; and
IN
WHEREAS, the Agency and SCRP seek to provide through this Financing Agreement
that in addition to the obligations as incurred pursuant to this Financing Agreement, the Agency
.. shall pledge to SCRP additional revenues as necessary to support the ongoing contractual and
budgeted obligations and commitments of SCRP as shall be incurred in furtherance of the
improvement of the Redevelopment Related Improvements and the Other SCRP Contractual
Obligations and to fund the construction and/or financing of the Redevelopment Related
Improvements and the Other SCRP Contractual Obligations; and
WHEREAS, consistent with the SCRP obligations incurred pursuant to this Financing
Agreement and the commitment of the Agency to fulfill its financial commitments to SCRP,
during the Term (as defined in Section 1.03) of this Financing Agreement, the Agency tax
increment revenues available pursuant to the Redevelopment Plans for the Project Areas shall
become revenues attributed to SCRP, and the Agency herein pledges the tax increment revenues
for the payment and repayment of the obligations to pay for and for the administration and
undertaking of the Redevelopment Related Improvements, the Other SCRP Contractual
Obligations and/or the other obligations as incurred pursuant to this Financing Agreement; and
WHEREAS, the Agency and SCRP have determined that it is in the best interests of the
Agency and SCRP to enter into this Financing Agreement to finance said Redevelopment
Related Improvements and the other obligations as incurred pursuant to this Financing
Agreement, and thus desire to provide for the terms and conditions of their cooperation in such
matters as herein provided.
NOW THEREFORE,the parties to this Financing Agreement agree, as follows.
Military Base Reuse Funding Agreement-1-17-11
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ARTICLE I
DEFINITIONS; TERM OF FINANCING AGREEMENT
Section 1.01. Recitals. The Recitals set out above are true and correct.
' Section 1.02. Definitions. Unless the context otherwise requires, capitalized terms used
herein and not defined herein shall have the meanings as generally ascribed to such terms.
Section 1.03. Term. This Financing Agreement shall remain in full force and effect so
long as the obligations incurred by the Agency to SCRP remaining outstanding and unpaid, but
in no event later than the last date that the Agency is entitled to receive the tax increment
revenues pursuant to the Redevelopment Plans for the Project Areas for the repayment of
indebtedness and other financial and contractual obligations.
ARTICLE II
' PAYMENT OF TAX INCREMENT REVENUES OF AGENCY TO SCRP
Section 1.04. Transfer of Powers.
t (a) In order to cant' out the Redevelopment Related Improvements and the Other
SCRP Contractual Obligations, SCRP shall assume all performance obligations with respect
thereof and the Agency hereby pledges to SCRP all tax increment revenue available to the
Agency from the Redevelopment Plans for the Project Areas during the Term of this Financing
Agreement for the payments as required for SCRP to fully perform each and every financial and
contractual obligation as set forth on Exhibits "A", `B", "C" and "D" as to the Redevelopment
' Plans for the Project Areas. The Agency shall be responsible for compliance with all
requirements imposed by the Redevelopment Plans and for the timely payment of funds and the
' reporting of such uses pursuant to the CRL, and SCRP shall be responsible for all compliance
with respect to the public works requirements as imposed pursuant to California law with regard
to the Redevelopment Related Improvements and the Other SCRP Contractual Obligations.
(b) SCRP shall use and apply the tax increment revenues as pledged pursuant to this
Financing Agreement to undertake, manage, administer and implement all aspects of the
' Redevelopment Related Improvements and the Other SCRP Contractual Obligations, specifically
including,but not limited to:
' 1. the design, construction and implementation of the Redevelopment Related
Improvements as set forth in the 2010-201 Budget of the Agency and the
Downtown Vision Plan for the Theater District of the Agency as indicated on
' Exhibit"A';
2. undertaking of the Implementation Plan Public Improvements as set forth on
' Exhibit`B";
3. undertaking of the Other SCRP Contractual Obligations as set forth on Exhibit
"C";
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4. managing and maintaining the Agency Real Property Assets as set forth on
Exhibit"D".
(c) The Agency Real Property Assets shall be transferred by the Agency to SCRP in
fee title at such time as SCRP in its sole and absolute discretion determines that SCRP requires
all or any portion of the Agency Real Property Assets at such time to be used by SCRP in
furtherance of the redevelopment and economic development related activities of SCRP and the
•- Project Areas. The obligation of the Agency to transfer the Agency Real Property Assets shall
be a binding and enforceable contractual obligation upon the Agency from and after the date of
this Financing Agreement, and any failure of the Agency to transfer all or any portion of the
Agency Real Property Assets as required herein shall be an Event of Default pursuant to Section
3.01 hereof.
Section 2.02. Irrevocable Pledge of Tax Increment Revenues. Pursuant to and in
consideration of the assumption of the obligations by SCRP as set forth in Section 2.01 above,
commencing as of the date of this Financing Agreement during the 2010-2011 fiscal year, those
tax increment revenues derived by the Agency from the Redevelopment Plans for the Project
Areas are hereby irrevocably pledged to SCRP pursuant to this Financing Agreement on a basis
subordinate to all presently authorized and issued, and firture authorized and issued debt
obligations of the Agency that are sold through municipal underwriting means or debt
obligations with third party commercial lenders, including, but not limited to those amounts that
are in excess of the tax increment revenues budgeted to be expended by the Agency for the
current 2010-2011 fiscal year of the Agency. Such pledge of the tax increment revenues of the
Agency to SCRP shall be irrevocable during the Term of this Financing Agreement. The
maximum dollar amount of the tax increment revenues pledged by the Agency to SCRP pursuant
' to this Financing Agreement for the use and pledge of tax increment revenues for debt
obligations that are intended to be issued or incurred by SCRP on and after the date of this
Financing Agreement shall not exceed $300,000,000 in the aggregate principal amount.
' Section 2.03. Use of Tax Increment Revenues.
(a) Throughout the Term of this Financing Agreement, SCRP hereby agrees that the tax
increment revenues as pledged by the Agency pursuant to Section 2.02 above shall be applied for
the payment and/or repayment of the obligations incurred by SCRP pursuant to Section 2.01
above.
(b) SCRP shall take all steps necessary to utilize the tax increment revenues to pay
' principal and interest due on all debt and other contractual obligations of SCRP as specified in
this Financing Agreement. Such payments shall be absolute obligations of SCRP and shall not
be subject to any deduction or offset of any kind whatsoever.
Section 2.04. Use of Excess Tax Increment Revenues. During the Term of this
Financing Agreement and to the extent that there are excess tax increment revenues ("Excess
Tax Increment Revenues") after payment and/or repayment of the various obligations incurred
by SCRP pursuant to Section 2.01 above, such Excess Tax Increment Revenues shall be used by
' SCRP for other qualifying public works projects and the improvements within the Project Areas
or transferred to the Agency for use pursuant to the Redevelopment Plans for the Project Areas.
' Military Rase Reuse Funding Agreemem-1-17-11
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ARTICLE III
EVENTS OF DEFAULT; RIGHTS AND REMEDIES
I ' Section 3.01. Each of the following occurrences shall constitute an "Event of Default"
under this Financing Agreement:
(a) Failure to Make Payments When Due. Failure by either party to pay (i) any
amount due on or before the date that such payment is due and payable pursuant to this
Financing Agreement.
(b) Other Defaults. Should SCRP fail duly and punctually to perform or observe any
agreement, covenant or obligation binding on SCRP under this Financing Agreement which
could lead to an Event of Default, such failure shall continue for thirty (30) calendar days after
the earlier of(i) the date as of which SCRP had actual knowledge of such failure, and (ii) the
date on which the Agency gives SCRP notice of such failure.
(c) Breach of Representation or Warranty. Should any representation or warranty
made or deemed made by one party to the other party herein be false or misleading in any
material respect on the date as of which made which could lead to an Event of Default which is
P1 not remedied to the satisfaction of the non-defaulting party within ninety (90) calendar days
following receipt by the defaulting parry of written notice of such inaccuracy.
Section 3.02. Rights and Remedies.
(a) Acceleration.Etc. Upon the occurrence of any Event of Default by the Agency to
remit the tax increment revenues to SCRP, the unpaid principal amount of any and all tax
increment revenues payable pursuant to this Financing Agreement shall automatically become
immediately due and payable for each fiscal year in which such Event of Default shall have
occurred. After the expiration of all cure periods by the Agency, thereafter SCRP may exercise
any or all rights and remedies under this Financing Agreement or otherwise pursuant to
f applicable law.
(b) Waiver of Demand. Demand, presentment, protest and notice of nonpayment are
r. hereby waived by SCRP. SCRP also waives, to the extent permitted by law, the benefit of all
valuation,appraisal and exemption laws.
(c) Parties to Institute Proceedings. Upon a default by either party, the non-
defaulting party may institute any proceeding at law or in equity to enforce the obligations of the
W other party under this Financing Agreement and/or any covenants and obligations of the other
party contained in this Financing Agreement.
V (d) Waivers Amendments and Remedies. No delay or omission of the either party to
exercise any right under this Financing Agreement shall impair such right or be construed to be a
waiver of any Event of Default or an acquiescence therein, and any single or partial exercise of
' Military Base Reuse Funding Agreement-1-17-11
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any such right shall not preclude other or further exercise thereof or the exercise of any other
^ right, and no waiver, amendment or other variation of the terms, conditions or provisions of this
Financing Agreement whatsoever shall be valid unless in a writing signed by the other party,and
then only to the extent in such writing specifically set forth. All remedies contained in this
Financing Agreement or by law afforded shall be cumulative and all shall be available to the
r parties Lender until the obligations have been paid in full and this Financing Agreement has been
terminated or until the expiration of the Term of this Financing Agreement.
ARTICLE IV
i �
MISCELLANEOUS
Section 4.01. Amendment. The provisions of this Financing Agreement may be
amended only upon the written approval of the parties hereto which approval shall be granted at
the absolute and sole discretion of each party.
Section 4.02. Beneficiaries of Financing Agreement. To the extent applicable, the
r parties identified in the Redevelopment Related Improvements and the Other SCRP Contractual
Obligations are expressly recognized as a third party beneficiary hereto. Nothing in this
Financing Agreement, expressed or implied, is intended to give to any person, other than SCRP
and the Agency, as parties hereto, and those parties identified in the Redevelopment Related
r Improvements and the Other SCRP Contractual Obligations,all as third party beneficiary hereof,
any right, remedy or claim under or by reason of this Financing Agreement. Any covenants,
P+ stipulations,promises or agreements in this Financing Agreement contained by and on behalf of
.. SCRP and the Agency or any member, officer or employee thereof shall be for the sole and
exclusive benefit of SCRP and the Agency as parties hereto and the parties identified in the
' Redevelopment Related Improvements and the Other SCRP Contractual Obligations as third
party beneficiary hereof.
' Section 4.03. No Personal Liability. No member, officer or employee of SCRP or the
Agency shall be individually or personally liable for the payment of any amounts of the tax
increment revenues as pledged to SCRP by the Agency pursuant to this Financing Agreement;
' but nothing herein contained shall relieve any member, officer or employee of SCRP and the
Agency from the performance of any official duty provided by law.
i
Section 4.04. Partial Invalidity. If any one or more of the agreements or covenants or
portions thereof provided in this Financing Agreement to be performed on the part. of SCRP or
the Agency should be contrary to law, then such agreement or agreements, such covenant or
covenants, or such portions thereof, shall be null and void and shall be deemed separable from
( V the remaining agreements and covenants or portions thereof.
i
Section 4.05. Notices and Delivery. Any consent, notice or other communication
herein required or permitted to be given shall be in writing and may be personally served,
telecopied or sent by courier service or United States mail and shall be deemed to have been
given when delivered in person or by courier service, upon receipt of a telecopy (or on the next
business day if such telecopy is received on a non-business day or after 5:00 p.m. (at the office of
the recipient) on a business day) or four (4) business days after deposit in the United States mail
' (registered or certified, with postage prepaid and properly addressed). Any party delivering a
Military Base Reuse Funding Agreement-1-17-11
6
communication by telecopy shall also send a copy thereof by one of the other means provided in
this Section 4.05. For the purposes hereof the addresses of the parties hereto (until notice of a
change thereof is delivered as provided in this Section 4.05) shall be as set forth in the official
business addresses of each party as of the date of this Financing Agreement and at such other
address as may be designated by such parry in a written notice to all of the other party.
Section 4.06. Survival of Warranties and Agreements. All agreements,
representations,warranties and indemnities made or given herein shall survive the execution and
delivery of this Financing Agreement and the making, repayment and fulfillment of the
obligations of the parties as incurred in this Financing Agreement.
Section 4.07. Severability. In case any provision in or obligation under this Financing
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.
Section 4.08. Headings. Section headings in this Financing Agreement are included
herein for convenience of reference only and shall not constitute a part of this Financing
Agreement for any other purpose or be given any substantive effect.
Section 4.09. Governing Law; Waiver. This Financing Agreement shall be
governed by, and shall be construed and enforce in accordance with, the laws of the State of
California.
Section 4.10. Successors and Assigns. This Financing Agreement shall be binding
_ upon the parties hereto and their respective successors and assigns. The terms and provisions of
this Financing Agreement shall inure to the benefit of any assignee or transferee of the tax
,. increment revenues or any portion thereof, and in the event of any permitted such transfer or
assignment, the rights and privileges herein conferred upon the applicable party shall
automatically extend to and be vested in such transferee or assignee, all subject to the terns and
conditions hereof.
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Section 4.11. Performance of Obligations. SCRP agrees that the Agency may, but
shall have no obligation to,make any payment or perform any act required of SCRP under any of
the obligations as incurred by SCRP pursuant to this Financing Agreement or take any other
action which the Agency in its discretion deems necessary or desirable to protect or preserve the
pledge of the tax increment revenues pursuant to this Financing Agreement.
Section 4.12. Construction. The parties acknowledge that each party has reviewed and
revised this Financing Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Financing Agreement or any amendments or exhibits hereto.
Section 4.13. Entire Agreement. This Financing Agreement embodies the entire
agreement between the parties and supersedes all prior agreements, written and oral, relating to
' the subject matter hereof.
Military Base Reuse Funding Agreement-1-17-11
7
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Section 4.14. Execution in Several Counterparts. This Financing Agreement may be
executed in any number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original; and all such counterparts, or as many of them as SCRP and the Agency
ishall preserve undestroyed, shall together constitute but one and the same instrument.
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i Military Base Reuse Funding Agreement-1-17-11
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IN WITNESS WHEREOF, the Redevelopment Agency of the City of San Bernardino
and the Sustainable Communities Reinvestment Partnership, Inc., a California non-profit
corporation, have caused this Cooperative Financing Agreement to be signed in their name by
their respective Executive Directors all as of the date and year first above written.
L Agency
' Redevelopment Agency of the City of San
Bernardino
II ,
By:
' Interim Executive Director
ATTEST:
By.
Clerk of the Board
APPROVED AS TO FORM:
By.
Agency Counsel
tSCRP
Sustainable Communities Reinvestment
Partnership, Inc., a California non-profit corporation
By:
President
ATTEST: I
By.
Secretary
Military Base Reuse Funding Agreement-1-17-11
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Exhibit"A"
Programs, Projects and Activities
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Military Base Reuse Funding Agreement-1-17-11
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Exhibit"B"
Implementation Plan Public Improvements
Military Base Reuse Funding Agreement-1-17-11
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Exhibit"C"
Other SCRP Contractual Obligations
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Exhibit"D"
1 Agency Real Property Assets
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Military Base Reuse Funding Agm mt-1-17-11
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CERTIFICATE OF ADOPTION OF BYLAWS
r OF THE
SUSTAINABLE COMMUNITIES REINVESTMENT PARTNERSHIP,INC.
I, the undersigned, do hereby certify:
' 1. That I am the duly elected and President of the SUSTAINABLE
COMMUNITIES REINVESTMENT PARTNERSHIP, INC., a California nonprofit public
benefit corporation.
2. That the foregoing Bylaws constitute the Bylaws of said corporation as
adeptanioded by the Board of Directors of said corporation on September 4January 20,201189.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 420th day of
' SepwmberJanuary, 201189.
President
1
' 4847-0251-9556.1 16
BYLAWS
' OF THE
' SUSTAINABLE COMMUNITIES REINVESTMENT PARTNERSHIP, INC.
a California Nonprofit Public Benefit Corporation
History of Actions Taken
Related to Bylaws Date
Bylaws Adopted September 4,2009
' Amendment January 20, 2011
1
1
' 4847-0251-9556.1
BYLAWS OF THE
' SUSTAINABLE COMMUNITIES REINVESTMENT PARTNERSHIP, INC.
TABLE OF CONTENTS
Page
ARTICLE NAME AND CORPORATE OFFICES ....................................................................12
1.1 NAME................................................................................................................12
' 1.2 PRINCIPAL OFFICE........................................................................................12
1.3 OTHER OFFICES.............................................................................................12
t1.4 PURPOSES........................................................................................................12
' ARTICLE II DIRECTORS.............................................................................................................2
2.1 GENERAL POWERS..........................................................................................2
2.2 SPECIFIC POWERS.........................................................................................32
' 2.3 NUMBER OF DIRECTORS.............................................................................42
2.4 RESTRICTIONS ON INTERESTED PERSONS AS DIRECTORS ...............42
' 2.5 ELECTION AND TERM OF OFFICE OF DIRECTORS................................42
2.6 RESIGNATION AND VACANCIES...............................................................52
t2.7 PLACE OF MEETINGS:MEETINGS BY TELEPHONE...............................52
' 2.8 REGULAR MEETINGS ...................................................................................52
2.9 SPECIAL MEETINGS:NOTICE.....................................................................62
' 2.10 QUORUM..........................................................................................................62
2.11 WAIVER OF NOTICE......................................................................................62
2.12 ADJOURNMENT..............................................................................................72
2.13 NOTICE OF ADJOURNED MEETING...........................................................72
' 2.14 ACTION BY WRITTEN CONSENT WITHOUT A MEETING.....................72
2.15 FEES AND COMPENSATION OF DIRECTORS AND
REIMBURSEMENT.........................................................................................72
' 4847-0251-9556.1 11
II
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ARTICLEIII COMMITTEES......................................................................................................72
1 3.1 COMMITTEES OF DIRECTORS....................................................................72
1 .2 MEETINGS AND ACTION OF COMMITTEES............................................82
ARTICLEIV OFFICERS.............................................................................................................92
1 4.1 OFFICERS.........................................................................................................92
_ 4.2 ELECTION OR APPOINTMENT OF OFFICERS ..........................................92
4.3 SUBORDINATE OFFICERS............................................................................92
4.4 REMOVAL AND RESIGNATION OF OFFICERS........................................92
4.5 VACANCIES IN OFFICES ..............................................................................92
1 4.6 CHAIRMAN OF THE BOARD......................................................................102
1 4.7 PRESIDENT....................................................................................................102
4.8 VICE PRESIDENT..........................................................................................102
1 4.9 SECRETARY..................................................................................................102
1 4.10 TREASURERGHIEF ❑iwr NG r n� ..................112
4.11 DEPOSIT AND DISBURSEMENT................................................................112
1 4.12 BOND..............................................................................................................112
1 ARTICLE V INDEMNIFICATION OF DIRECTORS. OFFICERS.EMPLOYEES.
ANDOTHER AGENTS..................................................................................................112
1 5.1 INDEMNIFICATION......................................................................................112
5.2 APPROVAL OF INDEMNITY.......................................................................122
1 .3 PAYMENT OF EXPENSES IN ADVANCE..................................................122
5.4 INSURANCE INDEMNIFICATION..............................................................122
1 .5 AMENDMENT. REPEAL OR MODIFICATION..........................................122
r ARTICLE VI RECORDS AND REPORTS...............................................................................122
W
1 RECORDS: INSPECTION BY DIRECTORS................................................122
J y+ 6.2 ANNUAL REPORT........................................................................................132
I1 4847-0251-9556.1 111
6.3 ANNUAL STATEMENT................................................................................132
6.4 REPORTS TO SECRETARY OF STATE......................................................142
' ARTICLE VII GENERAL MATTERS......................................................................................142
.1 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS...........................142
' 7.2 CORPORATE CONTRACTS AND INSTRUMENTS;
HOW EXECUTED..........................................................................................142
7.3 CONSTRUCTION: DEFINITIONS................................................................152
' ARTICLE VIII AMENDMENTS..............................................................................................152
AMENDMENT BY DIRECTORS..................................................................................152
' 8.2 RECORD OF AMENDMENTS......................................................................152
ARTICLE IX INTERPRETATION ...........................................................................................152
9.1 AMENDMENTS TO LAW.............................................................................152
1
4847-0251-9556.1 IV
BYLAWS
OF THE
SUSTAINABLE COMMUNITIES REINVESTMENT PARTNERSHIP,INC.
ARTICLE I
NAME AND CORPORATE OFFICES
' 1.1 NAME
The name of this corporation is the SUSTAINABLE COMMUNITIES
REINVESTMENT PARTNERSHIP, INC. (the"Corporation").
1.2 PRINCIPAL OFFICE
' The principal office for the transaction of the activities and affairs of the Corporation(the
"Principal Office") shall be 201 North "E Street, Third Floor, San Bernardino, California
92401. The Board may change the Principal Office from one location to another. Any change of
location of the Principal Office shall be noted by the Secretary on these Bylaws opposite this
section or this section may be amended to state the new location.
' 1.3 OTHER OFFICES
The Board may at any time establish branch or subordinate offices at any place or places
where the Corporation is qualified to conduct its activities.
' 1.4 PURPOSES
A. This corporation is a nonprofit public benefit corporation and is not organized for
the private gain of any person. It is organized for public purposes within the meaning of the
Nonprofit Public Benefit Corporation Law (codified at California Corporations Code Sections
t 5110 et seq.), as amended from time to time, and is organized and operated exclusively for
charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, or the corresponding provisions of any subsequent federal tax laws (the
"Code").
B. This Corporation is formed for the purpose of lessening governmental burdens by
providing assistance to the Redevelopment Agency of the City of San Bernardino (the
"Agency") in its efforts to promote the green development and redevelopment ""thin of the Git7
of to implement other financings and projects that may be requested by the
'
Agency to be undertaken by the Corporation within the municipal boundaries of the City of San
Bernardino but only to the extent that such purposes constitutes exclusively charitable, scientific
and educational purposes within the meaning of Sections 501(c)(3), 170(c)(2)(B), 2055(a)(2) and
2522(a)(2)of the Code.
' 4847-0251-9556.1 1
C. In its exercise of the above purpose, the Corporation shall have the following
powers, subject to those limitations set forth in these Bylaws:
(1) To enter into, perform and carry out contracts of any kind necessary to, or
in connection with, or incidental to, the accomplishment of the purposes of the
Corporation;
' (2) To borrow money and to issue evidences of indebtedness and to secure the
same in furtherance of any or all of the purposes of the Corporation;
' (3) To receive and maintain a fund or funds,real or personal property, or both,
and, subject to the restrictions and limitations hereinafter set forth, to use and apply the
whole or any part of the income therefrom and the principal thereof exclusively for
charitable, religious, scientific, literary or educational purposes either directly or by
contributions to organizations that qualify as exempt organizations under Section
501(c)(3) of the Code and its Regulations as they now exist or as they may hereafter he
amended; and
(4) The Corporation shall have the power to do and perform all things
whatsoever set out in this Article I and necessary or incidental to the accomplishment of
said purposes;
provided, however, that notwithstanding any provisions of these Bylaws, the Corporation shall
not conduct or carry on any activities not permitted to he conducted or carried on by an
organization exempt from federal taxation under Section 501(c)(3) of the Code or by an
organization,contributions to which are deductible under Section 170(c)(2)of the Code.
ARTICLE II
DIRECTORS
2.1 GENERAL POWERS
' Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and
any other applicable laws and to any limitations in the Articles of Incorporation and these
Bylaws, the business and affairs of the Corporation shall be managed and all corporate powers
shall be exercised by or under direction of the Board of Directors (the`Board"). The Board may
delegate the management of the day-to-day operation of the business of the Corporation to a
management company or other person provided that the business and affairs of the Corporation
shall be managed and all corporate powers shall be exercised under the ultimate direction of the
Board.
4847-0251-9556.1 2
2.2 SPECIFIC POWERS
Without prejudice to the general powers set forth in Section 2.1 of these Bylaws, but
subject to the same limitations,the directors of the Corporation shall have the power to:
(a) Appoint and remove at the pleasure of the Board, all of the Corporation's
officers, agents and employees; prescribe powers and duties for them that are consistent
with the law,with the Articles of Incorporation and with these Bylaws.
(b) Change the Principal Office or principal place of business office in
' California from one location to another; cause the Corporation to be qualified to conduct
its activities in any other state, territory, dependency or country and conduct its activities
within or outside California.
' (c) Assume obligations, enter into contracts, borrow money and incur
' indebtedness on behalf of the Corporation and cause to be executed and delivered for the
corporate purposes, in the corporate name, promissory notes, bonds, debentures, deeds of
trust,mortgages,pledges,hypothecation, and other evidences of debt and securities.
' (d) Acquire, mortgage, encumber, hold title to, pledge, sell, release, or
otherwise dispose of real or personal property and interests therein when and upon such
terms as the Board determines to be in the best interest of the Corporation.
(e) Facilitate any merger, consolidation, liquidation, plan of exchange,
acquisition of stock, or the reorganization or transfer of a substantial portion of the assets
of the Corporation.
' (f) Amend the Articles of Incorporation or these Bylaws.
(g) Adopt operating and capital budgets and authorize expenditures outside of
such budgets.
(h) Approve and amend the Corporation's business and strategic plans.
' (i) Create corporate subsidiaries and/or establish corporate joint ventures.
' 0) Acquire shares of or any interest in any corporation or other legal entity or
business enterprise, or create any partnership or other legal entity which the Corporation
is or will be a partner, shareholder or member of similar participant.
(k) Change or reorganize the Corporation into any other legal form.
(1) Establish or participate in any noncorporate joint venture.
Exercise of any or all of the above powers by the Board is subject to its limitation to enter
into any action that would adversely affect the tax-exempt status of the Corporation.
4847-0251-9556.1 3
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2.3 NUMBER OF DIRECTORS
r
The authorized number of directors of the Corporation shall be not less than two "` ..°r
•
more than fifteen n°seven 7 . Four (4) directors shall he residents of the City of San •
Bernardino selected in the manner set forth in Section 2.5 and three (3) directors shall be
comprised of three (3) members of the Community Development Commission of the City of San
' Bernardino or any successor board or agency' provided however, that the initial appointment of
0 the four (4) public directors shall be appointed upon the resignation of the immediately prior
directors who have served as directors to approve the amendments to these Bylaws until such
' time as' a process is determined by the Board either with or without terms of office for such
directors.The ' - numbef of direetefs shall be initially fixed at cur (n) . t:l a angel by
amendment to these Bylaws.
No reduction of the authorized number of directors shall have the effect of removing any
director before that director's term of office expires.
2.4 CONFLICTS OF INTEREST; OTHER APPLICABLE CALIFORNIA
' LAWS
The disclosure by directors of all conflicts of interest shall be consistent with those
' requirements applicable to municipal corporations pursuant to California law. All provisions of
California law with respect to municipal corporations and the conduct of business and the
activities of elected and appointed officials serving on the governing bodies of governmental
agencies shall be applicable to the Corporation and the Board including. but not limited to, the
Ralph M Brown Act of the State of California (the `Brown Act") (Government Code Section
54950 et seg.), the Public Records Act (Government Code Section , et seq.), the Political
Reform Act (Government Code Section 87000, et seq.), the conflict of interest provisions of
Government Code Section 1090 et seq.. the prevailing wage requirements for public works •
projects (Labor Code Section 1770• et seq.).No more dian ° eent (49%) of .1.°
persons sening on the Board may be interested persons. An intefested pefson is (a) any PeFson
compensated by the GoFporation fef sepvioes rendered to it within the pfevious twelve (12)
1V' whether a fell ♦ . paFt time employee, .sdependent nn ntfaetn r_ of otherwise,
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excluding any eampensation paid to a dimeteF as difeeief; and (b) any brother, sister, aneestef,
deseendent, spouse, brother in law, sister in law, daughter in law, mothef in law, of fathef in
law of surh person. lloweveF, any N4olation of the provisions of this pafagraph shall not afle-e
thevalidii), or enfareeability of any transaetion entered into by the .
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2.5 ELECTION AND TERM OF OFFICE OF DIRECTORS
At eaeh annual meeting of the Board, the a t,.«.. other iha the eat held by the
Ageney Exeoutive Direetof ... «..,..,,.t to S t n 2.3 b f ..hall be ele t d • hold ff e until
the next al Fne °° Each eleete"rector, including a director selected by the Board to fill
a vacancy, shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified, except in the case of the death, resignation, or removal
' of such a director. Any director not elected at an annual meeting may be elected at a special
' 4847-0251-9556.1 4
meeting held for that purpose or by written ballot. Any director elected as provided in the
a" foregoing sentence shall hold office until the next annual meeting or until a successor has been
r elected and qualified.
2.6 RESIGNATION AND VACANCIES
Any director may resign effective upon giving oral or written notice to the Chairman of
the Board, the President, the Secretary or the Board, unless the notice specifies a later time for
W the effectiveness of such resignation. If the resignation of a director is effective at a future time,
the Board may elect a successor to take office pursuant to Section 2.5 when the resignation
' becomes effective. Except on notice to the Attorney General of the State of California, no
director may resign if the Corporation would be left without a duly elected director or directors.
' I Wacancies on the Board may thereafter be filled by a majority of the remaining
directors, or if the number of directors then in office is less than a quorum by (i) unanimous
written consent of the directors then in office, (ii) the affirmative vote of a majority of the
FM directors then in office at a meeting held pursuant to notice or waivers of notice, or (iii) a sole
remaining director. Each director so elected shall hold office until the next annual meeting of the
Board and until a successor has been elected and qualified, or until his or her death, resignation
or removal.
r
A vacancy or vacancies in the Board shall be deemed to exist(i)in the event of the death,
resignation or removal of any director, (ii)if the Board by resolution declares vacant the office of
a director who has been declared of unsound mind by an order of court or convicted of a felony
or(iii) if the authorized number of directors is increased.
2.7 PLACE OF MEETINGS. r EET-rwiG nv Trnr EPHONc
' Regular meetings of the Board may be held at any place within of reside the City of San
Bernardin the State of Califernia which has been designated from time to time by resolution of
' the Board. In the absence of such a designation, regular meetings shall be held at the Principal
Office of the Corporation. Special meetings of the Board may be held at any place within or
etAside the State EWCelifomia the City of San Bernardino which has been designated in the notice
' of the meeting or, if not stated in the notice or if there is no notice, at the pPrincipal e°°ttive
eOffice of the Corporation.
Members of the Board may paFtieipate in a meeting through the use ef eonfe.
telephone '1 eommuniemions equipment, a long as all ,!:reed,. N paFtieipating eh
.. he another. n,. ..ti,.., meeting p nt t.. this paragraph a nsfit..te,..
6 �r r�` r o r
person at such faee4ing-.
2.8 CONDUCT OFR6GAR MEETINGS
j All Rregular and special meetings of the Board may be held withotit tlet'eshall be held
and conducted, and with notice provided, all as required pursuant to the Brown Act, andi€the
time and place of such regular meetings areshall be fixed by the Board. The City Attorney shall
' 4847-0251-9556.1 - 5
be entitled to attend all such meetings at which members of the Mayor and Common Council are
in attendance as directors of the Corporation.
2.9 SPECIAL N1EE DWf9. NQT GF[RESERVED I
Beafd fef an), pufpose or ptupeses may be called at any time by an), twe (2) direetofs, the
Notiee F h time d t .. ,.F ,.......:.d meetings shall be delivered_p ...,11., or by
telephene to eaeh director of sent by fifs! elass mail, ielegFam, eharges prepaid, or by teleeepieF,
r r
r
r if h mailed, shall be deposited in she T Isited States mail at least c ._.
_ r
(4) days before L time F the holding e fthe meeting if the notice is delivered personally
telephone L teleoepier el it shall be delivered personally OF by telephone _ by
1 h telegraph least Ferty eight (18) ho before the ti... of the
q r ,, r.. ,. ..r e
holding F 1. meeting. A ei--al d nefiee given personally «by telephene may be a ..d
.� ' H to the direeter er to a person the effle of the direct,._ ..ho the person giving the notice
the...... ose of the.«eeti..,.
2.10 QUORUM
A majority of the authorized number of directors shall constitute a quorum for the
transaction of business, except to adjourn as provided in Section 2.12 of these Bylaws. Every act
or decision done or made by a majority of the directors present at a meeting duly held at which a
quorum is present is the act of the Board, subject to the provisions of the California Nonprofit
Public Benefit Corporation Law, the Articles of Incorporation and other applicable law,
including without limitation, those provisions relating to (i) approval of contracts or transactions
in which a director has a direct or indirect material financial interest; (ii) approval of certain
transactions between corporations having common directorships;; (iii) creation and appointment
of committees; and-(iv) indemnification of directors; and (v) the Political Reform Act; and NO
the Brown Act.
iA meeting at which a quorum is initially present may not continue to transact business
and may only adjourn the meeting to a subsequent date and time
' of difeeteFs, 'F y approved d L y least j y C the required f;af at 2.11 WAIVER OF NOTICE
Notice of a meeting need not be given to any director who signs a waiver of notice or a
consent to holding the meeting
meeting,or who attends the meeting without protesting the lack of notice to such director prior to
the meeting or at its commencement. All such waivers, consents, and approvals shall be filed
4847-0251-9556.1 6
with the corporate records or made a part of the minutes of the meeting. n •• aiveF,.r notiee Bova
no! speeify the puTese of any regular or special meeting of the Reard
2.12 ADJOURNMENT
A majority of the directors present, whether or not a quorum is present, may adjourn any
meeting to another time and place and in the event no directors are then present, the Secretary of
the Corporation or a duly authorized representative may adjourn the meeting from time to time
until a quorum is present in conformity with the Brown Act.
2.13 NOTICE OF ADJOURNED REGULAR MEETING
r
If a regular meeting is adjourned for more than twen4y `of "^` hours, notice of any
adjournment to another time and place shall be given as soon as practicable after the
adiournment has been determined, prior to t the time oft the adjourned meet^^, to the directors
who were not present at the time of the adjournment.
2.14 NO ACTION BY WRITTEN CONSENT WITHOUT n MEE LING
NoAny action required or permitted to be taken by the Board may be taken without the
conduct of an officially noticed and duly conduced meeting of the Board., :r l rnem err ,.ra,°
Board individually of collectively consent in writing to sueh aetion. Sueh written eensent 0
s shall be filed with the minutes of the proeeedings of the Board. Suehaetionby 'wittefl
eensent hall have thesame r a Pffeet as a tuianimous vote of the a d
2.15 [ RESERVED Innna AND COMPENS n Trnt r OF DIRECTOR -AND
feimbtffsenient ef Lgipenses as may be fixed or detefmined by resolution of the Board. This
other capacity as an offieer, agent, employee or otherwise and reeeiving eampensation fbF these
ARTICLE III
COMMITTEES
3.1 COMMITTEES OF DIRECTORS
The Board may, by resolution adopted by a majority of the authorized number of
. directors, designate one or more committees, each consisting of two (2) or more directors, to
serve at the pleasure of the Board. The Board may designate one or more directors as alternate
' members of any committee, who may replace any absent member at any meeting of the
4547-0251-9556.1 7
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r
committee. The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. Any such committee shall have authority to
act in the manner and to the extent provided in the resolution of the Board and may have all of
_ the authority of the Board, except with respect to:
(a) The filing of vacancies on the Board or in any committee.
(b) The fixing of compensation of the directors for serving on the Board or on
any committee.
' (c) The amendment or repeal of these Bylaws or the adoption of new Bylaws.
' (d) The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable.
(e) The expending of corporate funds to support a nominee for director after
more people have been nominated for director than can be elected;
' (f) The creation of any other committees of the Board or the appointment of
members thereof.
(g) The approval of any contract or transaction to which the Corporation is a
party and in which one or more of its directors has a material financial interest, except as
special approval is provided for in Section 5233(d)(3) of the California Corporations
Code.
3.2 MEETINGS AND ACTION OF COMMITTEES
Meetings and actions of committees shall be governed by, and held and taken in
accordance with, the provisions of the Brown Act and Article 1I of these Bylaws, Section 2.7
' (place of meetings), Section 2.8 (regular meetings), Section 2.9 (special meetings and notice),
Section 2.10 (quonrn), Section 2.11 (waiver of notice), Section 2.12(adjournment), Section 2.13
(notice of adjourned meetings), and Section 2.14 no action bfy vaitten eensefA -without a
meeting), with such changes in the context of those Bylaws as are necessary to substitute the
committee and its members for the Board and its members; provided, however, that the time of
regular meetings of committees may be determined either by,resolution of the Board or by
resolution of the committee, that special meetings of committees may also be called by
resolution of the Board, and that notice of special meetings of committees shall also be given to
all alternate members, who shall have the right to attend all meetings of the committee. The
Board may adopt rules for the government of any committee not inconsistent with the provisions
of these Bylaws.
4847-0251-9556.1 8
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r
ARTICLE IV
. OFFICERS
4.1 OFFICERS
r The officers of the Corporation shall be a President, Vice-President, Secretary and Chief
Finan,�.Treasurer. The Cefperatien „ also have, at the discretion of the Boaf, a
more Assistam TreasufeFs of sueh other offieers as may be appointed in aeoeFdanee with the
. . . — of Section 4.3 of these Bylaws. Any number of offices may be held by the same
person except that neither the Secretary nor the f 14ef Finaneial Of eerTreasurer may serve
concurrently as eiNwr-President .
' 4.2 ELECTION OR APPOINTMENT OF OFFICERS
The officers of the Corporation, except such officers as may be appointed in accordance
with the provisions of Section 4.3 or Section 4.5 of these Bylaws, shall be chosen by the Board
and shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any
contract of employment.
' 4.3 SUBORDINATE OFFICERS
The Board may appoint, or may empower the Chairman of the Board or the President to
appoint, such other officers as the business of the Corporation may require, each of whom shall
hold office for such period,have such authority, and perform such duties as are provided in these
Bylaws or as the Board may from time to time determine.
4.4 REMOVAL AND RESIGNATION OF OFFICERS
Subjeet to the right. if any, of an off cer and f any eofa_aet of employment, , A 11 officers
serve at the pleasure of the Board and any officer may be removed, either with or without cause,
by the Board at any regular or special meeting of the Board or, except in the case of an officer
chosen by the Board, by any officer upon whom such power of removal may be conferred by the
Board.
Any officer may resign at any time by giving written notice to the Corporation. Any
resignation shall take effect at the date of the receipt of that notice or at any later time specified
in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if
any, of the Corporation under any contract to which the officer is a party.
4.5 VACANCIES IN OFFICES
.4847-0251-9556.1 9
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A vacancy in any office because of death, resignation, removal, disqualification or any
other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to
.+ that office.
4.6 ( RESERVED ]CHAIRMAN OF THE430 Rr,
r
The Chainnan F h Beard, if h ffi .. he eleeted, ..hall if prese«t, preside at
meetings of the Board and exercise nd pe..f..... seeh other«,....e ..d duties a y From thne
��
r to tifne be assigned by the R ..d e as may he preseribed by these Bylaws. if there is no
President, theft the Chakman of !he Board shall also be the ehief executive offieer of th
G a' d shall h have the powers and duties prescribed ' Seetion i 47 f these Rjle. ,_.
4.7 PRESIDENT
Subjeet to sueh .. if e he given h., the R..e.d to the may
Che:.....e« of the R...._d if there he sueh an officer, •The President shall be the Chief Executive
Officer of the Corporation and shall, subject to the contro of the Board, have general
supervision, direction, and control of the business and the officers of the Corporation. The
' President shall preside, 4n. h ,.'„„_..__ or .........:........ of _ !'"_:______ of the R__.a, at all
meetings of the Board. The President shall have the general powers and duties of management
usually vested in the office of President of a corporation, and shall have such other powers and
duties as may be prescribed by the Board or these Bylaws.
4.8 VICE PRESIDENT
In the absence or disability of the President, the Vice President, if any, shall perform all
the duties of the President and when so acting shall have all the powers of, and be subject to all
the restrictions upon, the President. The Vice Presidents shall have such other powers and
perform such other duties as from time to time may be prescribed for them respectively by the
Board,these Bylaws,the President or the Chairman of the Board.
4.9 SECRETARY
The Secretary, or Assistant Secretary if such officer is so appointed, shall keep or cause
to be kept, at the Principal Office of the Corporation or such other place as the Board may direct,
a book of minutes of all meetings and actions of directors and committees of directors. The
minutes shall show the time and place of each meeting, whether regular or special (and, if
special, how authorized and the notice given), the names of those present at directors' meetings
or committee meetings, and the proceedings thereof.
The Secretary or Assistant Secretary shall give, or cause to be given, notice of all
meetings of the Board required to be given by law or by these Bylaws. The Secretary or
r Assistant Secretary shall keep the seal of the Corporation, if one be adopted, in safe custody and
shall have such other powers and perform such other duties as may be prescribed by the Board or
by these Bylaws.
I
1 4847-0251-9556.1 10
4.10 CillEF ❑DI A- rICI A r n -F4C-E TREASURER
' I The 04e f Financial O ffieo_Treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses,capital and retained earnings. The Treasurer
shall send or cause to be given to the directors such financial statements and reports as are
required to be given by law, by these Bylaws, or by the Board. The books of account shall at all
reasonable times be open to inspection by any director.
The Treasurerchief Financial Of fie._ shall deposit all money and other valuables in the
name and to the credit of the Corporation with such depositaries as may be designated by the
Board. The TreasurerChief Fine .,.:°l ^f°°- shall disburse the funds of the Corporation as may
be ordered by the Board, shall render to the President and directors, whenever they request it, an
account of all of his or her transactions as Chief Finaneial OfficeFTreasurer and of the financial
I
F. condition of the Corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board or these Bylaws.
4.11 DEPOSIT AND DISBURSEMENT
The TreasurerChief Fina..eial Offie,f shall deposit, or cause to be deposited, all money
' and other valuables in the name and to the credit of the Corporation with such depositories as the
Board may designate, shall disburse the Corporation's funds as the Board may order, shall render
to the President and directors, when requested, an account of all transactions as TreasurerGiief
Financial and of the financial condition of the Corporation, and shall have such other
powers and perform such other duties as the Board or the Bylaws may prescribe.
w 4.12 BOND
w If required by the Board, the TreasurerChief Finaneial Offiee_ shall give the Corporation
a bond in the amount and with the surety or sureties specified by the Board for faithful
performance of the duties of the office and for restoration to the Corporation of all of its books,
papers, vouchers, money, and other property of every kind in the possession or under the control
of the Treasurerchief s: : t nr _ on his or her death, resignation, retirement or removal
from office.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS
5.1 INDEMNIFICATION
To the fullest extent permitted by law, this Corporation shall indemnify its directors,
officers, employees and other persons described in Section 5238(a) of the California
4547-0251-9556.1 11
r
Corporations Code, including persons formerly occupying any such positions, against all
expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by
r them in connection with any "proceeding," as that term is used in that section of the California
Corporations Code and including an action by or in the right of the Corporation, by reason of the
t fact that such person is or was a person described by that Section. "Expenses," as used in this
Bylaw, shall have the same meaning as in Section 5238(a)of the California Corporations Code.
5.2 APPROVAL OF INDEMNITY
On written request to the Board by any person seeking indemnification, the Board shall
promptly determine under Section 5238(e) of the California Corporations Code whether the
standard of conduct set forth in Sections 5238(b) and (c)have been met and, if it has, the Board
shall authorize indemnification.
5.3 PAYMENT OF EXPENSES IN ADVANCE
' To the fullest extent permitted by law and except as otherwise determined by the Board,
expenses and attorneys' fees incurred by any persons described in Section 5.1 in defending any
civil or criminal action or proceeding for which indemnification is required pursuant to
Section 5.1, or if otherwise authorized by the Board, shall be paid by the Corporation in advance
of the final disposition of such action or proceeding upon receipt of an undertaking by or on
behalf of the indemnified party to repay such amount if it shall ultimately be determined that the
indemnified party is not entitled to be indemnified for those expenses.
5.4 INSURANCE INDEMNIFICATION
The Corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Corporation against any
liability asserted against or incurred by such person in such capacity or arising out of that
person's status as such.
' 5.5 AMENDMENT, REPEAL OR MODIFICATION
' Any amendment, repeal or modification of any provision of this Article V shall not
adversely affect any right or protection of a director or agent of the Corporation existing at the
time of such amendment,repeal or modification.
' ARTICLE VI
RECORDS AND REPORTS
6.1 RECORDS; INSPECTION BY DIRECTORS
The Corporation shall keep adequate and correct books of records of account and written
minutes of the proceedings of its Board and committees of the Board. Every director shall have
the absolute right at any reasonable time to inspect and copy all books, records, and documents
4847-0251-9556.1 12
of every kind and to.inspect the physical properties of the Corporation. Such inspection by a
director may be made in person or by an agent or attorney and the right of inspection includes the
right to copy and make extracts.
6.2 ANNUAL lTAUDIT
The Board shall furnish to the directors and make available for public inspection and
distribution not later than one hundred twenty (120) days after the close of the Corporation's
fiscal year an annual eeperauditt conducted by an independent firm of certified public
accountants. The repoApudit shall contain the following information, in appropriate detail, for
the fiscal year:
(a) The assets and liabilities, including trust funds, of the Corporation as of
the end of the fiscal year.
' (b) The principal changes in assets and liabilities, including trust funds,during
the fiscal year.
(c) The revenue and receipts of the Corporation, both unrestricted and
restricted to particular purposes, for the fiscal year.
' (d) The expenses and disbursements of the Corporation, for both general and
restricted purposes, during the fiscal year.
' (e) (e)---Any information required by Section 6.3 of these Bylaws.
(e) Any other information required by generally accepted accounting
principles and governmental accounting requirements.
The annual repertaudit shall be accompanied by any report on it of independent certified
' un blic accountants or making recommendations and reviews of management and other
procedures of the Corporation., if there is no stieh reparr, by the eertifie°t° of an and iefized
,.rr.,er of the Corporation thaIr ..ueh statements were ....epafed A4tliout audit from the
r...-..era4ien. books and re „_ds This re 0 ein of an annual Fepe.t shall not apply if two
Gorpefa4ian reeeives less 4han Twenty Five Thousand Dollars the fiscal however,ever that two information s eified above for ifte fusion in
annual report must be furnished annually to all diFROOM and to any inernbef who reques4s it i
` writing.
6.3 ANNUAL STATEMENT
As part of the annual auditrepert to be firmished to the directors and to the public
pursuant to Section 6.2 of these Bylaws, the Board shall furnish to the directors an annual
statement of any transaction or indemnification of the following kinds:
4847-0251-9556.1 13
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(a) Any transaction (i) in which the Corporation, its parent, or its subsidiary
was a party, (ii) in which an "interested person" had a direct or indirect material interest,
�r and (iii) which involved more than Fifty Thousand Dollars ($50,000), or was one of a
number of transactions with the same interested person involving, in the aggregate, more
than Fifty Thousand Dollars ($50,000). For the purposes of this section, an "interested
person" is any director or officer of the Corporation or its parent or subsidiary; however,
a mere common directorship shall not be considered a material financial interest.
I ' (b) Any indemnifications or advances aggregating more than Ten Thousand
Dollars ($10,000) paid during the fiscal year to any officer or director of the Corporation
pursuant to Article V of these Bylaws unless such indemnification was previously
approved by the directors under Section 5238(e)(1) of the California Corporations Code.
t6.4 REPORTS TO SECRETARY OF STATE
The Board shall cause to be filed with the Secretary of State an annual statement
containing the following information:
(a) The names and addresses of its President, Secretary and TreasurerEhief
Financial Office .
(b) The street address of its Principal Office.
(c) A designation of an agent for service of process.
' The statement shall be filed on the form prescribed by the Secretary of State.
' ARTICLE VII
GENERAL MATTERS
' 7.1 CHECKS, DRAFTS, OF INDEBTEDNESS
From time to time,the Board shall determine by resolution which person or persons may
,. sign or endorse all checks, drafts, other orders for payment of money,notes or other evidences of
indebtedness that are issued in the name of, or payable to, the Corporation, and only the persons
so authorized shall sign or endorse those instruments.
7.2 CORPORATE CONTRACTS AND INSTRUMENTS:HOW EXECUTED
The Board, except as otherwise provided in these Bylaws, may authorize any officer or
officers, or agent or agents, to enter into any contract or execute any instrument in the name of
and on behalf of the Corporation; such authority may be general or confined to specific
instances. Unless so authorized or ratified by the Board or within the agency power of an
officer, no officer, agent or employee shall have any power or authority to bind the Corporation
4847-0251-9556.1 14
by any contract or engagement or to pledge its credit or to render it liable for any purpose or for
' any amount.
7.3 CONSTRUCTION: DEFINITIONS
' Unless the context requires otherwise, the general provisions, rules of construction and
definitions in the California Nonprofit Public Benefit Corporation Law shall govern the
' construction of these Bylaws. Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular, and the term "person"
includes both a corporation and a natural person.
' ARTICLE VIII
AMENDMENTS
8.1 AMENDMENT BY DIRECTORS
Subiect to compliance with the Provisions of Sections 2.4 and 2.8, Tthe Board may adopt,
t amend or repeal these Bylaws except that the Board may not extend the term of a director
beyond that for which the director was designated.
8.2 RECORD OF AMENDMENTS
Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of
minutes with the original Bylaws. If any Bylaw is repealed, the fact of repeal, with the date of
the meeting at which the repeal was enacted or written consent was filed, shall be stated in said
book.
ARTICLE IX
' INTERPRETATION
9.1 AMENDMENTS TO LAW
' Reference in these Bylaws to any provision of the California Corporations Code,
specifically the Nonprofit Public Benefit Corporation Law, shall be deemed to include all
amendments thereof.
4847-0251-9556.1 15
LCITIES LEAGU EOF CALI FOPN IA 00 K Street, Suite 400• Sacramento, California 95814
Phone: 916.658.8200 Fax: 916.658.8240
www.cacities.org
Article from City Advocate Weekly
January 10,2011
Governor's Budget Eliminates Redevelopment Agencies, Enterprise
Zones and Realigns State Services to Local Governments
League Continues to Analyze Budget's Effects on Local Government
Gov.Jerry Brown has released his f-Y 2011-12 state budget proposal and, as expected, the state's
financial situation continues to be bleak With a$25.4 billion deficit.The Governor's budget proposes$26.4
billion in solutions,allowing for$1 billion reserve.The proposal includes the elimination of redevelopment
agencies and enterprise zones to save$1.7 billion and$924 million respectively, as well as the
realignment of state services such as fire, court security,community-based corrections,mental health
services,foster care and adult protective services to local government.
While the Governor said he recognized some of the positive results of redevelopment, he made it clear in
' his remarks that shifting increased property taxes resulting from redevelopment back to the schools was a
priority.
From a policy standpoint, such a radical proposal makes no sense in a stale with unemployment rate of
more than 12 percent,a monstrous infrastructure deficit and recently passed policies championing more -
infill development. Redevelopment,which has been around since the 1950s, is a tool for building things. It
builds and improves communities,spurs job growth and taxes and is the most significant provider of
infrastructure, urban development and affordable housing in the state. Enterprise zones are one of the
few economic development tools that cities and counties have to bring jobs to depressed areas.
This proposal will hurt our underserved and distressed cities and communities. It will cost California
thousands of jobs.The reality is that the plan to eliminate redevelopment agencies will bring very little
financial benefit to the state and will actually move the state backward in terms of land use and infill
Ir development. In addition, the League is reviewing the constitutionality of the realignment proposal under
Proposition 22,and other constitutional provisions.
Just a mere two months ago, California voters picked their way through a crowded ballot and approved
Prop. 22 by 61 percent,a measure designed to protect various local revenues—including
redevelopment—from state raids. The voters'position on this issue was no surprise because repeatedly
they have voted to protect local revenue from the state—take for example Prop. 1A of 2004,which
r passed by more than 80 percent. Moreover, poll after poll demonstrates that voters view their local
governments as much more accountable and trustworthy than the state.
While other states,and even the federal government,are working to stabilize and revitalize our economy,
the proposal to eliminate enterprise zones and redevelopment agencies move California in the opposite
direction.
The budget proposal assumes that voters will approve a five-year extension of taxes sun-setting this year
—a 1 percent sales tax and 0.5 percent vehicle license fee that they previously rejected.The revenues of
these taxes will maintain the current level of funding for K-12 schools and COPS(Citizens'Option for
Public Safety)/Booking Fees as well as support the realignment proposal.The Governor believes that
after five years the economy will have recovered enough the state can resume funding, but there has
been no indication as to how.
' program)would be eliminated. This amount totals$30.4 million($12.9 million cut to the PLF,$12.9
million cut to the TBR and $4.6 million cut to the literacy program).
Transportation
Reenactment of the Gas Tax Swap.The Governor proposes to reenact the Gas Tax Swap,
' approved March 2010,as required by Prop.n 26(2010).This action will ensure the continuation of
transportation funding as well as provide state General Fund relief.
Truck Weight Fees.Shifts weight fees from the State Highway Account to pay for transportation-
related debt service and to provide state General Fund relief.This was previously being
accomplished using Highway Users Tax Account revenues which is now prohibited by Proposition 22.
Public Contracting. Proposes to shift$7.2 million in costs to local agencies for developing CalTrans
Project Initiation Documents for local projects.
Proposition 1 B.Appropriates$2.3 billion for capital funding of bond projects, including $22 million for
local bridge seismic safety and$200 million for state-local partnership programs.
Transit. In an effort to bring the level of transit funding in line with what is required by Prop.22,
appropriates additional funding to ensure local transit agencies receive the equivalent of 75 percent of
' diesel sales tax revenues.
####
i
W
EAT
1 RESOLUTION NO.
2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
3 THE CITY OF SAN BERNARDINO APPROVING A CERTAIN
COOPERATIVE FINANCING AGREEMENT BY AND BETWEEN THE
4 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
5 ("AGENCY") AND THE SUSTAINABLE COMMUNITIES REINVESTMENT
PARTNERSHIP, INC., FOR THE FINANCING, FUNDING AND
6 UNDERTAKING OF VARIOUS REDEVELOPMENT RELATED
ACTIVITIES OF THE AGENCY
WHEREAS, the City of San Bernardino, California (the "City") is a municipal corporation
8
9 and charter city, duly organized and existing pursuant to the provisions of the constitution of the
State of California; and
10
11 WHEREAS, the Community Development Commission of the City of San Bernardino (the
12 "Commission") is the governing body of the Redevelopment Agency of the City of San Bernardino
i�
13 (the "Agency"), a public body, corporate and politic, organized and existing pursuant to the
14 California Community Redevelopment Law (Health and Safety Code Section 33000, et seg.) (the
"CRL"); and
15
16 WHEREAS, the Agency was established by appropriate action of the City, for the purposes
17 of exercising redevelopment powers within the City boundaries through the adoption and approval
18 of various redevelopment project areas that are currently in existence within the City (the "Project
19 Areas") as further described in the applicable redevelopment plans accompanying such Project
Areas (the"Redevelopment Plans"); and
20
21 WHEREAS, SCRP was formed pursuant to the non-profit corporation laws of the State of
22 California and was formerly known as the Economic Development Corporation, and pursuant to an
'
23 amendment of its corporate documents, SCRP duly approved a name change as such currently exists
24 for the purposes of assisting in the implementation of various redevelopment initiatives within thf
25 City and to undertake such other activities, programs and projects of the Agency and the City as are
then deemed advisable by SCRP through its board of directors; and
26
WHEREAS, pursuant to the Community Redevelopment Law (Health & Safety Code
27
28 Section 33000, et seq.) (the "CRL" or the "Authorizing Provisions"), the Agency may enter into
a
cooperation agreements and financing agreements with other public agencies, private entities and
a
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1 non-profit corporations to carry out its redevelopment and other public infrastructure development
r
2 purposes; and
3 WHEREAS, SCRP has requested that the Agency act at this time to assist SCRP with the
4 financing of certain public infrastructure and the implementation of other programs and activities
— 5 located within the Project Areas, together with other public infrastructure that is necessary to
6 support the long-term development and redevelopment of the portions of the City located within the
r
A 7 Project Areas, namely, those public improvements, public infrastructure and other developments
8 and activities, programs and projects all as set forth in the current year 2010-2011 Budget of the
- , 9 Agency and the Downtown Vision Plan for the Theater District of the Agency as indicated on
10 Exhibit "A" (the "Programs, Projects and Activities') of the Cooperative Financing Agreement by
' 11 and between the Agency and SCRP relating to the$300,000,000 Redevelopment Agency of the City
12 of San Bernardino Redevelopment Project Areas Capital Improvement Projects (the "Financing
13 Agreement") plus those other public improvements and public infi-astructure as set forth on the
14 Implementation.Plan of the Agency as indicated on Exhibit `B" of the Financing Agreement (the
15 "Implementation Plan Public Improvements") (collectively, the "Redevelopment Related
16 Improvements"); and
17 WHEREAS, in addition to the Redevelopment Related Improvements, SCRP, in furtherance
18 of the redevelopment of various areas of the City and in particular with the Project Areas, requires
19 the Agency to commit to certain levels of additional financing amounts to SCRP for the fulfillment
20 of the contractual commitments and other financial obligations as set forth on Exhibit "C" of the
' 21 Financing Agreement(the"Other SCRP Contractual Obligations"); and
22 WHEREAS, the Agency has determined to finance the Redevelopment Related
' 23 Improvements and the Other SCRP Contractual Obligations by the incurring of the indebtedness as
24 required by the Financing Agreement, including, but not limited, the issuance of one or more EB-5
25 foreign investor direct loan obligations, other privately placed loans with commercial lenders and
26 private parties, the issuance of municipal bonds and the pledge of the tax increment revenues of the
27 Agency to SCRP as set forth in the Financing Agreement during the period of time that the Agency
28 is entitled to receive tax increment revenues pursuant to the Redevelopment Plans for the Project
2
. FT
Y1 Areas as the financial obligations of the Agency as shall he applicable for the period of time that
2 such financial obligations of the Agency to SCRP are payable under the Financing Agreement; and
' 3 WHEREAS, in order to secure the financial obligations of the Agency to SCRP as provided
4 in the Financing Agreement, the Agency desires to transfer to SCRP, the Agency real property
5 assets as described on Exhibit "D" of the Financing Agreement (the "Agency Real Property
6 Assets") which shall be operated and managed by SCRP with the tax increment revenues to be
7 provided by the Agency to SCRP for such purposes at such time as determined by SCRP in its sole
pu
e 8 and absolute discretion as further provided in the Financing Agreement; and
9 WHEREAS,the Agency and SCRP seek to provide through the Financing Agreement that in
10 addition to the obligations as incurred pursuant to the Financing Agreement, the Agency shall
11 pledge to SCRP additional revenues as necessary to support the ongoing contractual and budgeted
12 obligations and commitments of SCRP as shall be incurred in furtherance of the improvement of the
■ 13 Redevelopment Related Improvements and the Other SCRP Contractual Obligations and to fund the
14 construction and/or financing of the Redevelopment Related Improvements and the Other SCRP
-• 15 Contractual Obligations; and
16 WHEREAS, consistent with the SCRP obligations incurred pursuant to the Financing
17 Agreement and the commitment of the Agency to fulfill its financial commitments to SCRP, during
18 the Term (as defined in Section 1.03) of the Financing Agreement, the Agency tax increment
19 revenues available pursuant to the Redevelopment Plans for the Project Areas shall become
20 revenues attributed to SCRP, and the Agency therein pledges the tax increment revenues for the
21 payment and repayment of the obligations to pay for and for the administration and undertaking of
22 the Redevelopment Related Improvements, the Other SCRP Contractual Obligations and/or the
23 other obligations as incurred pursuant to the Financing Agreement; and
24 WHEREAS, the Commission has duly considered the terms of such transactions as
25 contemplated herein and has determined that it is in the best interests of the City and Agency to
26 enter into the Financing Agreement to finance said Redevelopment Related Improvements and the
27 other obligations as incurred pursuant to the Financing Agreement, and thus desire to approve and
28 authorize said Financing Agreement.
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`r
1 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE
2 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS
3 FOLLOWS:
4 Section 1. Approval of Assistance with Financing. The Commission hereby approves
" 5 the Agency's financing of the Redevelopment Related Improvements and the Other SCRP
6 Contractual Obligations by the incurring of indebtedness pursuant to the Financing Agreement
7 including, but not limited, the issuance of one or more EB-5 direct loan obligations, other privately
8 placed loans with commercial lenders and private parties, the issuance of municipal bonds and the
9 pledge of the tax increment revenues of the Agency to SCRP as set forth in the Financing
10 Agreement during the period of time that the Agency is entitled to receive tax increment revenues
11 pursuant to the Redevelopment Plan for the Project Areas as the financial obligations of the Agency
12 as shall be applicable for the period of time that such financial obligations of the Agency to SCRP
' 13 are payable thereunder.
PW 14 Section 2. Approval of Security Regarding the Financial Obli ations. The Commission
15 hereby approves the transfer to SCRP of the Agency's real property assets as described on Exhibit
16 "D" of the Financing Agreement (the "Agency Real Property Assets'), which shall be operated and
17 managed by SCRP with the tax increment revenues to be provided by the Agency to SCRP for such
18 purposes at such time as determined by SCRP in its sole and absolute discretion as further provided
19 in the Financing Agreement.
20 Section 3. Pledge of Additional Revenue.
21 A. The Commission hereby approves the pledge from the Agency to SCRP of additional
22 revenues as necessary to support the ongoing contractual and budgeted obligations and
' 23 commitments of SCRP and to fund the construction and/or financing of the Redevelopment Related
24 Improvements and the Other SCRP Contractual Obligations as outlined in the Financing Agreement.
25 B. The Commission hereby approves that the Agency tax increment revenues available
26 pursuant to the Redevelopment Plans for the Project Areas become revenues attributed to SCRP,
27 and the Agency's pledge of the tax increment revenues for the payment and repayment of the
28
4
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1 obligations to pay for the Redevelopment Related Improvements, the Other SCRP Contractual
2 Obligations and/or the other obligations as incurred pursuant to the Financing Agreement.
3 Section 4. Approval of Terms and Provisions. The Commission hereby approves the
4 terms and provisions of the Financing Agreement and the totality of the Agency's obligations
5 thereunder.
6 Section 5. Approval of Final Form of Financing Agreement. The Commission hereby
7 approves the form of the Financing Agreement in the form on file with the Secretary, together with
8 any changes therein or additions thereto as may be approved by the Chair or the Executive Director.
9 The Commission hereby further authorizes and directs the conversion of the form of the Financing
' 10 Agreement into the final form thereof, together with such changes or modifications as deemed
11 necessary or desirable by the Chair or the Executive Director upon the recommendation of Agency
12 Counsel. The Chair or the Executive Director or such other authorized officer of the Commission is
13 hereby authorized and directed to execute and deliver, and the Secretary or Assistant Secretary is
14 hereby authorized and directed to attest to,the final form of the Financing Agreement.
15 Section 6. Official Action. The Chair, Vice-Chair, Secretary, Assistant Secretary,
I ' 16 Executive Director, Agency Counsel and any and all other members and officers of the Agency are
17 hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all
18 things and take any and all actions, including execution and delivery of any and all assignments,
19 certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and
20 other documents, which they,or any of them, may deem necessary or advisable in order to fulfill the
21 obligations of the Agency under the Financial Agreement. Whenever in this Resolution any officer
22 of the Agency is authorized to execute or countersign any document or take any action, such
23 execution, countersigning or action may be taken on behalf of such officer by any person designated
24 by such officer to act on his or her behalf in the case such officer shall be absent or unavailable.
.. 25 Section 7. Effective Date. This Resolution shall become effective immediately upon
26 adoption by this Commission.
27
28
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1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO APPROVING A CERTAIN
2 COOPERATIVE FINANCING AGREEMENT BY AND BETWEEN THE
3 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") AND THE SUSTAINABLE COMMUNITIES REINVESTMENT
4 PARTNERSHIP, INC., FOR THE FINANCING, FUNDING AND
UNDERTAKING OF VARIOUS REDEVELOPMENT RELATED
5 ACTIVITIES OF THE AGENCY
6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
� 7
Development Commission of the City of San Bernardino at a meeting
8 thereof,held on the day of 2010,by the following vote to wit:
9 Commission Members: Ayes Nays Abstain Absent
., 10 MARQUEZ
11 DESJARDINS
12 BRINKER _
r —
13 SHORETT
—
14 KELLEY
15 JOHNSON _
16 MC CAMMACK —
17
—
18
Secretary
19
20 The foregoing Resolution is hereby approved this day of 2010.
21
22
23 Patrick J. Morris, Chairperson
Community Development Commission
24 of the City of San Bernardino
25
26 Approved as to Form:
27
By:
28 Agency Counsel
D Lc_2�A
COOPERATIVE FINANCING AGREEMENT
by and between
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
and
SUSTAINABLE COMMUNITIES REINVESTMENT
PARTNERSHIP, INC., A CALIFORNIA NON-PROFIT CORPORATION
t
Relating to the
$300,000,000
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
REDEVELOPMENT PROJECT AREAS
CAPITAL IMPROVEMENT PROJECTS
Cooperative Agreement-1-18-11
r DRAFT
COOPERATIVE FINANCING AGREEMENT
•- THIS COOPERATIVE FINANCING AGREEMENT is made and entered into as of
January_, 2011 (this "Financing Agreement'), by and between the Redevelopment Agency of
the City of San Bernardino, a public body, corporate and politic existing under the laws of the
State of California (the "Agency") and the Sustainable Communities Reinvestment Partnership,
Inc.,a California non-profit corporation("SCRP"), as follows.
WITNESSETH:
WHEREAS, the Agency was established by appropriate action of the City of San
!+ Bernardino (the "City"), for the purposes of exercising redevelopment powers within the City
boundaries through the adoption and approval of various redevelopment project areas that are
currently in existence within the City(the "Project Areas") as further described in the applicable
redevelopment plans accompanying such Project Areas(the "Redevelopment Plans"); and
r
WHEREAS, SCRP was formed pursuant to the non-profit corporation laws of the State
' of California and was formerly known as the Economic Development Corporation, and pursuant
to an amendment of its corporate documents, SCRP duly approved a name change as such
currently exists for the purposes of assisting in the implementation of various redevelopment
initiatives within the City and to undertake such other activities, programs and projects of the
Agency and the City as are then deemed advisable by SCRP through its board of directors; and
WHEREAS, pursuant to the Community Redevelopment Law (Health & Safety Code
Section 33000, et seq.) (the "CRU or the "Authorizing Provisions"), the Agency may enter into
cooperation agreements and financing agreements with other public agencies,private entities and
' non-profit corporations to carry out its redevelopment and other public infrastrucure
development purposes;and
WHEREAS, SCRP has requested that the Agency act at this time to assist SCRP with the
r financing of certain public infrastructure and the implementation of other programs and activities
located within the Project Areas, together with other public infrastructure that is necessary to
support the long-term development and redevelopment of the portions of the City located within
the Project Areas, namely, those public improvements, public infrastructure and other
developments and activities, programs and projects all as set forth in the current year 2010-201
Budget of the Agency and the Downtown Vision Plan for the Theater District of the Agency as
indicated on Exhibit "A" (the "Programs, Projects and Activities") as attached hereto and
incorporated herein by reference plus those other public improvements and public infrastrucure
as set forth on the Implementation Plan of the Agency as indicated on Exhibit "B" (the
"Implementation Plan Public Improvements") as attached hereto and incorporated herein by
_ reference(collectively,the"Redevelopment Related Improvements"); and
°i WHEREAS, in addition to the Redevelopment Related Improvements, SCRP, in
fiutherance of the redevelopment of various areas of the City and in particular with the Project
Areas, requires the Agency to commit to certain levels of additional financing amounts to SCRP
for the fulfillment of the contractual commitments and other financial obligations as set forth on
1
Cooperative Agreement-1-18-11
1
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Exhibit "C" (the "Other SCRP Contractual Obligations") as attached hereto and incorporated
herein by reference; and
r WHEREAS, the Agency has determined to finance the Redevelopment Related
Improvements and the Other SCRP Contractual Obligations by the incurring of the indebtedness
as required by this Financing Agreement, including, but not limited,the issuance of one or more
EB-5 foreign investor direct loan obligations, other privately placed loans with commercial
lenders and private parties, the issuance of municipal bonds and the pledge of the tax increment
revenues of the Agency to SCRP as set forth in this Financing Agreement during the period of
time that the Agency is entitled to receive tax increment revenues pursuant to the Redevelopment
Plans for the Project Areas as the financial obligations of the Agency as shall be applicable for
"M the period of time that such financial obligations of the Agency to SCRP are payable hereunder;
and
' WHEREAS, in order to secure the financial obligations of the Agency to SCRP as
provided in this Financing Agreement, the Agency desires to transfer to SCRP, the Agency real
.. property assets as described on Exhibit "D" (the "Agency Real Property Assets") as attached
hereto and incorporated herein by reference which shall be operated and managed by SCRP with
the tax increment revenues to be provided by the Agency to SCRP for such purposes at such time
as determined by SCRP in its sole and absolute discretion as further provided herein;and
WHEREAS, the Agency and SCRP seek to provide through this Financing Agreement
' that in addition to the obligations as incurred pursuant to this Financing Agreement, the Agency
shall pledge to SCRP additional revenues as necessary to support the ongoing contractual and
budgeted obligations and commitments of SCRP as shall be incurred in furtherance of the
improvement of the Redevelopment Related Improvements and the Other SCRP Contractual
Obligations and to fund the construction and/or financing of the Redevelopment Related
Improvements and the Other SCRP Contractual Obligations; and
WHEREAS, consistent with the SCRP obligations incurred pursuant to this Financing
Agreement and the commitment of the Agency to fulfill its financial commitments to SCRP,
during the Term (as defined in Section 1.03) of this Financing Agreement, the Agency tax
increment revenues available pursuant to the Redevelopment Plans for the Project Areas shall
become revenues attributed to SCRP, and the Agency herein pledges the tax increment revenues
for the payment and repayment of the obligations to pay for and for the administration and
undertaking of the Redevelopment Related Improvements, the Other SCRP Contractual
Obligations and/or the other obligations as incurred pursuant to this Financing Agreement; and
WHEREAS, the Agency and SCRP have determined that it is in the best interests of the
Agency and SCRP to enter into this Financing Agreement to finance said Redevelopment
Related Improvements and the other obligations as incurred pursuant to this Financing
Agreement, and thus desire to provide for the terms and conditions of their cooperation in such
matters as herein provided.
NOW THEREFORE, the parties to this Financing Agreement agree, as follows.
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1 Cooperative Agreemmt-1-18-11
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ARTICLE I
DEFINITIONS; TERM OF FINANCING AGREEMENT
1 Section 1.01. Recitals. The Recitals set out above are true and correct
1 Section 1.02. Definitions. Unless the context otherwise requires, capitalized terms used
herein and not defined herein shall have the meanings as generally ascribed to such terms.
1 Section 1.03. Term. This Financing Agreement shall remain in full force and effect so
long as the obligations incurred by the Agency to SCRP remaining outstanding and unpaid, but
in no event later than the last date that the Agency is entitled to receive the tax increment
1 revenues pursuant to the Redevelopment Plans for the Project Areas for the repayment of
indebtedness and other financial and contractual obligations.
1 ARTICLE II
PAYMENT OF TAX INCREMENT REVENUES OF AGENCY TO SCRP
1 Section 1.04. Transfer of Powers.
1 (a) In order to cant' out the Redevelopment Related Improvements and the Other
SCRP Contractual Obligations, SCRP shall assume all performance obligations with respect
thereof and the Agency hereby pledges to SCRP all tax increment revenue available to the
1 Agency from the Redevelopment Plans for the Project Areas during the Term of this Financing
Agreement for the payments as required for SCRP to hilly perform each and every financial and
contractual obligation as set forth on Exhibits "A", "B", "C" and "D" as to the Redevelopment
1 Plans for the Project Areas. The Agency shall be responsible for compliance with all
requirements imposed by the Redevelopment Plans and for the timely payment of funds and the
reporting of such uses pursuant to the CRL, and SCRP shall be responsible for all compliance
1 with respect to the public works requirements as imposed pursuant to California law with regard
to the Redevelopment Related improvements and the Other SCRP Contractual Obligations.
1 (b) SCRP shall use and apply the tax increment revenues as pledged pursuant to this
Financing Agreement to undertake, manage, administer and implement all aspects of the
Redevelopment Related Improvements and the Other SCRP Contractual Obligations, specifically
1 including,but not limited to:
1. the design, construction and implementation of the Redevelopment Related
1 Improvements as set forth in the 2010-201 Budget of the Agency and the
Downtown Vision Plan for the Theater District of the Agency as indicated on
Exhibit"A";
1 2. undertaking of the Implementation Plan Public Improvements as set forth on
Exhibit`B';
1 3, undertaking of the Other SCRP Contractual Obligations as set forth on Exhibit
..C.,
1
Coperatve Agremnt-1-18-1 I
1 3
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4. managing and maintaining the Agency Real Property Assets as set forth on
Exhibit"D".
1 (c) The Agency Real Property Assets shall be transferred by the Agency to SCRP in
fee title at such time as SCRP in its sole and absolute discretion determines that SCRP requires
1 all or any portion of the Agency Real Property Assets at such time to be used by SCRP in
furtherance of the redevelopment and economic development related activities of SCRP and the
_ Project Areas. The obligation of the Agency to transfer the Agency Real Property Assets shall
be a binding and enforceable contractual obligation upon the Agency from and after the date of
• this Financing Agreement, and any failure of the Agency to transfer all or any portion of the
Agency Real Property Assets as required herein shall be an Event of Default pursuant to Section
1 3.01 hereof.
Section 2.02. Irrevocable Pledge of Tax Increment Revenues. Pursuant to and in
consideration of the assumption of the obligations by SCRP as set forth in Section 2.01 above,
commencing as of the date of this Financing Agreement during the 2010-2011 fiscal year, those
^, tax increment revenues derived by the Agency from the Redevelopment Plans for the Project
Areas are hereby irrevocably pledged to SCRP pursuant to this Financing Agreement on a basis
subordinate to all presently authorized and issued, and future authorized and issued debt
obligations of the Agency that are sold through municipal underwriting means or debt
r obligations with third party commercial lenders, including, but not limited to those amounts that
are in excess of the tax increment revenues budgeted to be expended by the Agency for the
1 current 2010-2011 fiscal year of the Agency. Such pledge of the tax increment revenues of the
Agency to SCRP shall be irrevocable during the Term of this Financing Agreement. The
maximum dollar amount of the tax increment revenues pledged by the Agency to SCRP pursuant
1 to this Financing Agreement for the use and pledge of tax increment revenues for debt
obligations that are intended to be issued or incurred by SCRP on and after the date of this
Financing Agreement shall not exceed $300,000,000 in the aggregate principal amount.
1 Section 2.03. Use of Tax Increment Revenues.
1 (a) Throughout the Term of this Financing Agreement, SCRP hereby agrees that the tax
increment revenues as pledged by the Agency pursuant to Section 2.02 above shall be applied for
the payment and/or repayment of the obligations incurred by SCRP pursuant to Section 2.01
1 above.
(b) SCRP shall take all steps necessary to utilize the tax increment revenues to pay
1 principal and interest due on all debt and other contractual obligations of SCRP as specified in
this Financing Agreement. Such payments shall be absolute obligations of SCRP and shall not
be subject to any deduction or offset of any kind whatsoever.
(c) SCRP shall submit an annual proposed budget for each fiscal year to the Mayor
and Common Council of the City of San Bernardino (the"Council") for review and concurrence
at least sixty(60)calendar days prior to any final approval of such annual budget by SCRP. Any
budget as thereafter approved by SCRP shall be modified to include the comments as approved
by the Council within such budget and as to such items that cannot be agreed upon between the
ICwpeemtive Ageement-1-I8-11
4
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., Council and SCRP, those particular items shall be deleted from the budget as may thereafter be
approved SCRP.
Section 2.04. Use of Excess Tax Increment Revenues. During the Term of this
Financing Agreement and to the extent that there are excess tax increment revenues ("Excess
Tax Increment Revenues") after payment and/or repayment of the various obligations incurred
by SCRP pursuant to Section 2.01 above, such Excess Tax Increment Revenues shall be used by
SCRP for other qualifying public works projects and the improvements within the Project Areas
or transferred to the Agency for use pursuant to the Redevelopment Plans for the Project Areas.
r In addition to the rights of the Council to approve the annual budgets as specified in Section
2.03(c) above, the Council shall also have the right to approve (i) the sale of any real property
transferred to SCRP pursuant to this Financing Agreement, including the price, terms and other
conditions to be imposed upon the sale of any such real property that is intended to be transferred
to any third party, whether a private entity or governmental agency, and (ii) any agreement by
and between SCRP and any project developer or landowner seeking to obtain any form
redevelopment assistance or other form of participation agreement, reimbursement agreement
other agreement from SCRP.
ARTICLE III
EVENTS OF DEFAULT; RIGHTS AND REMEDIES
Section 3.01. Each of the following occurrences shall constitute an "Event of Default"
under this Financing Agreement:
(a) Failure to Make Payments When Due. Failure by either party to pay (i) any
amount due on or before the date that such payment is due and payable pursuant to this
Financing Agreement.
' (b) Other Defaults. Should SCRP fail duly and punctually to perform or observe any
agreement, covenant or obligation binding on SCRP under this Financing Agreement which
could lead to an Event of Default, such failure shall continue for thirty (30) calendar days after
the earlier of(i) the date as of which SCRP had actual knowledge of such failure, and (ii) the
date on which the Agency gives SCRP notice of such failure.
(c) Breach of Representation or Warran ty. Should any representation or warranty
made or deemed made by one party to the other party herein be false or misleading in any
' material respect on the date as of which made which could lead to an Event of Default which is
not remedied to the satisfaction of the non-defaulting party within ninety (90) calendar days
following receipt by the defaulting party of written notice of such inaccuracy.
Section 3.02. Rights and Remedies.
(a) Acceleration. Etc. Upon the occurrence of any Event of Default by the Agency to
remit the tax increment revenues to SCRP, the unpaid principal amount of any and all tax
increment revenues payable pursuant to this Financing Agreement shall automatically become
Cooperative Agreement-1-18-11
5
DRAFT ;
�I immediately due and payable for each fiscal year in which such Event of Default shall have
occurred. After the expiration of all cure periods by the Agency, thereafter SCRP may exercise
' any or all rights and remedies under this Financing Agreement or otherwise pursuant to
applicable law.
(b) Waiver of Demand. Demand, presentment, protest and notice of nonpayment are
hereby waived by SCRP. SCRP also waives, to the extent permitted by law, the benefit of all
valuation, appraisal and exemption laws.
(c) Parties to Institute Proceedings. Upon a default by either party, the non-
defaulting party may institute any proceeding at law or in equity to enforce the obligations of the
other party under this Financing Agreement and/or any covenants and obligations of the other
party contained in this Financing Agreement.
t (d) Waivers.Amendments and Remedies. No delay or omission of the either party to
exercise any right under this Financing Agreement shall impair such right or be construed to be a
waiver of any Event of Default or an acquiescence therein, and any single or partial exercise of
any such right shall not preclude other or further exercise thereof or the exercise of any other
right, and no waiver, amendment or other variation of the terms, conditions or provisions of this
Financing Agreement whatsoever shall be valid unless in a writing signed by the other party, and
r then only to the extent in such writing specifically set forth. All remedies contained in this
Financing Agreement or by law afforded shall be cumulative and all shall be available to the
parties Lender until the obligations have been paid in full and this Financing Agreement has been
terminated or until the expiration of the Term of this Financing Agreement.
ARTICLE W
MISCELLANEOUS
Section 4.01. Amendment. The provisions of this Financing Agreement may be
amended only upon the written approval of the parties hereto which approval shall be granted at
the absolute and sole discretion of each party.
Section 4.02. Beneficiaries of Financing Agreement. To the extent applicable, the
i parties identified in the Redevelopment Related Improvements and the Other SCRP Contractual
t Obligations are expressly recognized as a third party beneficiary hereto. Nothing in this
Financing Agreement, expressed or implied, is intended to give to any person, other than SCRP
and the Agency, as parties hereto, and those parties identified in the Redevelopment Related
Improvements and the Other SCRP Contractual Obligations, all as third party beneficiary hereof,
any right, remedy or claim under or by reason of this Financing Agreement. Any covenants,
stipulations, promises or agreements in this Financing Agreement contained by and on behalf of
SCRP and the Agency or any member, officer or employee thereof shall be for the sole and
_ exclusive benefit of SCRP and the Agency as parties hereto and the parties identified in the
Redevelopment Related Improvements and the Other SCRP Contractual Obligations as third
party beneficiary hereof.
Section 4.03. No Personal Liability. No member, officer or employee of SCRP or the
Agency shall be individually or personally liable for the payment of any amounts of the tax
Cooperative Agreement-I-18-11
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1 DRAFT
' increment revenues as pledged to SCRP by the Agency pursuant to this Financing Agreement;
but nothing herein contained shall relieve any member, officer or employee of SCRP and the
' Agency from the performance of any official duty provided by law.
Section 4.04. Partial Invalidity. If any one or more of the agreements or covenants or
portions thereof provided in this Financing Agreement to be performed on the part of SCRP or
the Agency should be contrary to law, then such agreement or agreements, such covenant or
covenants, or such portions thereof, shall be null and void and shall be deemed separable from
' the remaining agreements and covenants or portions thereof.
Section 4.05. Notices and Delivery. Any consent, notice or other communication
*� herein required or permitted to be given shall be in writing and may be personally served,
telecopied or sent by courier service or United States mail and shall be deemed to have been
given when delivered in person or by courier service, upon receipt of a telecopy (or on the next
business day if such telecopy is received on a non-business day or after 5:00 p.m.(at the office of
r the recipient) on a business day) or four(4) business days after deposit in the United States mail
(registered or certified, with postage prepaid and properly addressed). Any party delivering a
communication by telecopy shall also send a copy thereof by one of the other means provided in
this Section 4.05. For the purposes hereof the addresses of the parties hereto (until notice of a
change thereof is delivered as provided in this Section 4.05) shall be as set forth in the official
' business addresses of each party as of the date of this Financing Agreement and at such other
address as may be designated by such party in a written notice to all of the other party.
' Section 4.06. Survival of Warranties and Agreements. All agreements,
representations, warranties and indemnities made or given herein shall survive the execution and
delivery of this Financing Agreement and the making, repayment and fulfillment of the
obligations of the parties as incurred in this Financing Agreement.
Section 4.07. Severability. In case any provision in or obligation under this Financing
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.
hi Section 4.08. Headings. Section headings in this Financing Agreement are included
herein for convenience of reference only and shall not constitute a part of this Financing
Agreement for any other purpose or be given any substantive effect.
' Section 4.09. Governing Law; Waiver. This Financing Agreement shall be
governed by, and shall be construed and enforce in accordance with, the laws of the State of
California.
Section 4.10. Successors and Assigns. This Financing Agreement shall be binding
upon the parties hereto and their respective successors and assigns. The terms and provisions of
this Financing Agreement shall inure to the benefit of any assignee or transferee of the tax
increment revenues or any portion thereof, and in the event of any permitted such transfer or
assignment, the rights and privileges herein conferred upon the applicable party shall
Cooperative Agreement-l-I8-11
7
DRAFT
automatically extend to and be vested in such transferee or assignee, all subject to the terms and
conditions hereof.
' Section 4.11. Performance of Obligations. SCRP agrees that the Agency may, but
shall have no obligation to,make any payment or perform any act required of SCRP under any of
the obligations as incurred by SCRP pursuant to this Financing Agreement or take any other
action which the Agency in its discretion deems necessary or desirable to protect or preserve the
pledge of the tax increment revenues pursuant to this Financing Agreement.
' Section 4.12. Construction. The parties acknowledge that each party has reviewed and
' revised this Financing Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Financing Agreement or any amendments or exhibits hereto.
' Section 4.13. Entire Agreement. This Financing Agreement embodies the entire
agreement between the parties and supersedes all prior agreements, written and oral, relating to
the subject matter hereof.
Section 4.14. Execution in Several Counterparts. This Financing Agreement may be
' executed in any number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original; and all such counterparts, or as many of them as SCRP and the Agency
shall preserve undestroyed, shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the Redevelopment Agency of the City of San Bernardino
and the Sustainable Communities Reinvestment Partnership, Inc., a California non-profit
' corporation, have caused this Cooperative Financing Agreement to be signed in their name by
their respective Executive Directors all as of the date and year first above written.
' Agency
Redevelopment Agency of the City of San
' Bernardino
By.
Interim Executive Director
' ATTEST:
By:
Clerk of the Board
APPROVED AS TO FORM:
By:
' Agency Counsel
SCRP
Sustainable Communities Reinvestment
Partnership,Inc., a California non-profit corporation
t By.
President
ATTEST:
By:
Secretary
Cooperative Agreement-1-18-11
' 9
DRAFT
' Exhibit"A"
' Programs, Projects and Activities
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DRAFT
EXHIBIT "A"
2010-2011 - Capital Expenses
Project Improvement/Development Agreements/OPAS
Project Area Description of Activity Amount
State College A. Reconstruction of University Boulevard-Northpark to State Street 1,200,000
B. Interchange University Parkway 2,700,000
C. Hillwood University$2.7 M 15 yr Note 400,000
D. Beautification Facade Program 40,000
E. sbX Bus Rapid Transit System 30,000
F. Improvements- University Pkwy and Northpark Blvd 500,000
' G. Reserve for ERAF 2,500,000
H. Watson Public Improvements(DDA) 1,000,000
,CC North A. EPA Grant Funds 87,500
B. Temporary Bus Facility 1,500,000
' C. sbX Bus Rapid Transit System 30,000
D. Streetscape, Theatre Square,4th/"E"Streets 5,000,000
�outheast Ind A. Perris Campus IVDA reim -$427,000 14 yrs 30,500
B. Beautification Facade Program 70,000
■ C. sbX Bus Rapid Transit System 30,000
"Northwest A. Mapei Jabin Beg 2005-Aug 2015 10,000
B. Interchange University Parkway 2,300,000
C. Young Electric job retention$350,000 max 14 yrs 25,000
D. Beautification Facade Program 40,000
E. Senior Housing -Highland&Medical Center Infrastructure 1,000,000
F. Reservoir Project(Hillwood) 613,000
G. Project Improvements/Streets, Utilities, Etc. 3,600,000
ri City A. BP California- 10 yrs 2015-max$1,750,000 200,000
B. LaCuracao 10 yr rebate est-reim sales tax May 2015 10,000
C. Beautification Facade Program 40,000
D. sbX Bus Rapid Transit System 30,000
Jptown A. La Placita Bond Proceeds 450,000
B. La Placita TI additional Phase II 1,000,000
C. EPA Grant Funds 87,500
D. sbX Bus Rapid Transit System 30,000
40 Street A. Beautification Facade Program 13,300
B. 40th Street& Electric Street- Infrastructure 1,800,000
DRAFT
' Expenditure Detail -Capital Expenses
Project Improvement/Development Agreements
' Protect Area Description of Activity Amount
CC Projects A. J Building agreement-June 2018 40,900
B. Andreson Building -June 2018 16,200
C. EPA Grant Funds 87,500
D. Waterman Holdings 4th and Waterman 10 yrs 200,000
E. Convention Center Renovation 2,200,000
F. sbX Bus Rapid Transit System 1,500,000
'Mt Vernon A. Yellow Freight DDA - 10 yr est Jan 2012 60,000
B. Mt Vernon Improvements 1,270,000
Base/Mt Vernon Street Im 170,000
Infrastructure/Land/Relo 700,000
Spruce and Mt.Vernon 400,000
C. EPA Grant Funds 87,500
D. Phase 11-5th & Mt. Vernon Northwest Corner 1,500,000
``�_,''
E. 5th & Mt. Vernon Northeast Corner Building Reuse& Rehab 750,000
Uher IVDA Project Area-Inland Center DriveP'E"Street& Reader Board & 7,000,000
■■ other Public Improvements
' Total $41,078,900.00
DRAFT
fExhibit`B"
1 Implementation Plan Public Improvements
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Cwpuative Ag=mmt-1-1841
DRAFT }
EXHIBIT "B" --�"-
Implementation Plan Public Improvements
5-Year Plan - FY 2009-FY 2014
' Project Area Description of Activity Amount
State College A. 1-215/University Pkwy Loop Construction 5,000,000
South Valle A. Redlands Boulevard Corridor Improvements 800,000
CC North A. sbX Implementation 1,325,000
B. Downtown Core Vision Implementation 1,001,000
C. Downtown Mixed Use 860,000
D. Theater District Implementation 740,000
Southeast Ind A. Auto Plaza Corridor Improvements 500,000
B. Cooley Avenue Lighting 65,000
Northwest A. West Highland Avenue Corridor Improvements 800,000
B. Baseline Street Corridor Improvements 1,220,000
C. Highland Avenue Corridor Improvements 1,890,000
D. 1-210/State Street Corridor Improvements 500,000
E. North San Bernardino Infrastructure 720,000
Tri City A. Hospitality Lane Corridor Improvements 100,000
Uptown A. La Placita I & II 2,460,000
40 Street A. 40th Street Corridor Improvements 1,840,000
Mt. Vernon A. Mt. Vernon/Spruce Retail 1,720,000
B. Mt. Vernon Bridge 5,000,000
C. 5th Street Corridor Improvements 900,000
CC Projects A. Retail Developmentlinfrastructure 250,000
B. Public Utility Improvements 1,500,000
C. Military Reuse 1,500,000
D. Seccombe Lake Village Improvements 1,250,000
E. Intermodal Transit Station 500,000
' IVDA A. IVDA Business and Market Plan 350,000
B. Third Street Improvements 1,000,000
C. Tippecanoe and Waterman Corridor Improvements 720,000
D. Arden Guthrie Area Improvements 350,000
E. Vanir Mill Street Development 300,000
F. Waterman Corridor Improvements 200,000
G. Baseline Street Corridor Improvements 250,000
Total $ 35,601.000
DRAFT
t
Exhibit"C"
tOther SCRP Contractual Obligations
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f
1 EXHIBIT "C"
1 Other SCRP Contractual Obligations
Geothermal system purchase and upgrade:
f • Increase capacity from 20-25 users to 300-400 users
• Reduce Green House Gases
f • Reduce Water Waste and Usage
• Estimated design/engineering/increase in capacity cost: $25M
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DRAFT
V Exhibit"D"
Agency Real Property Assets
1
Cwpemtive Agre met-1-18-1I
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DRAFT t
m EXHIBIT"D»
o AGENCY REAL PROPERTY ASSETS
r. Improved Redevelopment Agency Properties:
1. 3380 Little Mountain Drive- Shandon Hills Golf Course
2. 780 North "E" Street—The Sturges Theatre Building
3. Church and"D"Parking Lots
' 4. 512 North"E"Street - 5u'and"E"Street Parking Lot
5. 451 North"F" Street Parking Lot
' 6. 450 North"E" Streets—20-P1ex Movie Theater: Appraised
7. 480 North"D" Street Grassed Lots
8. Parking Lot Adjacent to north of the Law Library Parking Lots
' 9. 710 North"D" Street—City Police Station
10. 562 West 4d' Street—The California Theatre Building
' 11.NWC 4d'and"E" Streets—3 Grassed Lots: Appraised
12. 396 North"E" Street—Woolworth Building
13. 390 North"E" Street—"J"Building Lot
' 14. 385 North"E" Street—Vacant Restaurant: Appraised
15. 3-Level Parking Structure—Carousel Mall Parking Structure
' 16. 295 Carousel Mall Drive—Mall Common Area Parking Lot (30+acres)
17. 5'"Mount Vernon Street Parking Lot
18. 349 North"E" Street—Court Street Square: Appraised
' 19. Court Street Parking Lot—Adjacent to the north of 300 N. "D" Street.
20. 297 North"E" Street—City of San Bernardino Convention Center: Appraised
21. 201 North"E" Street, Building A& B- Mixed Use Office/Retail Building
22. 5-Level Parking Structure—201 North"D" Street
23. 170 & 174 South"E" Street
' 24. 820 Cooley Drive- Cooley Drive Parking Lots
25. 4-Acre Lot West of 170& 174 South"E" Street
26. 280 South"E"Street—Baseball Stadium: Appraised
27. 1289, 1316 and 1350 South"E" Street—Multi Use Office/Garage Campus: Appraised
28. Bond Street Planter
29. 266 East 3`d Street—National Guard Armory
Unimproved Redevelopment Agency Properties:
1. Various parcels throughout city—approximately 100 properties (includes 100 acre Bice
parcels)
2. Various remnant parcels throughout city—approximately 25 properties
dzdllo�
CHANGES TO COOPERATIVE
FINANCING AGREEMENT BASED
ON COMMENTS RECEIVED AT
SPECIAL MEETING ON THURSDAY,
JANUARY 20, 2011
COOPERATIVE FINANCING AGREEMENT
' by and between
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
and
' SUSTAINABLE COMMUNITIES REINVESTMENT
PARTNERSHIP,INC.,A CALIFORNIA NON-PROFIT CORPORATION
Relating to the
' $300,000,000
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
REDEVELOPMENT PROJECT AREAS
' CAPITAL IMPROVEMENT PROJECTS
1
' Cmpere ve A&,eemevl-l-1]-1l
r
A' COOPERATIVE FINANCING AGREEMENT
THIS COOPERATIVE FINANCING AGREEMENT is made and entered into as of
January.2011 (this"Financing Agreement"),by and between the Redevelopment Agency of
the City of San Bernardino,a public body, corporate and politic existing under the laws of the
State of California(the"Agency") and the Sustainable Communities Reinvestment Partnership,
Inc.,a California non-profit corporation("SCRP"),as follows.
WITNESSETH:
WHEREAS, the Agency was established by appropriate action of the City of San
w Bemardino (the "City"), for the purposes of exercising redevelopment powers within the City
boundaries through the adoption and approval of various redevelopment project areas that are
currently in existence within the City(the"Project Areas")as further described in the applicable
redevelopment plans accompanying such Project Areas(the"Redevelopment Plans");and
' WHEREAS. the Commmnity Development Commission of the Citv of San Bernardino
(the `Commission") acts as the governing body of the Aven c v for all official actions taken on
behalf of the Aaencv:and
WHEREAS, SCRP was formed pursuant to the non-profit corporation laws of the State
of California and was formerly(mown as the Economic Development Corporation,and pursuant
to an amendment of its corporate documents, SCRP duly approved a name change as such
currently exists for the purposes of assisting in the implementation of various redevelopment
initiatives within the City and to undertake such other activities, programs and projects of the
Agency and the City as are then deemed advisable by SCRP through its board of directors;and
' WHEREAS, pursuant to the Community Redevelopment Law (Health & Safety Code
Section 33000,et seq.)(the"CRL"or the"Authorizing Provisions"),the Agency may enter into
cwopemtion agreements and financing agreements with other public agencies,private entities and
non-profit corporations to carry ouf its redevelopment and other public infmstrucure
development purposes;and ,'r �'„/,�,.,�,tvt.
WHEREAS,SCRP has requested that the Agency act at this time to assist SCRP with the
w financing of certain public infrastructure and the implementation of other programs and activities
i■� located within the Project Areas, together with other public infrastructure that is necessary to
support the long-term development and redevelopment of the portions of the City located within
the Project Areas, namely, those public improvements, public infrastructure and other ^
developments and activities,programs and projects all as set forth in the current Year 2010-2011 O
Budget of the A enc and Down Vi 'on Plan for a Theater District of the Aaencv as
m r on r it "A" (the "Programs, Projects and Activities") as attached he and
incorpor-m teiem yr�nce plus those other public improvements an pu Tic
as set forth on the Implementation Plan of the Agency as indicated on Exhibit 'B" (the
"Implementation Plan Public Improvements") as attached hereto and incorporated herein by
reference(collectively,the"Redevelopment Related Improvements");and
Cm,nMiw nanm,mt-1-22-1 r
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WHEREAS, in addition to the Redevelopment Related Improvements, SCRP, in
IM furtherance of the redevelopment of various areas of the City and in particular with the Project
Areas,requires the A en to commit to certain levels of additional fmancML=2UW to SCRP
Iwi for the fulfillment o e contractual commitments and other nancial o igations as set forth on
Exhibit "C" the "Other SCRP Contractual Obligations") as attached hereto and incorporated
herein y reference;and
WHEREAS, the Agency has determined to finance the Redevelopment Related
Improvements and the Other SCRP Contractual Obligations by the incurring of the indebtedness
as required by this Financing Agreement,including,buf not limited,the issuance of one or more
EB•5 foreign investor direct loan obligations, other privately placed loans with commercial
re-Me—M-0-3 re—Me—M-0-3 private parties,mrissuariFe of municipal bonds and the pledge of the tax increment
revenues of the Agency to SCRP as set forth in this Financing Agreemen nn
ug a per= o
time a gency is entitled to receive tax increment revenues pursuant to the Redevelopment
' Plans for the Project Areas as the financial obligations of the Agency as shall be applicable for
the period of time that such financial obligations of the Agency to SCRP are payable hereunder;
and L
WHEREAS, in order to secure the financial obligations of the Agency to SCRP as
' I provided in this Financin A went,the Agency desires to transfer to SCRP the responsibility
PI.,the manaeemeni an maintenance ot;the Agency real property assets as described on Exhibit
"D"_te "Agency Real Property Assets") as attar ereto an incorporated herein y
reference w c s all be operated and managed by SCRP with the tax increment revenues to be
provided by the Agency to SCRP feF_. eh ptutpeses ti A ,. .... .,,.tee ffli fle, b.. crop
^dise as further provided herein;and
-.Ln..+�r.��
WHEREAS, the Agency and SCRP ek to provide through this Financing Agreement
that in addition to the obligations as inc pursuant to this Financing Agreement,the�A en�cy
shall pledge to SCRP additional revenues as necessary to support the ongoing contmcta la and
u get oblations an commitments of as shall be me rr in crance of the
improvement of the Redevelopment Terawd Improvements and the Other SCRP Contractual
Obligations and to fund the construction and/or financing of the Redevelopment Related
Improvements and the Other SCRP Contractual Obligations;and
WHEREAS, consistent with the SCRP obligations incurred pursuant to this Financing
Agreement and the commitment of the Agency to fulfill its financial commitments to SCRP,
during the 'term (as defined in Section 1.03) of this Financin¢ Agreement, the Agency tax
increment revenues available lopment P
e pursuant to-t a iM;;elans for Um Project Areas shall
become revenues attributed to SCRP,and the Agency herein pledges the tax increment revenues
for the pa menrepayment of the o i a i n o pay or an for t admi an
u1PdErFakmg of the �ve7o of
Related improvements, me er Contractual
ga ions an or the other obligations as incurred pursuant to this Financing Agreement;and
WHEREAS, the Agency and SCRP have determined that it is in the best interests of the
Agency and SCRP to enter into this Financing Agreement to finance said Redevelopment
Related Improvements and the other obligations as incurred pursuant to this Financing
Cwpere wAW-x -1-2 11
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Agreement, and thus desire to provide for the terms and conditions of their cooperation in such
V matters as herein provided.
n NOW THEREFORE,the parties to this Financing Agreement agree,as follows.
ARTICLE t
DEFINITIONS;TERM OF FINANCING AGREEMENT
Section 1.01. Recitals. The Recitals set out above are true and correct.
Section 1.02. Definitions. Unless the context otherwise requires,capitalized terms used
' herein and not defined herein shall have the meanings as generally ascribed to such terms.
Section 1.03. Assignment. Ibis Financing Ameemenl s�y11 hP s�he�to assignment at
the witten direction of the Commission to SCRP for anv assignment of this Financing
' Agreement that is authorized by the Commission tQbe made to anv duly established Joint powers
authoy'L�as so directed by the Commission to SCRP pursuant to written notice delivered by the
Commission to SCRP. Upon receipt of anv such written notice of assienmcnt from the
Commission s ecif in the assignment of this Financin A reemenl to such Joint covers
authority. SCRP shall imme iatev take al necessary actions to time, accomplish the
assignment to the ioint powers authority a% matt then be required in accordance with such
direction of the Commission.
Section 1.04. Bvlaws. The Commission has authorized the execution of this Financing
A Cement with SCRP based u on the cor orate b laws of SCRP the "13ylaty" as are in
existence as of the date o t us mannn Agreement which so ecif" the manner and term of the
anvointment of directors to the corporate board of SCRP and which, in additional to other (o4v+ �es'efK
' matters. requires SCRP to coin Iv with certain requirements that are applicable to governmental
entities within the State. No amendment, change or other modification shall be made to the
Bylaws without the crier written avoroval of the Commission which approval ma-be Pranted or
withheld at the sole and absolute discretion of the Commission.
Seetio..on 4- 2.Section 1.05, Maintenance of Tax-Exemot Status. SCRP covenants
and agrees to maintain the current tax status of SCRP for federal income tax ournoses'as an
exempt organization organized as a California non-profit corporation and pursuant to Internal
' Revenue Code Section 501(c)(3) and SCRP shall cause to be prepared and timety transmitted all
necessam filing with State of California d the Internal Revenue Service to maintain such tux-
exempt status as a California non-Prof-ii corporation. SCRP further covenants and aarees not to
' enter into any transaction or to undertake any other type of activity that would cause SCRP to
become a taxable entitv.and all revenues m including but not limited the tax increment revenues
to be received by SCRP pursuant to this Financin Agreement. shall be used strictly in
confoi mance with this Financing Amreement and in a manner so as not to cause an, income or
funds received by SCRP to be determined to be "unrelated business income"that would in am,
manner leonardize the tax-exemot status of SCRP.
Seet*en 1.06. Term. Ibis Financing Agreement shall remain in full force
and effect so long as the obligations incurred by the Agency to SCRP remaining outstanding and
unpaid, but in no event later than the last date that the Agency is entitled to receive the tax
cooaQ,eK nseemmou-u-u u
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increment revenues pursuant to the Redevelopment Plans for the Project Areas for the repayment
of indebtedness and other financial and contractual obligations.
I ARTICLE II
PAYMENT OF TAX INCREMENT REVENUES OF AGENCY TO SCRP
°--"n'"^ Section. 2.01. Transfer of Powers. ft fled:uma:tert: o.s, W eWLe
nunpa q
(a) In order to carry out the Redevelopment Related Improvements and the Other
SCRP Contractual Obligations, SCRP shall assume all performance obligations with respect
thereof and the Agency hereby pledges to SCRP all tax increment revenue available to the
Agency from the Redevelopment Plans for the Project Areas during the Term of this Financing
Agreement for the payments as required for SCRP to fully perform each and every financial and
contractual obligation as set forth on Exhibits "A",`B", "C"and"D" as to the Redevelopment
Plans for the Project Areas. The Agency shall be responsible for compliance with all
' requirements imposed by the Redevelopment Plans and for the timely payment of funds and the
reporting of such uses pursuant to the CRL, and SCRP shall be responsible for all compliance
with respect to the public works requirements as imposed pursuant to California law with regard
to the Redevelopment Related Improvements and the Other SCRP Contractual Obligations.
(b) SCRP shall use and apply the tax increment revenues as pledged pursuant to this
Financing Agreement to undertake, manage, administer and implement all aspects of the
Redevelopment Related Improvements and the Other SCRP Contractual Obligations,specifically
including,but not limited,to:
1. the design, construction and implementation of the Redevelopment Related
' Improvements as set forth in the 2010-201 Budget of the Agency and the
Downtown Vision Plan for the Theater District of the Agency as indicated on
Exhibit"A";
2. undertaking of the Implementation Plan Public Improvements as set forth on
Exhibit`B";
3. undertaking of the Other SCRP Contractual Obligations as set forth on Exhibit
4. managing and maintaining the Agency Real Property Assets as set forth on
Exhibit"D".
' (c) The Agency Real Property Assets shall not be transferred in tee by the Agency to
SCRP except upon the subsequent approval of the Commission.the Council and SCRP as to am
Such subsequent transfer of+n fee title. SCRP shall be responsible for the management and
property maintenance of the Agency Real Property Assets for such period of time that thz
Agency Real Propetly Assets continue to be owned in fee title by the Agency.
and eeanatnie and the The
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obligation of the Agency to transfer the management and property maintenance for the Agency
Real Property Assets shall be a binding and enforceable contractual obligation upon the Agency
from and after the date of this Financing Agreement,and any failure of the Agency to remit the
' necessary tax increment revenues to Provide for the payment of such management and oropert v
maintenance expenses for the Aeenev Real Property Assetsamef•- all °- °-° paAian °"t`°
Real PF8pefty Assets as required herein shall be an Event of Default pursuant to Section
3.01 hereof.
Section 2.02. Irrevocable Pledge of Tax Increment Revenues. Pursuant to and in
consideration of the assumption of the obligations by SCRP as set forth in Section 2.01 above,
commencing as of the date of this Financing Agreement during the 2010-2011 fiscal year,those
tax increment revenues derived by the Agency from the Redevelopment Plans for the Project
Areas are hereby irrevocably pledged to SCRP pursuant to this Financing Agreement on a basis
subordinate to all presently authorized and issued, and future authorized and issued debt
obligations of the Agency that are sold through municipal underwriting means or debt
' obligations with third party commercial lenders, including,but not limited to those amounts that
are in excess of the tax increment revenues budgeted to be expended by the Agency for the
current 2010-2011 fiscal year of the Agency. Such pledge of the tax increment revenues of the
Agency to SCRP shall be irrevocable during the Term of this Financing Agreement. The
maximum dollar amount of the tax increment revenues pledged by the Agency to SCRP pursuant
to this Financing Agreement for the use and pledge of tax increment revenues for debt and other
contractual obligations that are intended to be issued or incurred by SCRP on and after the date
' of this Financing Agreement shall not exceed$300,000,000 in the aggregate principal amount.
Section 2.03. Use of Tax Increment Revenues.
(a) Throughout the Term of this Financing Agreement, SCRP hereby agrees that the tax
increment revenues as pledged by the Agency pursuant to Section 2.02 above shall be applied for
the payment and/or repayment of the obligations incurred by SCRP pursuant to Section 2.01
above.
i (b) SCRP shall take all steps necessary to utilize the tax increment revenues to pay
principal and interest due on all debt and other contractual obligations of SCRP w specified in
this Financing Agreement. Such payments shall be absolute obligations of SCRP and shall not
be subject to any deduction or offset of any kind whatsoever.
(c) SCRP shall submit an annual proposed budget for each fiscal year to the
Commission and the Mayor and Common Council of the City of San Bernardino(the"Council")
for review and concurrence at least sixty(60)calendar days prior to any final approval of such
annual budget by SCRP. Any budget as thereafter approved by SCRP shall be modified to
include the comments as approved by the Commission and the Council within such budget and
as to such items that cannot be agreed upon `ek�amone the Commission. the Council and
SCRP, those particular items shall be deleted from the budget as may thereafter be approved
SCRP.
Caopeeative Agreemmt-622-11
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Section 2.04. Use of Excess Tax Increment Revenues. During the Term of this
Financing Agreement and to the extent that there are excess tax increment revenues ("Excess
Tax Increment Revenues' after payment and/or repayment of the various obligations incurred
by SCRP pursuant to Section 2.01 above,such Excess Tax Increment Revenues shall be used by
SCRP for other qualifying public works projects and the improvements within the Project Areas
or transferred to the Agency for use pursuant to the Redevelopment Plans for the Project Areas.
In addition to the rights of the Commission and the Council to approve the annual budgets as
' specified in Section 2.03(c)above,the Commission and the Council shall also have the right to
approve(i)the sale of any real property that may hereafter be transferred to SCRP pursuant to
this Financing Agreement, including the price, terms and other conditions to be imposed upon
the sale of any such real property that is intended to be transferred to any third party,whether a
private entity or governmental agency, and (ii) any agreement by and between SCRP and any
project developer or landowner seeking to obtain any form redevelopment assistance or other
form of participation agreement,reimbursement agreement other agreement from SCRP.
ARTICLE III
EVENTS OF DEFAULT;RIGHTS AND REMEDIES
Section 3.01. Each of the following occurrences shall constitute an "Event of Default"
under this Financing Agreement:
(a) Failure to Make Payments When Due. Failure by either party to pay (i) any
amount due on or before the date that such payment is due and payable pursuant to this
Financing Agreement.
(b) Other Defaults. Should SCRP fail duly and punctually to perform or observe any
agreement, covenant or obligation binding on SCRP under this Financing Agreement which
could lead to an Event of Default, such failure shall continue for thirty(30)calendar days after
the earlier of(i)the date as of which SCRP had actual knowledge of such failure, and (ii)the
date on which the Agency gives SCRP notice of such failure.
(c) Breach of Representation or Warranty. Should any representation or warranty
made or deemed made by one party to the other party herein be false or misleading in any
material respect on the date as of which made which could lead to an Event of Default which is
not remedied to the satisfaction of the non-defaulting party within ninety (90) calendar days
following receipt by the defaulting party of written notice of such inaccuracy.
(d) Failure to Assign. Failure of SCR? to comply with the written notice of the
Commission for the assignment of this Financing Agreement to 'pint powers authority as ma
be directed by the Commission to $CRP pursuant to Section 1.03 shall be an Event of Default
' oursuant to this Section 3.01(e). and the Commission may thereupon terminate this Financing
Agreement immediatelv upon receipt of such notice of termination by SCRP without cure and
without any prior notice.
CooPemive Agrcemmt-1-22-1 l
6
' (e) Amendment to SCRP Bylaws. An) amendments to the adooted Bylaws of SCRP armitned:ao imacline
that amend.chanee or otherwise modify the Form of said Bylaws as were in existence as of the Formatted:urMerrne
date of this Finaticiny Agreement without the orior written approval of the Commission as _--
re uired by Section 1.04 shall be an Event of Default pursuant to this Financing Agreement.
Upon the occurrence of any such Event of Default oursuant to this Section 3.01(d)for failure of
SCRP to comply with Section 1.04 the Commission may thereupon terminate this Financine
Agreement immediately upon receipt of such notice of termination by SCRP without cure and
without anv prior notice.
(B failure to Maintain Tax-Exemp=t Slams. Any failure of SCRP to maintain the Formatted:unmrwe
current tax-exempt status of SCRP as a 501(c)(3) non-profit corporation as reppired by Section
1.05 shall bean Event of Default under this Section 3.01(fl. Upon the occurrence of anv such
Event of Default pursuant to this Section 3.01(t) for failure of SCRP to comply with Section
1.05. tI • Commission may thereupon terminate this Financing Agreement immediate)v coon
rcc_ i,,t.of such notice of termination by SCRP without cure and within t any Prior notice
Section 3.02. Rights and Remedies.
(a) Acceleration-Etc. Upon the occurrence of any Event of Default by the Agency to
remit the tax increment revenues to SCRP, the unpaid principal amount of any and all tax
increment revenues payable pursuant to this Financing Agreement shall automatically become
immediately due and payable for each fiscal year in which such Event of Default shall have
occurred. After the expiration of all cure periods by the Agency,thereafter SCRP may exercise
any or all rights and remedies under this Financing Agreement or otherwise pursuant to
applicable law.
(b) Waiver of Demand. Demand,presentment,protest and notice of nonpayment are
hereby waived by SCRP. SCRP also waives, to the extent permitted by law, the benefit of all
valuation,appraisal and exemption laws.
(c) Parties to Institute Proceedines. Upon a default by either party, the non-
defaulting party may institute any proceeding at law or in equity to enforce the obligations of the
other party under this Financing Agreement and/or any covenants and obligations of the other
party contained in this Financing Agreement.
(d) Waivers.Amendments and Remedies. No delay or omission of the either party to
' exercise any right under this Financing Agreement shall impair such right or be construed to be a
waiver of any Event of Default or an acquiescence therein,and my single or partial exercise of
any such right shall not preclude other or further exercise thereof or the exercise of any other
right, and no waiver,amendment or other variation of the terms,conditions or provisions of this
Financing Agreement whatsoever shall be valid unless in a writing signed by the other party,and
then only to the extent in such writing specifically set forth. All remedies contained in this
Financing Agreement or by law afforded shall be cumulative and all shall be available to the
parties bender until the obligations have been paid in full and this Financing Agreement has been
' terminated or until the expiration of the Term of this Financing Agreement.
Cooperative AgTe mt-1-2211
7
1
1
1
ARTICLE IV
MISCELLANEOUS
Section 4.01. Amendment. The provisions of this Financing Agreement may be
amended only upon the written approval of the parties hereto which approval shall be granted at
the absolute and sole discretion of each party.
Section 4.02. Beneficiaries of Financing Agreement. To the extent applicable, the
parties identified in the Redevelopment Related Improvements and the Other SCRP Contractual
Obligations are expressly recognized m a thud party beneficiary hereto. Nothing in this
Financing Agreement,expressed or implied, is intended to give to any person,other than SCRP
' and the Agency, as parties hereto, and those parties identified in the Redevelopment Related
Improvements and the Other SCRP Contractual Obligations,all as third party beneficiary hereof,
any right, remedy or claim under or by reason of this Financing Agreement. Any covenants,
stipulations,promises or agreements in this Financing Agreement contained by and on behalf of
' SCRP and the Agency or any member, officer or employee thereof shall be for the sole and
exclusive benefit of SCRP and the Agency as parties hereto and the parties identified in the
Redevelopment Related Improvements and the Other SCRP Contractual Obligations as third
parry beneficiary hereof.
tSection 4.03. No Personal Liability. No member,officer or employee of SCRP or the
Agency shall be individually or personally liable for the payment of any amounts of the tax
increment revenues as pledged to SCRP by the Agency pursuant to this Financing Agreement;
but nothing herein contained shall relieve any member, officer or employee of SCRP and the
Agency from the performance of any official duty provided by law.
Section 4.04. Partial Invalidity. If any one or more of the agreements or covenants or
portions thereof provided in this Financing Agreement to be performed on the part of SCRP or
the Agency should be contrary to law, then such agreement or agreements, such covenant or
covenants, or such portions thereof, shall be null and void and shall be deemed separable from
the remaining agreements and covenants or portions thereof.
Section 4.05. Notices and Delivery. Any consent, notice or other communication
herein required or permitted to be given shall be in writing and may be personally served,
telecopied or sent by courier service or United States mail and shall be deemed to have been
given when delivered in person or by courier service,upon receipt of a telecopy(or on the next
business day if such telecopy is received on a non-business day or after 5:00 p.m.(at the office of
the recipient)on a business day)or four(4)business days after deposit in the United States mail
(registered or certified, with postage prepaid and properly addressed). Any party delivering a
communication by telecopy shall also send a copy thereof by one of the other means provided in
this Section 4.05. For the purposes hereof the addresses of the parties hereto(until notice of a
change thereof is delivered as provided in this Section 4.05) shall be as set forth in the official
business addresses of each party as of the date of this Financing Agreement and at such other
address as may be designated by such party in a written notice to all of the other party.
Section 4.06. Survival of Warranties and Agreements. All agreements,
' representations,warranties and indemnities made or given herein shall survive the execution and
Ccop five AVe tut-1-Yd-1r
8
delivery of this Financing Agreement and the making, repayment and fulfillment of the
obligations of the parties as incurred in this Financing Agreement.
' Section 4.07. Severability. In case any provision in or obligation under this Financing
Agreement shall be invalid,illegal or unenforceable in any jurisdiction,the validity,legality and
enforceability of the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction,shall not in any way be affected or impaired thereby.
ASection 4.08. Headings. Section headings in this Financing Agreement are included
"O herein for convenience of reference only and shall not constitute a part of this Financing
Agreement for any other purpose or be given any substantive effect.
Section 4.09. Governing Law;Waiver. This Financing Agreement shall be
governed by, and shall be construed and enforce in accordance with, the laws of the State of
w
California.
Section 4.10. Successors and Assigns. This Financing Agreement shall be binding
upon the parties hereto and their respective successors and assigns. The terms and provisions of
this Financing Agreement shall inure to the benefit of any assignee or transferee of the tax
increment revenues or any portion thereof, and in the event of any permitted such transfer or
assignment, the rights and privileges herein conferred upon the applicable party shall
automatically extend to and be vested in such transferee or assignee,all subject to the terms and
conditions hereof.
Section 4.11. Performance of Obligations. SCRP agrees that the Agency may, but
shall have no obligation to,make any payment or perform any act required of SCRP under any of
' the obligations as incurred by SCRP pursuant to this Financing Agreement or take any other
action which the Agency in its discretion deems necessary or desirable to protect or preserve the
pledge of the tax increment revenues pursuant to this Financing Agreement.
I ' Section 4.12. Construction. The parties acknowledge that each party has reviewed and
revised this Financing Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Financing Agreement or any amendments or exhibits hereto.
Section 4.13. Entire Agreement. This Financing Agreement embodies the entire
agreement between the parties and supersedes all prior agreements, written and oral,relating to
the subject matter hereof.
Section 4.14. Execution in Several Counterparts. This Financing Agreement may be
executed in any number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original;and all such counterparts,or as many of them as SCRP and the Agency
shall preserve undestroyed,shall together constitute but one and the same instrument.
1
CwpRwvc As ma,o1-22-11
' 9
' 1
1
1 IN WITNESS WHEREOF, the Redevelopment Agency of the City of San Bernardino
and the Sustainable Communities Reinvestment Partnership, Inc., a California non-profit
corporation, have caused this Cooperative Financing Agreement to be signed in their time by
1 their respective Executive Directors all as of the date and year first above written.
Agency
1 Redevelopment Agency of the City of San
Bernardino
1 By:
Interim Executive Director
1 ATTEST:
1 By.
Clerk of the Board
APPROVED AS TO FORM:
1 By:
Agency Counsel
1 SCRP
1 Sustainable Communities Reinvestment
Partnership,Inc.,a California non-profit corporation
1 By.
President
1 ATTEST:
By:
Secretary
1
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CoopereliroAgreement-1-23-11
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1
' Exhibit"A"
Programs,Projects and Activities
t
4A
Y
' Cooperative ABrcemm41-22-11
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1
' 1
I �
Exhibit`B"
Implementation Plan Public Improvements
t
i
,I
CooPeretive Agreement-i-u�ll
12
i, ,
a
Exhibit"C"
Other SCRP Contractual Obligations
1
t
Cooperatve Agmmmt-1-22-11
t 13
Exhibit"D"
Manaecment and Maintenance for
' Agency Real Property Assets
t
C ame Age -1-u-u
' 14
BYLAWS WITH ORIGINAL
CHANGES FROM NON-PROFIT
PRIVATE BOARD TO QUASI
PUBLIC BOARD
1
Q
Fidd code Oienpea
OF THE
SUSTAINABLE COMMUNITIES REINVESTMENT PARTNERSHIP,INC.
a California Nonprofit Public Benefit Corporation
' History of Actions Taken
Related to Bylaws Date
' Bylaws Adopted September 4,2009
Amendment January 20 2011
t
1
' 4Ws 51-95%.[
w
y BYLAWS OF THE
SUSTAINABLE COMMUNITIES REINVESTMENT PARTNERSHIP,INC.
TABLE OF CONTENTS
W
Page
ARTICLE NAME AND CORPORATE OFFICES..................................................................142
1.1 NAME..............................................................................................................14-2
' 1.2 PRINCIPAL OFFICE......................................................................................142
1.3 OTHER OFFICES...........................................................................................14-2
1.4 PURPOSES......................................................................................................142
ARTICLE11 DIRECTORS.............................................................................................................2
2.1 GENERAL POWERS..........................................................................................2
2.2 SPECIFIC POWERS.......................................................................................332
2.3 NUMBER OF DIRECTORS...........................................................................442
2.4 RESTRICTIONS ON INTERESTED PERSONS AS DIRECTORS.............442
2.5 ELECTION AND TERM OF OFFICE OF DIRECTORS..............................442
2.6 RESIGNATION AND VACANCIES.............................................................532
2.7 PLACE OF MEETINGS:MEETINGS BY TELEPHONE.............................532
2.8 REGULAR MEETINGS.................................................................................532
2.9 SPECIAL MEETINGS:NOTICE...................................................................6_62
2.10 OUORUM........................................................................................................662
2.11 WAIVER OF NOTICE....................................................................................6_62
2.12 ADJOURNMENT............................................................................................772
2.13 NOTICE OF ADJOURNED MEETING.........................................................772
' 2.14 ACTION BY WRITTEN CONSENT WITHOUT A MEETING...................W2
2.15 FEES AND COMPENSATION OF DIRECTORS AND
REIMBURSEMENT.......................................................................................7-72
' 4847-0251-95561
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ARTICLEIII COMMITTEES....................................................................................................M
3.1 COMMITTEES OF DIRECTORS..................................................................772
.2 MEETINGS AND ACTION OF COMMITTEE ..........................................882
ARTICLE IV OFFICERS...........................................................................................................992
4.1 OFFICERS.......................................................................................................992
4.2 ELECTION OR APPOINTMENT OF OFFICERS........................................942
t4.3 SUBORDINATE OFFICERS..........................................................................942
4.4 REMOVAL AND RESIGNATION OF OFFICERS......................................942
4.5 VACANCIES IN OFFICES............................................................................992
4.6 CHAIRMAN OF THE BOARD..................................................................10192
4.7 PRESIDENT................................................................................................10192
4.8 VICE PRESIDENT......................................................................................10182
4.9 SECRETARY..............................................................................................10}92
4.10 TREASURERCH-P. FWANC-A o.��...........................................I14- 2
t4.11 DEPOSIT AND DISBURSEMENT............................................................11112
4.12 BOND..........................................................................................................11112
ARTICLE V INDEMNIFICATION OF DIRECTORS OFFICERS,EMPLOYEES
AND OTHER AGENTS..............................................................................................1 111-2
5.1 INDEMNIFICATION..................................................................................11412
5.2 APPROVAL OF INDEMNITY...................................................................124-12
.3 PAYMENT OF EXPENSES IN ADVANCE..............................................12}22
5.4 INSURANCE INDEMNIFICATI ON..........................................................12122
' .5 AMENDMENT.REPEAL OR MODIFICATION......................................12122
ARTICLE VI RECORDS AND REPORTS...........................................................................12422
.1 RECORDS:INSPECTION BY DIRECTORS............................................12122
6.2 ANNUAL REPORT....................................................................................13132
4A 51A5%1 III
6.3 ANNUAL STATEMENT............................................................................13432
6.4 REPORTS TO SECRETARY OF STATE..................................................14442
ARTICLE VII GENERAL MATTERS..................................................................................14442
.l CHECKS:DRAFTS:EVIDENCES OF INDEBTEDNESS.......................144Q
7.2 CORPORATE CONTRACTS AND INSTRUMENTS,
HOWEXECUTED......................................................................................14442
' 7.3 CONSTRUCTION:DEFINITIONS............................................................154-52
ARTICLE VIII AMENDMENTS..........................................................................................15432
' AMENDMENT BY DIRECTORS..............................................................................15432
8.2 RECORD OF AMENDMENTS..................................................................15432
' ARTICLE IX INTERPRETATION.......................................................................................15±32
9.1 AMENDMENTS TO LAW.........................................................................15432
' 480-0ZSIA556] IV
BYLAWS
' OF THE
SUSTAINABLE COMMUNITIES REINVESTMENT PARTNERSHIP,INC.
' ARTICLE 1
NAME AND CORPORATE OFFICES
t1.1 NAME
The name of this corporation is the SUSTAINABLE COMMUNITIES
t REINVESTMENT PARTNERSHIP,INC.(the"Corporation").
1.2 PRINCIPAL OFFICE
' The principal office for the transaction of the activities and affairs of the Corporation(the
"Principal Office") shall be 201 North "E" Street, Third Floor, San Bernardino, California
92401. The Board may change the Principal Office from one location to another. Any change of
location of the Principal Office shall be noted by the Secretary on these Bylaws opposite this
i ' section or this section may be amended to state the new location.
1.3 OTHER OFFICES
' The Board may at any time establish branch or subordinate offices at any place or places
where the Corporation is qualified to conduct its activities.
1.4 PURPOSES
A. This corporation is a nonprofit public benefit corporation and is not organized for
the private gain of any person. It is organized for public purposes within the meaning of the
' Nonprofit Public Benefit Corporation Law (codified at California Corporations Code Sections
5110 et sea.), as amended from time to time, and is organized and operated exclusively for
charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, or the corresponding provisions of any subsequent federal tax laws (the
' "Code").
B. This Corporation is formed for the purpose of lessening governmental burdens by
providing assistance to the Redevelopment Agency of the City of San Bernardino (the
' "Agency")in its efforts to promote the green development and redevelopment within-f"°"^;
..oc,.., n_..._,:
o,�.- ,wand to implement other financines and oroiects[hat may be requested by the
Agency to be undertaken by the Corporation within the municipal boundaries of the City of San
Bernardino but only to the extent that such purposes constitutes exclusively charitable,scientific
' and educational purposes within the meaning of Sections 501(c)(3), 170(c)(2)(B),2055(a)(2)and
2522(a)(2)of the Code.
' 4847-0251-9556.5 I
1
C. In its exercise of the above purpose, the Corporation shall have the following
' powers,subject to those limitations set forth in these Bylaws:
(1) To enter into,perform and carry out contracts of any kind necessary to,or
' in connection with, or incidental to, the accomplishment of the purposes of the
Corporation;
(2) To borrow money and to issue evidences of indebtedness and to secure the
' same in furtherance of any or all of the purposes of the Corporation;
(3) To receive and maintain a fund or funds,real or personal property,or both,
and, subject to the restrictions and limitations hereinafter set forth, to use and apply the
' whole or any part of the income therefrom and the principal thereof exclusively for
charitable, religious, scientific, literary or educational purposes either directly or by
contributions to organizations that qualify as exempt organizations under Section
501(c)(3)of the Code and its Regulations as they now exist or as they may hereafter be
' amended;and
(4) The Corporation shall have the power to do and perform all things
whatsoever set out in this Article I and necessary or incidental to the accomplishment of
' said purposes;
provided,however, that notwithstanding any provisions of these Bylaws, the Corporation shall
not conduct or carry on any activities not permitted to be conducted or carried on by an
organization exempt from federal taxation under Section 501(c)(3) of the Code or by an
organization,contributions to which are deductible under Section 170(c)(2)of the Code.
ARTICLE 11
DIRECTORS
2.1 GENERAL POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and
any other applicable laws and to any limitations in the Articles of Incorporation and these
Bylaws, the business and affairs of the Corporation shall be managed and all corporate powers
shall be exercised by or under direction of the Board of Directors(the"Board"). The Board may
delegate the management of the day-to-day operation of the business of the Corporation to a
management company or other person provided that the business and affairs of the Corporation
t shall be managed and all corporate powers shall be exercised under the ultimate direction of the
Board.
{847-0351-9556.1 2
2.2 SPECIFIC POWERS
' Without prejudice to the general powers set forth in Section 2.1 of these Bylaws, but
subject to the same limitations,the directors of the Corporation shall have the power to:
(a) Appoint and remove at the pleasure of the Board,all of the Corporation's
officers,agents and employees; prescribe powers and duties for them that are consistent
with the law,with the Articles of Incorporation and with these Bylaws.
' (b) Change the Principal Office or principal place of business office in
California from one location to another;cause the Corporation to be qualified to conduct
its activities in any other state,territory,dependency or country and conduct its activities
within or outside California.
(c) Assume obligations, enter into contracts, borrow money and incur
indebtedness on behalf of the Corporation and cause to be executed and delivered for the
corporate purposes,in the corporate name,promissory notes,bonds,debentures,deeds of
' trust,mortgages,pledges,hypothecation,and other evidences of debt and securities.
(d) Acquire, mortgage, encumber, hold title to, pledge, sell, release, or
otherwise dispose of real or personal property and interests therein when and upon such
' terms as the Board determines to be in the best interest of the Corporation.
(e) Facilitate any merger, consolidation, liquidation, plan of exchange,
' acquisition of stock,or the reorganization or transfer of a substantial portion of the assets
of the Corporation.
(0 Amend the Articles of Incorporation or these Bylaws.
' (g) Adopt operating and capital budgets and authorize expenditures outside of
such budgets.
(h) Approve and amend the Corporation's business and strategic plans.
(i) Create corporate subsidiaries and/or establish corporate joint ventures.
Q) Acquire shares of or any interest in any corporation or other legal entity or
business enterprise, or create any partnership or other legal entity which the Corporation
is or will be a partner,shareholder or member of similar participant.
(k) Change or reorganize the Corporation into any other legal form.
(1) Establish or participate in any noncorporate joint venture.
1 Exercise of any or all of the above powers by the Board is subject to its limitation to enter
into any action that would adversely affect the tax-exempt status of the Corporation.
' 4847m51-95se.1 g
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' 2.3 NUMBER OF DIRECTORS
The authorized number of directors of the Corporation shall be not less 4has t"e (2)me
move °- �-.r fteen4l-54seven 7. Four (4) directors shall be residents of the City of San
Bernardino selected in the manner set forth in Section 2.5 and three (3) directors shall be
comprised of three(3)members of the Community Development Commission of the City of San
Bernardino or any successor board or agency; provided,however.that the initial appointment of
the four (4) public directors shall be appointed upon the resignation of the immediately prior
' directors who have served as directors to approve the amendments to these Bylaws until such
time as a process is determined by the Board either with or without terms of office for such
directors The e theF 2e' number of d:_.ete_ hall be inkialli.f.X_d at 6..._(4) until ..h.._ge �..
easefidineRt 40 these Byla%�.
' No reduction of the authorized number of directors shall have the effect of removing any
director before that director's term of office expires.
' 2.4 CONFLICTS OF INTEREST; OTHER APPLICABLE CALIFORNIA
LAWSP-PSTRIGHONS ON PIWERESTAD PERSONS; 49 PI ECTWS;
t —The disclosure by directors of all conflicts of interest shall be consistent with those• — For111ar[ea:Keep wml rea,xceplines
requirements applicable to municipal corporations pursuant to California law. All provisions of
California law with respect to municipal corporations and the conduct of business and the
activities of elected and appointed officials serving on the governing bodies of govemmental
' agencies shall be applicable to the Corporation and the Board. including. but not limited to.the
Ralph M Brown Act of the State of California (the "Brown Act") (Government Code Section
54950. et sea.). the Public Records Act(Government Code Section et sea.).the Political
Reform Act (Government Code Section 87000. et seq.). the conflict of interest provisions of
' Government Code Section 1090 et seq.. the prevailing wage requirements for public works
proiects (Labor Code Section 1770
e_M_.._.ated L. r6.. C BFP e_..i.n f... Ser'vee Fes J@Fed to Y within the preN i.. s iweke (12)
menths. A
2.5 ELECTION AND TERM OF OFFICE OF DIRECTORS
_ neh a .d meeting, of the O_.._d the d:..e_t.._ _then than the seat held L.. the
�et . Oeei on 2.3 6e«..f, shall be a eeted is 6.d aF -
iegEach elected-director,including a director selected by the Board to fill
a vacancy, shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified,except in the case of the death,resignation,or removal
of such a director. Any director not elected at an annual meeting may be elected at a special
' 4B4474U51-95561 4
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meeting held for that purpose or by written ballot. Any director elected as provided in the
' foregoing sentence shall hold office until the next annual meeting or until a successor has been
elected and qualified.
2.6 RESIGNATION AND VACANCIES
' Any director may resign effective upon giving oral or written notice to the Chairman of
the Board,the President, the Secretary or the Board, unless the notice specifies a later time for
the effectiveness of such resignation. If the resignation of a director is effective at a future time,
' the Board may elect a successor to take office pursuant to Section 2.5 when the resignation
becomes effective. Except on notice to the Attorney General of the State of California, no
director may resign if the Corporation would be left without a duly elected director or directors.
Wacancies on the Board may thereafter be filled by a majority of the remaining
directors, or if the number of directors then in office is less than a quornm by (i) mlanimous
written consent of the directors then in office, (ii) the affirmative vote of a majority of the
directors then in office at a meeting held pursuant to notice or waivers of notice, or(iii) a sole
remaining director. Each director m elected shall hold office until the next annual meeting of the
Board and until a successor has been elected and qualified,or until his or her death,resignation
or removal.
I ' A vacancy or vacancies in the Board shall be deemed to exist(i)in the event of the death,
resignation or removal of any director,(ii)if the Board by resolution declares vacant the office of
a director who has been declared of unsound mind by an order of court or convicted of a felony
or(iii)if the authorized number of directors is increased.
2.7 PLACE OF MEETINGS.-All-l- ,TY I1,1' 6PHO 44
Regular meetings of the Board may be held at any place within er-eutside-the City of San
Bernardinp the State 84:Gaiilbmi which has been designated from time to time by resolution of
the Board. In the absence of such a designation,regular meetings shall be held at the Principal
Office of the Corporation. Special meetings of the Board may be held at any place within ee
outside the State et Galifemiathe City of San Bernardino which has beers designated in the notice
of the meeting or, if not stated in the notice or if there is no notice, at the pPrincipal �tiw
e0ffice of the Corporation.
d'_e.,
..6.....ai....
' 2.8 CONDUCT OFREGUL-AR MEETINGS
' All Rregular and scecial meetings of the Board shall be held
and conducted. and with notice provided, all as reeuired pursuant to the Brown Act, andi€the
time and place of such regular meetings areshall be fixed by the Board. The Citv Attorney shall
4"74u51A5563 5
1
be entitled to attend all such meetings at which members of the Mavor and Common Council are
in attendance as directors of the Corporation.
' 2.9 - ^°I RESERVED 1
Bowd AF an)o.wide.._. ) ^4ae-..For e c
0oo.2'R"rj'.
Netiee of the time and plaee of special meetiRgs shall he delkefed petsaaaily or b)
telephene to eaeli diFeeteF ep sent by AHt elms mail,telegFam, charges pFepaid, oF b5 tsleeepi�,
in- W41ie neflee is mailed, it shall be depesited in the United Staws mail at Wst fa+it
t
holding -
"ill PF@MPVj SOMMURWate it to the d;F@etoF. The notiee need Ret speei�
the PUFVqSO Bf 1448 meetin
L.. 2.10 UO ORUM
A majority of the authorized number of directors shall constitute a quorum for the
transaction of business,except to adjourn w provided in Section 2.12 of these Bylaws. Every act
' or decision done or made by a majority of the directors present at a meeting duly held at which a
quorum is present is the act of the Board, subject to the provisions of the California Nonprofit
Public Benefit Corporation Law, the Articles of Incorporation and other applicable law,
including without limitation,those provisions relating to(i)approval of contracts or transactions
in which a director has a direct or indirect material financial interest; (ii) approval of certain
transactions between corporations having common directorships;:(iii)creation and appointment
of committees; aad-(iv)indemnification of directors: and(v) the Political Reform Act: and(vi)
' the Brown Act.
A meeting at which a quorum is initially present may not continue to transact business
and may only adioum the meeting to a subseouent date and time et:.i+WA°_d'_.. a"' "-°.:a,
�R
2.11 WAIVEROFNOTICE
' Notice of a meeting need not be given to any director who signs a waiver of notice or a
consent to holding the meeting°-an appfeNal of the minutes thereof-,whetL...L_.'_._Of a fief the
meeting,or who attends the meeting without protesting the lack of notice to such director prior to
tthe meeting or at its commencement. All such waivers, consents, and approvals shall be filed
asaour.ssss.r 6
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with the corporate records or made apart of the minutes of the meeting, p -k°- .
'°
-°t °--ea
Rai ..,,..'f. the p __.._e of.._. _......I.. efspeeial meeting of he 118.._J
2.12 ADJOURNMENT
' A majority of the directors present,whether or not a quorum is present,may adjourn any
meeting to another time and place,and in the event no directors are then present,the Secretary of
the Comoration or a duly authorized representative may adioum the meeting from time to time
until a quorum is present in conformity with the Brown Act.
t2.13 NOTICE OF ADJOURNED REGULAR MEETBJG
If a regular meeting is adjourned f.v _ fe then •�eru four ""` hours, notice of any
t adjournment to another time and place shall be given as soon as practicable after the
adiournment has been determined;_.:e-4e he of he vaoe to the directors
who were not present at the time of the adjournment.
' 2.14 NO ACTION BY WRITTEN CONSENT:TT40b,--A-ME9T4NG
NoAny action required or permitted to be taken by the Board may be taken without the
conduct of an officially noticed and duly conduced meeting of the Board. 'f
,, membe_. •l°f lb
' 08.._A iAdi id .. ...1.. .. a %TNfig .d. .. C ..6
' 2.15 1 RESERVED 1
DifeeteFs and members of committees ma3 reeei, e eompensation for their sen ices and
Seetion 2.15 shall net be construed to pfeelude an� di�etor 4om sening the Corporation in an),
$eF'y16eY a agent, p
• — Formatted:IM M:Frn Ilre: O.F
ARTICLE III
COMMITTEES
' 3.1 COMMITTEES OF DIRECTORS
The Board may, by resolution adopted by a majority of the authorized number of
directors, designate one or more committees, each consisting of two (2) or more directors, to
serve at the pleasure of the Board. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent member at any meeting of the
' 4841-02519556.1 7
committee. The appointment of members or alternate members of a committee requires the vote
1 of a majority of the authorized number of directors. Any such committee shall have authority to
act in the manner and to the extent provided in the resolution of the Board and may have all of
the authority of the Board,except with respect to:
' (a) The filing of vacancies on the Board or in any committee.
(b) The fixing of compensation of the directors for serving on the Board or on
any committee.
t (c) The amendment or repeal of these Bylaws or the adoption of new Bylaws.
(d) The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable.
(e) The expending of corporate funds to support a nominee for director after
more people have been nominated for director than can be elected;
' (f) The creation of any other committees of the Board or the appointment of
members thereof.
t (g) The approval of any contract or transaction to which the Corporation is a
party and in which one or more of its directors has a material financial interest,except as
special approval is provided for in Section 5233(dx3) of the California Corporations
' Code.
3.2 MEETINGS AND ACTION OF COMMITTEES
t Meetings and actions of committees shall be governed by, and held and taken in
accordance with, the provisions of the Brown Act and Article 11 of these Bylaws, Section 2.7
(place of meetings), Section 2.8 (regular meetings), Section 2.9 (special meetings and notice),
Section 2.10(quorum),Section 2.11 (waiver of notice),Section 2.12(adjournment),Section 2.13
t (notice of adjourned meetings), and Section 2.14 (no action without a
meeting), with such changes in the context of those Bylaws as are necessary to substitute the
committee and its members for the Board and its members; provided, however,that the time of
regular meetings of committees may be determined either by resolution of the Board or by
' resolution of the committee, that special meetings of committees may also be called by
resolution of the Board,and that notice of special meetings of committees shall also be given to
all alternate members, who shall have the right to attend all meetings of the committee. The
Board may adopt rules for the government of any committee not inconsistent with the provisions
of these Bylaws.
' 4847-02549556.1 8
n
ARTICLE IV
OFFICERS
4.1 OFFICERS
' The officers of the Corporation shall be a President, Vice-President.Secretary and Chief
r...._.", *—o`.r.-,.....Treasurer. Th@ C.... the discretion Of the o ...a ..
Any number of offices may be held by the same
person except that neither the Secretary nor the Ghie4 °tom^"-°-Treasurer may serve
concurrently as ether President of Chairman oft he°--•40-ard
' 4.2 ELECTION OR APPOINTMENT OF OFFICERS
The officers of the Corporation, except such officers m may be appointed in accordance
with the provisions of Section 4.3 or Section 4.5 of these Bylaws,shall be chosen by the Board
and shall serve at the pleasure of the Board,subject to the rights,if any,of an officer under any
contract of employment.
4.3 SUBORDINATE OFFICERS
The Board may appoint,or may empower the Chairman of the Board or the President to
' appoint,such other officers as the business of the Corporation may require,each of whom shall
hold office for such period,have such authority,and perform such duties as are provided in these
Bylaws or as the Board may from time to time determine.
' 4.4 REMOVAL AND RESIGNATION OF OFFICERS
I , All officers
serve at the pleasure of the Board and any officer may be removed,either with or without cause,
by the Board at any regular or special meeting of the Board or, except in the case of an officer
chosen by the Board,by any officer upon whom such power of removal may be conferred by the
Board.
' Any officer may resign at any time by giving written notice to the Corporation. Any
resignation shall take effect at the date of the receipt of that notice or at any later time specified
in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. Any resignation is without prejudice to the rights,if
any,of the Corporation under any contract to which the officer is a party.
4.5 VACANCIES IN OFFICES
' 4W-M51-95561 9
1
W.
n
W
A vacancy in any office because of death, resignation, removal, disqualification or any
' other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to
that office.
4.6 1RESERVED ICHA lor.eee OF TI lE BOARD
shall,
meetings
f the 0.and and a ....d pert...... s ..
eh thee pe and duties.. . fFem!time
,.. Nome be ....SIgfi,.d L.. the BOaFd OF as f.... be ffeS ffib d b thESe O 1.. if tli ffe is fle,
C-OFPOFa4isH and sbalI ha, peyArand duties pfe Fibed iirlrz.. mon 4 7 afth.w Bylaws
4.7 PRESIDENT
The President shall be the Chief Executive
Officer of the Corporation and shall, subject to the control of the Board, have general
supervision, direction, and control of the business and the officers of the Corporation. The
President shall preside, in . at all
meetings of the Board. The President shall have the general powers and duties of management
usually vested in the office of President of a corporation,and shall have such other powers and
duties as may be prescribed by the Board or these Bylaws.
4.8 VICE PRESIDENT
t In the absence or disability of the President,the Vice President, if any,shall perform all
the duties of the President and when so acting shall have all the powers of, and be subject to all
the restrictions upon, the President. The Vice Presidents shall have such other powers and
perform such other duties as from time to time may be prescribed for them respectively by the
Board,these Bylaws,the President or the Chairman of the Board.
4.9 SECRETARY
' The Secretary,or Assistant Secretary if such officer is so appointed,shall keep or cause
to be kept,at the Principal Office of the Corporation or such other place as the Board may direct,
a book of minutes of all meetings and actions of directors and committees of directors. The
minutes shall show the time and place of each meeting, whether regular or special (and, if
special,how authorized and the notice given),the names of those present at directors' meetings
or committee meetings,and the proceedings thereof.
' The Secretary or Assistant Secretary shall give, or cause to be given, notice of all
meetings of the Board required to be given by law or by these Bylaws. The Secretary or
Assistant Secretary shall keep the seal of the Corporation,if one be adopted,in safe custody and
shall have such other powers and perform such other duties as may be prescribed by the Board or
by these Bylaws.
4474)351A556.1 10
■
' 410 '°'C- TREASURER
The G4ie °'- -'° ^`°--Treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities, receipts,
disbursements,gains,losses,capital and retained earnings. The Treasurer^''^f°'- °'°'^'T°°-
shall send or cause to be given to the directors such financial statements and reports as are
required to be given by law,by these Bylaws,or by the Board. The books of account shall at all
reasonable times be open to inspection by any director.
The Treasurer^'' f-°'° -o.,,°'° ^rte---shall deposit all money and other valuables in the
time and to the credit of the Corporation with such depositaries as may be designated by the
Board. The Treasurer^k'°P ,,. -o,.,°'^'c-°-shall disburse the funds of the Corporation as may
be ordered by the Board,shall render to the President and directors,whenever they request it an
account of all of his or her transactions as"'-'°f -'°' °-Treasurer and of the financial
condition of the Corporation,and shall have such other powers and perform such other duties as
may be prescribed by the Board or these Bylaws.
4.11 DEPOSIT AND DISBURSEMENT
The TreasurerGhief°'°.,,a;F�-e.,.�°°' ^r''°°- shall deposit, or cause to be deposited,all money
' and other valuables in the name and to the credit of the Corporation with such depositories as the
Board may designate,shall disburse the Corporation's funds as the Board may order,shall render
to the President and directors, when requested, an account of all transactions as Treasurer6kie€
o^"'--- and of the financial condition of the Corporation, and shall have such other
powers and perform such other duties as the Board or the Bylaws may prescribe.
4.12 BOND
' If required by the Board, the Treasurer"`'°f Finaneial^"'---shall give the Corporation
a bond in the amount and with the surety or sureties specified by the Board for faithful
performance of the duties of the office and for restoration to the Corporation of all of its books,
' papers,vouchers,money,and other property of every kind in the possession or under the control
of the TreasurerChiet°i^ nG;91 ^f''^e-on his or her death, resignation, retirement or removal
from office.
' ARTICLE V
INDEMNIFICATION OF DIRECTORS,OFFICERS.EMPLOYEES
' AND OTHER AGENTS
5.1 INDEMNIFICATION
' To the fullest extent permitted by law, this Corporation shall indemnify its directors,
officers, employees and other persons described in Section 5238(a) of the California
4sa-u251-95561 11
1
Corporations Code, including persons formerly occupying any such positions, against all
expenses,judgments, fines, settlements and other amounts actually and reasonably incurred by
them in connection with any"proceeding,"as that term is used in that section of the California
Corporations Code and including an action by or in the right of the Corporation,by reason of the
fact that such person is or was a person described by that Section. "Expenses," w used in this
Bylaw,shall have the same meaning as in Section 5238(a)of the California Corporations Code.
5.2 APPROVAL OF INDEMNITY
' On written request to the Board by any person seeking indemnification, the Board shall
promptly determine under Section 5238(e) of the California Corporations Code whether the
standard of conduct set forth in Sections 5238(b)and(c)have been met and,if it has,the Board
shall authorize indemnification.
' 5.3 PAYMENT OF EXPENSES IN ADVANCE
To the fullest extent permitted by law and except as otherwise determined by the Board,
expenses and attorneys' fees incurred by any persons described in Section 5.1 in defending any
civil or criminal action or proceeding for which indemnification is required pursuant to
Section 5.1,or if otherwise authorized by the Board,shall be paid by the Corporation in advance
t of the final disposition of such action or proceeding upon receipt of an undertaking by or on
behalf of the indemnified party to repay such amount if it shall ultimately be determined that the
indemnified party is not entitled to be indemnified for those expenses.
5.4 INSURANCE INDEMNIFICATION
The Corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer,employee or agent of the Corporation against any
t liability asserted against or incurred by such person in such capacity or arising out of that
person's status as such.
5.5 AMENDMENT,REPEAL OR MODIFICATION
Any amendment, repeal or modification of any provision of this Article V shall not
adversely affect any right or protection of a director or agent of the Corporation existing at the
time of such amendment,repeal or modification.
ARTICLE VI
' RECORDS AND REPORTS
6.1 RECORDS,INSPECTION BY DIRECTORS
L... The Corporation shall keep adequate and correct books of records of account and written
minutes of the proceedings of its Board and committees of the Board. Every director shall have
the absolute right at any reasonable time to inspect and copy all books,records,and documents
4847-0251-9556.1 12
it
' of every kind and to inspect the physical properties of the Corporation. Such inspection by a
director may be made in person or by an agent or attorney and the right of inspection includes the
right to copy and make extracts.
62 ANNUAL oI:, ,-oTAUDIT
' The Board shall fumish to the directors and make available for public inspection and
distribution not later than one hundred twenty (120) days after the close of the Corporation's
fiscal year an annual repetaudiu conducted by an indecendent firm of wrtitied public
accountants. The repettaudit shall contain the following information, in appropriate detail, for
the fiscal year:
(a) The assets and liabilities, including tmst funds, of the Corporation as of
' the end of the fiscal year.
(b) The principal changes in assets and liabilities,including trust funds,during
the fiscal year.
' (c) The revenue and receipts of the Corporation, both unrestricted and
restricted to particular purposes,for the fiscal year.
(d) The expenses and disbursements of the Corporation,for both general and
restricted purposes,during the fiscal year.
(e) (e�--Any information required by Section 6.3 of these Bylaws. : _ FamuKm:Buller and numberi:q
Farmetlr�:IntlpK:
(e)Anv other information re wired h enerall - acce ted accountinp principles- - Formeteed:Indent:Lea: o.5•,First line:
and eovernmental accounting requirements. us-, rvo bullets or numbering
The annual repptiaudit shall be accompanied by any report on it of independent certified
public accountants or making recommendations and reviews of manaeement and other
procedures of the Corporation- if•heFe is no such --°°Ft, h° the eenifiEaue of an guthefimd
Affi--F 4 4h- CGFP8Fa6OA that Well statements weve prep 0 wQhO-9 audil. 4..-4he
c 8i;atisn's b8sks ..-A !-00O MS. This V-eq..6........ . ..0 an a ual -,rsit shall net apply if tl.e
,h@ f...a. @aFj .. n....ij@d 1. that ,6e :..fegtig.i s eified above ..for ;sien on as
H'Fit1Hp
6.3 ANNUAL STATEMENT
As part of the annual auditfepert to be furnished to the directors and to the public
pursuant to Section 6.2 of these Bylaws, the Board shall furnish to the directors an annual
statement of any transaction or indemnification of the following kinds:
ae 74c5l-95561 13
1
(a) Any transaction(i)in which the Corporation, its parent, or its subsidiary
' was a party,(ii)in which an"interested person"had a direct or indirect material interest,
and (iii) which involved more than Fifty Thousand Dollars($50,000), or was one of a
number of transactions with the same interested person involving,in the aggregate,more
than Fifty Thousand Dollars($50,000). For the purposes of this section, an "interested
I ' person"is any director a officer of the Corporation or its parent or subsidiary;however,
a mere common directorship shall not be considered a material financial interest.
(b) Any indemnifications or advances aggregating more than Ten Thousand
' Dollars($10,000)paid during the fiscal year to any officer or director of the Corporation
pursuant to Article V of these Bylaws unless such indemnification was previously
approved by the directors under Section 5238(exl)of the California Corporations Code.
' 6.4 REPORTS TO SECRETARY OF STATE
The Board shall cause to be filed with the Secretary of State an annual statement
containing the following information:
(a) The names and addresses of its President,Secretary and TreasurerChief
r-._.._,. Iifi.._i�m,.._..
' (b) The street address of its Principal Office.
(c) A designation of an agent for service of process.
' The statement shall be filed on the form prescribed by the Secretary of State.
ARTICLE VII
' GENERAL MATTERS
7.1 CHECKS:DRAFTS:EVIDENCES OF INDEBTEDNESS
' From time to time,the Board shall determine by resolution which person or persons may
sign or endorse all checks,drafts,other orders for payment of money,notes or other evidences of
indebtedness that are issued in the name of,or payable to,the Corporation,and only the persons
' so authorized shall sign or endorse those instruments.
7.2 CORPORATE CONTRACTS AND INSTRUMENTS:HOW EXECUTED
The Board, except as otherwise provided in these Bylaws, may authorize any officer or
officers, or agent or agents,to enter into any contract or execute any instrument in the time of
and on behalf of the Corporation; such authority may be general or confined to specific
instances. Unless so authorized or ratified by the Board or within the agency power of an
g i officer,no officer,agent or employee shall have any po.+er or authority to bind the Corporation
A
asarosst-sssc.t ]q
w
t
by any contract or engagement or to pledge its credit or to render it liable for any purpose or for
any amount.
7.3 CONSTRUCTION:DEFINITIONS
1 Unless the context requires otherwise, the general provisions, rules of construction and
definitions in the California Nonprofit Public Benefit Corporation Law shall govern the
construction of these Bylaws. Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular, and the term "person"
' includes both a corporation and a natural person.
ARTICLE Vill
' AMENDMENTS
8.1 AMENDMENT BY DIRECTORS
Subject to compliance with the provisions of Sections 2.4 and 2.8 Tthe Board may adopt,
amend or repeal these Bylaws except that the Board may not extend the term of a director
beyond that for which the director was designated.
8.2 RECORD OF AMENDMENTS
Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of
' minutes with the original Bylaws. If any Bylaw is repealed,the fact of repeal,with the date of
the meeting at which the repeal was enacted or written consent was filed, shall be stated in said
book.
ARTICLE IX
INTERPRETATION
9.1 AMENDMENTS TO LAW
Reference in these Bylaws to any provision of the California Corporations Code,
specifically the Nonprofit Public Benefit Corporation Law, shall be deemed to include all
amendments thereof.
tr
' 4s47m51-9556.1 15
1
CERTIFICATE OF ADOPTION OF BYLAWS
' OF THE
SUSTAINABLE COMMUNITIES REINVESTMENT PARTNERSHIP,INC.
1
I,the undersigned,do hereby certify:
t 1. That I am the duly elected and President of the SUSTAINABLE
COMMUNITIES REINVESTMENT PARTNERSHIP, INC., a California nonprofit public
benefit corporation.
' 2. That the foregoing Bylaws constitute the Bylaws of said corporation as
adef4Amended by the Board of Directors of said corporation on Septexiber-4January 20,201109.
IN WITNESS WHEREOF, I have hereunto subscribed my time this 420th day of
' Septei b January,201109.
President
1
1
' 4840-0251-9556.1 16
ALTERNATIVE METHOD FOR
SELECTION OF DIRECTORS TO
� NON-PROFIT BOARD
2.3 NUMBER OF DIRECTORS :
t The authorized number of directors of the Corporation shall be seven (7). Four (4) '
directors shall be residents of the City of San Bernardino geleeted elected in the manner set forth
in Section 2.5faal and dirge (3) directors shall be embers of the
Community Development Commission of the City of San Bernardino,or any successor board or
' agency, elected in the manner set forth in Section 2.5 initial
No reduction of the authorized number of directors shall have the effect of removing any
' director before that director's term of office expires.
2.4 CONFLICTS OF INTEREST;OTHER APPLICABLE CALIFORNIA LAWS
The disclosure by directors of all conflicts of interest shall be consistent with those requirements
applicable to municipal corporations pursuant to California law. All provisions of California law
with respect to municipal corporations and the conduct of business and the activities of elected
and appointed officials serving on the governing bodies of governmental agencies shall be
applicable to the Corporation and the Board,including,but not limited to,the Ralph M.Brown
1 Act of the State of California (the`Brown Act")(Government Code Section 54950,et seq.),the
Public Records Act (Government Code Section . et seq.), the Political Reform Act
(Government Code Section 87000, et seq.), the conflict of interest provisions of Government
Code Section 1090, et seq., the prevailing wage requirements for public works projects(Labor
Code Section 1770,et seq.).
2.5 ELECTION AND TERM OF OFFICE OF DIRECTORS
a. Directors Elected by the Citizen Advisory Board. The Citizen Advisory Board.as. — Formatted:Intent Rot the: 0.s^,outline
set forth in Section 2.15,shall elect four(4)persons to serve as directors. Said directors shall be numbered+level;4+Numba"Style:a,b,
4...+Start at 1+Aignment Left+Aligned
residents of the City of San Bernardino,but shall not be members of the Citizen Advisory Board. at m+mdeatat 0^
In electing said directors. the Citizen Advisory Board shall establish a process that solicits
applications from residents and gives anpropriate consideration to a candidate's Qualifications.
experience and/or expertise in areas or fields related to economic development Said directors
shall hold office until the expiration of the term for which elected and until a successor has been
' elected and qualified,except in the case of the death.resignation,or removal of such a director .—
Fgrmat<ed:Indent Left 0.5"
b. Directors Elected by the Communitv Development Commission. The Community.— Po Uaxl:mdmt First Ine: 0.511,Qudioe
Development Commission of the City of San Bernardino.or any successor board or agency.shall numbered+Lever:4+Numtedng style:a,b,
nt ,Aligned -
' elect three (3) of its members to serve as directors. Said directors shall hold office until the g...+staaatl+Align
at 0^+tntlent at o•
expiration of the term for which elected and until a successor has been elected and qualified.
except in the case of the death.resignation.or removal of such a director.
Ftaeh ai. eter, :_d ..ding _ a:___t„_ _ _et_a by the o___a to fn _ _hall held, _ Fopnatled
' °e gee until the expi rsnon °of--tn t__f f<_..L'_L _I__t_d and until _ sueeesseFh.as been elected
4847-0251-9556.1 4
1
Y
r
2.15 E REOFRVFDD4flTIZEN ADVISORY BOARD
— There shall be a nine(9) member board of advisors("Citizen Advisory Board")
who shall meet at least annually to review and provide advice to the Board reeardine the
Corporation. and to elect directors to the Board as set forth in Section 2.5(a). Members of the
Citizen Advisory Board shall be residents of the City of San Bernardino. The initial members of
' the Citizen Advisory Board shall be selected by Mayor and Common Council of the City of San
Bernardino,two(2)bL the Mavor and one(I)by each member of the Common Council. At the
first meeting of the Citizen Advisory Board a lottery shall be held to designate an initial one-
i ' year term for five (5) members and an initial two-year term for four (4) members. After the
expiration of initial terms or upon a vacancv, all new members shall be elected by the Citizen
Advisory Board for a terni of(2) rears. and each member of the Citizen Advisory Board shall
hold office until the expiration of the term for which elected and until a successor has been
' elected and qualified. except in the case of the death, resienation, or removal of such member.
All requirements of Section 2.4 shall be applicable to activities of the Citizen Advisory Board
and its members.
' ARTICLE III
COMMITTEES
' 3.1 COMMITTEES OF DIRECTORS
The Board may, by resolution adopted by a majority of the authorized number of
directors, designate one or more committees, each consisting of two (2) or more directors, to
serve at the pleasure of the Board. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent member many meeting of the
committee. The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. Any such committee shall have authority to
act in the manner and to the extent provided in the resolution of the Board and may have all of
the authority of the Board,except with respect to:
(a) The filing of vacancies on the Board or in any committee.
(b) The fixing of compensation of the directors for serving on the Board or on
any committee.
(c) The amendment or repeal of these Bylaws or the adoption of new Bylaws.
' (d) The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable.
(e) The expending of corporate funds to support a nominee for director after
tmore people have been nominated for director than can be elected;
' 4847-0351-9555.1 7
ti
' GRUENASSOCIATES KI SUH KRAAL AENOMHOOFKIA
Ak HI IN 1 16 P p ILII i 1 < MIOHAELAENDMD LEE AIR
� LARRY SCHLOSSBERG.AIALEEp AP
' DEBRAGEROD,AIA,IEEDAP
Monday, January 24, 2011 ASHOK VANMALLAIA
Mr. Warner Hodgdon, Project Director
320 North E Street, Suite 102
San Bernardino, California 92401
tDear Mr. Hodgdon:
t Re: Professional Services Agreement With P3 (Arrowhead Public Private Partnership) for Reality
Check and Comprehensive Understanding; Fast Track -Design Build • Funding:
A. Theater Square Block • Regal 14 Screens and Front Restaurants/Commercial
California Theater East Seismic Buttress Building for Restaurants/Commercial Use and
Related Public Parking Areas
B. Illustrative/Presentation Panels San Bernardino Central City Area • County
Government Center•Arrowhead Plaza • Overall County Green Campus Areas
C. Relationship of Two Omnitrans Bus Transfer Areas,along both 4`" and "E"Streets and
' Interim Relocation Thereof; Penney TBA(shelved RDA)or Ward TBA(alternate)
' D. Retrofit Theater Square, Retrofit Central City Mall/Three-Level Parking Structure,
Retrofit City Hall/Five-Level Parking Structure, Retrofit/Re-Open City Convention
Center and Related Hotel
As a follow-up to recent work sessions, Gruen Associates is pleased to submit this Professional Services
letter for the preparation of ten (10) illustrative/presentation panels related to the RDA Theater Square
' Block project, Illustrative Site Plan and Rendering (see attached)as found within your memorandum you
presented to the Mayor/Council • Community Development Commission on Monday,January 10, 2011.
' It is our understanding that your intent is to use this material for clarification to various public officials
and citizens regarding the Theater Square project located within the block bounded by 4'" and 5"
Streets, and "E" and "F" Streets north of Central City Mall, proposed to accommodate, but not limited
to, the Regal Theaters' 14-screen cinema fronted on the south by several new restaurants, The
_. California Theater upgrades, (including its required new east seismic buildings therefor) relationships to
various identified required public parking areas, and relocation of two existing Omnitrans bus transfer
stations from "E" Street and 4t" Street. Toward that end, ten 11 x 17 presentation plans and ten 30 x
6330 San Vicente Boulevard,Suite 200,Los Angeles,CA 90048-5441 •T 323 937-4270•F 323 937-6001 •www.gruenassociates.conn
Mr.Warner Hodgdon
' Monday,January 24, 2011
Page 2 G R U E NASSOC IATES
.�NNiNG 111mEta0H9
40± foam core panels thereof are to be prepared and overlaid based on Google Aerial Maps and P3
presentation material:
' • One: Encompassing the area generally bounded by 2""Street, 5"Street, "D" Street and the 215
Freeway.
' • Two: Encompassing the area generally bounded by Rialto Avenue, 9t' Street, Waterman
' Avenue, and Mt.Vernon Avenue.
Three: Conceptual plan diagrams, overlaid on Google Maps setting forth concepts for the
development and improvement of the Theater Square block, as well as utilization of Penney
and/or Wards TBAs at Central City Mall for the interim Omnitrans bus transfer area (ultimate
location planned at "E" Street and Rialto Avenue for the Omnitrans/Metrolink SBX San
' Bernardino Intermodal Transit Station)
' • Four: Existing conditions photographs setting forth bus stop conditions and options related to
potential relocation
' • Five: Central City Mall—Impacts
Existing public revenues generated at Central City Mall and surrounding businesses
' • Six: 1975 Economic/County Government Center and Financial District"City on the Move"
' • Seven: The Redevelopment Agency marketing strategy for the Theater Square / California
Theater area
' • Eight: Photographs and illustrative material depicting concepts proposed for the renovation of
the California Theater.
' • Nine: Illustrative Material Depicting Improvements to the Historic 1927 Andreson Building and
City Hall/Convention Center Retrofit.
• Ten: Andreson Building P3 Offices
T It is proposed that these diagrams be prepared based on our plans developed from draft pages 16, 18,
20, 21, 22 and 28 dated February 2010 as currently prepared for the P3 Warner Hodgdon
documentation, a portion of which was presented and submitted for the public record at the Mayor/
Council •Community Development Commission Monday,January 10,2011 public meeting.
1
' Mr.Warner Hodgdon
Monday,January 24,2011
' Page GRUENASSOCIATES
ARCwTECi RE PLANNING INTERIORS
SCOPE OF EFFORT
' More specifically, the aerials shown on pages 21 and 28 of the P3 documentation are to be revised to
place them on 11 x 17 pages for table-top presentations, as well as larger 30 x 40± panels for public
meetings with the MC-CDC officials and citizens. The revisions are to be as follows:
1 • P3 Page 21: Enlarge aerial to 11 x 17 and remove small photos
• Provide new title block
' • Enlarge type for call-outs
• Strip in "Theater Square' Plan
• Add call-outs:
Central City Mall
-- Three-Level Mall Parking Structure at 4"and "E" Streets
' -- Five-Level City Hall, Performing Arts,Convention Center Parking Structure
City Hall • Convention Center and Hotel
' -- State Building-4`"and "E"Streets
State Building Parking Structure—4`"and "E"Streets
-- Andresen Building and Parking Structure Bridge
California Theater and east side new building for seismic requirements
ID Penney TBA (interim bus transfer area to replace the two existing transfer areas at
"E" Street and Court Street and on 4`"Street across from Theater Square)
' -- ID Wards TBA(alternative consideration for west bus transfer area at 4'h and "H"Streets
area
ID Stater Bros. Market Shopping Center-4'h Street between"F"and "G"Streets
Others
' • P3 Page 28: Enlarge aerial image to 11 x 17 and remove small photos
• Provide new title block
• Make revisions as per P3 page 21 above
' Provide call-outs as per P3 page 21, etc
• Provide new captions as may be required
• Conceptual Plan Diagrams:
Prepare conceptual plan diagram overlaid on Google Map information
' Illustrate conceptual bus transfer area circulation for Penney TBA
Illustrate conceptual bus transfer area circulation for Wards TBA
' Illustrate conceptual plan layout for Theater Square
- Showing Regal Theater 14-screen concept
t - New restaurants/commercial
Mr.Warner Hodgdon
Monday,January 24,2011
Page GRUENASSOCIATES
ARCHITECTURE PLANNING INTEDORS
' -- Access to parking areas
Access to Central City Mall
-- New elevator and stair towers for existing Central City Mall 1,100-car parking structure
• California Theater Illustrative Material, P3 Page 20:
_= Existing conditions photos for California Theater site
Existing conditions related to the Civic Center,City Hall, Convention Center/Hotel
' • Bus Stop Existing Transfer Areas Conditions Photos:
-- Existing conditions on 4'"Street
' -- Existing conditions on "E' Street
• City Hall, Convention Center, Hotel Existing Conditions Retrofit Photos,P3 Page 16:
' • Andreson Building/P3 Improvements, P3 Page 18:
• Existing City• RDA Public Revenue Generators
-- Listed by area in and adjacent to Central City Mall
• RDA Marketing Strategy for Theater Square
-- Illustrating the scope of performances and RDA illustrative concepts for Theater Square
• 1975 Economic/County Government Center and Financial District "City of the Move" P3 Page
22:
.. FEE PROPOSAL
It is proposed that the effort outlined above be provided on an hourly basis not to exceed a fee of
Twelve Thousand Two Hundred Dollars ($12,200.00) with expenses for reproduction being
reimbursable.
' The Professional Services fee breakdown is as follows:
• Coordination
III ' Meeting to refine scope and gather input 8 hours $ 2,400.00
Graphic Design and Coordination with Staff 12 hours $ 3,600.00
• Graphics Design
' Staff First Draft 16 hours $ 1,600.00
Staff Second Draft 30 hours $ 1,000.00
Staff Third Draft;Finalize 30 hours $ 1,000.00
' Total S 9,600.00
1
' Mr.Warner Hodgdon
Monday,January 24, 2011
' Page GRUENASSOCIATES
ARCHITECTURE PLANNING IN1ERROH9
' Reproduction Costs/Estimate
Twenty(20)copies 11 x 17 color $ 500.00
Ten(30)panels 11 x 17 color(mounted) $ 500.00
Ten(10)panels 30 x 40±color(mounted) $ 1.600.00
Total QO,Q
' Total Professional services/ Reproduction Costs 244.44
' Following your review of our proposal and upon your return of a signed copy of this letter representing
our authorization to proceed,we are prepared to start the effort within one week.
Respectfully submitted,
' GRUEN ASSOCIATES
Ku ranzen,AIA
' Director,Special Projects
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' The foregoing is hereby accepted:
By
Title
' Date
t
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