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HomeMy WebLinkAboutR03- Economic Development Agency part 2 ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM: Emil A.Marzullo SUBJECT: Budget Adoption Fiscal Year 2011-2012 Interim Executive Director DATE: June 14,2011 ----------------—---------------——--------------------—--------------------------- -—-—-----—--—-----------------—---------—---- Synopsis of Previous Commission/Council/Committee Action(s): None. -------------------- Recommended Motion(s): Mayor and Common Council A: Resolution of the Mayor and Common Council of the City of San Bernardino, California, authorizing the funding of various City of San Bernardino fiscal year 2011-2012 public improvement expenditures and making findings and determinations pursuant to Health & Safety Code Sections 33445 and 33445.1 as to the benefit to the various redevelopment project areas for undertaking public improvements in connection with these various City expenditures B: Resolution of the Mayor and Common Council of the City of San Bernardino, California approving the execution and delivery of an Agency-City 2011-2012 Loan Agreement and 2011-2012 Note of the City of San Bernardino ("City") payable to the Redevelopment Agency of the City of San Bernardino ("Agency") in the principal amount equal to $1,356,250 for the repayment of the $1,332,925 principal amount of the 2010-2011 Note payable from the City to the Agency C: Resolution of the Mayor and Common Council of the City of San Bernardino, California approving a Master Services Agreement for fiscal year 2011-2012 by and between the Redevelopment Agency of the City of San Bernardino ("Agency") and the City of San Bernardino ("City") and authorizing the Agency's payment to the City for the performance of certain functions by City Departments for the benefit of the Agency Recommended Motions Continued to Next Page..... —------------- —----------------------------------------------------------------—---—------------—-------------------—------------------------- Contact Person(s): Emil A.Marzullo Phone: (909)663-1044 Project Area(s): All Ward(s): All Supporting Data Attached: 0 Staff Report 0 Resolution(s)Agreement(s)Contract(s) ❑ Map(s) ❑Letters FUNDING REQUIREMENTS: Amount: $ 133,749,436 - Source: All ""`'y Budget Authority: Re_QuestS4=1, Signature: Fiscal Review:— Emil A.Mhkzu o V Interim Executive Director Lori Pazino- �Les Director Interim Adm strative --—-------------------------------- —------------------------—----------------------------------------------------------—-------—--------- Commission/Council Notes: ---------------------------- —----------------------- PAAgendasTomm Dev CommissionTDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption FY 11-12 SR.docx COMMISSION MEETING AGENDA Meeting Date: 06/2312011 O 9 f, 2- 0// Agenda Item Number: �� o&—ZE47-z o i I i Economic Development Agency Staff Report Budget Adoption Fiscal Year 2011-2012 June 14, 2011 ----------------------------------------------------------------------------------------------------------------------------- Recommended Motions Continued: Community Development Commission D: Resolution of the Community Development Commission of the City of San Bernardino, California, approving the Economic Development Agency's budget for the fiscal year 2011-2012 with any such amendments, changes and modifications that may be specifically authorized by said Commission, except for those portions of certain budget lines which are related to the Central City Projects Redevelopment Area and the Uptown Redevelopment Project Area E: Resolution of the Community Development Commission of the City of San Bernardino, California approving the Economic Development Agency's budget for those portions of certain budget lines which are related to the Uptown Redevelopment Project Area for the fiscal year 2011-2012 with any such amendments, changes and modifications that may be specifically authorized by said Commission F: Resolution of the Community Development Commission of the City of San Bernardino, California approving the Economic Development Agency's budget for those portions of certain budget lines which are related to the Central City Projects Redevelopment Project Area for the fiscal year 2011- ' 2012 with any such amendments, changes and modifications that may be specifically authorized by said Commission G: Resolution of the Community Development Commission of the City of San Bernardino, California, authorizing the funding of various City of San Bernardino fiscal year 2011-2012 public improvement expenditures and making findings and determinations pursuant to Health & Safety Code Sections 33445 and 33445.1 as to the benefit to the various redevelopment project areas for the undertaking of various public improvements H: Resolution of the Community Development Commission of the City of San Bernardino, California, approving the Economic Development Agency's analysis and determination of the appropriateness of the planning and administration expenditures of the Low- and Moderate-Income Housing Fund 1 for the fiscal year 2011-2012 Agency Budget I: Resolution of the Community Development Commission of the City of San Bernardino, California, approving a Master Services Agreement for fiscal year 2011-2012 by and between the Redevelopment Agency of the City of San Bernardino ("Agency") and the City of San Bernardino ("City") and authorizing the Agency's payment to the City for the performance of certain functions by City Departments for the benefit of the Agency J: Resolution of the Community Development Commission of the City of San Bernardino, California, approving the execution and delivery of an Agency-City 2011-2012 Loan Agreement and 2011- 2012 Note of the City of San Bernardino ("City") payable to the Redevelopment Agency of the City of San Bernardino ("Agency") in the principal amount equal to $1,356,250 for the repayment of the $1,332,925 principal amount of the 2010-2011 Note from the City to the Agency ---------------------------------------------------------------------------------------------------------------------- -------- P:\Agendas\CommDevCommission\CDC2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption FY 11-12 SR.docx COMMISSION MEETING AGENDA Meeting Date: 06/23/2011 1 Agenda Item Number: 1 Economic Development Agency Staff Report Budget Adoption Fiscal Year 2011-2012 June 14, 2011 ----------------------------------------------------------------------------------------------------------------------------- OR Alternate D: Resolution of the Community Development Commission of the City of San Bernardino, California, authorizing the Economic Development Agency to continue expenditures, except for those portions of certain budget lines which are related to the Uptown and Central City Projects Redevelopment Project Areas, at the budgeted level for the 2010-2011 fiscal year, with allowance for those budgeted items having prior Commission approval, pending final approval of the 2011-2012 budget Alternate E: Resolution of the Community Development Commission of the City of San Bernardino, California, authorizing the Economic Development Agency to continue expenditures for those portions of certain budget lines, which are related to the Central City Projects and Uptown Redevelopment Project Areas, at the budgeted level for the 2010-2011 fiscal year, with allowance for those budgeted items having prior Commission approval, pending final approval of the 2011-2012 budget -------- ------------------------------------------------------ --------------------------------------------------- PAAgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption FY 11-12 SWAM COMMISSION MEETING AGENDA Meeting Date: 06/23/2011 Agenda Item Number: 1 ECONOMIC DEVELOPMENT AGENCY 3 STAFF REPORT t ----------- -------------------------------------------------------— - -- ---- 3 BUDGET ADOPTION FISCAL YEAR 2011-2012 BACKGROUND AND CURRENT ISSUE: The Economic Development Agency's ("Agency") proposed budget for the fiscal year 2011-2012 anticipates resources totaling $133.7 million. Of this total, $100.4 million are anticipated redevelopment project area tax increment funds, bond proceeds, EB-5 loan proceeds, reserves and revenue pass-through for projects; $5 million in rental income and sales which include revenues produced by the California Theatre and the Carousel Mall; $20.9 million are anticipated project area 20% set-aside (low-moderate housing funds); and $1.1 million are federal funding; and $11.3 million in HOME, Neighborhood Stabilization Program ("NSP"), and Homelessness Prevention and Rapid Re-housing Program ("HPRP") funds. For fiscal year 2011-2012 an estimated eighty-five percent (85%) or $114.2 million of the proposed budget encompasses required expenditures based upon previous actions of the City Council and/or Community Development Commission ("Commission"), which have anticipated, prioritized, obligated or committed Agency resources regarding bond payments, contracts, agreements, projects and programs. An estimated five percent (5%), or $6.5 million, of the proposed Agency budget encompasses expenditures that relate to Agency reimbursement or direct Agency payments for City services or City expenditures. Because the State of California won its challenge in regards to the taking of redevelopment funds for the Supplemental Educational Revenue Augmentation Fund ("SERAF") the Agency paid the State of California $2.5 million, which had been anticipated. The Agency has paid the State a total of$15 million which could have been used to directly benefit the citizens of the City. An estimated ten percent (10%) or $13 million of the Agency's proposed budget is discretionary and, therefore, available for Agency staffing, administration/operations, general consulting, legal and marketing. The $13 million discretionary budget amount referenced above includes $5.9 million for Agency staffing and direct administration/operations costs, and $7.1 million in Agency costs associated with legal, general consultant services, and marketing. The $5,987,473 million budgeted for Agency staffing and direct administration/operations costs represent an increase of$1,256,473 million from the current fiscal year due to increased costs of litigation and other legal fees, increased consultant reliance for studies and engineering and staffing benefits (health insurance and retirement). The Agency has been in the development and planning stage over the past five years. This fiscal year will begin the construction phase of the projects conceived during the previous planning years. Physical changes to the City will come to fruition over the next few years. In order to project construction costs for the next year, the Agency will be utilizing cash reserves in the amount of approximately $21,597,090 million for fiscal year 2011-2012. In planning for the upcoming fiscal year, the Agency is continually examining its bonding capacity. The Agency is able to demonstrate to San Bernardino County the debt in its entire redevelopment project areas in order to receive tax increment. Any proposed tax increment bond issues, proposed projects or programs will be brought forward to the Commission at a future date. -------------------------------------------- -- - -- - —------ ------------------------------ —--------------------— ---- - -- P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption FY 11-12 SR.do" COMMISSION MEETING AGENDA Meeting Date: 06/23/2011 Agenda Item Number: 1 t i i i Economic Development Agency Staff Report Agency FY2011-2012 Budget Page 2 In light of the City's budget deficit, the Agency's proposed fiscal year 2011-2012 budget contains approximately $6.5 million in budget items either providing funding for City services and/or expenditures, forgiving City rent for the 201 North "E" Street and the 1350 South `B" Street buildings, and the payment of certain services provided to the Agency by the City pursuant to the Master Services Agreement. Individual components of this approximate $6.5 million in City expenditures/revenue forgiveness are either directly funded by a specific redevelopment project area when the expenditure/revenue forgiveness is directly related to that redevelopment project area, or, when the City service or expenditure is general in nature, divided among the redevelopment project areas that have positive fund balances for the fiscal year or have fund balances from the previous fiscal year. Included in the City expenditures are the following City obligations funded equally by the Southeast Industrial Park, Tri City, Uptown and Northwest Redevelopment Projects: 1. COP payment Central Police Dept. building(CCN) $490,062 2. Library Lease Revenue Bond issue payment(CCN) $690,000 Total $1,180,062 As a separate consideration, the budget contains a recommendation for the approval and execution of a Note payable by the City to the Agency in the principal amount equal to $1,356,250 for the repayment of the $1,332,925 principal amount of the 2010-2011 Note from the City to the Agency. ENVIRONMENTAL IMPACT: None. FISCAL IMPACT: The fiscal impact of the Agency's proposed fiscal year 2011-2012 Budget will be $133,749,436 as outlined in the Staff Report. RECOMMENDATION: That the Mayor and Common Council and the Community Development Commission adopt the attached Resolutions. t? 1: Emil A. 1Vrarzull ,Inte im Executive Director - -- – – - ---- ------- ----- --------------- --- – —-- -------------------- –_ ____----- ---------- --- PAAgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption FY 11-12 SR.docx COMMISSION MEETING AGENDA Meeting Date: 06/23/2011 Agenda Item Number: CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY Supplemental Staff Report setting forth additional background and facts in support of the Mayor and Common Council and Community Development Commission benefit findings as required pursuant to Health & Safety Code Sections 33445 and 33445.1 Police Station: The Agency participated in the relocation of the Central Police Station as part of the land assembly required for the Caltrans Office Building and Parking Structure in Super Block area of Downtown San Bernardino. The former Police Station was located within the block fronting on 4th Street and was acquired by the Agency as part of the land assembly for the Caltrans facility. The Police Department relocated temporarily to remodeled office facilities on the former Norton Air Force Base pursuant to a short-term lease by the City with the Inland Valley Development Agency to assist the Agency in the relocation and site assembly efforts. The Agency also assisted in acquiring land and using lot line adjustments created the parcel upon which the current Central Police Station is now located on "D" Street. In addition, the Agency issued certain tax allocation bonds to provide funding for approximately one-half of the construction costs of the actual core and shell and other site improvements for the relocated Central Police station to the "D" Street location. For these above stated reasons, it is appropriate for the Mayor and Common Council and the Community Development Commission of the City of San Bernardino from time-to-time on an annual basis determine that additional Agency funds may be utilized in support of the construction financing of the Central Police Station pursuant to Health & Safety Code Section 33445 and 33445.1. Central Library: The Agency additionally assisted the City in the site assembly process for the Central Library in the current site on 5th Street and "E" Street. The Central Library Site is located in the Downtown Area within the Central City North Redevelopment Project Area. The new construction of the Central Library on the Agency site as partially assembled by the Agency added a significant new public facility in the Downtown Area when it was constructed and opened in the early 1980's. The City and the Agency participated in a competitive design selection process with several design teams to arrive at the most functional design and architecturally conceived theme for the new Central Library. The Agency also retained the residual properties from this land assembly for the parking lot most notably located at the northwest corner of 5th Street and `B" Street which is in use presently as public parking to serve the general public at both the Central Library and other businesses within the Downtown Area. ---------------------------------------------------------–—------—----------------------------------------------------------------------------------------------------------------------------- P:\Agendas\CommDevCommission\CDC2011\2011-12 Budget does\06-28-11 Supplemental SR for Benefit Resos.doc COMMISSION MEETING AGENDA Meeting Date: 06/28/2011 Agenda Item Number: R3 RESOLUTION NO. 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE FUNDING OF 3 VARIOUS CITY OF SAN BERNARDINO FISCAL YEAR 2011-2012 PUBLIC IMPROVEMENT EXPENDITURES AND MAKING FINDINGS AND 4 DETERMINATIONS PURSUANT TO HEALTH & SAFETY CODE 5 SECTIONS 33445 AND 33445.1 AS TO THE BENEFIT TO THE VARIOUS REDEVELOPMENT PROJECT AREAS FOR UNDERTAKING PUBLIC 6 IMPROVEMENTS IN CONNECTION WITH THESE VARIOUS CITY EXPENDITURES 7 8 WHEREAS, the City of San Bernardino, California (the "City"), is a municipal corporation 9 and a charter city duly created and existing pursuant to the Constitution and the laws of the State of 10 California; and 11 WHEREAS, the Community Development Commission of the City of San Bernardino (the 12 "Commission") on behalf of the Redevelopment Agency of the City of San Bernardino (the 13 "Agency"), is a redevelopment agency, a public body, corporate and politic of the State of 14 California, organized and existing pursuant to the Community Redevelopment Law (Part 1 of 15 Division 24 commencing with Section 33000) of the Health and Safety Code of the State of 16 California(the "Act"); and 17 WHEREAS, pursuant to Section 33445.1 of the Act, the Agency may, with the consent of 18 the Mayor and Common Council of the City (the "Council"), pay all or a part of the cost of 19 installation and construction of any building, facility, structure or other improvement which is 20 publicly owned outside the boundaries of and not contiguous to a redevelopment project area if the 21 Council determines: (1) that such buildings, facilities, structures or other improvements are of 22 primary benefit to the redevelopment project area or the immediate neighborhood in which the 23 project is located, regardless of whether such improvement is within another project area; (2)that no 24 other reasonable means of financing such buildings, facilities, structures or other improvements is 25 available to the community, and such determination by the Commission and the Council shall be 26 final and conclusive; (3) that the payment of funds for the cost of the facilities, structures or other 27 improvements will assist in the elimination of one (1) or more blighted conditions inside the project 28 area; (4) that the payment of funds for the cost of the buildings, facilities, structures or other C:\Documents and Settings\garcia_re\Local Settings\Temporary[ntemet Files\Content.Outlook\UPJKFFSL\06-23-11 EDA Budget Benefit FY I1-12 MCC Reso A 1 1cx I improvements is consistent with the implementation plan adopted pursuant to Health and Safety 2 Code Section 33490; and (5) that the installation of each building, facility, structure, or 3 improvement is provided for in the redevelopment plan; and 4 WHEREAS, pursuant to Section 33445 of the Act, the Agency may, with the consent of the 5 Council, pay all or a part of the cost of installation and construction of any building, facility, 6 structure or other improvement which is publicly owned within the boundaries or contiguous to a 7 redevelopment project area if the Council determines: (1) that the installation or construction of the 8 buildings, facilities, structures or other improvements is of benefit to the project area by helping to 9 eliminate blight within the project area; (2) that no other reasonable means of financing such 10 buildings, facilities, structures, or other improvements that are publicly owned, are available to the 11 community and such determination by the Commission and the Council shall be final and 12 conclusive; and (3) that the payment of funds for the cost of such facilities, structures or other 13 improvements will assist in the elimination of one (1) or more blighted conditions inside the project 014 area; and 15 WHEREAS, the Council and the Commission have previously approved and adopted 16 Redevelopment Plans (collectively hereinafter referred to as the "Redevelopment Plans") for various 17 redevelopment project areas within the City, which project areas include: Uptown Project Area, Tri- 18 City Project Area, State College Project Area, Central City North Project Area, Southeast Industrial 19 Park Project Area, Northwest Project Area, and Central City Merged Project Area; and 20 WHEREAS, it is in the interests of the present landowners within the Central City North 21 Redevelopment Plan (the "Project Area") and the residents, both within the Project Area and within 22 the City generally, that the Agency cause the funding of certain improvements consisting o£ (1) the 23 Agency payment of the COP debt service payment for the Central Police Department Building 24 ($490,000) within the Project Area pursuant to Section 33445 of the Act for the Uptown Project 25 Area and pursuant to Section 33445.1 of the Act for the Tri-City Project Area, Southeast Park 26 Project Area and the Northwest Project Area; and (2) the Agency payment of the Central Library 027 Lease Revenue debt service payment ($690,000) for the Central Library located within the Project 28 2 CADocuments and Settings\gamia_re\Local Settings\Temporary Intemet Files\Content.Outlook\UPJKFFSL\06-23-11 EDA Budget Benefit FY 11-12 MCC Reso A.docX s 1 Area pursuant to Section 33445 of the Act for the Uptown Project Area and pursuant to Section 2 33445.1 of the Act for the Tri-City Project Area, Southeast Park Project Area and the Northwest 3 Project Area(collectively referred to herein as the "City Funded Improvements"); and 4 WHEREAS, the Central Police Department Building and the Central Library are centrally 5 located facilities servicing residents, workers and business owners within all of the City's 6 Redevelopment Project Areas and in particular the Tri-City Project Area, the Northwest Project 7 Area, the Uptown Project Area and the Southeast Industrial Park Project Area (collectively referred 8 to herein as the "Benefited Project Areas") by providing various City functions which are in support 9 of, and will have a positive economic and social impact on, various City, retail, business and 10 commercial functions; and 11 WHEREAS, each of the aforementioned Benefited Project Areas are in proximity or 12 contiguous to the Project Area, and the Project Area serves the commercial, retail, City services and 13 other community needs of each of the Benefited Project Areas as to those functions that cannot be 14 provided separately within each of the Benefited Project Areas; and 15 WHEREAS, the Project Area is suffering from stagnant property values and impaired 16 investments, and in order to promote the health, safety and welfare of the Project Area and the 17 entire City, it is important that the Agency fund the costs of the aforementioned City Funded 18 Improvements; and 19 WHEREAS, in connection with the funding of the City Funded Improvements, it is proposed 20 that the Agency shall utilize revenues attributable to the Benefited Project Areas equally; and 21 WHEREAS, it is appropriate at this time for the Mayor and Common Council to make 22 certain findings and determinations and take certain actions with respect to the Agency's funding of 23 the City Funded Improvements. 24 NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN 25 BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS: 26 Section 1. The Recitals hereinabove are true and correct and are incorporated herein by 27 this reference. 28 3 C\Documents and Settings\garcia_re\Local Settings\Temporary Intemet Files\Content.Outlook\UPJKFFSL\06-23-11 EDA Budget Benefit FY 11-12 MCC Reso A.docx I Section 2. The Mayor and Common Council hereby approve and consent to the payment 2 by the Agency of the City Funded Improvements in order to ensure the economic enhancements and 3 stability of the Benefited Project Areas and other neighborhoods within the City for the reasons set 4 forth in the Recitals hereinabove. The Mayor and Common Council also incorporate by reference 5 the findings set forth in the Recital and further find and determine that pursuant to Section 33445 of 6 the Act for the Uptown Project Area and pursuant to Section 33445.1 of the Act for the Tri-City 7 Project Area, Southeast Park Project Area and the Northwest Project Area no other reasonable 8 means of financing the City Funded Improvements is presently available to the Agency and the City 9 and the Agency requires the use of revenues generated from the Benefited Project Areas. The 10 Mayor and Common Council further find that pursuant to Section 33445 of the Act for the Uptown 11 Project Area and pursuant to Section 33445.1 of the Act for the Tri-City Project Area, Southeast 12 Park Project Area and the Northwest Project Area the funding of the City Funded Improvements 13 will enhance the viability in the Benefited Project Areas thereby eliminating existing blighted �. 14 conditions in the Benefited Project Areas, provide its residents, workers and businesses with 15 necessary City services, and retail, business, commercial and other community services from within 16 the Project Area. The Mayor and Common Council hereby consent to and approve the expenditures 17 by the Agency from those Benefited Project Areas in the dollar amounts set forth in the recitals to 18 undertake the City Funded Improvements. 19 Section 3. The City Clerk is hereby authorized and directed to cause this Resolution to 20 be transmitted to the Agency for consideration in connection with appropriate action by that body. 21 Section 4. The findings and determinations herein shall be final and conclusive. The 22 Resolution shall become effective immediately upon its adoption as provided in the Charter. 23 24 25 26 27 28 4 C\Documents and Settings\garcia_re\Local Settings\Temporary Intemet Files\Content.Outlook\UPJKFFSL\06-23-11 EDA Budget Benefit FY t 1-12 MCC Reso A.docx I ' i s I S RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY I OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE FUNDING OF 2 VARIOUS CITY OF SAN BERNARDINO FISCAL YEAR 2011-2012 PUBLIC IMPROVEMENT EXPENDITURES AND MAKING FINDINGS AND 3 DETERMINATIONS PURSUANT TO HEALTH & SAFETY CODE SECTIONS 33445 AND 33445.1 AS TO THE BENEFIT TO THE VARIOUS 4 REDEVELOPMENT PROJECT AREAS FOR UNDERTAKING PUBLIC 5 IMPROVEMENTS IN CONNECTION WITH THESE VARIOUS CITY EXPENDITURES 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 7 Common Council of the City of San Bernardino at a meeting thereof, 8 held on the day of , 2011, by the following vote to wit: 9 Council Members: Ayes Nays Abstain Absent 10 MARQUEZ 11 VACANT 12 BRINKER 13 SHORETT 14 KELLEY 15 JOHNSON 16 MC CAMMACK 17 18 Rachel G. Clark, City Clerk 19 20 The foregoing Resolution is hereby approved this day of , 2011. 21 22 Patrick J. Morris, Mayor 23 City of San Bernardino 24 Approved as to Form: 25 B 26 B y' ,r James F. Penman, City Attorney �. 27 � . 28 5 CADocuments and Settings\garcia_reTocal Settings\Temporary Intemet Files\Content.Outlook\UPJKFFSL\06-23-11 EDA Budget Benefit FY 11-12 MCC Reso A.docX RESOLUTION NO. 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA APPROVING THE EXECUTION 3 AND DELIVERY OF AN AGENCY-CITY 2011-2012 LOAN AGREEMENT 4 AND 2011-2012 NOTE OF THE CITY OF SAN BERNARDINO ("CITY") PAYABLE TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN 5 BERNARDINO ("AGENCY") IN THE PRINCIPAL AMOUNT EQUAL TO $1,356,250 FOR THE REPAYMENT OF THE $1,332,925 PRINCIPAL 6 AMOUNT OF THE 2010-2011 NOTE PAYABLE FROM THE CITY TO THE AGENCY 7 8 WHEREAS, the City of San Bernardino, California (the "City") is a municipal corporation 9 and a charter city duly created and existing pursuant to the Constitution and the laws of the State of 10 California; and 11 WHEREAS, the Community Development Commission of the City of San Bernardino (the 12 "Commission") acting on behalf of the Redevelopment Agency of the City of San Bernardino (the 13 "Agency"), is a redevelopment agency, a public body, corporate and politic of the State of 14 California, organized and existing pursuant to the Community Redevelopment Law (Part 1 of 15 Division 24 commencing with Section 33000) of the Health and Safety Code of the State of 16 California(the"Act"); and 17 WHEREAS, the City and the Agency previously entered into that certain loan agreement 18 designated as the "Loan Agreement" dated as of June 28, 2010 (the "Agency-City 2010 Loan 19 Agreement") and that certain Revenue Anticipation Note, dated as of June 28, 2010 (the "2010-2011 20 Note") in the original principal amount equal to $1,332,925 which pursuant to the terms of the 21 applicable loan agreement was required to be repaid by the City to the Agency, together with 22 interest at the rate of interest per annum as set forth in the Agency-City 2010 Loan Agreement, on or 23 before June 30, 2011; and 24 WHEREAS, due to the severe financial crisis that the City continues to experience and the 25 financial inability of the City to timely repay the principal of and interest on the Agency-City 2010 26 Loan Agreement, the City now desires to repay the principal balance of the 2010-2011 Note, 27 together with accrued and unpaid interest thereon, through the issuance and delivery of the 2011- 28 - 1) P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption-City Note MCC Reso B.docx �Z �u— \1 1 2012 Note in the manner as herein provided in this Resolution; and the current outstanding balance 2 of the Agency-City 2010 Loan Agreement, together with accrued and unpaid interest thereon, is 3 equal to $1,356,250 (the "2011-2012 Outstanding Balance"); and 4 WHEREAS, it is appropriate at this time for the Mayor and Common Council to approve 5 and authorize the execution and delivery of a Loan Agreement (the "Agency-City 2011-2012 Loan 6 Agreement") and a Revenue Anticipation Note of the City (the "2011-2012 Note") payable to the 7 Agency in the principal amount equal to $1,356,250 for the repayment of the 2010-2011 Note. 8 NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN 9 BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS: 10 Section 1. The Recitals hereinabove are true and correct and are incorporated herein by 11 this reference. 12 Section 2. The Mayor and Common Council hereby approves the Agency-City 2011- 13 2012 Loan Agreement in the form as attached to this Resolution as Exhibit "A" and hereby 14 approves the 2011-2012 Note in the form as attached to this Resolution as Exhibit`B". 15 Section 3. This Resolution shall take effect from and after its date of adoption by this 16 Council as provided in the Charter. 17 18 19 20 21 22 23 24 25 - 26 ti 27 28 2 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption-City Note MCC Reso B.docx RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 1 OF SAN BERNARDINO, CALIFORNIA APPROVING THE EXECUTION z 2 AND DELIVERY OF AN AGENCY-CITY 2011-2012 LOAN AGREEMENT AND 2011-2012 NOTE OF THE CITY OF SAN BERNARDINO ("CITY") 3 PAYABLE TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") IN THE PRINCIPAL AMOUNT EQUAL TO 4 $1,356,250 FOR THE REPAYMENT OF THE $1,332,925 PRINCIPAL AMOUNT OF THE 2010-2011 NOTE PAYABLE FROM THE CITY TO THE 5 AGENCY 6 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 8 Common Council of the City of San Bernardino at a meeting thereof, 9 held on the day of , 2011, by the following vote to wit: 10 Council Members: Ayes Nays Abstain Absent 11 MARQUEZ 12 VACANT 13 BRINKER 14 SHORETT 15 KELLEY 16 JOHNSON MC CAMMACK 17 18 19 Rachel G. Clark, City Clerk 20 21 The foregoing Resolution is hereby approved this day of , 2011. 22 23 Patrick J. Morris, Mayor City of San Bernardino 24 25 Approved as to Form: 26 By: L 27 k11 James F. Penman, City Attorney 28 3 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget does\06-23-11 EDA Budget Adoption-City Note MCC Reso B.do" i { EXHIBIT "A" 2 Agency-City 2011-2012 Loan Agreement 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 PAAgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption-City Note MCC Reso B.docx LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") is entered into as of this 30th day of June, 2011, by and between the City of San Bernardino, a charter city, organized under the Constitution and laws of the State of California (the "Borrower" or the "City"), and the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Lender" or the "Agency"). In this Agreement, any reference to a"Party" shall mean either the Borrower or the Lender and any reference to the"Parties" shall collectively mean both the Borrower and the Lender. RECITALS WHEREAS, the Borrower desires to borrow funds from the Lender in accordance with and pursuant to this Agreement and the Revenue Anticipation Note (as defined below); and WHEREAS, the Borrower is of the reasonable understanding that adequate financial resources will be made available to repay the financial obligations incurred by the Borrower pursuant to this Agreement within the current fiscal year of the Borrower, and the Borrower does not intend to seek to have the financial obligations of this Agreement and the Revenue Anticipation Note forgiven or otherwise compromised to the financial detriment of the Lender; and WHEREAS, the Parties intend that this Agreement and the Revenue Anticipation Note be deemed for all purposes to be a legally enforceable contractual obligation between the Parties in full compliance with the City Charter and all other applicable provisions of California law with respect to the City and the limitations on the incurring of long-term debt obligations and in full compliance with all requirements of the Community Redevelopment Law ("CRL") with respect to the Agency for the use and investment of tax increment revenues of the Agency pending the final disposition or ultimate use of such assets of the Agency in furtherance of its redevelopment purposes and in compliance with the CRL; and WHEREAS, the Agency loaned an amount equal to $1,332,925 which together with accrued and unpaid interest is equal to $1,356,250 pursuant to that certain promissory note (the "2010-2011 Note") and loan agreement duly approved and executed by the Parties for the 2010-2011 fiscal year of the Parties (the "2010-2011 Loan"); and WHEREAS, the Lender desires to make one (1) principal advance to the Borrower in accordance with and pursuant to this Agreement and the Revenue Anticipation Note for the sole purpose of repaying in full the principal and accrued and unpaid interest, with respect to the 2010- 2011 Note. NOW, THEREFORE, in consideration of the above recitals of this Agreement, and for such other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1 P:Wgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Loan Agreement(B and.1).docx 1. The Loan. The Lender shall loan to the Borrower a principal amount not to exceed One Million Three Hundred Fifty-Six Thousand Two Hundred Fifty Dollars ($1,356,250), (the "Loan"), as evidenced by the 2011-2012 Revenue Anticipation Note, dated concurrently herewith, as executed by the Borrower in favor of the Lender (the "Revenue Anticipation Note" or the "Note"). The Lender shall make one (1) advance of principal to or for the account of the Borrower in the principal amount not to exceed One Million Three Hundred Fifty-Six Thousand Two Hundred Fifty Dollars ($1,356,250), in the aggregate, subject to the terms, covenants and conditions of the Revenue Anticipation Note and this Agreement. The Loan is not a revolving loan, and any amount of the Loan repaid by the Borrower to the Lender may not be re-borrowed by the Borrower. Upon three (3) business days' prior written notice from the Borrower to the Lender, the Lender shall disburse to the Borrower the requested advance under the Revenue Anticipation Note. The purpose of such advance shall be deemed to have been made for purposes of repaying in whole the principal amount and accrued and unpaid interest on the 2010-2011 Loan and for no other purposes. 2. Interest. Interest shall accrue and compound daily at the per annum interest rate of 1.75% (the "Interest Rate") on the unpaid principal balance of the Loan advance made by the Lender to the Borrower commencing on the date of disbursement of the Loan advance by the Lender to the Borrower until paid in full by the Borrower to the Lender, in accordance with and subject to the terms, covenants and conditions of the Revenue Anticipation Note and this Agreement. Interest shall be calculated on the actual number of days in a year equal to either 365 or 366 days and such calculation of interest shall be compounded on a daily basis while any amount of the Indebtedness remains unpaid and outstanding. In the Event of a Default (as defined in Section 7 of this Agreement), interest shall accrue at the Default Interest Rate (as defined in Section 4 of this Agreement) on the Indebtedness (as defined in Section 4 of this Agreement) from the Maturity Date (as defined in Section 4 of this Agreement) until paid in full by the Borrower to the Lender. 3. Prepayment. The unpaid principal amount and any interest owing under the Revenue Anticipation Note may be prepaid by the Borrower to the Lender, at any time, in whole or in part, without premium or penalty, prior to the Maturity Date together with accrued and unpaid interest to the date of any such prepayment. 4. Repayment of the Loan Principal and Interest. No periodic payments of either (i) principal and interest, or (ii) interest-only, are due and payable by the Borrower to the Lender during the term of the Revenue Anticipation Note. On June 30, 2012 (the "Maturity Date"), the Borrower shall pay to the Lender the unpaid principal amount advanced by the Lender to the Borrower under the Revenue Anticipation Note, and all accrued and unpaid interest at the Interest Rate accruing from the date of the Revenue Anticipation Note on the unpaid principal amount advanced by the Lender to the Borrower under the Revenue Anticipation Note, and any other amounts due under the Revenue Anticipation Note and this Agreement, including, �- without limitation, attorneys' fees and court costs (collectively, the "Indebtedness"). If the Borrower 2 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Loan Agreement(B and n.do" S y9 F fails to pay the Indebtedness to the Lender on the Maturity Date, the Borrower shall pay to the Lender, on written demand from the Lender, a late charge in the amount of three percent (3%) of the unpaid principal amount of the Loan. Further, without notice or demand from the Lender to the Borrower, interest shall accrue on the Indebtedness at the rate of the Interest Rate plus two (2) percentage points (i.e., two hundred (200) basis points) (the "Default Interest Rate") from the Maturity Date until the Indebtedness is paid by the Borrower to the Lender in full, should the Borrower fail or refuse to pay to the Lender the Indebtedness due on the Maturity Date. The Lender shall charge the Borrower no origination points or loan fees in connection with the making of the Loan by the Lender to the Borrower. 5. No Security' Borrower Payment Covenant. The Loan is not secured by the pledge of, the assignment of, or the granting of any security interest in, the assets, funds, revenues or properties of the Borrower but this Loan shall be a general obligation of the City in accordance with Government Code Section 53857. Further, the obligations of the Borrower under the Revenue Anticipation Note and under this Agreement are not guaranteed by any entity or individual. The Borrower hereby agrees and covenants to appropriate funds to permit the Borrower to pay to the Lender the Indebtedness on or before the Maturity Date. 6. Representations Warranties and Covenants of Borrower. The Borrower represents, warrants and covenants to the Lender, as follows: (a) The Borrower is a charter city, has been duly organized under the laws and Constitution of the State of California and has the power and authority to enter into this Agreement and to incur the obligations under the Revenue Anticipation Note. (b) The execution of this Agreement and of the Revenue Anticipation Note has been duly authorized by the Mayor and Common Council of the City of San Bernardino as the legislative body of the Borrower and such execution does not require the approval or consent of any other governmental entity. (c) No governmental or regulatory approvals that have not been previously obtained by the Borrower are required for the due approval, execution and delivery by the Borrower of this Agreement and of the Revenue Anticipation Note. (d) This Agreement and the Revenue Anticipation Note have been, and will be, duly executed and delivered by the Borrower and this Agreement and the Revenue Anticipation Note do, and will, constitute valid and binding obligations of the Borrower, payable from the revenues, funds and assets, generally, of the Borrower as set forth herein and in the Revenue Anticipation Note. (e) The Borrower shall deliver to the Lender, within thirty (30) calendar days after receipt by the Borrower of written request from the Lender, audit statements and budgets, financial statements and/or such any other information, studies and reports (singularly and collectively, the "Reports") requested by the Lender, as prepared by the Borrower at its sole cost and expense, which Reports shall be reasonably acceptable to the Lender. 3 P:\Agendas\Comm Dev CommissionTDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Loan Agreement(B and J).docx (f) The representations, warranties and covenants of the Borrower contained in this Agreement and in the Recitals hereof shall be true and correct in all material respects on and as of the date that the Lender disburses the Loan advance under the Revenue Anticipation Note and under this Agreement (the "Funding Date"), with the same force and effect as though such representations, warranties and covenants had been made on such Funding Date. (g) On such Funding Date, the Borrower shall not be in default under the Revenue Anticipation Note or under this Agreement. The Borrower shall not, to the best of the Borrower's knowledge, contravene any provision of federal, state, municipal or local law, statute, rule or regulation, as amended from time to time, and the Borrower shall not conflict or be inconsistent with or result in any breach of any terms, covenants or provisions of, or constitute a default under, or result in the creation or imposition of a lien pursuant to the terms of any loan agreement, credit agreement or any other agreement, contract or instrument to which the Borrower is a party or by which the Borrower is bound or to which the Borrower may be subject. 7. Events of Default. (a) By Lender. The following shall constitute an event of default by the Lender: (i) the failure by the Lender to fund the Loan in accordance with the Revenue Anticipation Note and this Agreement within thirty (30) calendar days after the written request by the Borrower to the Lender, provided the Borrower is not in default under the Revenue Anticipation Note or this Agreement. (b) By Borrower. The failure by the Borrower to pay to the Lender the Indebtedness on or before the Maturity Date shall constitute an event of default by the Borrower. 8. Remedies. Upon a default by the Lender, the Borrower may seek appropriate legal, injunctive or equitable relief to enforce the obligations of the Lender under this Agreement. Upon a default by the Borrower, the Lender may institute any proceeding at law or in equity to enforce the obligations of the Borrower under the Revenue Anticipation Note and/or under this Agreement. In any action brought under this Agreement, the prevailing Party shall be entitled to reimbursement from the other Party of its costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) in bringing such action. Reasonable attorneys' fees shall include, without limitation, the costs, salary and expenses of the City Attorney for the City, and members of his office in enforcing this Agreement and/or the Revenue Anticipation Note. 9. Assi nment. The Lender shall be entitled to, and may assign this Agreement and the Revenue Anticipation Note and the Lender's right to receive the Indebtedness under the Revenue Anticipation Note and under this Agreement to any other entity or individual, without obtaining the prior consent from the Borrower. The Borrower shall not delegate its obligations under this Agreement and/or under the Revenue Anticipation Note, without the prior written consent of the Lender, which written consent may be given or withheld in the sole and absolute discretion of the Lender. NOW 4 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-1 I EDA Budget-Loan Agreement(Band J).docx 10. Term. This Agreement shall terminate upon the payment in full by the Borrower to the Lender of the Indebtedness. 11. Notices. Notices shall be presented in person or by certified or registered United States mail, return receipt requested, postage prepaid, or by overnight delivery made by a nationally recognized delivery service to the addresses noted below. Notice presented by United States mail shall be deemed effective the second business day after deposit with the United States Postal Service. This Section shall not prevent giving notice by personal service or telephonically verified fax transmission, which shall be deemed effective upon actual receipt of such personal service or telephonic verification. Either Party may change its address for receipt of written notice by so notifying the other Party in writing. To Lender: Redevelopment Agency of the City of San Bernardino 201 North"E" Street, Suite 301 San Bernardino, California 92401 Attention: Emil A. Marzullo, Interim Executive Director Phone: (909) 663-1044 Fax: (909) 888-9413 To Borrower: City of San Bernardino 300 North"D" Street, Sixth Floor San Bernardino, California 92418 Attention: Charles McNeely, City Manager Phone: (909) 384-5122 Fax: (909) 384-5138 12. Governing Law: Jurisdiction. This Agreement shall be governed by the laws of the State of California, and in the event either Party seeks judicial relief or seeks to enforce or to interpret any provision of this Agreement and/or the Revenue Anticipation Note, such actions shall be filed in the Superior Court of San Bernardino County, State of California, Main Branch, in the City of San Bernardino, California. 13. Entire Agreement. This Agreement and the Revenue Anticipation Note constitute the entire agreement between the Parties and may not be amended without the prior written consent of the Parties hereto. This Agreement and the Revenue Anticipation Note supersede all prior negotiations, discussions and previous agreements between the Parties concerning the subject matter herein and therein. The Parties intend this Agreement and the Revenue Anticipation Note to be the final expression of their agreement with respect to the terms herein and a complete and exclusive statement of such terms. No modification, amendment or waiver of any term herein shall be binding unless executed in writing by the Parties hereto. 5 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Loan Agreement(B and 1).docx 14. Amendment. This Agreement and the Revenue Anticipation Note may be amended and the times for performance hereunder and pursuant to the Revenue Anticipation Note may be extended as deemed necessary by written instruments duly approved and executed by the Parties hereto and thereto and approved by the respective governing bodies of the Parties. Any such amendments or modifications shall be valid, binding and legally enforceable only if in written form and executed by the Parties hereto after the same have been duly approved and authorized for execution. 15. Severability. Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall be declared invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the extent permitted by law. 16. No Waiver by the Lender. No waiver of any breach, default or failure of condition under the terms of the Revenue Anticipation Note or under this Agreement shall be thereby implied from any failure of the Lender to take, or any delay by the Lender in taking action with respect to such breach, default or failure or from _ any previous waiver of any similar or related breach, default or failure; and a waiver of any term of the Revenue Anticipation Note or this Agreement must be made in writing and shall be limited to the express written terms of such waiver. Borrower waives presentment, protest and demand, notice of protest, demand and dishonor, and any and all other notices or matters of a like nature. 17. Successors and Assigns. The promises and agreements herein contained shall bind and inure to the benefit of, as applicable, the respective administrators, successors and assigns of the Parties. 6 P\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Loan Agreement(Band n.docx IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above. LENDER Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic By: Emil A. Marzullo, Interim Executive Director Approved as to Form and Legal Content: By: � �&"� -- Agency Counsel BORROWER City of San Bernardino, a charter city By: Charles McNeely, City Manager (SEAL) ATTEST: By: City Clerk Approved as to Form: By: City Attorney 7 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Loan Agreement(Band.n.docx EXHIBIT "B" 2 2011-2012 Note 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 5 PAAgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption-City Note MCC Reso B.docx 3 1 l { E s 8 REVENUE ANTICIPATION NOTE $1,356,250 June 30, 2011 FOR VALUE RECEIVED, the undersigned, the City of San Bernardino, a charter city organized under the laws of the State of California(the "Borrower" or the "City"), hereby promises to pay to the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Lender" or the "Agency"), or to order, at the following address, 201 North "E" Street, Suite 301, San Bernardino, California 92401, or at such other place as the Lender may from time to time designate by written notice to the Borrower, in lawful money of the United States, the principal sum of One Million Three Hundred Fifty-Six Thousand Two Hundred Fifty Dollars ($1,356,250), with interest in accordance with this Revenue Anticipation Note on the unpaid principal balance from the date of this Revenue Anticipation Note, and all other amounts due under this Revenue Anticipation Note, until paid in full by the Borrower to the Lender. The obligation of the Borrower with respect to this Note is also governed by the loan agreement, as executed by and between the Borrower and the Lender concurrently herewith (the "Loan Agreement"). 1. Principal Advance. This 2011-12 Revenue Anticipation Note (this "Note" or this "Revenue Anticipation Note") evidences the obligation of the Borrower to the Lender for the repayment of the loan (the "Loan") made by the Borrower to the Lender under this Revenue Anticipation Note and under the Loan Agreement. The Lender may make one (1) advance of principal to the Borrower in the principal amount not to exceed One Million Three Hundred Fifty-Six Thousand Two Hundred Fifty Dollars ($1,356,250), in the aggregate, subject to the terms, covenants and conditions of this Revenue Anticipation Note and the Loan Agreement. The Loan is not a revolving loan, and any amount of the Loan repaid by the Borrower to the Lender may not be re-borrowed by the Borrower. Upon three (3) business days' prior written notice from the Borrower to the Lender, the Lender shall disburse to the Borrower the requested advance under this Revenue Anticipation Note. 2. Interest. Interest shall accrue and compound daily at the per annum interest rate of 1.75% (the "Interest Rate") on the unpaid principal balance of the Loan advance made by the Lender to the Borrower commencing on the date of disbursement of the Loan advance by the Lender to the Borrower until paid in full by the Borrower to the Lender, in accordance with and subject to the terms, covenants and conditions of this Revenue Anticipation Note and the Loan Agreement. Interest shall be calculated on the actual number of days in a year equal to either 365 or 366 days and such calculation of interest shall be compounded on a daily basis while any amount of the Indebtedness remains unpaid and outstanding. In the Event of a Default (as defined in Section 5) under this Revenue Anticipation Note, interest shall accrue at the Default Interest Rate (as defined in Section 4) on the Indebtedness (as defined in Section 4) from the Maturity Date until paid in full by the Borrower to the Lender. 3. Prepayment. The unpaid principal amount and any interest owing under this Revenue Anticipation Note may be prepaid by the Borrower to the Lender, at any time, in whole or in part, without premium or penalty, prior to the Maturity Date. 1 P-\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Revenue Anticipation Note(Band.1).docx 4. Repayment of Loan Principal and Interest. No periodic payments of either (i) principal and interest, or(ii) interest-only, are due and payable by the Borrower to the Lender during the term of this Revenue Anticipation Note. On June 30, 2012 (the"Maturity Date"),the Borrower shall pay to the Lender the unpaid principal amount advanced by the Lender to the Borrower under this Revenue Anticipation Note and all accrued and unpaid interest at the Interest Rate (as defined in Section 2) , and any other amounts due under this Revenue Anticipation Note and the Loan Agreement, including, without limitation attorneys' fees and court costs (collectively, the "Indebtedness"). If the Borrower fails to pay the Indebtedness to the Lender on the Maturity Date, the Borrower shall pay to the Lender, on written demand from the Lender, a late charge in the amount of three percent (3%) of the unpaid principal amount of the Loan. Further, without notice or demand from the Lender to the Borrower, interest shall accrue on the Indebtedness at the rate of the Interest Rate plus two (2) percentage points (i.e., two hundred (200) basis points) (the "Default Interest Rate") from the Maturity Date until the Indebtedness is paid by the Borrower to the Lender in full, should the Borrower fail or refuse to pay to the Lender the Indebtedness due on the Maturity Date. 5. Acceleration of Payment. The Indebtedness of this Loan shall become immediately due and payable by the Borrower to the Lender, at the option of the holder and without demand or notice from the Lender to the Borrower, should the Borrower fail to pay any amount due and payable under this Revenue Anticipation Note or under the Loan Agreement (and "Event of Default"). Upon the occurrence of an Event of Default, the Lender shall be permitted to exercise and enforce all rights and remedies available to the Lender, under this Revenue Anticipation Note, under this Loan Agreement, at law or in equity. 6. Application of Payments. All payments received on account of this Revenue Anticipation Note shall first be applied to all attorneys' fees, court costs and all other costs due under this Revenue Anticipation Note and under the Loan Agreement, then to all accrued and unpaid interest due under this Revenue Anticipation Note, and then to the reduction of the unpaid principal amount. 7. Attorneys' Fees. The Borrower hereby agrees to pay all costs and expenses, including reasonable attorneys' fees, which may be incurred by the Lender in the enforcement of this Revenue Anticipation Note. For purposes of this Revenue Anticipation Note, attorneys' fees shall include, without limitation, the costs, salary and expenses of the City Attorney for the City, and members of his office in enforcing this Revenue Anticipation Note. 8. Notices. Except as may be otherwise specified herein, any approval, notice, direction, consent, request or other action by the Lender shall be in writing and must be communicated to the Borrower at 300 North "D" Street, City Hall, Sixth Floor, San Bernardino, State of California, to the attention of the City Manager, or at such other place or places as the Borrower shall designate to the Lender in writing, from time to time, for the receipt of communications from the Lender. Notice shall be given as provided in Section 11 of the Loan Agreement. 9. Governing Law. This Revenue Anticipation Note shall be construed in accordance with and be governed by the laws of the State of California with venue as provided in the Loan Agreement. 2 P:\Agendas\CommDev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Revenue Anticipation Note(Band J).docx i 10. Severability. If any provision of this Revenue Anticipation Note shall be declared invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby and such remaining provisions shall be valid and enforceable to the extent permitted by law. 11. No Waiver by the Lender. No waiver of any breach, default or failure of condition under the terms of this Revenue Anticipation Note or under the Loan Agreement shall be thereby be implied from any failure of the Lender to take, or any delay by the Lender in taking action with respect to such breach, default or failure or from any previous waiver of any similar or related breach, default or failure; and a waiver of any term of this Revenue Anticipation Note or the Loan Agreement must be made in writing and shall be limited to the express written terms of such waiver. Borrower waives presentment, protest and demand, notice of protest, demand and dishonor; and any and all other notices or matters of a like nature. 12. Usury/Maximum Interest Rate. All agreements between the Borrower and the Lender are expressly limited, so that in no event or contingency, whether because of the advancement of the proceeds of this Revenue Anticipation Note, acceleration of maturity of the unpaid principal balance, or otherwise, shall the amount paid or agreed to be paid to the Lender for the use, forbearance, or retention of the money to be advanced under this Revenue Anticipation Note exceed the highest lawful rate permissible under applicable usury or other laws governing interests rates for public agencies. 13. Successors and Assigns. The promises and agreements herein contained shall bind and inure g to the benefit of, as applicable, the respective administrators, successors and assigns of the parties. S ;7 a Executed as of the date set forth above at San Bernardino, California. City of San Bernardino By: Charles McNeely, City Manager Approved as to Form: By: James F. Penman, City Attorney 3 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Revenue Anticipation Note(B and.n.docx -3 1 RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA APPROVING A MASTER 3 SERVICES AGREEMENT FOR FISCAL YEAR 2011-2012 BY AND 4 BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") AND THE CITY OF SAN BERNARDINO 5 ("CITY") AND AUTHORIZING THE AGENCY'S PAYMENT TO THE CITY FOR THE PERFORMANCE OF CERTAIN FUNCTIONS BY CITY 6 DEPARTMENTS FOR THE BENEFIT OF THE AGENCY 7 8 WHEREAS, the City of San Bernardino, California (the "City"), is a municipal corporation 9 and a charter City duly created and existing pursuant to the Constitution and the laws of the State of 10 California; and 11 WHEREAS, the Community Development Commission of the City of San Bernardino (the 12 "Commission") acting on behalf of the Redevelopment Agency of the City of San Bernardino (the 13 "Agency"), is a redevelopment agency, a public body, corporate and politic of the State of 14 California, organized and existing pursuant to the Community Redevelopment Law (Part 1 of 15 Division 24 commencing with Section 33000) of the Health and Safety Code of the State of 16 California(the "Act"); and 17 WHEREAS, the City is engaging the Agency to provide the financial support and funds for 18 the line items described in the Master Services Agreement (the "Agreement") as authorized in the 19 Agency budget for the 2011-2012 fiscal year of the Agency and the City. The Agency has accepted 20 such obligation to provide the financial support and funds pursuant to the terms of the Agreement 21 during the term of the Agreement. 22 WHEREAS, it is appropriate at this time for the Council to approve and authorize the City 23 Manager to execute said Agreement. 24 NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN 25 BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER,AS FOLLOWS: 26 Section 1. The Recitals hereinabove are true and correct and are incorporated herein by this reference. 28 1 Section 2. The Mayor and Common Council hereby approves the final form of the 2 Agreement in the form as attached to this Resolution as Exhibit"A". 3 Section 3. This Resolution shall take effect from and after its date of adoption by this 4 Council as provided in the Charter. 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA APPROVING A MASTER 2 SERVICES AGREEMENT FOR FISCAL YEAR 2011-2012 BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN 3 BERNARDINO ("AGENCY") AND THE CITY OF SAN BERNARDINO ("CITY") AND AUTHORIZING THE AGENCY'S PAYMENT TO THE CITY 4 FOR THE PERFORMANCE OF CERTAIN FUNCTIONS BY CITY 5 DEPARTMENTS FOR THE BENEFIT OF THE AGENCY 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 7 Common Council of the City of San Bernardino at a meeting thereof, 8 held on the day of , 2011, by the following vote to wit: 9 Council Members: Armes Nays Abstain Absent 10 MARQUEZ 11 VACANT 12 BRINKER 13 SHORETT 14 KELLEY 15 JOHNSON 16 MC CAMMACK 17 Rachel G. Clark, City Clerk 18 19 The foregoing Resolution is hereby approved this day of , 2011. 20 21 Patrick J. Morris, Mayor 22 City of San Bernardino 23 Approved as to Form: 24 25 By: ,.� James F. Penman, City Attorney 26 27 28 3 EXHIBIT "A" 1 2 MASTER SERVICES AGREEMENT 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Benefit FY 11-12-Master Svcs,Agmt.MCC Reso C.docx - MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (this "Agreement") is made and entered into as of the June 30, 2011 (the "Effective Date"), by and between the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Agency"), and the City of San Bernardino, a charter City under the laws and Constitution of the State of California(the "City"). The Agency and the City hereby agree as follows: 1. Enactment of the Agency. The City hereby engages the Agency to provide the financial support and funds for the following described line items as authorized in the Agency budget for the 2011-2012 fiscal year of the Agency and as the same may be additionally set forth in the City budget for the 2011-2012 fiscal year of the City. The Agency hereby accepts such obligation to provide the financial support and funds pursuant to the terms of this Agreement during the term of this Agreement as specified in Section 7. 2. Agency Payments of Bonded Debt Service of the City. During the 2011-2012 fiscal year of the Agency and the City, the Agency shall pay to the City an amount equal to $3,291,312 representing the debt service payments otherwise required to be remitted by the City to the bond trustee for the following described issuances of municipal bonds of the City and/or the Agency for the following described City facilities with the noted source of municipal bond or tax allocation bond financing, as appropriate, which are set forth below for informational purposes: (i) Police Facility—Agency tax allocation bonds (ii) Stadium—Agency tax allocation bonds (iii) Soccer Park—Agency tax allocation bonds (iv) Library — City municipal bond financing (subject to separate Health & Safety Code Section 33445 findings) (v) Central Police Department Building — City municipal bond financing (subject to separate Health& Safety Code Section 33445 findings) (vi) South Valle — City municipal bond financing subject to Agency reimbursement agreement 1 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx The debt service schedules and other particulars regarding said debt issuances of the City and the Agency are on file with the official records of the City and Agency with their respective Finance Officers. 3. Payment by Agent of Administrative Services of Benefit to Agency. During the 2011-2012 fiscal year of the Agency and the City, the Agency shall pay to the City an amount equal to $571,250 representing the allocation of the following described services provided by the City to the Agency which are allocated in part to the Agency in the manner and for the line items as set forth below: Total Dollar Description % Allocation Agency Amount of Item to Agency Payment (i) $845,000 Chairperson's Office 25% $211,250 (ii) $580,000 Council Offices 25% $145,000 (iii) $125,000 Human Resources/Risk 100% $125,000 (iv) $ 90,000 Call Center 100% $ 90,000 Set forth on Exhibit `B" as attached hereto are further details describing the items set forth above and other particulars regarding the allocation of certain cost items of the City to the Agency which shall be a part of this Agreement and which Exhibit `B" is incorporated herein by this reference. All performance items of the City as set forth on said Exhibit"B" shall be performed by the City and shall be enforceable by the Agency against the City in the same manner as though set forth in whole within the text of this Agreement. In addition to the Agency assumed City obligations as set forth in Section 2 and the allocation of certain City cost items to the Agency as set forth on said Exhibit`B", attached hereto as Exhibit"C" is a list of other City obligations and financial commitments which are additionally included in the 2011-2012 Agency budget and which are intended to be paid by the Agency on behalf of the City for the 2011-2012 fiscal year. 4. Issuance of Loan to the City b t�gency. The City and the Agency previously entered into a loan agreement designated as the "Loan Agreement" dated as of June 28, 2010 (the "Agency-City 2010 Loan Agreement"), and a Revenue 2 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx Anticipation Note, dated as of June 28, 2010 (the "2010-2011 Note"), in the principal amount equal to $1,332,925 which pursuant to the terms of the applicable loan agreement was required to be repaid by the City to the Agency, together with interest at the rate of interest per annum as set forth in the Agency-City 2010 Loan Agreement, on or before June 30, 2011. Due to the severe financial crisis the City continues to experience and the financial inability to timely repay the principal of and interest on the Agency-City 2010 Loan Agreement. The City now desires to repay the principal balance of the 2010-2011 Note, together with accrued and unpaid interest thereon, through the issuance and delivery of the Loan Agreement (the "Agency-City 2011-2012 Loan Agreement") and a Revenue Anticipation Note of the City (the "2011-2012 Note"). The current outstanding balance of the Agency-City 2010 Loan Agreement, together with accrued and unpaid interest thereon, is equal to $1,356,250 (the "2011- 2012 Outstanding Balance"). The Loan Agreement and the 2011-2012 Note payable to the Agency in the principal amount equal to $1,356,250 for the repayment of the 2010-2011 Note are addressed in a separate Resolution with Attachments which include the Agency-City 2011-2012 Loan Agreement and the 2011-2012 Note. 5. Manner of Payment; Submittal of Invoices. The City shall provide a written invoice to the Agency not more than thirty (30) calendar days nor less than fifteen (15) calendar days prior to the date that funds are required to be remitted by the City to the applicable bond trustee pursuant to Section 2 hereof. The City shall additionally provide a written invoice on a monthly basis on or before the twentieth (20th) calendar day of each month solely for the payment equal to one-twelfth(1/12th)of the combined total dollar amounts to be remitted by the Agency to the City pursuant to Section 3 hereof with the final payment to be paid by the Agency to the City not later than June 30, 2012. The Agency shall pay or reimburse to the City, as applicable, the amounts that are correctly set forth on the invoices and which are delivered to the Agency by the City in a timely manner pursuant to this Section 5. If any invoice that is properly submitted by the City to the Agency is not paid by the Agency within thirty (30) calendar days after the due date as shall be stated thereon in conformity with this Agreement, interest will be charged on the outstanding delinquent payment amount equal to the rate of interest then paid by the Local Agency Investment Fund ("LAIF") for moneys of local governmental agencies that may be deposited in the LAIF accounts. 3 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx 6. Personnel. All matters pertaining to the hiring, employment supervision, compensation, promotion and discharge of City employees required to perform duties hereunder are the sole responsibility of the City, which is, in all respect, the sole employer of such employees. The City, and not the Agency, shall be solely responsible for the non-compliance by City staff with the provisions of this Agreement. All matters pertaining to the hiring, employment supervision, compensation, promotion and discharge of Agency employees required to perform duties hereunder are the sole responsibility of the Agency, which is, in all respect, the sole employer of such employees. The Agency, and not the City, shall be solely responsible for the non-compliance by Agency staff with the provisions of this Agreement. 7. Term and Termination. The term and thus the effective date of this Agreement shall commence as of July 1, 2011, and unless sooner terminated or extended by written agreement of the City and the Agency, shall terminate on June 30, 2012. Such termination date may only be extended by an amendment to this Agreement duly approved by the governing bodies of the City and the Agency and delivered pursuant to written notice given not less than thirty (30) calendar days' prior to the stated termination date with such amendment being executed and approved prior to the date of termination of this Agreement. 8. Indemnification and Insurance. 8.1 Indemnification. 8.1.1 The City shall defend (if requested by the Agency), indemnify, save and hold harmless, the Agency and its commissioners, officials, officers, employees and agents from all claims for all loss or damage to property, including loss of use thereof, and injury to persons resulting from the negligent performance of its obligations under this Agreement, as well as from any claims made by or on behalf of City's agents, servants and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover,the City shall, at all times, defend, indemnify and hold the Agency, its commissioners, officials, officers, employees and agents harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of the failure by the City to E comply with all laws, ordinances or governmental regulations applicable to the City or the conduct of the 4 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx City's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. 8.1.2 The City is and will be an independent contractor at all times and in every respect and not the agent of the Agency. Nothing contained herein and no direction or notification from the Agency or the Executive Director to the City shall be construed so as to create a partnership,joint venture or agency relationship between the parties hereto. 8.1.3 The Agency shall defend (if requested by the City), indemnify and save harmless the City and its commissioners, officials, officers, attorneys, employees and agents from all claims for all loss or damage to property, including loss of use thereof, and injury to persons resulting from the negligent performance under this Agreement, as well as from any claims made by or on behalf of the Agency's agents, servants and/or employees arising out of their employment or work pertaining to the operations under this Agreement;moreover,the Agency shall, at all times, defend, indemnify and hold the City, its commissioners, officials, officers, employees and agents harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys' and witnesses fees, and expenses incident thereto, arising out the failure by the Agency to comply with all laws, ordinances or governmental regulations applicable to the Agency or the conduct of the Agency's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage,handling or disposal of petroleum products,hazardous materials or waste, or toxic substances. 8.1.4 The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "attorney's fees"for the purposes of this Section 8.1. 8.2 Insurance. The City shall purchase and maintain in effect, at its own expense, during the term of this Agreement insurance from insurers acceptable to the Agency protecting said City, the Agency, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury, property damage, including loss of use thereof, which may arise or be alleged to have arisen, from the City's activities in connection with the performance of this Agreement, whether such 5 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx activities be of the City, the City's agent, or of anyone employed by the City. The types of insurance coverage as well as the amounts of such coverage shall be as follows: 8.2.1 The City shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the City in the performance of the duties described herein. 8.2.2 The City shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for any one accident or casualty, covering the performance of this Agreement. 8.2.3 Within ten (10) calendar days after the acceptance of this Agreement by the Agency, the City shall deliver to the Agency, certificates of insurance evidencing that insurance has been purchased by the City as required in Section 8.2.2 and copies of endorsements providing (i) thirty (30) calendar days' prior written notice of cancellation, non-renewal or reduction in coverage by the insurers to the Agency, and (ii) automobile liability and comprehensive general liability insurance shall include the Agency, its commissioners, officials, officers, employees and agents as additional insureds. Said certificates of insurance and copies of endorsements shall be on file with the Agency at all times thereafter during the term of this Agreement. Failure of the City to provide the certificates of insurance or subsequent receipt by the Agency of a notice of cancellation of the insurance policy or policies by the City's insurance company or companies shall constitute a material breach of this Agreement and this Agreement may be terminated by the Agency upon written notice. All policies of insurance required and provided by the City under this Section 8.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the Agency, its commissioners,officials,officers,employees and agents. 8.2.4 Notwithstanding the foregoing, the City may substitute a bona fide self-insurance program for any of the insurance requirements indicated in this Section 8.2. The City shall provide the Agency with evidence of excess coverage upon written request. 8.2.5 The Agency shall purchase and maintain in effect, at its own expense, during the term of this Agreement insurance from insurers acceptable to the City protecting said Agency, the City, its commissioners,officers, employees and agents, against claims for bodily injury, including personal injury, 6 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and I).docx property damage, including loss of use thereof, which may arise or be alleged to have arisen, from the t Agency's activities in connection with the performance of this Agreement, whether such activities be of the Agency,the Agency's agent, or of anyone employed by the Agency. The types of insurance coverage, as well as the amounts of such coverage shall be as follows: 8.2.6 The Agency shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the Agency in the performance of the duties described herein. 8.2.7 The Agency shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for any one accident or casualty, covering the performance of this Agreement. 8.2.8 Within ten (10) calendar days after the acceptance of this Agreement by the City, the Agency shall deliver to the City certificates of insurance evidencing that insurance has been purchased by the Agency as required in Section 8.2.7 and copies of endorsements providing (i) thirty (30) calendar days' prior written notice of cancellation,non-renewal or reduction in coverage by the insurers to the City, and (ii) automobile liability and comprehensive general liability insurance shall include the City, its commissioners, officials, officers, employees and agents as additional insureds. Said certificates of insurance and copies of endorsements shall be on file with the City at all times thereafter during the term of this Agreement. Failure of the Agency to provide the certificates of insurance or subsequent receipt by the City of a notice of cancellation of the insurance policy or policies by the Agency's insurance company or companies shall constitute a material breach of this Agreement and this Agreement may be terminated by the City upon written notice. All policies of insurance required and provided by the Agency under this Section 8.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the City, its commissioners, officials, officers, employees and agents. 8.2.9 Notwithstanding the foregoing, the Agency may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section 8.2. The Agency shall provide the City with evidence of excess coverage upon written request. 7 P:\Agendas\CommDevCommission\CDC2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx 9. Miscellaneous. 9.1 Notices. Any and all notices required or permitted to be given hereunder shall be in writing and shall be personally delivered or mailed by certified or registered mail,return receipt requested, postage prepaid,to the respective parties at the addresses indicated below: If to Agency: Redevelopment Agency of the City of San Bernardino Attention: Emil A. Marzullo,Interim Executive Director 201 North"E" Street, Suite 301 San Bernardino,CA 92401 If to City: City of San Bernardino Attention: City Manager and City Clerk 300 North"D" Street San Bernardino, CA 92418 With copies to: City Finance Department Either party may change its address by a notice given to the other party in the manner set forth above. Any notice given personally shall be deemed to have been given upon service and any notice given by certified or registered mail shall be deemed to have been given on the third (3rd) business day after such notice is mailed. 9.2 Integration.tion. This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. Neither of the parties has relied upon any oral or written representation or oral or written information given to it by any representative of the other party. 9.3 Severability. If one or more of the provisions of this Agreement is hereafter declared invalid or unenforceable by judicial, legislative or administrative authority of competent jurisdiction, the parties hereto agree that the invalidity or unenforceability of any of the provisions shall not in any way affect the validity or enforceability of any other provisions of this Agreement. 9.4 Amendment: Modification. No change or modification of the terms or provisions of this Agreement shall be deemed valid unless in writing and signed by both parties subject to governmental approval, as required from the respective governing bodies of the City and the Agency. 8 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx 9.5 Governing Law. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of California. 9.6 Waiver. No waiver of any breach or default shall be construed as a continuing waiver of any provision or as a waiver of any other or subsequent breach of any provision contained in this Agreement. 9.7 Headings. The headings of the Sections of this Agreement have been inserted for convenience of reference only and shall not affect the interpretation of any of the provisions of this Agreement. 9.8 Assignment. Neither party hereto shall assign, hypothecate or otherwise transfer such party's rights hereunder, or delegate such party's duties hereunder,without the prior written consent of the other party hereto and approved by the governing body of each party. 9 P\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-IO EDA Budget-Master Services Agreement FY 11-12(C and 1).docx IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Emil A. Marzullo,Interim Executive Director Approved as to Form: By: oz � Agency Counsel CITY OF SAN BERNARDINO By: Charles McNeely, City Manager SEAL Approved as to Form: By: James F. Penman, City Attorney ATTEST: By: City Clerk 10 P:Wgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx EXHIBIT "A" DEBT ISSUANCES OF THE CITY AND AGENCY P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx i City of San Bernardino Economic Development Agency Schedule of Long-Term Debt by Project Area .tune 30, 2010 Southeast State Central City Industrial College North Park Tax Allocation Bonds: 1998A TAB Refunding $ - $ $ " 19988 TAB Refunding - - 2002A TAB Mt. Vernon Project 2002A TAB Refunding Issue 8,203,640 1,021,599 4,784,171 2005A TAB Refunding 15,790,604 3,860,539 16,895,927 2005B TAB Refunding 6,929,847 893,511 4,075,393 2006 TAB (20% Set Aside)Taxable - - Subtotal 30,924,091 5,775,649 25,755,491 Lease Revenue Bonds: 1997A Lease Revenue - - 1996 Lease Revenue - ' Subtotal - " Certificates of Participation: 1999 COP - 4,975,000 - -83- continued Low and Moderate South Central City Income Northwest Tri-City Uptown Valle Projects Housing $ - $ - $ - $ - $ 11,695,000 $ - 5,655,000 - 3,700,890 3,885,935 705,483 1,083,282 - 2,129,004 5,121,565 1,252,622 2,429,739 - - 1,521,838 2,731,671 993,812 748,928 - - - - - - - 24,285,000 7,351,732 11,739,171 2,951,917 4,261,949 17,350,000 24,285,000 - - - - 3,345,000 - 9,065,000 - - 12,410,000 - 1,790,000 4,685,000 506,637 - 506,637 - $ 7,351,732 $ 11,739,171 $ 2,951,917 $ 6,051,949 $ 34,951,637 $ 24,285,000 -84- City of San Bernardino Economic Development Agency Schedule of Long-Term Debt by Project Area June 30, 2010 Mt. Vernon Community Business Development Corridor Block Grant Total Tax Allocation Bonds: 1998A TAB Refunding $ - $ - $ 11,695,000 1998B TAB Refunding - - 5,655,000 2002A TAB Mt. Vernon Project 3,165,000 - 3,165,000 2002A TAB Refunding Issue - - 23,385,000 2005A TAB Refunding - - 47,480,000 20058 TAB Refunding - - 17,895,000 2006 TAB (20% Set Aside) Taxable - - 24,285,000 Subtotal 3,165,000 - 133,560,000 Lease Revenue Bonds: 1997A I-ease Revenue - - 3,345,000 1996 Lease Revenue - - 9,065,000 Subtotal - - 12,410,000 Certificates of Participation: 1999 COP - - 11,450,000 Notes Payable: Hud Section 108 Cinema - - 4,240,000 Hud Section 108 Arden Guthrie - 7,500,000 7,500,000 Reynolds 506,637 CMB Infrastructure Investment Group - - 2,500,000 Subtotal - 7,500,000 14,746,637 Contracts Payable: Yellow Freight 398,996 - 398,996 Total $ 3,563,996 $ 7,500,000 $ 172,565,633 -85- EXHIBIT"B" ALLOCATION OF CERTAIN COST ITEMS TO THE AGENCY (INCLUDING DESCRIPTION OF CITY SERVICES TO BE PROVIDED TO THE AGENCY) 1. $125,000 Human Resources and Risk Management. Human Resources: • Recruitment/Selection services — Coordinate hiring process with department, develop recruitment plan, and advertise, screen applicants, schedule testing/interviews, write/review interview questions for legal compliance, conduct background check on applicants, conduct employee orientation. • Selection services — Coordinate background review of applicant, write letters of conditional offer, schedule physical examination, prepare Personnel Action Forms, schedule employee orientation. • Classification services — Develop and update job descriptions, conduct classification studies,review and respond to reclassification requests, conduct salary surveys. • Training — Provide/coordinate mandated training to employees on Sexual Harassment/Discrimination and Supervisory Skills, as well as other training include EDA employees in the City Management Development Program(succession planning). • Employee Relations — Advise managers on employee performance/disciplinary issues, administer FMLA, create/update HR related policies and procedures, review existing personnel files for compliance with law and make changes as necessary. • Benefit Services —Assist employees with insurance, retirement and other benefit problems, analyze existing CalPERS health benefits to City health benefits for cost savingsibenefit enhancements. • Employee Personnel Files — Maintain employee personnel files and separate employee medical files. • EEO — Investigate complaints of harassment/discrimination, respond to DFEH/EEOC complaints, and provide mandated EEO information. Risk Mann eg_ment: • Assist managers and supervisors in conducting training seminars to provide employees with information regarding safe work practices and accident prevention methods. • Investigate, document, verify, review, negotiate, adjust and settle claims against the EDA. • Conduct field surveys of EDA properties and facilities to identify potential hazards and safety violations. • Evaluate, identify, and determine methods to improve or correct workplace hazards. • Advise EDA on Cal/OSHA and Federal/OSHA regulations. • Advise EDA managers, supervisors, and employees on accident prevention and elimination of unsafe working conditions. 12 P:\Agendas\CommDevCommission\CDC2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx • Investigate employee accidents for committee review in order to determine preventability. �t • Perform a variety of administrative tasks in the City's self-insurance and insurance programs to include the maintenance of records. • Gather data for preparation of insurance applications and budget allocations. • Analyze accident and damage reports for potential subrogation actions and liability exposure. • Coordinate with DMV Pull Notice Progr am and assist in instructing staff on defensive driving procedures. • Establish and maintain a variety of files and records regarding safety compliance issues. • Serve as EDA representative when an enforcement agency (EPA, AQMD, CAL/OSHA, Federal/OSHA) inspector is conducting an inspection or investigation. 2. CATV On February 2, 2009, the Mayor and Common Council (Resolution No. 2009-23) and the Community Development Commission (Resolution No.CDC/2009-5) approved an Agreement related to the transfer of the CATV employees from the City to the Agency. Included in said Agreement were provisions related to the provision of and payment for certain direct services by the City to the Agency on behalf of the CATV employees. Currently, the only services provided by the City to the Agency are phone and fleet services. These services per the Agreement are being billed at the "actual cost" for the provision of the services directly to the Agency. 3. $90,000 Call Center Agency agrees to pay $90,000 toward the first year funding (FY 2011-2012) for the initiation of the City Call Center. This cost is anticipated to fund necessary equipment and one Call Center staff member. The Call Center is expected to answer calls related to the Agency and transfer appropriate calls to the Agency. Call takers will be trained with regard to Agency related projects and programs. This effort is also intended to reduce the number of non- Agency related calls on Fridays when City offices are closed. 13 P:\Agendas\CommDevCommission\CDC2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and I).docx EXHIBIT "C" OTHER AGENCY ASSUMED CITY COST ITEMS Economic Development Agency City of San Bernardino List of Agency Funded City Obligations Prepared June 1, 2011 FY 10-11 FY 11-12 City Obligations/Expenditure - Budgeted Amount Amount A. Revenues not received by Agency- Budget reductions 1 South Valle COP Bond City reimbursement 176,000 176,250 2 City sales tax reimbursements (La Curacao est) 140,000 140,000 3 City payment HUB project costs$6.9 million notes est 600,000 600,000 4 Rent and utilities to EDA for 201 N and 1350 S E buildings 216,000 183,000 B. Expenditures of Agency Budget additions/on-going 1 Commission/Chairperson's office 211,250 211,250 2 Council offices 145,000 145,000 3 City Attorney Investigators/ legal services 200,000 100,000 4 City Finance admin water credit program 8,000 8,000 5 City Mobile Home Inspection 32,800 32,800 6 City Parks and Rec landscaping maintenance 300,000 0 7 City portion Welcome Center 25,000 25,000 8 PIO Services 13,000 0 9 City HR services to Agency 125,000 125,000 10 Carousel Mall security 440,000 440,000 11 Carousel Mall maintenance/utilities (Direct payment) 375,000 375,000 12 Carousel Mall janitorial 20,000 20,000 13 Police costs related to Carousel Mall 300,900 300,900 14 SB Convention and Visitor's Bureau 200,000 200,000 15 Operation Phoenix utility costs 12,000 12,000 16 Enterprise Zone expenditures 41,900 48,175 17 IEEP / Film Commission 50,000 50,000 18 Code Displacement City Attorney Office 200,000 125,000 19 COP payment Central Police Dept Building 490,000 490,062 20 Library debt bond payment 690,000 690,000 21 Bond debt service Police Facility($9 million matures 2026) 765,000 490,000 22 Bond debt service Stadium ($13 million matures 2026) 1,190,000 1,190,000 23 Bond debt service Soccer Park ($2.9 million matures 2026) 255,000 255,000 24 State Lobbyist 20,000 0 25 Federal Lobbyist 22,500 0 26 Call Center 0 90,000 Total including other on-going Agency expenditures 7,264,350 j C 1 RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION 3 OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE 4 ECONOMIC DEVELOPMENT AGENCY'S BUDGET FOR THE FISCAL YEAR 2011-2012 WITH ANY SUCH AMENDMENTS, CHANGES AND 5 MODIFICATIONS THAT MAY BE SPECIFICALLY AUTHORIZED BY SAID COMMISSION, EXCEPT FOR THOSE PORTIONS OF CERTAIN 6 BUDGET LINES WHICH ARE RELATED TO THE CENTRAL CITY PROJECTS REDEVELOPMENT AREA AND THE UPTOWN 7 REDEVELOPMENT PROJECT AREA 8 9 WHEREAS, the Community Development Commission of the City of San Bernardino 10 ("Commission") desires to approve and adopt the Economic Development Agency's Budget for the 11 Fiscal Year 2011-2012, except for those portions of certain Budget Lines which are related to the 12 Central City Projects Redevelopment Area and the Uptown Redevelopment Project Area. 13 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 14 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 15 FOLLOWS: Section 1. The Commission hereby approves and adopts the Economic Development 16 Agency's Budget for the Fiscal Year 20011-2012, as attached hereto, except for those portions of 17 Budget Lines 4012, 4019, 4200, 4500, 4801, 4810, 4900, 4940, 5010-5024, 6104, 6301-6306, 6401, 18 19 6402, 6500, 6600, 7102, 7302, 7403, 8003 which are related to the Central City Projects 20 Redevelopment Area and except for those portions of Budget Lines 4011, 4012, 4200, 4500, 4801 21 4900, 4940, 5010-5024, 6002 through 6004, 6007 through 6012, 6014, 6016 through 6018, 6020, 22 6021, 6103, 6104, 6301-6306, 6401, 6402, 6500, 6600, 6703, 7001-7003, 7102, 7302, 7403, 8002, 23 8003 which are related to the Uptown Redevelopment Project Area. 24 Section 2. The Commission hereby approves and authorizes for inclusion within the 25 26 Economic Development Agency's Budget for the Fiscal Year 2011-2012 any such additional 27 amendments, changes and modifications to said Budget as may be presented to the Commission on 28 1 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption Except Central City&Uptown CDC Reso D.docx 1 this date and which are set forth either by interdelineation in said Budget or pursuant to a separate 2 Staff Report or other written document expressing and describing such amendments, changes or 3 modifications to said Budget, and as said Budget in the form, together with any such amendments, 4 changes or modifications, as herein approved and authorized by the Commission. 5 Section 3. This Resolution shall take effect from and after its date of adoption by this 6 Commission. 7 8 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 PAAgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 FDA Budget Adoption Except Central City&Uptown CDC Reso D.docx M RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION 1 OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE 2 ECONOMIC DEVELOPMENT AGENCY'S BUDGET FOR THE FISCAL YEAR 2011-2012 WITH ANY SUCH AMENDMENTS, CHANGES AND 3 MODIFICATIONS THAT MAY BE SPECIFICALLY AUTHORIZED BY SAID COMMISSION, EXCEPT FOR THOSE PORTIONS OF CERTAIN 4 BUDGET LINES WHICH ARE RELATED TO THE CENTRAL CITY 5 PROJECTS REDEVELOPMENT. AREA AND THE UPTOWN REDEVELOPMENT PROJECT AREA 6 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 8 Development Commission of the City of San Bernardino at a meeting 9 thereof,held on the day of , 2011, by the following vote to wit: 10 Commission Members: Ayes Nays Abstain Absent 11 MARQUEZ VACANT 12 BRINKER 13 SHORETT 14 �1 KELLEY 15 JOHNSON 16 MC CAMMACK 17 18 Secretary 19 20 The foregoing Resolution is hereby approved this day of 32011. 21 22 Patrick J. Morris, Chairperson Community Development Commission 23 of the City of San Bernardino 24 Approved as to Form: 25 0126 By: 27 Agency Counsel 28 3 P:\Agendas\CommDevCommission\CDC2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption Except Central City&Uptown CDC Reso D.docx I RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE 3 ECONOMIC DEVELOPMENT AGENCY'S BUDGET FOR THOSE PORTIONS OF CERTAIN BUDGET LINES WHICH ARE RELATED TO 4 THE UPTOWN REDEVELOPMENT PROJECT AREA FOR THE FISCAL YEAR 2011-2012 WITH ANY SUCH AMENDMENTS, CHANGES AND 5 MODIFICATIONS THAT MAY BE SPECIFICALLY AUTHORIZED BY 6 SAID COMMISSION 7 WHEREAS, the Community Development Commission of the City of San Bernardino 8 ("Commission") desires to approve and adopt the Economic Development Agency's Budget for 9 those portions of certain Budget Lines which are related to the Uptown Redevelopment Project Area 10 for the Fiscal Year 2011-2012. 11 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 12 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 13 FOLLOWS: 14 Section 1. The Commission hereby approves and adopts the Economic Development 15 Agency's Budget, as attached hereto, for those portions of Budget Lines 4011, 4012, 4200, 4500, 16 4801 4900, 4940, 5010-5024, 6002 through 6004, 6007 through 6012, 6014, 6016 through 6018, 17 6020, 6021, 6103, 6104, 6301-6306, 6401, 6402, 6500, 6600, 6703, 7001-7003, 7102, 7302, 7403, 18 8002, 8003 which are related to the Uptown Redevelopment Project Area for the Fiscal Year 2011- 19 2012. 20 Section 2. The Commission hereby approves and authorizes for inclusion within the 21 Economic Development Agency's Budget for the Fiscal Year 2011-2012 any such additional 22 amendments, changes and/or modifications to said Budget as presented to the Commission on this 23 date and which are set forth either by interdelineation in said Budget or pursuant to a separate Staff 24 Report or other written document expressing and describing such amendments, changes or 25 modifications to said Budget, and as said Budget in the form, together with any such amendments, 26 changes or modifications, as herein approved and authorized by the Commission. 27 Section 3. This Resolution shall take effect from and after its date of adoption by this Commission. 28 1 P:\Agendas\CommDevCommission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption Uptown CDC Reso E.docx r-- RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION 1 OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE •�..° 2 ECONOMIC DEVELOPMENT AGENCY'S BUDGET FOR THOSE PORTIONS OF CERTAIN BUDGET LINES WHICH ARE RELATED TO 3 THE UPTOWN REDEVELOPMENT PROJECT AREA FOR THE FISCAL YEAR 2011-2012 WITH ANY SUCH AMENDMENTS, CHANGES AND 4 MODIFICATIONS THAT MAY BE SPECIFICALLY AUTHORIZED BY 5 SAID COMMISSION 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 , 2011, by the following vote to wit: 9 Commission Members: Ayes Nays Abstain Absent 10 MARQUEZ 11 VACANT 12 BRINKER 13 SHORETT 14 KELLEY 15 JOHNSON 16 MC CAMMACK 17 18 Secretary 19 The foregoing Resolution is hereby approved this day of 52011. 20 21 Patrick J. Morris, Chairperson 22 Community Development Commission of the City of San Bernardino 23 24 Approved as to Form: 25 � )-w"-� By: 26 Agency Couns 27 28 2 P:\Agendas\CornmDev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption Uptown CDC Reso E.docx 1 RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE 3 ECONOMIC DEVELOPMENT AGENCY'S BUDGET FOR THOSE 4 PORTIONS OF CERTAIN BUDGET LINES WHICH ARE RELATED TO THE CENTRAL CITY PROJECTS REDEVELOPMENT PROJECT AREA 5 FOR THE FISCAL YEAR 2011-2012 WITH ANY SUCH AMENDMENTS, CHANGES AND MODIFICATIONS THAT MAY BE SPECIFICALLY 6 AUTHORIZED BY SAID COMMISSION 7 WHEREAS, the Community Development Commission of the City of San Bernardino 8 ("Commission") desires to approve and adopt the Economic Development Agency's Budget for 9 those portions of certain Budget Lines which are related to the Central City Projects Redevelopment 10 Project Area for the Fiscal Year 2011-2012. 11 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 12 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 13 FOLLOWS: 14 Section 1. The Commission hereby approves and adopts the Economic Development 15 Agency's Budget, as attached hereto, for those portions of Budget Lines 4012, 4019, 4200, 4500, 16 4801, 4810, 4900, 4940, 5010-5024, 6104, 6301-6306, 6401, 6402, 6500, 6600, 7102, 7302, 7403, 17 8003 which are related to the Central City Projects Redevelopment Project Area for the Fiscal Year 18 2011-2012. 19 Section 2. The Commission hereby approves and authorizes for inclusion within the 20 Economic Development Agency's Budget for the Fiscal Year 2011-2012 any such additional 21 amendments, changes and/or modifications to said Budget as presented to the Commission on this 22 date and which are set forth either by interdelineation in said Budget or pursuant to a separate Staff 23 Report or other written document expressing and describing such amendments, changes or 24 modifications to said Budget, and as said Budget in the form, together with any such amendments, 25 changes or modifications, as herein approved and authorized by the Commission. 26 Section 3. This Resolution shall take effect from and after its date of adoption by this 27 Commission. 28 1 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption Central City CDC Reso F.docx RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION 1 OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE 2 ECONOMIC DEVELOPMENT AGENCY'S BUDGET FOR THOSE PORTIONS OF CERTAIN BUDGET LINES WHICH ARE RELATED TO 3 THE CENTRAL CITY PROJECTS REDEVELOPMENT PROJECT AREA FOR THE FISCAL YEAR 2011-2012 WITH ANY SUCH AMENDMENTS, 4 CHANGES AND MODIFICATIONS THAT MAY BE SPECIFICALLY 5 AUTHORIZED BY SAID COMMISSION 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 , 2011, by the following vote to wit: 9 Commission Members: Ayes Nays Abstain Absent 10 MARQUEZ 11 VACANT 12 BRINKER 13 SHORETT 14 KELLEY 15 JOHNSON 16 MC CAMMACK 17 18 Secretary 19 20 The foregoing Resolution is hereby approved this day of , 2011. 21 22 Patrick J. Morris, Chairperson Community Development Commission 23 of the City of San Bernardino 24 Approved as to Form: 25 l 26 By: Agency CounseLf 27 28 e PAAgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption Central City CDC Reso F.docx I RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE 3 FUNDING OF VARIOUS CITY OF SAN BERNARDINO FISCAL YEAR 2011- 2012 PUBLIC IMPROVEMENT EXPENDITURES AND MAKING FINDINGS 4 AND DETERMINATIONS PURSUANT TO HEALTH & SAFETY CODE 5 SECTIONS 33445 AND 33445.1 AS TO THE BENEFIT TO THE VARIOUS REDEVELOPMENT PROJECT AREAS FOR THE UNDERTAKING OF 6 VARIOUS PUBLIC IMPROVEMENTS 7 WHEREAS, the City of San Bernardino, California (the "City"), is a municipal corporation 8 and a charter city duly created and existing pursuant to the Constitution and the laws of the State of 9 California; and 10 WHEREAS, the Community Development Commission of the City of San Bernardino (the 11 "Commission") on behalf of the Redevelopment Agency of the City of San Bernardino (the 12 "Agency"), is a redevelopment agency, a public body, corporate and politic of the State of 13 California, organized and existing pursuant to the Community Redevelopment Law (Part 1 of 14 IL J Division 24 commencing with Section 33000) of the Health and Safety Code of the State of 15 California(the"Act"); and 16 WHEREAS, pursuant to Section 33445.1 of the Act, the Agency may, with the consent of 17 the Mayor and Common Council of the City (the "Council"), pay all or a part of the cost of 18 installation and construction of any building, facility, structure or other improvement which is 19 publicly owned outside the boundaries of and not contiguous to a redevelopment project area if the 20 Council determines: (1) that such buildings, facilities, structures or other improvements are of 21 primary benefit to the redevelopment project area or the immediate neighborhood in which the 22 project is located, regardless of whether such improvement is within another project area; (2)that no 23 other reasonable means of financing such buildings, facilities, structures or other improvements is 24 available to the community, and such determination by the Commission and the Council shall be 25 final and conclusive; (3) that the payment of funds for the cost of the facilities, structures or other 26 improvements will assist in the elimination of one (1) or more blighted conditions inside the project 27 area; (4) that the payment of funds for the cost of the buildings, facilities, structures or other 28 1 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption-Public Imp.Expenditure CDC Reso G.docx I improvements is consistent with the implementation plan adopted pursuant to Health and Safety 2 Code Section 33490; and (5) that the installation of each building, facility, structure, or 3 improvement is provided for in the redevelopment plan; and 4 WHEREAS, pursuant to Section 33445 of the Act, the Agency may, with the consent of the 5 Mayor and Common Council of the City (the "Council"), pay all or a part of the cost of installation 6 and construction of any building, facility, structure or other improvement which is publicly owned 7 within the boundaries or contiguous to a redevelopment project area if the Council determines: (1) 8 that the installation or construction of the buildings, facilities, structures or other improvements is of 9 benefit to the project area by helping to eliminate blight within the project area; (2) that no other 10 reasonable means of financing such buildings, facilities, structures, or other improvements that are 11 publicly owned, are available to the community and such determination by the Commission and the 12 Council shall be final and conclusive; and (3) that the payment of funds for the cost of such 13 facilities, structures or other improvements will assist in the elimination of one (1) or more blighted 14 conditions inside the project area; and 15 WHEREAS, the Council and the Commission have previously approved and adopted 16 Redevelopment Plans (collectively hereinafter referred to as the "Redevelopment Plans") for various 17 redevelopment project areas within the City, which project areas include: Uptown Project Area, Tri- 18 City Project Area, State College Project Area, Central City North Project Area, Southeast Industrial 19 Park Project Area,Northwest Project Area, and Central City Merged Project Area; and 20 WHEREAS, it is in the interests of the present landowners within the Central City North 21 project area subject to the Redevelopment Plans (the "Project Area") and the residents, both within 22 the Project Area and within the City generally, that the Agency cause the funding of certain 23 improvements consisting of: (1) the Agency payment of the COP debt service payment for the 24 Central Police Department building ($490,000)within the Project Area pursuant to Section 33445 of 25 the Act for the Uptown Project Area and pursuant to Section 33445.1 of the Act for the Tri-City 26 Project Area, Southeast Park Project Area and the Northwest Project Area; and (2) the Agency 27 payment of the Central Library Lease Revenue debt service payment ($690,000) for the Central 28 2 P:Wgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption-Public Imp.Expenditure CDC Reso G.docx I Library located within the Project Area pursuant to Section 33445 of the Act for the Uptown Project 2 Area and pursuant to Section 33445.1 of the Act for the Tri-City Project Area, Southeast Park 3 Project Area and the Northwest Project Area; (collectively referred to herein as the "City Funded 4 Improvements"); and 5 WHEREAS, the Central Police Department Building and the Central Library are centrally 6 located facilities servicing residents, workers and business owners within all of the City's 7 Redevelopment Project Areas and in particular the Tri-City Project Area, the Northwest Project 8 Area, the Uptown Project Area and the Southeast Industrial Park Project Area (collectively referred 9 to herein as the "Benefited Project Areas") by providing various City functions which are in 10 support of, and will have a positive economic and social impact on, various City, retail, business and 11 commercial functions; and 12 WHEREAS, each of the aforementioned Benefited Project Areas is in proximity or 13 contiguous to the Project Area, and the Project Area serves the commercial, retail, City services and 14 other community needs of each of the Benefited Project Areas as to those functions that cannot be 15 provided separately within each of the Benefited Project Areas; and 16 WHEREAS, the Project Area is suffering from stagnant property values and impaired 17 investments, and in order to promote the health, safety and welfare of the Project Area and the entire 18 City, it is important that the Agency fund the costs of the aforementioned City Funded 19 Improvements; and 20 WHEREAS, in connection with the funding of the City Funded Improvements, it is proposed 21 that the Agency shall utilize revenues attributable to the Benefited Project Areas equally; and 22 WHEREAS, the Mayor and Common Council have consented to such use of Agency funds 23 by the adoption of an appropriate Council Resolution as part of the 2011-2012 City budget; and 24 WHEREAS, it therefore is appropriate at this time for the Commission to make certain 25 findings and determinations and take certain actions with respect to the Agency's funding of the 26 City Funded Improvements. 27 28 3 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docsM-23-11 EDA Budget Adoption-Public imp.Expenditure CDC Reso G.docx 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. The Recitals hereinabove are true and correct and are incorporated herein by 5 this reference. 6 Section 2. The Commission hereby approves the payment by the Agency of the City 7 Funded Improvements in order to ensure the economic enhancements and stability of the Benefited 8 Project Areas and other neighborhoods within the City for the reasons set forth in the Recitals 9 hereinabove. The Commission also finds and determines pursuant to Section 33445 of the Act for 10 the Uptown Project Area and pursuant to Section 33445.1 of the Act for the Tri-City Project Area, 11 Southeast Park Project Area and the Northwest Project Area that no other reasonable means of 12 financing the City Funded Improvements is presently available to the Agency and the City and the 13 Agency requires the use of revenues generated from the Benefited Project Areas. The Commission 14 further finds pursuant to Section 33445 of the Act for the Uptown Project Area and pursuant to 15 Section 33445.1 of the Act for the Tri-City Project Area, Southeast Park Project Area and the 16 Northwest Project Area that the funding of the City Funded Improvements will enhance the viability 17 in the Benefited Project Areas thereby eliminating existing blighted conditions in the Benefited 18 Project Areas, provide its residents, workers and businesses with necessary City services, and retail, 19 business, commercial and other community services from within the Project Area. 20 Section 3. The Agency Secretary is hereby authorized and directed to cause this 21 Resolution to be transmitted to the City for consideration in connection with appropriate action by 22 that body. 23 Section 4. The findings and determinations herein shall be final and conclusive. The 24 Resolution shall become effective immediately upon its adoption. 25 26 27 28 4 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 FDA Budget Adoption-Public Imp.Expenditure CDC Reso G.docx RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF � 1 THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE j 2 FUNDING OF VARIOUS CITY OF SAN BERNARDINO FISCAL YEAR 2011- 2012 PUBLIC IMPROVEMENT EXPENDITURES AND MAKING FINDINGS 3 AND DETERMINATIONS PURSUANT TO HEALTH & SAFETY CODE SECTIONS 33445 AND 33445.1 AS TO THE BENEFIT TO THE VARIOUS 4 REDEVELOPMENT PROJECT AREAS FOR THE UNDERTAKING OF 5 VARIOUS PUBLIC IMPROVEMENTS 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 , 2011, by the following vote to wit: 9 Commission Members: Ayes Nays Abstain Absent 10 MARQUEZ 11 VACANT 12 BRINKER 13 SHORETT 14 KELLEY 15 JOHNSON 16 MC CAMMACK 17 18 Secretary 19 20 The foregoing Resolution is hereby approved this day of , 2011. 21 22 Patrick J. Morris, Chairperson Community Development Commission 23 of the City of San Bernardino 24 25 Approved as to Form: 26 By: • ) J^� ( � 27 Agency Counse 28 5 P:Wgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption-Public Imp.Expenditure CDC Reso G.docx I RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE 3 ECONOMIC DEVELOPMENT AGENCY'S ANALYSIS AND 4 DETERMINATION OF THE APPROPRIATENESS OF THE PLANNING AND ADMINISTRATION EXPENDITURES OF THE LOW- AND 5 MODERATE-INCOME HOUSING FUND FOR THE FISCAL YEAR 2011- 2012 AGENCY BUDGET 6 7 WHEREAS, included in the Redevelopment Agency of the City of San Bernardino (the 8 "Agency") Fiscal Year 2011-2012 Budget is the amount of $27,026,110 representing anticipated 9 revenues and expenditures of the Low- and Moderate-Income Housing Fund, of which $1,338,209 10 has been allocated for the purpose of anticipated planning and administration expenditures; and 11 WHEREAS, Section 33334.3(d) of the Health and Safety Code requires that redevelopment 12 agencies annually determine that the planning and administrative expenditures of the Low- and 13 Moderate-Income Housing Fund are necessary for and not disproportionate to the costs of j 14 production, improvement or the preservation of low- and moderate-income housing; and 15 WHEREAS, in compliance with Section 33334.3(d) of the Health and Safety Code, the 16 Agency has made annual calculations to determine that the planning and administrative expenditures 17 are proportionate to and necessary for the production, improvement or preservation of low- and 18 moderate-income housing; and 19 WHEREAS, the Agency's independent financial auditor's have previously reviewed such 20 annual calculations and determination of planning and administrative expenditures in relation to the 21 expenditures for production, improvement or preservation of low- and moderate-income housing 22 and have found the Agency to be in compliance with the Health and Safety Code provisions cited 23 above; and 24 WHEREAS, it has been determined for the fiscal year 2011-2012 that the anticipated 25 planning and administrative expenditures of the Low- and Moderate-Income Housing Fund in the 26 amount of$1,338,209 represent 5% of the total budget of$27,026,110, are necessary to implement 27 the required housing programs, and that $25,687,901 or 95% of the total budget is anticipated to be 28 1 P:Wgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption-Low Mod Admin.FY 11-12 CDC Reso H.docx 4.., 1 spent directly for the production, improvement or preservation of low- and moderate-income 2 housing, as outlined in the Staff Report; and 3 WHEREAS, Section 33334.3(d) of the Health and Safety Code requires the legislative body 4 to adopt the Agency's annual calculation and determination of the proportionality of planning and 5 administrative expenditures, as outlined in the Staff Report. 6 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 7 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 8 FOLLOWS: 9 Section 1. The Community Development Commission of the City of San Bernardino 10 (the "Commission") hereby approves and adopts the Agency's annual calculation and determination 11 for the fiscal year 2011-2012 of the appropriate and necessary anticipated planning and 12 administration expenditures, as outlined in the Staff Report, in relationship to the anticipated 13 expenditures for the production, improvement or preservation of low- and moderate-income 14 housing. The Commission hereby finds and determines that said planning and administration 15 expenditures are reasonable. 16 Section 2. This Resolution shall take effect from and after its date of adoption by this 17 Commission. 18 19 20 21 22 23 24 25 26 27 1 f 28 2 P:\Agendas\CommDevCommission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption-Low Mod Admin.FY 11-12 CDC Reso Rdocx RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF 1 THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE 2 ECONOMIC DEVELOPMENT AGENCY'S ANALYSIS AND DETERMINATION OF THE APPROPRIATENESS OF THE PLANNING 3 AND ADMINISTRATION EXPENDITURES OF THE LOW- AND MODERATE-INCOME HOUSING FUND FOR THE FISCAL YEAR 2011- 4 2012 AGENCY BUDGET 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 6 Development Commission of the City of San Bernardino at a meeting 7 thereof, held on the day of , 2011,by the following vote to wit: 8 Commission Members: Ayes Nays Abstain Absent 9 MARQUEZ 10 VACANT 11 BRINKER 12 SHORETT 13 KELLEY Apt- 14 JOHNSON 15 MC CAMMACK 16 17 Secretary 18 19 The foregoing Resolution is hereby approved this day of 52011. 20 21 Patrick J. Morris, Chairperson 22 Community Development Commission 23 of the City of San Bernardino 24 Approved as to Form: 25 By: Z. )'-)� . 26 Agency Counsel 27 28 3 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption-Low Mod Admin.FY 11-12 CDC Reso Rdocx F F t R i i 1 RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A 3 MASTER SERVICES AGREEMENT FOR FISCAL YEAR 2011-2012 BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN 4 BERNARDINO ("AGENCY") AND THE CITY OF SAN BERNARDINO 5 ("CITY") AND AUTHORIZING THE AGENCY'S PAYMENT TO THE CITY FOR THE PERFORMANCE OF CERTAIN FUNCTIONS BY CITY 6 DEPARTMENTS FOR THE BENEFIT OF THE AGENCY 7 8 WHEREAS, the City of San Bernardino, California (the "City"), is a municipal corporation 9 and a charter City duly created and existing pursuant to the Constitution and the laws of the State of 10 California; and a 11 WHEREAS, the Community Development Commission of the City of San Bernardino (the 12 "Commission") acting on behalf of the Redevelopment Agency of the City of San Bernardino (the ' 13 "Agency"), is a redevelopment agency, a public body, corporate and politic of the State of 14 California, organized and existing pursuant to the Community Redevelopment Law (Part 1 of 15 Division 24 commencing with Section 33000) of the Health and Safety Code of the State of 16 California(the"Act"); and 17 WHEREAS, the City is engaging the Agency to provide the financial support and funds for 18 the line items described in the Master Services Agreement (the "Agreement") as authorized in the -3 19 Agency budget for the 2011-2012 fiscal year of the Agency and the City. The Agency has accepted 20 such obligation to provide the financial support and funds pursuant to the terms of the Agreement 21 during the term of the Agreement; and 22 WHEREAS, it is appropriate at this time for the Commission to approve and authorize the 3 23 Interim Executive Director to execute said Agreement. 24 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 25 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 26 FOLLOWS: 27 Section 1. The Recitals hereinabove are true and correct and are incorporated herein by i this reference. 28 1 P:Wgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\0623-1 IEDA Budget-Master Svcs.Agmt.CDC Reso I.docx 9 I Section 2. The Commission hereby approves the final form of the Agreement in the 2 form as attached to this Resolution as Exhibit"A". 3 Section 3. This Resolution shall take effect from and after its date of adoption by this 4 Commission. 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 28 — g- 2 P:WgendaslComm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-I IEDA Budget-Master Svcs.Agmt.CDC Reso I.docx i i RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF 1 THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A 2 MASTER SERVICES AGREEMENT FOR FISCAL YEAR 2011-2012 BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN 3 BERNARDINO ("AGENCY") AND THE CITY OF SAN BERNARDINO ("CITY") AND AUTHORIZING THE AGENCY'S PAYMENT TO THE CITY 4 FOR THE PERFORMANCE OF CERTAIN FUNCTIONS BY CITY 5 DEPARTMENTS FOR THE BENEFIT 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 , 2011, by the following vote to wit: 9 Commission Members: Ayes Nays Abstain Absent 10 MARQUEZ 11 VACANT 12 BRINKER 13 SHORETT 14 KELLEY 15 JOHNSON MC CAMMACK 16 17 18 Secretary 19 20 The foregoing Resolution is hereby approved this day of , 2011. 21 22 Patrick J. Morris, Chairperson 23 Community Development Commission of the City of San Bernardino 24 Approved as to Form: 25 26 By: �` - Agency Counsel 27 28 3 P:\Agendas\CommDevCommission\CDC 2011\2011-12 Budget dots\06.23-11 EDA Budget-Master Svcs.Agmt.CDC Reso l.docx t 4 EXHIBIT "A" 1 I 2 MASTER SERVICES AGREEMENT 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 r 027 28 4 P.\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget does\06-23-11 EDA Budget-Master Svcs.Agmt.CDC Reso Ldocx MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (this "Agreement") is made and entered into as of the June 30, 2011 (the "Effective Date"), by and between the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Agency"), and the City of San Bernardino, a charter City under the laws and Constitution of the State of California(the "City"). The Agency and the City hereby agree as follows: 1. Enactment of the Agency. The City hereby engages the Agency to provide the financial support and funds for the following described line items as authorized in the Agency budget for the 2011-2012 fiscal year of the Agency and as the same may be additionally set forth in the City budget for the 2011-2012 fiscal year of the City. The Agency hereby accepts such obligation to provide the financial support and funds pursuant to the terms of this Agreement during the term of this Agreement as specified in Section 7. 2. Agency Payments of Bonded Debt Service of the City. During the 2011-2012 fiscal year of the Agency and the City, the Agency shall pay to the City an amount equal to $3,291,312 representing the debt service payments otherwise required to be remitted by the City to the bond trustee for the following described issuances of municipal bonds of the City and/or the Agency for the following described City facilities with the noted source of municipal bond or tax allocation bond financing, as appropriate, which are set forth below for informational purposes: (i) Police Facility—Agency tax allocation bonds (ii) Stadium—Agency tax allocation bonds (iii) Soccer Park—Agency tax allocation bonds (iv) Library — City municipal bond financing (subject to separate Health & Safety Code Section 33445 findings) (v) Central Police Department Building — City municipal bond financing (subject to separate Health& Safety Code Section 33445 findings) (vi) South Valle — City municipal bond financing subject to Agency reimbursement agreement 1 P.\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and I).docx P The debt service schedules and other particulars regarding said debt issuances of the City and the Agency are on file with the official records of the City and Agency with their respective Finance Officers. II 3. Payment by Agency of Administrative Services of Benefit to Agency. During the 2011-2012 fiscal year of the Agency and the City, the Agency shall pay to the City an amount equal to $571,250 representing the allocation of the following described services provided by the City to the Agency which are allocated in part to the Agency in the manner and for the line items as set forth below: 9 j� 9 Total Dollar Description % Allocation Agency Amount of Item to Agency Payment (i) $845,000 Chairperson's Office 25% $211,250 (ii) $580,000 Council Offices 25% $145,000 (iii) $125,000 Human Resources/Risk 100% $125,000 i (iv) $ 90,000 Call Center 100% $ 90,000 1 Set forth on Exhibit "B" as attached hereto are further details describing the items set forth above and 3 other particulars regarding the allocation of certain cost items of the City to the Agency which shall be a part of this Agreement and which Exhibit "B" is incorporated herein by this reference. All performance items of the City as set forth on said Exhibit "B" shall be performed by the City and shall be enforceable by the Agency against the City in the same manner as though set forth in whole within the text of this Agreement. In addition to the Agency assumed City obligations as set forth in Section 2 and the allocation of certain City cost items to the Agency as set forth on said Exhibit"B", attached hereto as Exhibit"C" is a list of other City obligations and financial commitments which are additionally included in the 2011-2012 Agency budget and which are intended to be paid by the Agency on behalf of the City for the 2011-2012 fiscal year. 4. Issuance of Loan to the City by the Agency. The City and the Agency previously entered into a loan agreement designated as the "Loan Agreement" dated as of June 28, 2010 (the "Agency-City 2010 Loan Agreement"), and a Revenue 2 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx 3 Anticipation Note, dated as of June 28, 2010 (the "2010-2011 Note"), in the principal amount equal to $1,332,925 which pursuant to the terms of the applicable loan agreement was required to be repaid by the City to the Agency, together with interest at the rate of interest per annum as set forth in the Agency-City 2010 Loan Agreement, on or before June 30, 2011. Due to the severe financial crisis the City continues to experience and the financial inability to timely repay the principal of and interest on the Agency-City 2010 Loan Agreement. The City now desires to repay the principal balance of the 2010-2011 Note, together with accrued and unpaid interest thereon, through the issuance and delivery of the Loan Agreement (the "Agency-City 2011-2012 Loan Agreement") and a Revenue Anticipation Note of the City (the "2011-2012 Note"). The current outstanding balance of the Agency-City 2010 Loan Agreement, together with accrued and unpaid interest thereon, is equal to $1,356,250 (the "2011- 2012 Outstanding Balance"). The Loan Agreement and the 2011-2012 Note payable to the Agency in i the principal amount equal to $1,356,250 for the repayment of the 2010-2011 Note are addressed in a separate Resolution with Attachments which include the Agency-City 2011-2012 Loan Agreement and the 2011-2012 Note. F 5. Manner of Payment; Submittal of Invoices. The City shall provide a written invoice to the Agency not more than thirty (30) calendar days nor less than fifteen (15) calendar days prior to the date that funds are required to be remitted by the City to the applicable bond trustee pursuant to Section 2 hereof. The City shall additionally provide a written invoice on a monthly basis on or before the twentieth (201h) calendar day of each month solely for the payment equal to one-twelfth (1/12th) of the combined total dollar amounts to be remitted by the a Agency to the City pursuant to Section 3 hereof with the final payment to be paid by the Agency to the City not later than June 30, 2012. The Agency shall pay or reimburse to the City, as applicable, the amounts that are correctly set forth on the invoices and which are delivered to the Agency by the City in a timely manner pursuant to this Section 5. If any invoice that is properly submitted by the City to the Agency is not paid by the Agency within thirty (30) calendar days after the due date as shall be stated thereon in conformity with this Agreement, interest will be charged on the outstanding delinquent payment amount equal to the rate of interest then paid by the Local Agency Investment Fund ("LAIF") for moneys of local governmental agencies that may be deposited in the LAIF accounts. 1 3 3 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx ) t t t 6. Personnel. All matters pertaining to the hiring, employment supervision, compensation, promotion and discharge of City employees required to perform duties hereunder are the sole responsibility of the City, which is, in all respect, the sole employer of such employees. The City, and not the Agency, shall be solely responsible for the non-compliance by City staff with the provisions of this Agreement. All matters pertaining to the hiring, employment supervision, compensation, promotion and discharge of Agency employees required to perform duties hereunder are the sole responsibility of the Agency, which is, in all respect, the sole employer of such employees. The Agency, and not the City, shall be solely responsible for the non-compliance by Agency staff with the provisions of this Agreement. 7. Term and Termination. The term and thus the effective date of this Agreement shall commence as of July 1, 2011, and i unless sooner terminated or extended by written agreement of the City and the Agency, shall terminate on June 30, 2012. Such termination date may only be extended by an amendment to this Agreement duly approved by the governing bodies of the City and the Agency and delivered pursuant to written notice given not less than thirty (30) calendar days' prior to the stated termination date with such amendment being executed and approved prior to the date of termination of this Agreement. 8. Indemnification and Insurance. 8.1 Indemnification. a 8.1.1 The City shall defend (if requested by the Agency), indemnify, save and hold harmless, the Agency and its commissioners, officials, officers, employees and agents from all claims for all loss or damage to property, including loss of use thereof, and injury to persons resulting from the negligent performance of its obligations under this Agreement, as well as from any claims made by or on behalf of City's agents, servants and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover,the City shall, at all times, defend, indemnify and hold the Agency, its commissioners, officials, officers, employees and agents harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of the failure by the City to AWN � 1 comply with all laws, ordinances or governmental regulations applicable to the City or the conduct of the 4 P:\Agendas\CommDevCommission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx City's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. 8.1.2 The City is and will be an independent contractor at all times and in every respect and not the agent of the Agency. Nothing contained herein and no direction or notification from the Agency or the Executive Director to the City shall be construed so as to create a partnership,joint venture or agency relationship between the parties hereto. 8.1.3 The Agency shall defend (if requested by the City), indemnify and save harmless the City and its commissioners, officials, officers, attorneys, employees and agents from all claims for all loss or damage to property, including loss of use thereof, and injury to persons resulting from the negligent performance under this Agreement, as well as from any claims made by or on behalf of the Agency's agents, servants and/or employees arising out of their employment or work pertaining to the operations under this Agreement;moreover,the Agency shall, at all times, defend, indemnify and hold the City, its commissioners, officials, officers, employees and agents harmless from and against any and all r liabilities, demand, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys' and witnesses fees, and expenses incident thereto, arising out the failure by the Agency to comply with all laws, ordinances or governmental regulations applicable to the Agency or the conduct of the Agency's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage,handling or disposal of petroleum products,hazardous materials or waste,or toxic substances. 8.1.4 The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as"attorney's fees"for the purposes of this Section 8.1. 8.2 Insurance. The City shall purchase and maintain in effect, at its own expense, during the term of this Agreement insurance from insurers acceptable to the Agency protecting said City, the Agency, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury, property damage, including loss of use thereof, which may arise or be alleged to have arisen, from the City's activities in connection with the performance of this Agreement, whether such 5 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx I 9 activities be of the City, the City's agent, or of anyone employed by the City. The types of insurance 9 ' coverage as well as the amounts of such coverage shall be as follows: s 3 8.2.1 The City shall furnish worker's compensation and employers' liability insurance as i 1 required by the laws of the State of California covering all persons employed by the City in the performance of the duties described herein. e 8.2.2 The City shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for any one accident or casualty, covering the performance of this Agreement. 8.2.3 Within ten (10) calendar days after the acceptance of this Agreement by the Agency, the City shall deliver to the Agency, certificates of insurance evidencing that insurance has been purchased by the City as required in Section 8.2.2 and copies of endorsements providing (i) thirty (30) i calendar days' prior written notice of cancellation,non-renewal or reduction in coverage by the insurers to the Agency, and (ii) automobile liability and comprehensive general liability insurance shall include the Agency, its commissioners, officials, officers, employees and agents as additional insureds. Said certificates of insurance and copies of endorsements shall be on file with the Agency at all times thereafter during the term of this Agreement. Failure of the City to provide the certificates of insurance or e 9 subsequent receipt by the Agency of a notice of cancellation of the insurance policy or policies by the City's insurance company or companies shall constitute a material breach of this Agreement and this Agreement may be terminated by the Agency upon written notice. All policies of insurance required and provided by the City under this Section 8.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the Agency, its commissioners,officials,officers, employees and agents. 8.2.4 Notwithstanding the foregoing, the City may substitute a bona fide self-insurance program for any of the insurance requirements indicated in this Section 8.2. The City shall provide the Agency with evidence of excess coverage upon written request. 8.2.5 The Agency shall purchase and maintain in effect, at its own expense, during the term of this Agreement insurance from insurers acceptable to the City protecting said Agency,the City, its commissioners,officers, employees and agents, against claims for bodily injury, including personal injury, 6 P:Wgendas\Comm Dev Commission\CDC 2011\2011-12 Budget dots\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx property damage, including loss of use thereof, which may arise or be alleged to have arisen, from the Agency's activities in connection with the performance of this Agreement, whether such activities be of the Agency,the Agency's agent, or of anyone employed by the Agency. The types of insurance coverage, as well as the amounts of such coverage shall be as follows: 8.2.6 The Agency shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the Agency in the performance of the duties described herein. 8.2.7 The Agency shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for any one accident or casualty, covering the performance of this Agreement. 8.2.8 Within ten (10) calendar days after the acceptance of this Agreement by the City, the Agency shall deliver to the City certificates of insurance evidencing that insurance has been purchased by the Agency as required in Section 8.2.7 and copies of endorsements providing (i) thirty (30) calendar days' prior written notice of cancellation,non-renewal or reduction in coverage by the insurers to the City, and (ii) automobile liability and comprehensive general liability insurance shall include the City, its commissioners, officials, officers, employees and agents as additional insureds. Said certificates of insurance and copies of endorsements shall be on file with the City at all times thereafter during the term of this Agreement. Failure of the Agency to provide the certificates of insurance or subsequent receipt by the City of a notice of cancellation of the insurance policy or policies by the Agency's insurance company or companies shall constitute a material breach of this Agreement and this Agreement may be terminated by the City upon written notice. All policies of insurance required and provided by the Agency under this Section 8.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the City, its commissioners, officials, officers, employees and agents. 8.2.9 Notwithstanding the foregoing, the Agency may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section 8.2. The Agency shall provide the City with evidence of excess coverage upon written request. P:\.Agendas\CommDevCommission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx 1 i a {i d 1 I 9. Miscellaneous. 9.1 Notices. Any and all notices required or permitted to be given hereunder shall be in writing and shall be personally delivered or mailed by certified or registered mail, return receipt requested, postage prepaid,to the respective parties at the addresses indicated below: f 3 If to Agency: Redevelopment Agency of the City of San Bernardino Attention: Emil A. Marzullo,Interim Executive Director 201 North"E" Street, Suite 301 San Bernardino,CA 92401 fl If to City: City of San Bernardino Attention: City Manager and City Clerk 300 North"D" Street San Bernardino, CA 92418 s 1 a t With copies to: City Finance Department Either party may change its address by a notice given to the other party in the manner set forth .�� above. Any notice given personally shall be deemed to have been given upon service and any notice 3 given by certified or registered mail shall be deemed to have been given on the third (3rd) business day after such notice is mailed. 1 9.2 Inte agr tion. This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. Neither of the parties has relied upon any oral or written representation or oral or written information given to it by any representative of the other party. 9.3 Severability. If one or more of the provisions of this Agreement is hereafter declared invalid or unenforceable by judicial, legislative or administrative authority of competent jurisdiction, the parties hereto agree that the invalidity or unenforceability of any of the provisions shall not in any way affect the validity or enforceability of any other provisions of this Agreement. 9.4 Amendment: Modification. No change or modification of the terms or provisions of this Agreement shall be deemed valid unless in writing and signed by both parties subject to governmental approval,as required from the respective governing bodies of the City and the Agency. �1rr/ p P:\Agendas\CommDevCommission\CDC2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx 9.5 Governing Law. This Agreement shall be construed,interpreted and applied in accordance with the laws of the State of California. 9.6 Waiver. No waiver of any breach or default shall be construed as a continuing waiver of any provision or as a waiver of any other or subsequent breach of any provision contained in this Agreement. 9.7 Headings. The headings of the Sections of this Agreement have been inserted for convenience of reference only and shall not affect the interpretation of any of the provisions of this Agreement. 9.8 Assi nment. Neither party hereto shall assign, hypothecate or otherwise transfer such party's rights hereunder, or delegate such party's duties hereunder,without the prior written consent of the other party hereto and approved by the governing body of each party. 9 P:Wgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Emil A. Marzullo, Interim Executive Director I Approved as to Form: By: Z-)24v Agency Courgel i CITY OF SAN BERNARDINO i By: Charles McNeely, City Manager i SEAL Approved as to Form: By: James F. Penman, City Attorney ATTEST: By: City Clerk 10 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx k 1 Y pp7i `[t t EXHIBIT "A" I DEBT ISSUANCES OF THE CITY AND AGENCY ! E i e i ! E E F i I I i A € ! s e i a i i i € i I 3 @t 4 E € 11 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-]0 EDA Budget-Master Services Agreement FY 11-12(C and n.docx w .h� y City of San Bernardino Economic Development Agency Schedule of Long-Term Debt by Project Area June 30, 2010 Southeast State Central City Industrial College North Park .. ___.. Tax Allocation Bonds: 1998A TAB Refunding $ - 19988 TAB Refunding - - - 2002A TAB Mt.Vernon Project - - - 2002A TAB Refunding Issue 8,203,640 1,021,599 4,784,171 2005A TAB Refunding 15,790,604 3,860,539 16,895,927 20058 TAB Refunding 6,929,847 893,511 4,075,393 2006 TAB(20%Set Aside)Taxable - - - Subtotal 30,924,091 5,775,649 25,755,491 Lease Revenue Bonds: 1997A Lease Revenue - - - 1996 Lease Revenue - - Subtotal - - Certificates of Participation: 1999 COP - 4,975,000 - A' -83- C I i i i c ontinued I II Low and Moderate South Central City Income a Northwest Tri-City Uptown Valle Projects Housing $ _ $ $ - $ - $ 11,695,000 $ - _ - - - 5,655,000 - 3,700,890 3,885,935 705,483 1,083,282 - 2,129,004 5,121,565 1,252,622 2,429,739 - 1,521,838 2,731,671 993,812 748,928 - - 24,285,000 I 7,351,732 11,739,171 2,951,917 4,261,949 17,350,000 24,285,000 f _ _ - - 3,345,000 - - 9,065,000 - 12,410,000 1,790,000 4,685,000 506,637 506,637 - $ 7,351,732 $ 11,739,171 $ 2,951,917 $ 6,051,949 $ 34,951,637 $ 24,285,000 Ai;. -84- Citv of San Bernardino Economic Development Agency Schedule of I ong-Term Debt by Project Area June 30, 2010 Mt. Vernon Community Business Development Corridor Block Grant Total Tax Allocation Bonds: 1998A TAB Refunding $ - $ - $ 11,695,000 1998B TAB Refunding - - 5,655.000 2002A TAB Mt. Vernon Project 3,165,000 3,165,000 2002A TAB Refunding Issue - - 23,385,000 2005A TAB Refunding - - 47,480,000 2005B TAB Refunding - - 17,895,000 2006 TAB (20% Set Aside) Taxable - - 24,285,000 Subtotal 3,165,000 - 133,560,000 Lease Revenue Bonds: 1997A Lease Revenue - - 3,345,000 1996 Lease Revenue - 9,065,000 Subtotal - 12,410,000 Certificates of Participation: 1999 COP - 11,450,000 Notes Payable: Hud Section 108 Cinema - 4,240,000 Hud Section 108 Arden Guthrie - 7,500,000 7,500,000 Reynolds 506,637 CMB Infrastructure Investment Group - - 2,500,000 Subtotal - 7,500,000 14,746,637 Contracts Payable: Yellow Freight 398,996 - 398,996 Total $ 3,563,996 $ 7,500,000 $ 172,565,633 -85- EXHIBIT "B" ALLOCATION OF CERTAIN COST ITEMS TO THE AGENCY (INCLUDING DESCRIPTION OF CITY SERVICES TO BE PROVIDED TO THE AGENCY) 1. $125,000 Human Resources and Risk Management. Human Resources: • Recruitment/Selection services — Coordinate hiring process with department, develop recruitment plan, and advertise, screen applicants, schedule testing/interviews, write/review interview questions for legal compliance, conduct background check on applicants, conduct employee orientation. • Selection services—Coordinate background review of applicant, write letters of conditional offer, schedule physical examination, prepare Personnel Action Forms, schedule employee orientation. • Classification services — Develop and update job descriptions, conduct classification studies,review and respond to reclassification requests, conduct salary surveys. • Training — Provide/coordinate mandated training to employees on Sexual Harassment/Discrimination and Supervisory Skills, as well as other training include EDA employees in the City Management Development Program (succession planning). • Employee Relations — Advise managers on employee performance/disciplinary issues, administer FMLA, create/update HR related policies and procedures, review existing p ersonnel files for compliance with law and make changes as necessary. • Benefit Services —Assist employees ees wit h insurance, retirement and other benefit problems, analyze existing CalPERS health benefits to City health benefits for cost savings/benefit enhancements. • Employee Personnel Files — Maintain employee personnel files and separate employee medical files. • EEO — Investigate complaints of harassment/discrimination, respond to DFEH/EEOC complaints, and provide mandated EEO information. Risk Management: • Assist managers and supervisors in conducting training seminars to provide employees with information regarding safe work practices and accident prevention methods. • Investigate, document, verify, review, negotiate, adjust and settle claims against the EDA. • Conduct field surveys of EDA properties and facilities to identify potential hazards and safety violations. • Evaluate, identify, and determine methods to improve or correct workplace hazards. • Advise EDA on Cal/OSHA and Federal/OSHA regulations. • Advise EDA managers, supervisors, and employees on accident prevention and elimination of unsafe working conditions. 12 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx Investigate employee accidents for committee review in order to determine preventability. • Perform a variety of administrative tasks in the City's self-insurance and insurance programs to include the maintenance of records. • Gather data for preparation of insurance applications and budget allocations. • Analyze accident and damage reports for potential subrogation actions and liability exposure. • Coordinate with DMV Pull Notice Program and assist in instructing staff on defensive driving procedures. Establish and maintain a variety of files and records regarding safety compliance issues. • Serve as EDA representative when an enforcement agency (EPA, AQMD, CAL/OSHA, Federal/OSHA) inspector is conducting an inspection or investigation. 2. CATV On February 2, 2009, the Mayor and Common Council (Resolution No. 2009-23) and the Community Development Commission (Resolution No.CDC/2009-5) approved an Agreement related to the transfer of the CATV employees from the City to the Agency. Included in said Agreement were provisions related to the provision of and payment for certain direct services by the City to the Agency on behalf of the CATV employees. Currently, the only services provided by the City to the Agency are phone and fleet services. These services per the Agreement are being billed at the "actual cost" for the � provision of the services directly to the Agency. 3. $90,000 Call Center Agency agrees to pay $90,000 toward the first year funding (FY 2011-2012) for the initiation of the City Call Center. This cost is anticipated to fund necessary equipment and one Call Center staff member. The Call Center is expected to answer calls related to the Agency and transfer appropriate calls to the Agency. Call takers will be trained with regard to Agency related projects and programs. This effort is also intended to reduce the number of non- Agency related calls on Fridays when City offices are closed. 13 P:\Agendas\CommDevCommission\CDC2011\2011-l2 Budget dots\06-23-10 EDA Budget-Master Services Agreement FY 11-12(C and 1).docx EXHIBIT "C" OTHER AGENCY ASSUMED CITY COST ITEMS Economic Development Agency City of San Bernardino List of Agency Funded City Obligations Prepared June 1, 2011 FY 10-11 FY 11-12 City Obligations/Expenditure -Budgeted Amount Amount A. Revenues not received by Agency- Budget reductions 1 South Valle COP Bond City reimbursement 176,000 176,250 2 City sales tax reimbursements (La Curacao est) 140,000 140,000 3 City payment HUB project costs $6.9 million notes est 600,000 600,000 4 Rent and utilities to EDA for 201 N and 1350 S E buildings 216,000 183,000 B. Expenditures of Agency Budget additions/on-going 1 Commission/Chairperson's office 211,250 211,250 2 Council offices 145,000 145,000 3 City Attorney Investigators/legal services 200,000 100,000 4 City Finance admin water credit program 8,000 8,000 5 City Mobile Home Inspection 32,800 32,800 6 City Parks and Rec landscaping maintenance 300,000 0 7 City portion Welcome Center 25,000 25,000 8 PIO Services 13,000 0 9 City HR services to Agency 125,000 125,000 10 Carousel Mall security 440,000 440,000 ir 11 Carousel Mall maintenance/utilities (Direct payment) 375,000 375,000 12 Carousel Mall janitorial 20,000 20,000 13 Police costs related to Carousel Mall 300,900 300,900 14 SB Convention and Visitor's Bureau 200,000 200,000 15 Operation Phoenix utility costs 12,000 12,000 16 Enterprise Zone expenditures 41,900 48,175 17 IEEP/ Film Commission 50,000 50,000 18 Code Displacement City Attorney Office 200,000 125,000 19 COP payment Central Police Dept Building 490,000 490,062 20 Library debt bond payment 690,000 690,000 21 Bond debt service Police Facility ($9 million matures 2026) 765,000 490,000 22 Bond debt service Stadium ($13 million matures 2026) 1,190,000 1,190,000 23 Bond debt service Soccer Park ($2.9 million matures 2026) 255,000 255,000 24 State Lobbyist 20,000 0 25 Federal Lobbyist 22,500 0 26 Call Center 0 90,000 Total including other on-going Agency expenditures 7,264,350 522.437 I RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE 3 EXECUTION AND DELIVERY OF AN AGENCY-CITY 2011-2012 LOAN 4 AGREEMENT AND 2011-2012 NOTE OF THE CITY OF SAN BERNARDINO ("CITY") PAYABLE TO THE REDEVELOPMENT AGENCY OF THE CITY 5 OF SAN BERNARDINO ("AGENCY") IN THE PRINCIPAL AMOUNT EQUAL TO $1,356,250 FOR THE REPAYMENT OF THE $1,332,925 6 PRINCIPAL AMOUNT OF THE 2010-2011 NOTE FROM THE CITY TO THE AGENCY 7 8 WHEREAS, the City of San Bernardino, California (the "City"), is a municipal corporation 9 and a charter City duly created and existing pursuant to the Constitution and the laws of the State of 10 California; and 11 WHEREAS, the Community Development Commission of the City of San Bernardino (the 12 "Commission") acting on behalf of the Redevelopment Agency of the City of San Bernardino (the 13 "Agency"), is a redevelopment agency, a public body, corporate and politic of the State of 14 California, organized and existing pursuant to the Community Redevelopment Law (Part 1 of 15 Division 24 commencing with Section 33000) of the Health and Safety Code of the State of 16 California(the"Act"); and 17 WHEREAS, the City and the Agency previously entered into that certain loan agreement 18 designated as the "Loan Agreement" dated as of June 28, 2010 (the "Agency-City 2010-2011 Loan 19 Agreement") and that certain Revenue Anticipation Note, dated as of June 28, 2010 (the "2010-2011 20 Note") in the original principal amount equal to $1,332,925 which pursuant to the terms of the 21 applicable loan agreement was required to be repaid by the City to the Agency, together with 22 interest at the rate of interest per annum as set forth in the Agency-City 2010-2011 Loan Agreement, 23 on or before June 30, 2011. Due to the severe financial crisis that the City continues to experience 24 and the financial inability of the City to timely repay the principal of and interest on the Agency- 25 City 2010-11 Loan Agreement, the City now desires to extend the final date for the remittance of all 26 payments of the principal of and interest on the Agency-City 2010-2011 Loan Agreement to June 27 30, 2012. The current outstanding balance of the Agency-City 2010-11 Loan Agreement, together 28 1 PAAgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-i I EDA Budget Adoption-City Note CDC Reso J.docx J _. 3 7 1 with accrued and unpaid interest thereon, is equal to $1,356,250 (the "2011-2012 Outstanding 2 Balance"); and 3 WHEREAS, it is appropriate at this time for the Commission to approve and authorize the 4 execution and delivery of an Interim Loan Agreement (the "Agency-City 2011-2012 Loan 5 Agreement") and a Revenue Anticipation Note of the City (the "2011-2012 Note") payable to the 6 Agency in the principal amount equal to $1,356,250 for the repayment of the 2010-2011 Note. 7 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 8 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 9 FOLLOWS: 10 Section 1. The Recitals hereinabove are true and correct and are incorporated herein by 11 this reference. 12 Section 2. The Commission hereby approves the Agency-City 2011-2012 Loan 13 Agreement in the form as attached to this Resolution as Exhibit "A" and hereby approves the 2011- 14 2012 Note in the form as attached to this Resolution as Exhibit B with such changes thereto as 15 may be approved by the Interim Executive Director of the Agency when such terms and conditions 16 have been ascertained. 17 Section 3. This Resolution shall take effect from and after its date of adoption by this 18 Commission. 19 20 21 22 23 24 25 26 27 28 2 P:\Agendas%Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption-City Note CDC Reso J.docx RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF 1 THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE 2 EXECUTION AND DELIVERY OF AN AGENCY-CITY 2011-2012 LOAN AGREEMENT AND 2011-2012 NOTE OF THE CITY OF SAN BERNARDINO 3 ("CITY") PAYABLE TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") IN THE PRINCIPAL AMOUNT 4 EQUAL TO $1,356,250 FOR THE REPAYMENT OF THE $1,332,925 5 PRINCIPAL AMOUNT OF THE 2010-2011 NOTE FROM THE CITY TO 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 , 2011, by the following vote to wit: 9 Commission Members: Ayes Nays Abstain Absent 10 MARQUEZ 11 VACANT 12 BRINKER 13 SHORETT 14 KELLEY 15 JOHNSON I 16 MC CAMMACK 17 I 18 j 19 Secretary 20 The foregoing Resolution is hereby approved this day of 12011. 21 22 23 Patrick J. Morris, Chairperson Community Development Commission 24 of the City of San Bernardino 25 Approved as to Form: 26 By: 27 � h'z�1 Agency Counsel 28 3 P:\Agendas\CommDevCommission\CDC2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption-City Note CDC Reso J.docx EXHIBIT "A" 0 1 Z Agency-City 2011-2012 Loan Agreement 3 4 5 6 7 8 9 10 11 12 13 14 � 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption-City Note CDC Reso J.docx LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") is entered into as of this 30th day of June, 2011, by and between the City of San Bernardino, a charter city, organized under the Constitution and laws of the State of California (the "Borrower" or the "City"), and the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Lender" or the "Agency"). In this Agreement, any reference to a"Party" shall mean either the Borrower or the Lender and any reference to the"Parties" shall collectively mean both the Borrower and the Lender. RECITALS WHEREAS, the Borrower desires to borrow funds from the Lender in accordance with and pursuant to this Agreement and the Revenue Anticipation Note (as defined below); and WHEREAS, the Borrower is of the reasonable understanding that adequate financial resources will be made available to repay the financial obligations incurred by the Borrower pursuant to this Agreement within the current fiscal year of the Borrower, and the Borrower does not intend to seek to have the financial obligations of this Agreement and the Revenue Anticipation Note forgiven or otherwise compromised to the financial detriment of the Lender; and WHEREAS, the Parties intend that this Agreement and the Revenue Anticipation Note be deemed for all purposes to be a legally enforceable contractual obligation between the Parties in full compliance with the City Charter and all other applicable provisions of California law with respect to the City and the limitations on the incurring of long-term debt obligations and in full compliance with all requirements of the Community Redevelopment Law ("CRL") with respect to the Agency for the use and investment of tax increment revenues of the Agency pending the final disposition or ultimate use of such assets of the Agency in furtherance of its redevelopment purposes and in compliance with the CRL; and WHEREAS, the Agency loaned an amount equal to $1,332,925 which together with accrued and unpaid interest is equal to $1,356,250 pursuant to that certain promissory note (the "2010-2011 Note") and loan agreement duly approved and executed by the Parties for the 2010-2011 fiscal year of the Parties (the "2010-2011 Loan"); and WHEREAS, the Lender desires to make one (1) principal advance to the Borrower in accordance with and pursuant to this Agreement and the Revenue Anticipation Note for the sole purpose of repaying in full the principal and accrued and unpaid interest, with respect to the 2010- 2011 Note. NOW, THEREFORE, in consideration of the above recitals of this Agreement, and for such other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1 PAgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Loan Agreement(B and 1).docx 1. The Loan. The Lender shall loan to the Borrower a principal amount not to exceed One Million Three Hundred Fifty-Six Thousand Two Hundred Fifty Dollars ($1,356,250), (the "Loan"), as evidenced by the 2011-2012 Revenue Anticipation Note, dated concurrently herewith, as executed by the Borrower in favor of the Lender (the "Revenue Anticipation Note" or the "Note"). The Lender shall make one (1) advance of principal to or for the account of the Borrower in the principal amount not to exceed One Million Three Hundred Fifty-Six Thousand Two Hundred Fifty Dollars ($1,356,250), in the aggregate, subject to the terms, covenants and conditions of the Revenue Anticipation Note and this Agreement. The Loan is not a revolving loan, and any amount of the Loan repaid by the Borrower to the Lender may not be re-borrowed by the Borrower. Upon three (3) business days' prior written notice from the Borrower to the Lender, the Lender shall disburse to the Borrower the requested advance under the Revenue Anticipation Note. The purpose of such advance shall be deemed to have been made for purposes of repaying in whole the principal amount and accrued and unpaid interest on the 2010-2011 Loan and for no other purposes. 2. Interest. Interest shall accrue and compound daily at the per annum interest rate of 1.75% (the "Interest Rate") on the unpaid principal balance of the Loan advance made by the Lender to the Borrower commencing on the date of disbursement of the Loan advance by the Lender to the Borrower until paid in full by the Borrower to the Lender, in accordance with and subject to the terms, covenants and conditions of the Revenue Anticipation Note and this Agreement. Interest shall be calculated on the actual number of days in a year equal to either 365 or 366 days and such calculation of interest shall be compounded on a daily basis while any amount of the Indebtedness remains unpaid and outstanding. In the Event of a Default (as defined in Section 7 of this Agreement), interest shall accrue at the Default Interest Rate (as defined in Section 4 of this Agreement) on the Indebtedness (as defined in Section 4 of this Agreement) from the Maturity Date (as defined in Section 4 of this Agreement) until paid in full by the Borrower to the Lender. 3. Pre.payment. The unpaid principal amount and any interest owing under the Revenue Anticipation Note may be prepaid by the Borrower to the Lender, at any time, in whole or in part, without premium or penalty, prior to the Maturity Date together with accrued and unpaid interest to the date of any such prepayment. 4. Repayment of the Loan Principal and Interest. No periodic payments of either (i) principal and interest, or (ii) interest-only, are due and payable by the Borrower to the Lender during the term of the Revenue Anticipation Note. On June 30, 2012 (the "Maturity Date"), the Borrower shall pay to the Lender the unpaid principal amount advanced by the Lender to the Borrower under the Revenue Anticipation Note, and all accrued and unpaid interest at the Interest Rate accruing from the date of the Revenue Anticipation Note on the unpaid principal amount advanced by the Lender to the Borrower under the Revenue Anticipation Note, and any other amounts due under the Revenue Anticipation Note and this Agreement, including, without limitation, attorneys' fees and court costs (collectively, the "Indebtedness"). If the Borrower 2 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Loan Agreement(B and.1).docx t fails to pay the Indebtedness to the Lender on the Maturity Date, the Borrower shall pay to the Lender, on written demand from the Lender, a late charge in the amount of three percent (3%) of the unpaid principal amount of the Loan. Further, without notice or demand from the Lender to the Borrower, interest shall accrue on the Indebtedness at the rate of the Interest Rate plus two (2) percentage points (i.e., two hundred (200) basis points) (the "Default Interest Rate") from the Maturity Date until the Indebtedness is paid by the Borrower to the Lender in full, should the Borrower fail or refuse to pay to the Lender the Indebtedness due on the Maturity Date. The Lender shall charge the Borrower no origination points or loan fees in connection with the making of the Loan by the Lender to the Borrower. 5. No Security, Borrower Payment Covenant. The Loan is not secured by the pledge of, the assignment of, or the granting of any security interest in, the assets, funds, revenues or properties of the Borrower but this Loan shall be a general obligation of the City in accordance with Government Code Section 53857. Further, the obligations of the Borrower under the Revenue Anticipation Note and under this Agreement are not guaranteed by any entity or individual. The Borrower hereby agrees and covenants to appropriate funds to permit the Borrower to pay to the Lender the Indebtedness on or before the Maturity Date. 6. Representations, Warranties and Covenants of Borrower. 4 The Borrower represents, warrants and covenants to the Lender, as follows: (a) The Borrower is a charter city, has been duly organized under the laws and } Constitution of the State of California and has the power and authority to enter into this Agreement and to incur the obligations under the Revenue Anticipation Note. (b) The execution of this Agreement and of the Revenue Anticipation Note has been duly authorized by the Mayor and Common Council of the City of San Bernardino as the legislative body of the Borrower and such execution does not require the approval or consent of any other governmental entity. a I (c) No governmental or regulatory approvals that have not been previously obtained by the Borrower are required for the due approval, execution and delivery by the Borrower of this Agreement and of the Revenue Anticipation Note. (d) This Agreement and the Revenue Anticipation Note have been, and will be, duly executed and delivered by the Borrower and this Agreement and the Revenue Anticipation Note do, and will, constitute valid and binding obligations of the Borrower, payable from the revenues, funds and assets, generally, of the Borrower as set forth herein and in the Revenue Anticipation Note. (e) The Borrower shall deliver to the Lender, within thirty (30) calendar days after receipt by the Borrower of written request from the Lender, audit statements and budgets, financial statements and/or such any other information, studies and reports (singularly and collectively, the "Reports") requested by the Lender, as prepared by the Borrower at its sole cost and expense, which Reports shall be reasonably acceptable to the Lender. 3 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Loan Agreement(B and J).docx (f) The representations, warranties and covenants of the Borrower contained in this Agreement and in the Recitals hereof shall be true and correct in all material respects on and as of the date that the Lender disburses the Loan advance under the Revenue Anticipation Note and under this Agreement (the "Funding Date"), with the same force and effect as though such representations, warranties and covenants had been made on such Funding Date. (g) On such Funding Date, the Borrower shall not be in default under the Revenue Anticipation Note or under this Agreement. The Borrower shall not, to the best of the Borrower's knowledge, contravene any provision of federal, state, municipal or local law, statute, rule or regulation, as amended from time to time, and the Borrower shall not conflict or be inconsistent with or result in any breach of any terms, covenants or provisions of, or constitute a default under, or result in the creation or imposition of a lien pursuant to the terms of any loan agreement, credit agreement or any other agreement, contract or instrument to which the Borrower is a parry or by which the Borrower is bound or to which the Borrower may be subject. 7. Events of Default. (a) By Lender. The following shall constitute an event of default by the Lender: (i) the failure by the Lender to fund the Loan in accordance with the Revenue Anticipation Note and this Agreement within thirty (30) calendar days after the written request by the Borrower to the Lender, provided the Borrower is not in default under the Revenue Anticipation Note or this Agreement. (b) By Borrower. The failure by the Borrower to pay to the Lender the Indebtedness on or before the Maturity Date shall constitute an event of default by the Borrower. 8. Remedies. Upon a default by the Lender, the Borrower may seek appropriate legal, injunctive or equitable relief to enforce the obligations of the Lender under this Agreement. Upon a default by the Borrower, the Lender may institute any proceeding at law or in equity to enforce the obligations of the Borrower under the Revenue Anticipation Note and/or under this Agreement. In any action brought under this Agreement, the prevailing Party shall be entitled to reimbursement from the other Party of its costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) in bringing such action. Reasonable attorneys' fees shall include, without limitation, the costs, salary and expenses of the City Attorney for the City, and members of his office in enforcing this Agreement and/or the Revenue Anticipation Note. j 9. Assignment. i I The Lender shall be entitled to, and may assign this Agreement and the Revenue Anticipation Note and the Lender's right to receive the Indebtedness under the Revenue Anticipation Note and under this Agreement to any other entity or individual, without obtaining the prior consent ' from the Borrower. The Borrower shall not delegate its obligations under this Agreement and/or under the Revenue Anticipation Note, without the prior written consent of the Lender, which written consent may be given or withheld in the sole and absolute discretion of the Lender. dr 4 PAAgendaAComm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Loan Agreement(B and J).docx 10. Term. This Agreement shall terminate upon the payment in full b the Borrower to the Lender �' p p Ym Y of the Indebtedness. 11. Notices. Notices shall be presented in person or by certified or registered United States mail, return receipt requested, postage prepaid, or by overnight delivery made by a nationally recognized delivery service to the addresses noted below. Notice presented by United States mail shall be deemed effective the second business day after deposit with the United States Postal Service. This Section shall not prevent giving notice by personal service or telephonically verified fax transmission, which shall be deemed effective upon actual receipt of such personal service or telephonic verification. Either Party may change its address for receipt of written notice by so notifying the other Party in writing. To Lender: Redevelopment Agency of the City of San Bernardino 201 North"E" Street, Suite 301 San Bernardino, California 92401 Attention: Emil A. Marzullo, Interim Executive Director Phone: (909) 663-1044 Fax: (909) 888-9413 To Borrower: City of San Bernardino 300 North"D" Street, Sixth Floor San Bernardino, California 92418 Attention: Charles McNeely, City Manager Phone: (909) 384-5122 Fax: (909) 384-5138 12. Governing;Law; Jurisdiction. This Agreement shall be governed by the laws of the State of California, and in the event either Parry seeks judicial relief or seeks to enforce or to interpret any provision of this Agreement and/or the Revenue Anticipation Note, such actions shall be filed in the Superior Court of San Bernardino County, State of California, Main Branch, in the City of San Bernardino, California. 13. Entire Agreement. This Agreement and the Revenue Anticipation Note constitute the entire agreement between the Parties and may not be amended without the prior written consent of the Parties hereto. This Agreement and the Revenue Anticipation Note supersede all prior negotiations, discussions and previous agreements between the Parties concerning the subject matter herein and therein. The Parties intend this Agreement and the Revenue Anticipation Note to be the final expression of their agreement with respect to the terms herein and a complete and exclusive statement of such terms. No modification, amendment or waiver of any term herein shall be binding unless executed in writing by the Parties hereto. 5 PAAgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Loan Agmement(B and 1).docx ° -_ �IIIlatil 14. Amendment. This Agreement and the Revenue Anticipation Note may be amended and the times for performance hereunder and pursuant to the Revenue Anticipation Note may be extended as deemed necessary by written instruments duly approved and executed by the Parties hereto and thereto and approved by the respective governing bodies of the Parties. Any such amendments or modifications shall be valid, binding and legally enforceable only if in written form and executed by the Parties hereto after the same have been duly approved and authorized for execution. 15. Severability. Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall be declared invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the extent permitted by law. 16. No Waiver by the Lender. No waiver of any breach, default or failure of condition under the terms of the Revenue Anticipation Note or under this Agreement shall be thereby implied from any failure of the Lender to take, or any delay by the Lender in taking action with respect to such breach, default or failure or from any previous waiver of any similar or related breach, default or failure; and a waiver of any term of the Revenue Anticipation Note or this Agreement must be made in writing and shall be limited to the express written terms of such waiver. Borrower waives presentment, protest and demand, notice of protest, demand and dishonor, and any and all other notices or matters of a like nature. 17. Successors and Assigns. The promises and agreements herein contained shall bind and inure to the benefit of, as applicable, the respective administrators, successors and assigns of the Parties. !, 6 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget dots\06-23-11 EDA Budget-Loan Agreement(B and J).docx IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above. LENDER Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic By: Emil A. Marzullo, Interim Executive Director Approved as to Form and Legal Content: By: -7 ;Y )&/�414' Agency Couns " BORROWER City of San Bernardino, a charter city By: Charles McNeely, City Manager (SEAL) ATTEST: i By: City Clerk Approved as to Form: By: City Attorney r 7 PAAgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Loan Agreement(B and J).docx EXHIBIT "B" 1 2 2011-2012 Note 3 4 5 6 7 8 9 10 11 12 13 10� 14 15 16 17 18 19 20 21 22 23 24 25 26 NEW 27 28 5 P:Wgendas\Comm Dev Commission\CDC 2011\2011-12 Budget dots\06.23-11 EDA Budget Adoption-City Note CDC Reso J.docx REVENUE ANTICIPATION NOTE $1,356,250 June 30, 2011 FOR VALUE RECEIVED, the undersigned, the City of San Bernardino, a charter city organized under the laws of the State of California (the "Borrower" or the "City"), hereby promises to pay to the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Lender" or the "Agency"), or to order, at the following address, 201 North "E" Street, Suite 301, San Bernardino, California 92401, or at such other place as the Lender may from time to time designate by written notice to the Borrower, in lawful money of the United States, the principal sum of One Million Three Hundred Fifty-Six Thousand Two Hundred Fifty Dollars ($1,356,250), with interest in accordance with this Revenue Anticipation Note on the unpaid principal balance from the date of this Revenue Anticipation Note, and all other amounts due under this Revenue Anticipation Note, until paid in full by the Borrower to the Lender. The obligation of the Borrower with respect to this Note is also governed by the loan agreement, as executed by and between the Borrower and the Lender concurrently herewith(the "Loan Agreement"). 1. Principal Advance. This 2011-12 Revenue Anticipation Note (this "Note" or this "Revenue Anticipation Note") evidences the obligation of the Borrower to the Lender for the repayment of the loan (the "Loan") made by the Borrower to the Lender under this Revenue Anticipation Note and under the Loan Agreement. The Lender may make one (1) advance of principal to the Borrower in the principal amount not to exceed One Million Three Hundred Fifty-Six Thousand Two Hundred Fifty Dollars ($1,356,250), in the aggregate, subject to the terms, covenants and conditions of this Revenue Anticipation Note and the Loan Agreement. The Loan is not a revolving loan, and any amount of the Loan repaid by the Borrower to the Lender may not be re-borrowed by the Borrower. Upon three (3) business days' prior written notice from the Borrower to the Lender, the Lender shall disburse to the Borrower the requested advance under this Revenue Anticipation Note. 2. Interest. Interest shall accrue and compound daily at the per annum interest rate of 1.75% (the "Interest Rate") on the unpaid principal balance of the Loan advance made by the Lender to the Borrower commencing on the date of disbursement of the Loan advance by the Lender to the Borrower until paid in full by the Borrower to the Lender, in accordance with and subject to the terms, covenants and conditions of this Revenue Anticipation Note and the Loan Agreement. Interest shall be calculated on the actual number of days in a year equal to either 365 or 366 days and such calculation of interest shall be compounded on a daily basis while any amount of the Indebtedness remains unpaid and outstanding. In the Event of a Default (as defined in Section 5) under this Revenue Anticipation Note, interest shall accrue at the Default Interest Rate (as defined in Section 4) on the Indebtedness (as defined in Section 4) from the Maturity Date until paid in full by the Borrower to the Lender. 3. Prepayment. The unpaid principal amount and any interest owing under this Revenue Anticipation Note may be prepaid by the Borrower to the Lender, at any time, in whole or in part, without premium or penalty,prior to the Maturity Date. 1 P:\Agendas\CommDevCommission\CDC 2011\2011-12 Budget dots\06-23-11 EDA Budget-Revenue Anticipation Note(Band J).docx 4. Repayment of Loan Principal and Interest. No periodic payments of either (i) principal and interest, or(ii) interest-only, are due and payable by the Borrower to the Lender during the term of this Revenue Anticipation Note. On June 30, 2012 (the "Maturity Date"),the Borrower shall pay to the Lender the unpaid principal amount advanced by the Lender to the Borrower under this Revenue Anticipation Note and all accrued and unpaid interest at the Interest Rate (as defined in Section 2) , and any other amounts due under this Revenue Anticipation Note and the Loan Agreement, including, without limitation attorneys' fees and court costs (collectively, the "Indebtedness"). If the Borrower fails to pay the Indebtedness to the Lender on the Maturity Date, the Borrower shall pay to the Lender, on written demand from the Lender, a late charge in the amount of three percent (3%) of the unpaid principal amount of the Loan. Further, without notice or demand from the Lender to the Borrower, interest shall accrue on the Indebtedness at the rate of the Interest Rate plus two (2) percentage points (i.e., two hundred (200) basis points) (the "Default Interest Rate") from the Maturity Date until the Indebtedness is paid by the Borrower to the Lender in full, should the Borrower fail or refuse to pay to the Lender the Indebtedness due on the Maturity Date. 5. Acceleration of Payment. The Indebtedness of this Loan shall become immediately due and payable by the Borrower to the Lender, at the option of the holder and without demand or notice from the Lender to the Borrower, should the Borrower fail to pay any amount due and payable under this Revenue Anticipation Note or under the Loan Agreement (and "Event of Default"). Upon the occurrence of an Event of Default, the Lender shall be permitted to exercise and enforce all rights and remedies available to the Lender, under this Revenue Anticipation Note, under this Loan Agreement, at law or in equity. 6. Application of Payments. All payments received on account of this Revenue Anticipation Note shall first be applied to all attorneys' fees, court costs and all other costs due under this Revenue Anticipation Note and under the Loan Agreement, then to all accrued and unpaid interest due under this Revenue Anticipation Note, and then to the reduction of the unpaid principal amount. 7. Attorneys' Fees. The Borrower hereby agrees to pay all costs and expenses, including reasonable attorneys' fees, which may be incurred by the Lender in the enforcement of this Revenue Anticipation Note. For purposes of this Revenue Anticipation Note, attorneys' fees shall include, without limitation, the costs, salary and expenses of the City Attorney for the City, and members of his office in enforcing this Revenue Anticipation Note. 8. Notices. Except as may be otherwise specified herein, any approval, notice, direction, consent, request or other action by the Lender shall be in writing and must be communicated to the Borrower at 300 North "D" Street, City Hall, Sixth Floor, San Bernardino, State of California, to the attention of the City Manager, or at such other place or places as the Borrower shall designate to the Lender in writing, from time to time, for the receipt of communications from the Lender. Notice shall be given as provided in Section 11 of the Loan Agreement. 9. Governing Law. This Revenue Anticipation Note shall be construed in accordance with and be governed by the laws of the State of California with venue as provided in the Loan Agreement. 2 MAgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Revenue Anticipation Note(B and J).doez 10. Severability. If any provision of this Revenue Anticipation Note shall be declared invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby and such remaining provisions shall be valid and enforceable to the extent permitted by law. 11. No Waiver by the Lender. No waiver of any breach, default or failure of condition under the terms of this Revenue Anticipation Note or under the Loan Agreement shall be thereby be implied from any failure of the Lender to take, or any delay by the Lender in taking action with respect to such breach, default or failure or from any previous waiver of any similar or related breach, default or failure; and a waiver of any term of this Revenue Anticipation Note or the Loan Agreement must be made in writing and shall be limited to the express written terms of such waiver. Borrower waives presentment, protest and demand, notice of protest, demand and dishonor; and any and all other notices or matters of a like nature. 12. Usury/Maximum Interest Rate. All agreements between the Borrower and the Lender are expressly limited, so that in no event or contingency, whether because of the advancement of the proceeds of this Revenue Anticipation Note, acceleration of maturity of the unpaid principal balance, or otherwise, shall the amount paid or agreed to be paid to the Lender for the use, forbearance, or retention of the money to be advanced under this Revenue Anticipation Note exceed the highest lawful rate permissible under applicable usury or other laws governing interests rates for public agencies. 13. Successors and Assigns. The promises and agreements herein contained shall bind and inure to the benefit of, as applicable, the respective administrators, successors and assigns of the parties. Executed as of the date set forth above at San Bernardino, California. City of San Bernardino By: Charles McNeely, City Manager Approved as to Form: By: James F. Penman, City Attorney 3 PAAgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget-Revenue Anticipation Note(B and J).docx 1 RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF 3 THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE 4 ECONOMIC DEVELOPMENT AGENCY TO CONTINUE EXPENDITURES, EXCEPT FOR THOSE PORTIONS OF CERTAIN BUDGET LINES WHICH 5 ARE RELATED TO THE UPTOWN AND CENTRAL CITY PROJECTS REDEVELOPMENT PROJECT AREAS, AT THE BUDGETED LEVEL FOR 6 THE 2010-2011 FISCAL YEAR, WITH ALLOWANCE FOR THOSE BUDGETED ITEMS HAVING PRIOR COMMISSION APPROVAL, 7 PENDING FINAL APPROVAL OF THE 2011-2012 BUDGET 8 9 WHEREAS, the Community Development Commission of the City of San Bernardino 10 ("Commission"), having budget hearings on June 23, 2011, June 28, 2011 and June 29, 2011, 11 desires to continue the fiscal year 2011-2012 expenditures, except for those portions of certain 12 Budget Lines which are related to the Economic Development Agency Uptown and Central City 13 Projects Redevelopment Project Areas, at the budgeted level for the 2010-2011 fiscal year, with 14 allowance for those budgeted items having prior Commission approval, pending final approval of 15 the fiscal year 2011-2012 budget. 16 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 17 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 18 FOLLOWS: Section 1. The Commission hereby authorizes the Agency to continue fiscal year 2011- 19 2012 expenditures, except for those portions of Budget Lines 4011, 4012, 4200, 4500, 4801 4900, 20 21 4940, 5010-5024, 6002 through 6004, 6007 through 6012, 6014, 6016 through 6018, 6020, 6021, 22 6103, 6104, 6301-6306, 6401, 6402, 6500, 6600, 6703, 7001-7003, 7102, 7302, 7403, 8002, 8003 23 which are related to the Uptown Redevelopment Project Area, at the budgeted level for the 2010- Z4 2011 fiscal year, with allowance for those budgeted items having prior Commission approval, 25 pending final approval of the 2011-2012 budget. 26 Section 2. The Commission hereby authorizes the Agency to continue fiscal year 2011- 27 28 2012 expenditures, except for those portions of Budget Lines 4012, 4019, 4200, 4500, 4801, 4810, 1 P:\Agendas\CommDevCommission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption Uptown FY 11-12-Alternate CDC Reso D.docx 1 4900, 4940, 5010-5024, 6104, 6301-6306, 6401, 6402, 6500, 6600, 7102, 7302, 7403, 8003 which 2 are related to the Central City Projects Redevelopment Area, at the budgeted level for the 2010-2012 3 fiscal year, with allowance for those budgeted items having prior Commission approval, pending 4 final approval of the 2011-2012 budget. 5 Section 3. This Resolution shall take effect from and after its date of adoption by this 6 Commission. 7 8 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption Uptown FY 11-12-Alternate CDC Reso D.docx 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE 2 ECONOMIC DEVELOPMENT AGENCY TO CONTINUE EXPENDITURES, EXCEPT FOR THOSE PORTIONS OF CERTAIN BUDGET LINES WHICH 3 ARE RELATED TO THE UPTOWN AND CENTRAL CITY PROJECTS REDEVELOPMENT PROJECT AREAS, AT THE BUDGETED LEVEL FOR 4 THE 2010-2011 FISCAL YEAR, WITH ALLOWANCE FOR THOSE 5 BUDGETED ITEMS HAVING PRIOR COMMISSION APPROVAL, PENDING FINAL APPROVAL OF THE 2011-2012 BUDGET 6 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 8 Development Commission of the City of San Bernardino at a meeting 9 thereof, held on the day of , 2011, by the following vote to wit: 10 Commission Members: Ayes Nays Abstain Absent 11 MARQUEZ VACANT 12 BRINKER 13 SHORETT 14 KELLEY 15 JOHNSON 16 MC CAMMACK 17 18 Secretary 19 20 The foregoing Resolution is hereby approved this day of , 2011. 21 22 Patrick J. Morris, Chairperson 23 Community Development Commission 24 of the City of San Bernardino 25 Approved as to Form: 26 By: g- mxe2 1 - 27 Agency Counsel 28 3 PAAgendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption Uptown FY 11-12.Alternate CDC Reso D.docx 1 RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING 3 THE ECONOMIC DEVELOPMENT AGENCY TO CONTINUE 4 EXPENDITURES FOR THOSE PORTIONS OF CERTAIN BUDGET LINES, WHICH ARE RELATED TO THE CENTRAL CITY PROJECTS 5 AND UPTOWN REDEVELOPMENT PROJECT AREAS, AT THE BUDGETED LEVEL FOR THE 2010-2011 FISCAL YEAR, WITH 6 ALLOWANCE FOR THOSE BUDGETED ITEMS HAVING PRIOR COMMISSION APPROVAL, PENDING FINAL APPROVAL OF THE 2011- 2012 BUDGET 8 9 WHEREAS, the Community Development Commission of the City of San Bernardino 10 ("Commission"), having budget hearings on June 23, 2011, June 28, 2011 and June 29, 2011, 11 desires to continue the fiscal year 2011-2012 expenditures for those portions of certain Budget 12 Lines, which are related to the Economic Development Agency Central City Projects 13 Redevelopment Project Area and the Uptown Redevelopment Project Area, at the budgeted level for 14 the 2010-2011 fiscal year, with allowance for those budgeted items having prior Commission } 15 approval, pending final approval of the fiscal year 2011-2012 budget. 16 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 17 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 18 FOLLOWS: Section 1. The Commission hereby authorizes the Agency to continue fiscal year 2011- 19 2012 expenditures for those portions of Budget Lines 4011, 4012, 4200, 4500, 4801 4900, 4940, 20 21 5010-5024, 6002 through 6004, 6007 through 6012, 6014, 6016 through 6018, 6020, 6021, 6103, 22 6104, 6301-6306, 6401, 6402, 6500, 6600, 6703, 7001-7003, 7102, 7302, 7403, 8002, 8003 which 23 are related to the Uptown Redevelopment Project Area, at the budgeted level for the 2010-2011 24 fiscal year, with allowance for those budgeted items having prior Commission approval, pending 25 final approval of the 2011-2012 budget. 26 Section 2. The Commission hereby authorizes the Agency to continue fiscal year 2011- 27 28 2012 expenditures for those portions of Budget Lines 4012, 4019, 4200, 4500, 4801, 4810, 4900, 1 P:\Agendas\CommDevCommission\CDC 2011\2011-12 Budget dots\06-23-11 EDA Budget Adoption Central City&Uptown FY 10-11-Alternate CDC Reso E.docx 1 4940, 5010-5024, 6104, 6301-6306, 6401, 6402, 6500, 6600, 7102, 7302, 7403, 8003 which are 2 related to the Central City Projects Redevelopment Project Area, at the budgeted level for the 2010- 3 2011 fiscal year, with allowance for those budgeted items having prior Commission approval, 4 pending final approval of the 2011-2012 budget. 5 6 Section 3. This Resolution shall take effect from and after its date of adoption by this Commission. 7 8 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 P:\Agendas\CommDevCommission\CDC2011\2011-12 Budget docs\06-23-1 l EDA Budget Adoption Central City&Uptown FY 10-11-Alternate CDC Reso E.docx RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION 1 OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING 2 THE ECONOMIC DEVELOPMENT AGENCY TO CONTINUE EXPENDITURES FOR THOSE PORTIONS OF CERTAIN BUDGET 3 LINES, WHICH ARE RELATED TO THE CENTRAL CITY PROJECTS AND UPTOWN REDEVELOPMENT PROJECT AREAS, AT THE 4 BUDGETED LEVEL FOR THE 2010-2011 FISCAL YEAR, WITH 5 ALLOWANCE FOR THOSE BUDGETED ITEMS HAVING PRIOR COMMISSION APPROVAL, PENDING FINAL APPROVAL OF THE 2011- 6 2012 BUDGET 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 8 Development Commission of the City of San Bernardino at a meeting 9 thereof,held on the day of , 2011, by the following vote to wit: 10 Commission Members: Ayes Nays Abstain Absent 11 MARQUEZ 12 VACANT 13 BRINKER 14 SHORETT 1 15 KELLEY 16 JOHNSON 17 MC CAMMACK 18 19 Secretary 20 The foregoing Resolution is hereby approved this day of , 2011. 21 22 Patrick J. Morris, Chairperson 23 Community Development Commission 24 of the City of San Bernardino 25 Approved as to Form: 26 By: `" nliLf� 27 Agency Counsel 28 3 P:\Agendas\Comm Dev Commission\CDC 2011\2011-12 Budget docs\06-23-11 EDA Budget Adoption Central City&Uptown FY 10-11-Alternate CDC Reso E.docx