HomeMy WebLinkAboutR33- Economic Development ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM: Ann B. Harris, Director SUBJECT: INLAND EMPIRE SYMPHONY
Bus Recruitment, Retention& Revitalization ORCHESTRA LOAN
DATE: April 7, 1999
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Synopsis of Previous Commission/Council/Committee Action(s): -j
On November 2, 1998, loan for$175,000 approved subject to loan documents prepared and approved by the Community
Development Commission.
On October 12, 1998,the Redevelopment Committee recommended to the Community Development Commission
approval of$175,000 loan to the Inland Empire Symphony Orchestra.
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Recommended Motion(s):
(Community Development Commission)
MOTION: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AUTHORIZING A
CERTAIN LOAN AGREEMENT WITH THE SAN BERNARDINO SYMPHONY ORCHESTRA
AND DOCUMENTS RELATED THERETO
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Contact Person(s): Gary Van Osdel/ Ann Harris Phone: 5081
Project Area(s) All Ward(s): All
Supporting Data Attached: ❑x Staff Report El Resolution(s) ❑Agreement(s)/Contract(s) ❑ Map(s) ❑ Letter/Memo
FUNDING REQUIREMENTS Amount: $ 175,000 Source: Community Reinvestment Funds
Budget Authority:
SIGNATURE: ,4- id
Gary Osdel, xecutrger irector Ann(B. Harris, Dire for
Eco mic Development cy B us Recruitment, Retent&Revital
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Commission/Council Notes:
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ABH:lag:99-04-19 Symphony COMMISSION MEETING AGENDA
Meeting Date: 0j4�/19/1999 1\
Agenda Item Number: !�S
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
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Inland Empire Symphony Orchestra Loan
On November 2, 1998, the Community Development Commission approved a$175,000 loan to
the Inland Empire Symphony Orchestra to be amortized over five (5) years at an interest rate
1/4% above the Community Reinvestment Fund rate, one fifth of the principal to be paid on an
annual basis, subject to personal guarantees or letters of credit and subject to approval of loan
documents by the Community Development Commission.
The Symphony has provided the Agency with letters of credit and requested that the loan
documents be approved by the Community Development Commission.
Based on the foregoing, it is recommended that the Community Development Commission adopt
the attached Resolution.
Ann B. harris, Director
Business Recruitment, Retention & Revitalization
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ABH:lag:99-04-19 Symphony COMMISSION MEETING AGENDA
Meeting Date: 04/19/1999
Agenda Item Number: 33
3 West Coun Street
Stn Sernar+dinn. CA 92401
-38I-S3
ha cslrnl 90 -3 1-53
p,,eSe>:ted lry, dw lntara ENVsre SY"Tho'y AssaclatiOn
Edward G. S.1]i,Jr
Stavraxt RLobertson president
,Llusic,Director
March 16, 1999
FDA
AIM N4& Ann Harris, CEO
Main Street, Tnc.
201 N. "E" St, Third Floor
San Sernardjna, CA 92401
Deli Ms. RmTls,
the San$erdudino Symphony would like to reVest a dtnw of$75,000 on the$175,000 loan
approved by the Mayor said Council.
Cordi
Jr.
President
�11freC LuSi.aa t3`rY M'ucT Hr►n Raor
Aj=ie AIGnYa Marilyn Kidney RArbc-.t chcr Alle �' h Mildred mxlcrn Ntrick Morn, Lynda 5evaga
wimim AOthunY Mauricc CeldcTOG Hcrbe:t P7scher Alan Gsuh%- Louis Prjini Philip says;c
Dvid Asks Icnne Chuisnrt Brenda Frederick L Clan Groaham Timat Mark N-terwa Ck-%C Schni
Rabin Coehren Robert Fmdcrieka Louis G.Her- TSma r Martin J<*rr hSsry schnelrp
ge,rd121 SdKCt DL.A.--t;,,�tw.:m 12T lyn IIiU Becher M m T-1.Ytash YYk Rt;tt
th]rr1li tlYlunl GSv.iw Cyst of G u LILLII CIT jYliiBRS'Cl M�ttGC Luria 7ti+�'�t+
Judith B111CY 4CArt flautetvu piof0my G--rl I dY m1ke Mpodsley aceey Richli Jyvieb vu?Ic.
grtade g�a 4lark P,tlwirds FrIME Garcia Ann Ivey oat>a Finbane l;regory Yareslow
Gerald Hewn Charter P�vcnhar� lirunua,r GOtnrr 013-ta Iem.,gan Ruth Meaut�et I
David Kntnetty
i
1
RESOLUTIOQ(
2
RESOLUTION OF THE COMMUNITY DEVELOPMENT
3 COMMISSION OF THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO AUTHORIZING A CERTAIN
4 LOAN AGREEMENT WITH THE SAN BERNARDINO
SYMPHONY ORCHESTRA AND DOCUMENTS RELATED
5 THERETO
6
WHEREAS, the Redevelopment Agency of the City of
7
San Bernardino (the "Agency") is a public body, corporate and
8
politic organized under the laws of the State of California; and
9
10
WHEREAS, the Agency is empowered to assist in the
11
redevelopment of certain projects within a redevelopment project
12
area; to receive consideration for the provision of redevelopment
13
assistance; and to make and execute contracts and other instruments
14
necessary or convenient to the exercise of its powers; and
15
16
WHEREAS, the Symphony is located within the Central City
17
North Redevelopment Project Area ( "Project Area") of the Agency and
18
provides fine arts entertainment to the residents of the Project
19
Area and the residents of the City of San Bernardino (the "City" )
20
generally; and
21
22
WHEREAS, because of certain economic conditions, t-_e
23
Symphony has requested the assistance of the Agency in order to
24
ensure the continued operation of the Symphony within the City for
25 the benefit and enjoyment of the residents of the Project Area and
26
the City generally; and
27
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- 1 -
I WHEREAS, in order to assist the Symphony in causing the
2 continued operation of the Symphony, the Agency deems it desirable ,
3 to loan to the Symphony an amount not to exceed One Hundred Seventy
4 Five Thousand Dollars ($175, 000) (the "Loan" ) to be used by the
5 Symphony in such a manner as is deemed appropriate to ensure future
6 operation of the Symphony within the City; and I
7
8 WHEREAS, in consideration for the provision of the Loan
9 by the Agency, the Symphony shall execute a promissory note in thel
10 amount of the Loan secured by Irrevocable Standby Letters of Credit
11 as may be delivered to the Agency from time to time; and
12
13 WHEREAS, the Symphony desires at this time to make an
14 initial draw on the Loan in the amount of Seventy Five Thousand
15 Dollars ($75, 000) and has delivered to the Agency Letters of Credit '
16 of Arrowhead Credit Union for the account of Alan Gresham, Charles
17 Obershaw and Edward Hill (with the Agency as beneficiary thereof) ,
18 each in the amount of Twenty Five Thousand Dollars ($25, 000) ; and '
i
19
20 WHEREAS, the Agency has considered the terms of the
21 transaction as contemplated herein and desires at this time to
22 approve the terms of said transaction in the public interests of
23 the Agency.
24 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION,
25 ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF
26 SAN BERNARDINO, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS
27 FOLLOWS :
28
2 -
I Section 1 . Approval of Form of Loan Agreement . The
2 Agency hereby approves the form of Loan Agreement ( "Loan
3 Agreement") presently on file with the Secretary together with any
4 changes therein or additions thereto as may be approved by the
5 Executive Director. The Executive Director of the Agency is hereby )
6 authorized and directed to execute and deliver, and the Secretary
7 or Assistant Secretary is hereby authorized and directed to attest
8 to, the final form of the Loan Agreement when the same has been
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9 prepared.
10
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11 Section 2 . Official Action . The Executive Director ,
12 and Secretary and any and all other officers of the Agency are
13 hereby authorized and directed, for and in the name and on behalf )
14 of the Authority, to do anv and all things and take any and ail
15 actions which they, or any of them, may deem necessary or advisable
i
16 in order to consummate the transaction contemplated herein.
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3 -
I RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THEE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AUTHORIZING A .
2 CERTAIN LOAN AGREEMENT WITH THE SAN BERNARDINO SYMPHONY ORCHESTRA
AND DOCUMENTS RELATED THERETO
3
4 Section 3 . This Resolution shall take effect upon the
5 date of its adoption.
6 I HEREBY CERTIFY that the foregoing Resolution was duly
7 adopted by the Community Development Commission of the City of
8 San Bernardino at a meeting
9 thereof, held on the day of 1999,
10 by the following vote, to wit :
11 Commission Members : AYES NAYS ABSTAIN ABSENT
12 ESTRADA
LIEN
13 McGINNIS
SCHNETZ
14 DEVLIN
ANDERSON
15 MILLER
16
17 Secretary
18 The foregoing resolution is hereby approved this
day of 1999 .
19
20
Judith Valles, Chairperson
21 Community Development Commission
of the City of San Bernardino
22
23 Approve s o for )and egal content :
24 By:
Agency Counsel
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28 2:\APPS\WPDATA\SBEO\0001\DOC\3400.WPD
4 -
I STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) ss
2 CITY OF SAN BERNARDINO )
3 I, Secretary of the Community
Development Commission of the City of San Bernardino, DO HEREBY
4 CERTIFY that the foregoing and attached copy of Community
Development Commission of the City of San Bernardino Resolution
5 No. is a full, true and correct copy of that now on file
in this office .
6
IN WITNESS WHEREOF, I have hereunto set my hand and
7 affixed the official seal of the Community Development Commission
of the City of San Bernardino this day of ,
8 1999 .
9
i
10 Secretary of the
Community Development Commission
11 of the City of San Bernardino
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LOAN AGREEMENT
By and between
SAN BERNARDINO SYMPHONY ORCHESTRA
A CALIFORNIA NONPROFIT CORPORATION
and
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
Dated as of April 20, 1999
1
TABLE OF CONTENTS
ARTICLE I
THE LOAN; REPAYMENT . . . . . . . . . . . . . . . . . . . . . . 2
Section 1 . 01 . Loan . . . . . . . . . . . . . . . . . . . 2
Section 1 . 02 . Draws on Loan . . . . . . . . . . . . . . . 2
Section 1 . 03 . Repayment . . . . . . . . . . . . . . . . . 2
ARTICLE II
COVENANTS OF THE SYMPHONY . . . . . . . . . . . . . . . . 3
Section 2 . 01 . Punctual Payment . . . . . . . . . . . . . 3
Section 2 . 02 . Observance of Laws and Regulations . . . . 3
Section 2 . 03 . Further Assurances . . . . . . . . . . . . 3
ARTICLE III
EVENTS OF DEFAULT AND REMEDIES . . . . . . . . . . . . . . 4
Section 3 . 01 . Events of Default . . . . . . . . . . . . . 4
Section 3 . 02 . Remedies . . . . . . . . . . . . . . . . . 4
Section 3 . 03 . No Waiver . . . . . . . . . . . . . . . . . 5
Section 3 . 04 . Remedies Not Exclusive . . . . . . . . . . 5
ARTICLE IV
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 5
Section 4 . 01 . Benefits Limited to Parties . . . . . . . . 5
Section 4 . 02 . Successor is Deemed Included in All
References to Predecessor . . . . . . . . . 5
Section 4 . 03 . Payment on Business Days . . . . . . . . . 5
Section 4 . 04 . Notices . . . . . . . . . . . . . . . . . . 6
Section 4 . 05 . Partial Invalidity . . . . . . . . . . . . 6
Section 4 . 06 . Governing Law . . . . . . . . . . . . . . . 6
Section 4 . 07 . Counterparts . . . . . . . . . . . . . . . 6
Section 4 . 08 . Indemnification . . . . . . . . . . . . . . 6
Section 4 . 09 . Effective Date of this Loan Agreement . . . 7
EXHIBIT "A" - PROMISSORY NOTE
EXHIBIT "B" - LETTERS OF CREDIT
EXHIBIT "C" - REQUISITION
ii
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Loan Agreement") is made and
entered into as of April 20, 1999, by and between the Redevelopment
Agency of the City of San Bernardino, a public body corporate and
politic duly organized and existing under the laws of the State of
California (the "Agency") and the San Bernardino Symphony
Orchestra, a California nonprofit public benefit corporation (the
"Symphony" ) , as follows :
W I T N E S S E T H :
WHEREAS, the Agency is a public body corporate and
politic established and validly existing under the Community
Redevelopment Law, Chapter 1 of Division 24 of the California
Health and Safety Code, as amended (the "Law" ) ; and
WHEREAS, the Agency is empowered to assist in the
redevelopment of certain projects within a redevelopment project
area; to receive consideration for the provision of redevelopment
assistance; and to make and execute contracts and other instruments
necessary or convenient to the exercise of its powers; and
WHEREAS, the Symphony is located within the Central City
North Redevelopment Project Area ( "Project Area" ) of the Agency;
and
WHEREAS, the Symphony provides fine arts entertainment to
the residents of the Project Area and the residents of the City of
San Bernardino (the "City") ; and
WHEREAS, because of certain economic conditions, the
Symphony has requested the assistance of the Agency in order to
ensure the continued operation of the Symphony within the City for
the benefit and enjoyment of the residents of the Project Area and
the City generally; and
WHEREAS, in order to assist the Symphony in causing t:-:e
continued operation of the Symphony, the Agency deems it desirable
to loan to the Symphony an amount not to exceed One Hundred Seventy
Five Thousand Dollars ($175, 000) (the "Loan") to be used by the
Symphony in such a manner as is deemed appropriate to ensure future
operation of the Symphony within the City; and
1
WHEREAS, in consideration for the provision of the Loan
by the Agency, the Symphony shall execute a Promissory Note in the
amount of the Loan and shall deliver to the Agency Irrevocable
Standby Letters of Credit established for the benefit of the Agency
from time to time equal to the outstanding amounts drawn on the
Loan; and
WHEREAS, in order to establish and declare the terms and
conditions upon which the Loan is to be made and secured, the
Agency and the Symphony desire to enter into this Loan Agreement;
and
WHEREAS, all acts and proceedings required by law
necessary to make this Loan Agreement, when executed by the Agency
and the Symphony, the valid, binding and legal obligation of the
Agency and the Symphony, have been done and taken, and the
execution and delivery of this Loan Agreement has been in all
respects duly authorized by the governing bodies of the respective
parties .
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained, the parties hereto do hereby
agree, as follows :
ARTICLE I
THE LOAN; REPAYMENT
Section 1 . 01 . Loan . The Agency does hereby agree to
lend and does hereby lend to the Symphony the aggregate principal
amount of up to One Hundred Seventy Five Thousand Dollars
($175, 000) under and subject to the terms of this Loan Agreement .
The Loan shall be secured by the Promissory Note in the form
attached hereto as Exhibit "A" and incorporated herein by this
reference (the "Promissory Note") and by those certain Irrevocable
Standby Letters of Credits established for the account of Alan
Gresham, Charles Obershaw, Edward Hill and Mary Schnep for the
benefit of the Agency in the form attached hereto as Exhibit "B"
and incorporated herein by this reference (the "Letters of Credit" )
as shall be delivered to the Agency from time to time . All costs
associated with the establishment and provision of the Loan, if
any, shall be borne by the Symphony and shall be paid by the
Symphony as incurred.
Section 1 . 02 . Draws on Loan . The Loan shall be drawn by
the Symphony at any time in whole or in part upon submission of a
requisition in the form attached hereto as Exhibit "C" . Within
2
five (5) calendar days of delivery of a requisition to the Agency,
the Agency shall release to the Symphony the amount requested in
said requisition; provided that the Symphony first delivers to the
Agency a Letter of Credit or Letters of Credit in the amount of the
draw being made .
In the event a Letter of Credit is scheduled to expire
prior to the last date upon which principal and interest is due
hereunder and the Symphony does not deliver to the Agency proof at
least three (3) days prior to said expiration date that it has
obtained a committment to renew or replace said Letter of Credit,
effective on the expiration date, then one (1) day prior to the
expiration date all principal and interest on the portion of the
Loan secured by said Letter of Credit shall become immediately due
and payable .
Section 1 . 03 . Repayment . The Loan shall bear
interest at the rate of nine percent ( 90) payable in monthly
installments commencing May 15, 1999 . Principal of the Loan shall
be payable on May 15, of each year, commencing May 15, 2000 in
installments of Thirty Five Thousand Dollars ($35, 000) or the
amount necessary to make yearly equal principal payments on the
outstanding balance of the Loan over the remaining term of the
Loan . The full principal balance outstanding on the Loan shall be
paid in full no later than April 20, 2004 .
Principal and interest on the Loan shall be payable to
the Agency in immediately available funds which constitute lawful
money of the United States of America . The Loan is and shall be
prepayable on any date at the option of the Symphony without
penalty. In the event that any payments due hereunder are not made
by the Symphony within ten (10) days of the due date, the Symphony
shall pay the Agency a late charge of ten percent ( 100) per month
on the amount past due and remaining unpaid. In no event shall
interest and late charges payable hereunder exceed the maximum
amount of interest allowable under the usury laws of the State of
California .
ARTICLE II
COVENANTS OF THE SYMPHONY
Section 2 . 01 . Punctual Payment . The Symphony will
punctually pay or cause to be paid the principal of and interest on
the Loan in strict conformitv with the terms of this Loan
Agreement, and it will faithfully observe and perform all of the
conditions, covenants and requirements of this Loan Agreement .
3
Section 2 . 02 . Observance of Laws and Regulations . The
Symphony will well and truly keep, observe and perform all valid
and lawful obligations or regulations now or hereafter imposed on
it by contract, or prescribed by any law of the United States, or
of the State, or by any officer, board or commission having
jurisdiction or control, as a condition of the continued enjoyment
of any and every right, privilege or franchise now owned or
hereafter acquired by the Symphony, including its right to exist
and carry on business as a nonprofit corporation, to the end that
such rights, privileges and franchises shall be maintained and
preserved, and shall not become abandoned, forfeited or in any
manner impaired.
Section 2 . 03 . Further Assurances . The Symphony will
make, execute and deliver any and all such further resolutions,
instruments and assurances as may be reasonably necessary or proper
to carry out the intention or to facilitate the performance of this
Loan Agreement .
ARTICLE III
EVENTS OF DEFAULT AND REMEDIES
Section 3 . 01 . Events of Default . The following events
shall constitute "Events of Default" hereunder .
(a) Failure by the Symphony to pay the principal of or
interest on the Loan when and as the same shall become due and
payable .
(b) Failure by the Symphony to observe and perform any
of the covenants, agreements or conditions on its part contained in
this Loan Agreement, other than as referred to in the preceding
clause (a) , for a period of thirty (30) days after written notice
specifying such failure and requesting that it be remedied has been
given to the Symphony by the Agency; provided, however, that if in
the reasonable opinion of the Symphony the failure stated in such
notice can be corrected, but not within such thirty (30) day
period, the Agency shall not unreasonably withhold its consent to
an extension of such time if corrective action is instituted by the
Symphony within such thirty (30) day period and diligently pursued
until such failure is corrected.
(c) The filing by the Symphony of a petition or answer
seeking reorganization or arrangement under the federal bankruptcy
laws or any other applicable law of the United States of America,
or if a court of competent jurisdiction shall approve a petition,
4
filed with or without the consent of the Symphony, seeking
reorganization under the federal bankruptcy laws or any other
applicable law of the United States of America, or if, under the
provisions of any other law for the relief or aid of debtors, any
court of competent jurisdiction shall assume custody or control of
the Symphony or of the whole or any substantial part of its
property.
Section 3 . 02 . Remedies . If an Event of Default has
occurred and is continuing, the Agency may declare the principal of
the Loan, together with the accrued interest on all unpaid
installments thereof, to be due and payable immediately, and upon
such declaration the same shall become immediately due and payable,
anything in this Loan Agreement notwithstanding. In addition, the
Agency may exercise any of its rights or remedies under the
Promissory Note and Guarantees . Immediately upon becoming aware of
the occurrence of an Event of Default, the Agency shall give notice
of such Event of Default to the Symphony by any method set forth in
Section 4 . 04 hereof .
Section 3 . 03 . No Waiver. Nothing in this Article III
or in any other provision of this Loan Agreement, shall affect or
impair the obligation of the Symphony, which is absolute and
unconditional, to pay the principal of and interest on the Loan as
herein provided, or affect or impair the right of action, which is
also absolute and unconditional, of the Agency to institute suit to
enforce such payment by virtue of the contract embodied in this
Loan Agreement .
A waiver of any default by the Agency shall not affect
any subsequent default or impair any rights or remedies on the
subsequent default . No delay or omission of the Agency to exercise
any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver of any such
default or an acquiescence therein, and every power and remedy
conferred upon the Agency by the Law or by this Article III may be
enforced and exercised from time to time and as often as shall be
deemed expedient by the Agency.
Section 3 . 04 . Remedies Not Exclusive . No remedy herein
conferred upon or reserved to the Agency is intended to be
exclusive of any other remedy. Every such remedy shall be
cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing, at law or in equity or by
statute or otherwise, and may be exercised without exhausting and
without regard to any other remedy conferred by the Law or any
other law.
5
ARTICLE IV
MISCELLANEOUS
Section 4 . 01 . Benefits Limited to Parties . Nothing in
this Loan Agreement, expressed or implied, is intended to give to
any person other than the Agency and the Symphony, any right,
remedy or claim under or by reason of this Loan Agreement .
Section 4 . 02 . Successor is Deemed Included in All
References to Predecessor . Whenever in this Loan Agreement either
the Agency or the Symphony is named or referred to, such reference
shall be deemed to include the successors or assigns thereof, and
all the covenants and agreements in this Loan Agreement contained
by or on behalf of the Agency and the Symphony shall bind and inure
to the benefit of the respective successors and assigns thereof
whether so expressed or not .
Section 4 . 03 . Payment on Business Days . Whenever in
this Loan Agreement any amount is required to be paid on a day
which is not a Business Day, such payment shall be required to be
made on the Business Day immediately following such day and
interest shall not accrue to such next Business Day.
Section 4 . 04 . Notices . All written notices to be given
under this Loan Agreement shall be given by first class mail,
personal delivery or by reputable overnight delivery carrier to the
party entitled thereto at its address set forth below, or at such
address as the party may provide to the other party in writing from
time to time . Notice shall be effective 48 hours after deposit in
the United States mail, postage prepaid or, in the case of any
notice by personal delivery or overnight delivery service to any
person, upon actual receipt at the address set forth below:
If to the Agency: Redevelopment Agency of the
City of San Bernardino
201 North "E" Street, Third Floor
San Bernardino, CA 92401
Attention : Executive Director
If to the Symphony : San Bernardino Symphony Orchestra
362 West Court Street
San Bernardino, CA 92401
Section 4 . 05 . Partial Invalidity. If any section,
paragraph, sentence, clause or phrase of this Loan Agreement sha'_1
for any reason be held illegal, invalid or unenforceable, such
holding shall not affect the validity of the remaining portions of
6
this Loan Agreement . The Agency and Symphony hereby declare that
they would have adopted this Loan Agreement and each and every
other section, paragraph, sentence, clause or phrase hereof and
authorized the Loan irrespective of the fact that any one or more
sections, paragraphs, sentences, clauses, or phrases of this Loan
Agreement may be held illegal, invalid or unenforceable .
Section 4 . 06 . Governing Law. This Loan Agreement shall
be construed and governed in accordance with the laws of the State
of California .
Section 4 . 07 . Counterparts . This Agreement may be
executed in one or more counterparts, each of which shall
constitute an original .
Section 4 . 08 . Indemnification. It is understood and
agreed that no official, employee or agent of the Agency shall be
personally liable to the Symphony or to anyone else as to any
obligation or obligations under the terms of this Loan Agreement .
The Symphony shall save the Agency, and all parties in privity to
it, harmless from all claims, demands, causes of action, expenses,
and liability of whatsoever kind or nature which may arise out of,
because of, concerning, or incidental to the performance of the
Symphony under this Loan Agreement, including all court actions,
costs and expenses and attorney' s fees relative to the Agency being
a party to this Loan Agreement which may be initiated by the
Symphony or any third party for any reason whatsoever.
Section 4 . 09 . Effective Date of this Loan Agreement .
This Loan Agreement shall not be effective for any purpose
whatsoever or binding and enforceable upon the Agency until such
time as this Loan Agreement has been approved pursuant to official
action of the Agency authorizing the Executive Director and
Secretary of the Agency to execute this Loan Agreement on behalf of
the Agency.
7
IN WITNESS WHEREOF, the Redevelopment Agency of the City
of San Bernardino and the San Bernardino Symphony Orchestra, have
caused this Loan Agreement to be signed by their respective
officers, all as of the day and year first above written.
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
Executive Director
ATTEST :
By:
Secretary
SAN BERNARDINO SYMPHONY ORCHESTRA
By:
Name :
Title :
ATTEST :
By.
Title :
8
STATE OF CALIFORNIA )
COUNTY OF )
On 1999, before me, ,
Notary Public, personally appeared, ,
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person (s) whose name (s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity (ies) , and that by his/her/their signature (s) on the
instrument the person (s) , or the entity upon behalf of which the
person (s) acted, executed the instrument .
WITNESS my hand and official seal .
Signature (Seal)
STATE OF CALIFORNIA )
COUNTY OF )
On 1999, before me, ,
Notary Public, personally appeared, ,
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person (s) whose name (s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity (ies) , and that by his/her/their signature (s) on the
instrument the person (s) , or the entity upon behalf of which the
person (s) acted, executed the instrument .
WITNESS my hand and official seal .
Signature (Seal)
EXHIBIT "A"
PROMISSORY NOTE
$175, 000 . 00 Date : April 20, 1999
FOR VALUE RECEIVED, the undersigned promises to pay to
the Redevelopment Agency of the City of San Bernardino (the
"Agency") or its successors, the sum of One Hundred Seventy Five
Thousand Dollars ($175, 000 . 00) , or so much of the Loan as has been
drawn under the Loan Agreement (as herein defined) , and to pay
interest on the unpaid principal amount of this Note at the rate of
nine percent ( 90) per annum until paid in full . All capitalized
terms not otherwise defined herein shall have the meaning given in
the Loan Agreement dated as of April 20, 1999 between the Agency
and the undersigned.
Payment of interest and principal hereunder shall be
made, as follows :
1 . On or before the fifteenth day of each month
commencing May 15, 1999, the undersigned shall pay installments of
interest on the principal amount of the Loan drawn and outstanding
on such date .
2 . On or before May 15, of each year commencing May 15,
2000, the undersigned shall pay installments of principal in the
amount of Thirty Five Thousand Dollars ($35, 000) or the amount
necessary to make yearly equal principal payments on t:�e
outstanding balance of the Loan over the remaining term of the
Loan .
3 . The full amount of any outstanding principal and any
unpaid interest due and owing under this Note shall become due and
payable five (5) years from the date hereof .
4 . A failure to pay any sum provided for in this Note
when due or a material breach of this Note, or that certain Loan
Agreement dated as of April 20, 1999 (the "Loan Agreement") between
the Agency and the undersigned shall constitute a breach hereof and
shall entitle the Agency to declare all sums outstanding hereunder
immediately due and payable and to pursue all remedies available
under this Note and the Loan Agreement .
All payments due under this Note shall be made in lawful_
money of the United States in the name of the Agency at the
principal office of the Agency, 201 N. "E" Street, Third Floor, San
Bernardino, California 92401, Attn. Finance, or at such other place
as may from time to time be designated by the Agency in writing .
The undersigned reserves the right to prepay at any time
all or any part of the principal amount of this Note without the
payment of penalties or premiums . All payments on this Note shall
be applied first to the accrued interest due on the Note and then
to the principal due on the Note, and the remaining balance shall
be applied to late charges, if any, as described below.
IN THE EVENT the undersigned shall fail to pay the
payments when due, and if such failure continues thirty (30) days
thereafter, the unpaid principal amount of this Note, together with
accrued interest and late charges, shall become due and payable, at
the option of the Agency, without notice to the undersigned.
Failure of the Agency to exercise such option shall not constitute
a waiver of such default . If the payments on this Note are not
paid within ten (10) days of the due date, the undersigned shall
pay to the Agency a late charge of ten percent (10%) per month on
the amount past due and remaining unpaid.
In no event shall the total interest and late charge
payable hereunder exceed the maximum amount of interest permitted
under the usury laws of the State of California .
If suit is instituted by the Agency to recover on this
Note, the non-prevailing party agrees to pay all costs of such
collection including reasonable attorney ' s fees and court costs .
The costs, salaries and expenses of the City Attorney and members
of said office in enforcing this Note on behalf of the Agency shall
be considered "attorneys fees" for purposes of this Note .
DEMAND, protest and notice of demand and protest are
hereby waived and the undersigned hereby waives, to the extent
authorized by law, any and all exemption rights which otherwise
would apply to the debt evidenced by this Note .
IN WITNESS WHEREOF, THIS NOTE has been duly executed by
the undersigned, as of its date .
SAN BERNARDINO SYMPHONY ORCHESTRA
By:
Name :
Title :
EXHIBIT "B"
FORM OF LETTER OF CREDIT
FROM SABO & GREEN CALABASAS ,y. y _ _�TUE) 4._6�99,1�_22/ST'la 22/NO. 4260609500 P 2
ARROWHEAD
i •
Oedicared to 1161pin0 memoas ou ro w.rnn
Arrowhead Central Credit Union Issue Date: March 11, 1999
Commercial Lending
P. 0. Box 421
San Bernardino, Ca 92402
Beneficiary:
Redevelopment Agency of the City of San Bernardino
201 North"E"Street, Third Floor
San Bernardino, CA 92401
Dear Gentlemen:
We hereby establish our irrevocable standby. Letter Of Credit No. 554386240-01, in Beneficiary's
Favor for the account of Allen B. Gresham up to the aggregate sum of °'Twenty Five
Thousand Dollars And No/Cents"" U.S. ("25,000.00") available by payment against
beneficiary's draft(s)drawn on Arrowhead Central Credit Union at sight accompanied by the
following document.
A Written Statement purportedly signed By an Authorized Representative of the Beneficiary with
the Following Wording:
"The Undersigned, An Authorized Representative Of Redevelopment Agency of the City
of San Bernardino, Hereby Certify That This Drawing, Under Letter Of Credit No.
554386240-01 Is Made In Reference To
Customer "Allen B. Gresham "
Special Conditions
Any Draft Drawn under This Credit Must Be Marked:
-Drawn Under Irrevocable Standby Letter Of Credit No. 554386240-01 Issued By
Arrowhead Central Credit Union."
This Letter Of Credit Is Subject to the 1993 Revision of the Uniform Customs and Practice for
Documentary Credits of the International Chamber Of Commerce (Publication No. 500).
We Hereby Engage With You That Any Draft Drawn under and In Compliance With the Terms of
This Credit, Will Be Duly Honored On Presentation to Us at Our Standby Letter Of Credit
Department.
Expiration Date: March 11, 2000
Sincerely,
March 11, 1999
Dan Jimenez,Vice President
Commercial Lending
Post Office Box 735. San Bernardino. CA 9Y402
EXHIBIT "C"
REQUISITION NO.
The undersigned DOES HEREBY CERTIFY AND DECLARE that I am
the of the San Bernardino Symphony Orchestra
(the "Symphony") , duly appointed, qualified and acting as such, as
of the date hereof and pursuant to the Loan Agreement between the
Redevelopment Agency of the City of San Bernardino and the Symphony
dated as of April 20, 1999 (the "Loan Agreement") , the Symphony
hereby draws on the Loan (as defined in the Loan Agreement) the
amount of Dollars ($ ) All
capitalized terms herein shall have the meanings given in the Loan
Agreement .
The undersigned DOES FURTHER CERTIFY that prior to the
payment by the Agency hereunder, the Symphony shall deliver to the
Agency a Letter of Credit or Letters of Credit in the amount of the
draw requested hereunder .
The undersigned DOES FURTHER CERTIFY that the Symphony is
not in default under the Loan Agreement or any other agreement
which would, with the passage of time, result in a default under
the Loan Agreement .
Dated: SAN BERNARDINO SYMPHONY ORCHESTRA
By.
Title :
SBE0/0001/D0C/3399-1.W2D
4/6/99 2: 10 td
CITY OF SAN BERNARDINO
INTEROFFICE MEMORANDUM
CITY CLERK'S OFFICE
RECORDS & INFORMATION MANAGEMENT (RIM) PROGRAM
Date: April 27, 1999
To: Gary Van Osdel, Executive Director
From: Melanie Miller, Senior Secretary
RE: Transmittal for signature—CDC Resolution 1999-13
Attached are the following:
Original documents authorizing a loan agreement with the San Bernardino Symphony Orchestra.
Please obtain signatures where indicated on all copies as follows per your instructions:
Gary Van Osdel Executive Director
Ann Harris Secretary
Please return the executed originals to the City Clerk's Office as soon as possible, to my attention.
If you have any questions, please do not hesitate to contact me at ext. 3212. Thank you.
Rachel Clark
City Clerk
By: Melanie Miller
I hereby acknowledge receipt of the above mentioned documents.
W
Signed: � / / -���
t � o
Date:�f�'
RC:mam � F
CITY OF SAN BERNARDINO
INTEROFFICE MEMORANDUM
CITY CLERK'S OFFICE
RECORDS & INFORMATION MANAGEMENT (RIM) PROGRAM
Date: April 27, 1999
To: Gary Van Osdel, Executive Director
From: Melanie Miller, Senior Secretary
RE: Transmittal for signature—CDC Resolution 1999-13
Attached are the following:
Original documents authorizing a loan agreement with the San Bernardino Symphony Orchestra.
Please obtain signatures where indicated on all copies as follows per your instructions:
Gary Van Osdel Executive Director
Ann Harris Secretary
Please return the executed originals to the City Clerk's Office as soon as possible, to my attention.
If you have any questions, please do not hesitate to contact me at ext. 3212. Thank you.
Rachel Clark
City Clerk
By: Melanie Miller
I hereby acknowledge receipt of the above mentioned documents.
Signed:
Date:
4
RC:mam �o�