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CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From:
Tim Cook
Special Projects
c.
. · r
Subject: RESOLUTION OF THE
MAYOR AND COMMON COUNCIL
OF THE CITY OF SAN BERNARDINO
APPROVING THAT CERTAIN 2001
LOAN AGREEMENT BY AND AMONG
THE CITY OF SAN BERNARDINO,
THE SAN BERNARDINO VALLEY
MUNICIPAL WATER DISTRICT, AND
THE SAN BERNARDINO REGIONAL
WATER RESOURCES AUTHORITY,
ON THE TERMS SET FORTH IN
SUCH AGREEMENT.
Dept:
Mayor's Office
Date:
October 9, 2001
Council Date: October 15. 2001
Synopsis of Previous Council Action:
None.
Recommended Motion:
Adopt Resolution.
~ Gd~k
Signature (
Contact person: Tim r.onlc
Phone:
:31.47
Supporting data attached: Staff Report & Resolution Ward:
1St, 2nd, 3'd
FUNDING REQUIREMENTS: Amount: $600,000.00
Source: (Acct. No.)
IAccl. Descriotion) General Fund Budaeted Reserve
Finance:
Council Notes:
"k'0K> clc' Z (x, I' 0<"1
Agenda Item No.
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CITY OF SAN BERNARDINO - REOIJEST FOR COUNCIL ACTION
Staff Report
Subject
Resolution of the Mayor and Common Council of the City of San Bernardino approving
that certain 2001 Loan Agreement by and among the City of San Bernardino, the San
Bernardino Valley Municipal Water District, and the San Bernardino Regional Water
Resources Authority, on the terms set forth in such Agreement.
Background
On August 17, 1998, the City Council authorized the Mayor to execute on behalf of the
City a Joint Exercise Powers Agreement creating the San Bernardino Regional Water
Resources Agency (JPA).
A Request for Qualifications was sent out and a consultant selected to perform the work.
The consultant selected was Ehrenkrantz, Eckstut & Kuhn (EEK). The consultant is
currently on hold pending authorization to proceed. While the JPA has approved the
agreement with EEK to develop the Economic Development Plan, the agreement has not
been executed because the City and the District had not resolved the funding to pay for
the work.
On June 4, 200 I, the City Council considered a proposed deferral of development fees for
the construction of a water reservoir by the San Bernardino Valley Municipal Water
District. The Council did not approve the proposed fee deferral, but continued the fee
waiver proposal at a joint meeting between the San Bernardino Valley Municipal Water
District and the Mayor and Council on June 25, 2001.
The City Council made a proposal to share the cost of hiring a consultant to prepare a
specific plan, marketing analysis and economic feasibility, property acquisition plan,
relocation plan, financing plan, and environmental review.
A loan agreement has been prepared which will provide funding to the JP A to proceed
with the development of the Economic Development Plan up to the point where an
environmental review document would be prepared and calculated for public comment
(Notice of Preparation). The district and the City would provide up to $600,000 each for
the performance of the work
The JPA, at its meeting scheduled for October 9, 2001, will consider a new agreement
with EEK which will reduce the scope of work to exclude the work necessary to prepare
the environmental documents. Authorization to proceed with an EIR will be determined
after completion of the scope of work to prepare the Economic Development Plan.
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Terms of the Agreement
1. The District, the City and the Authority intend that federal or state grants may be
available at some date in the future to reimburse the parties for expenses incurred
and paid to Consultant.
2. District previously advanced $118,000 to the Authority in connection with a
limited scope of work (45 days) provided by Consultant for which the City shall
reimburse y, to the District.
3. No interest, origination points or loan fees shall be charged to the Authority under
the terms of the agreement.
4. All requests for payments will be submitted to the Authority Management
Committee for approval and signed by the President. The request will be sent to
the District for payment; simultaneously, a copy of the request will be transmitted
to the City Administrator for payment to the District for one-half of the amount of
the request.
5. The services provided by Consultant shall be limited solely to the preparation of
the Economic Development Plan, exclusive of the EIR, unless the City and the
District authorize the Authority to proceed with the EIR and approve additional
funding for the preparation of the EIR.
Financial Impact
The financial impact to the City's General Fund as the result of approving the proposed
agreement, is the general fund cash and the available amount in the fund balance reserve
will be lower by $600,000 when the funds have been all loaned out. The first payment
that will be made from this loan according to the agreement is $59,000 to the District to
reimburse them one half of the cost ofa previous loan they made to the Authority.
It is estimated the City will lose approximately $94,500 in interest earnings over the next
four years as a result of doing a $600,000 loan. With the funds loaned out, the General
Fund cash will not be available for investing and the proposed loan has no interest,
origination points, or loan fees bcing charged to offset this investing loss. As each loan
payment is made, the Finance Department will set up a "Due from Other Government"
receivable in the General Fund since it is intended to have the $600,000 paid back to the
City by September 30, 2005, per the agreement. As the loan is paid back in part or in
whole, the receivable setup in the General Fund is decreased, the cash will be increased
and the funds will be available again in the fund balance reserve.
As per the agreement, the loan maturity date is September 30, 2005. By this date, the
loan is due and payable in full. If for whatever reason this loan can not be paid offby the
maturity date, either the loan terms will have to be renegotiated by the parties involved or
the city will have to write off the loan as a loss to the General Fund.
Recommendation
Adopt resolution.
lP A loan.doc
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RESOLt:TIO:\l!\'O.
A RESOLUTION OF THE MAYOR AND COMMO!\' COUNCIL
OF THE CITY OF SA!\' BERNARDINO APPROVI!\'G THAT
CERTAIN 2001 LOAN AGREEMENT BY AND AMO~G THE
CITY OF SAN BERNARDINO, THE SAN BER!\'ARDI!\'O
VALLEY l\It:NICIPAL WATER DISTRICT, A!\'D THE SAN
BERNARDI~O REGIONAL WATER RESOURCES
AUTHORITY, ON THE TERMS SET FORTH I~ SUCH
AGREEME!\'T
WHEREAS, the San Bernardino Regional Water Resources Authority (the
10 "Authority") was organized pursuant to a Joint Powers Agreement dated August 26, 1998, by
11 and among the City of San Bernardino (the "City"). the Inland Valley Development Agency (the
12 "Agency") and the San Bernardino Valley Municipal Water District (the "District") (collectively,
13 the "Memb~rs") for th~ purpose of detemlining the most beneficial method of alleviating high
14 ground \\'at~r problems existing in the City, including areas within the territorial boundaries of
15 the District and the Agency: and
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WHEREAS, to accomplish its goals and objectives, the Authority plans to conduct
a water resource and storage project known as the San Bernardino Vision 2020 Project (the
19 "Project"): and
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WHEREAS, the Authority retained Ehrenkrantz, Eckstut & Kuhn Architects PC, a
Califomia corporation (the "Consultant"), to assist the Authority with development and
implementation of an Economic Development Plan, including preparation of a Specific Plan and
an Em'ironmental Impact Report (the "EIR"), in furtherance of the Project and seeks funding
from th~ City and the District to implement the preparation of Economic Development Plan
through the Specific Plan element; and
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2 WHEREAS, the District previously advanced $118,000 to the Authority under a
3 separate loan agreement between the District and the Authority, dated as of June 18, 1999 (the
4 "Initial Loan Agreement") in connection with a limited scope of preparatory work authorized by
5 the Authority and conducted by the Consultant in preparation for the performance of the scope of
6 services for the Specific Plan preparation for which the City shall reimburse one-half of such
7 amount to the District, under the loan agreement; and
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9 WHEREAS, the District, the City and the Authority intend that federal or state
10 grants may be available at some date in the future to reimburse the parties for the expenses
11 incurred and paid to the Consultant in connection with the preparation of the Economic
12 Development Plan and that such federal or state grant funds may also be available to pay
13 additional expenses to be incurred for the completion of the Economic Development Plan, from
14 and after the date of any receipt of such federal or state grant funding; and
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18 WHEREAS, the City desires to lend funds to the Authority to allow the Authority
19 to pay the invoices of the Consultant in assisting the Authority with the development of the
20 Economic Development Plan, in furtherance of the Project, on the terms set forth in the loan
agreement; and
WHEREAS, the District has approved the loan agreement; and
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WHEREAS, Authority legal counsel has prepared a proposed 2001 Loan Agreement by
and between the City, the District and the Authority, attached hereto as Exhibit "A" (the
"Agreement"); and
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2 WHEREAS, it is appropriate for the Mayor and Common Council to take action with
3 respect to the Agreement, as set forth in this Resolution.
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5 NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF
6 SAN BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
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8 Section I. On October 15, 2001, the Mayor and Common Council considered the
9 Agreement at a regular, open, public meeting of the Mayor and Common Council. The minutes
10 of the City Clerk for the October 15,2001, regular meeting of the Mayor and Common Council
11 shall include a record of all documents and communication submitted to the Mayor and Common
12 Council by interested persons relating to the consideration of the Agreement.
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18 feasibility and planning studies that will be conducted as a result of the City loaning funds to the
19 Authority, under the Agreement, will consider environmental factors and are related to future
20 actions that the City has not approved, adopted or funded. Approval of the Agreement is
21 statutorily exempt from the provisions of the California Environmental Quality Act ("CEQAn),
22 as amended, under Title 14 California Code of Regulations Section 15262 and no environmental
review is required in association with approval of the Agreement.
Section 2. A copy of the Agreement in the form submitted at the October 15, 2001,
meeting is attached as Exhibit "An and incorporated herein by reference.
Section 3.
The Mayor and Common Council hereby find and determine that the
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Section 4. The Mayor and Common Council hereby approve the Agreement, as
submitted at the October 15,2001, meeting. The Mayor is hereby authorized and directed to
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2 execute the Agreement on behalf of the City, together with such technical and conforming
3 changes as may be approved by the City Attorney.
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5 Section 5. The Mayor is hereby authorized and directed to take all actions set forth in
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6 the Agreement on behalf of the City.
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A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
2 BERNARDINO APPROVING THAT CERTAIN 2001 LOAN AGREEMENT BY AND
AMONG THE CITY OF SAN BERNARDINO, THE SAN BERNARDINO VALLEY
3 MUNICIPAL WATER DISTRICT, AND THE SAN BERNARDINO REGIONAL
WATER RESOURCES AUTHORITY, ON THE TERMS SET FORTH IN SUCH
4 AGREEMENT
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
Common Council of the City of San Bernardino at a
meeting thereof, held on the
day of
,2001, by the following vote, to wit:
Common Council
ESTRADA
LIEN
MCGINNIS
11 SCHNETZ
SUAREZ
12 ANDERSON
McCAMMACK
AYES
NAYS
ABSTAIN
ABSENT
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19 Approved as to form
and legal content:
~~ By: C~ ~-~"
/' James F. Penman '
22 I City Attorney
(/'
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City Clerk
The foregoing Resolution is hereby approved this _ day of
,2001.
Judith Valles, Mayor
of the City of San Bernardino
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STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO
CITY OF SAN BERNARDINO )
) ss
I, City Clerk of the City of San Bernardino, DO
HEREBY CERTIFY that the foregoing and attached copy of Mayor and Common Council of
the City of San Bernardino Resolution No. is a full, true and correct copy of that
now on file in this office.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the City of San Bernardino this day of , 2000.
City Clerk
of the City of San Bernardino
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EXHIBIT "A"
SAN BERl'ITARDINO REGIONAL WATER RESOURCES AUTHORITY
2001 LOAN AGREEMENT
(City of San Bernardino and the San Bernardino Valley Municipal Water District)
THIS LOAN AGREEMENT (this "Agreement") is dated as of October 1,2001, and
is entered into by and among the City of San Bernardino, a California charter city (the "City"), the
San Bernardino Valley Municipal Water District, a public water district organized under the laws
of the State of California (the "District"), and the San Bernardino Regional Water Resources
Authority, ajoint powers authority, pursuant to California Government Code Sections 6500, et seq.
(the "Authority").
WHEREAS, the Authority was organized pursuant to a Joint Powers Agreement
dated August 26,1998 (the "Joint Powers Agreement") by and among the City, the Inland Valley
Development Agency (the "Agency") and the District (collectively, the "Members") for the purpose
of determining the most beneficial method of alleviating high ground water problems existing in the
City, including areas within the territorial boundaries of the District and the Agency; and
WHEREAS, to accomplish its goals and objectives, the Authority plans to conduct
a water resource and storage project known as the San Bernardino Vision 2020 Project (the
"Project"); and
WHEREAS, the Authority retained Ehrenkrantz, Eckstut & Kuhn Architects PC, a
California corporation (the "Consultant"), to assist the Authority with development and
implementation of an Economic Development Plan, induding preparation of a Specific Plan and an
Environmental Impact Report (the "EIR"), in furtherance of the Project and seeks funding from the
City and the District to implement the preparation of the Specific Plan element and, eventually, the
preparation and distribution for review of the EIR; and
WHEREAS, the District previously advanced $118,000 to the Authority under a
separate loan agreement between the District and the Authority, dated as of June 18, 1999 (the
"Initial Loan Agreement") in connection with a limited scope of preparatory work authorized by the
Authority and conducted by the Consultant in preparation for the performance of the scope of
services for the Specific Plan preparation for which the City shall reimburse one-half of such amount
to the District, as provided in this Agreement; and
WHEREAS, the District, the City and the Authority intend that federal or state grants
may be available at some date in the future to reimburse the parties for the expenses incurred and
paid to the Consultant in connection with the preparation of the Economic Development Plan and
that such federal or state grant funds may also be available to pay additional expenses to be incurred
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for the completion of the Economic Development Plan, from and after the date of any receipt of such
federal or state grant funding; and
WHEREAS, the City and the District desire to lend funds to the Authority to allow
the Authority to pay the invoices of the Consultant in assisting the Authority with the development
and implementation of the Economic Development Plan, in furtherance of the Project, and the
Authority seeks to borrow funds from the City and the District to accomplish such purposes in
accordance with the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree, as follows:
I. CitylDistrict Loan. The City and the District shall each loan to the Authority
an amount not to exceed Six Hundred Thousand Dollars ($600,000), which in the aggregate shall
not exceed One Million Two Hundred Thousand Dollars ($1,200,000) (the "CitylDistrict Loan"),
including the amounts described in Section 3 of this Agreement. The City and the District shall each
provide their respective portions of the funds necessary to fund the full amount of the CitylDistrict
Loan by the dates required in this Agreement. The CitylDistrict Loan shall be evidenced by two (2)
separate promissory notes executed by the Authority in favor of each the City and the District,
respectively, for one-half of the total principal amount of the CitylDistrict Loan, substantially in the
form attached hereto as Exhibit "A" and incorporated herein by this reference (the "Notes"). No
interest, origination points or loan fees shall be charged to the Authority under or regarding the
Notes. Principal disbursements shall be noted on the Notes, as each disbursement is made by the
City or the District, respectively.
2. Use of CitylDistrict Loan. The Authority shall use the CitylDistrict Loan
proceeds solely for the purposes of paying the fees and authorized expenses of the Consultant, for
services rendered pursuant to that certain Agreement for Professional Services by and between the
Authority and the Consultant approved by the Authority on August 14,2001, for the preparation and
review of the Economic Development Plan and for such other expenses reasonably incurred by the
Authority related to the Project, to be executed upon approval and execution of this Agreement by
all of the parties hereto. The Authority agrees that the proceeds of the CitylDistrict Loan shall not
be used for any other purposes.
3. Transfer of Prior Loan Disbursements. Upon the date of final approval of
this Agreement by all parties hereto, an amount equal to $118,000 shall be transferred from the
principal balance owed by the Authority under the Initial Loan Agreement to the original principal
balance under this Agreement in equal amounts of $59,000 each to the respective Notes of the City
and the District. The principal balance then owed by the Authority to the District under the Initial
Loan Agreement shall thereby be reduced by an amount equal to $118,000. Within ten (10) calendar
days after the execution of this Agreement by all of the parties hereto, the City shall remit to the
District a check in the amount of$59,000.
4. Intent to Obtain Grant Funding. The parties to this Agreement intend that
one or more federal and/or State of California grants will be available to the parties for the purposes,
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among others, of reimbursing the parties for costs advanced in furtherance of the Project, to
reimburse the City and the District for disbursements made by the City and District to the Authority,
and for such other costs and expenditures incurred by any party in furtherance of the Project. The
parties intend that one or more of such federal or state grants shall be used to repay the indebtedness
evidenced by this Agreement and the respective Notes of the City and the District and to, thereafter,
pay the ongoing fees and expenses of the Consultant for the remaining scope of services to be
performed pursuant to the Agreement for Professional Services by and between the Authority and
the Consultant, without the requirement for any further advances being made by the City or the
District. Any federal or state grants received by either the City or the District shall be used and
applied in accordance with the specific terms and conditions of the award of such grants, without
any requirement under this Agreement that such grant funds be used in any manner other than as
required by the governmental agency or department awarding such grant funds.
5. Disbursement of CitylDistrict Loan. The Authority may draw upon the
CitylDistrict Loan from time to time, upon recommendation of the Management Committee of the
Authority to the President of the Authority that payment be formally requested by the President in
a written "Request for Loan Proceeds" signed by the President or another officer of the Authority
duly authorized by the Authority for such purpose or any other designee of the President and
delivered to both the District and the City Administrator ("Request for Loan Proceeds"). As soon
as practical, but no later than November 30, 2001, the Authority shall authorize the establishment
of appropriate bank accounts for the deposit and retention of funds received by the Authority under
this Agreement and for making payments to the Consultant from such funds. Thereafter, within
twenty (20) days of delivery of a Request for Loan Proceeds from the Authority, the City and the
District shall each transmit one-half of the total amount requested to the Authority. If the Consultant
submits an invoice for payment, prior to the Authority establishing appropriate bank accounts, the
District shall pay the Consultant by the times required in the Agreement for Professional Services
between the Authority and the Consultant and the City shall make diligent efforts to transmit its
check for one-half of the approved Request for Loan Proceeds amount to the District, prior to the
date that the District is required to remit payment to the Consultant. The Authority shall not submit
more than two (2) Requests for Loan Proceeds in anyone calendar month.
6. Limitations on Authorized Proceedings. The parties to this Agreement
recognize and agree that the initial direction to the Consultant to proceed pursuant to the Agreement
for Professional Services between the Authority and the Consultant shall be limited solely to the
preparation of the Economic Development Plan, exclusive of preparation of the EIR, unless the City
and the District by appropriate actions of their governing bodies (i) authorize the Authority to direct
the Consultant to proceed with the preparation of the EIR, and (ii) approve additional joint funding
or such other arrangements for the funding of the additional Consultant fees for preparation of the
EIR that are acceptable to both the City and the District, at their independent sole discretion. The
Authority agrees not to allow, direct or permit the Consultant to proceed with any scope of work,
regardless of payment source, in furtherance of the preparation of the EIR, unless and until the
conditions contained in this paragraph are satisfied. If the Authority is dissolved by the joint actions
of all parties comprising the Authority, this Section shall, thereafter, have no further force or effect
and nothing contained herein shall be binding upon either the City or the District to proceed with
any portion or phase of the Project.
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7. Repavment ofCitylDistrict Loan: Paritv with Initial Loan Agreement.
7.1. Interest. The City/District Loan shall not accrue interest.
7.2. Maturity Date. The Authority shall repay the unpaid principal
balance on the CitylDistrict Loan when and to the extent financially feasible from available revenues
and other funding sources of the Authority, including but not limited to legally available federal or
state funds and grants, and in no event later than September 30, 2005 (the "Maturity Date").
7.3. Parity Loan. The District and the Authority agree that this
Agreement shall be in parity with the Initial Loan Agreement and any funds that are legally available
to the Authority for the repayment of the principal amounts owed pursuant to either the Initial Loan
Agreement or this Agreement shall be applied in equal amounts to the City and the District in
proportion to the principal balances then owed by the Authority to the City and District. The
Authority shall not give any preference to payments intended to be made as to either loan agreement
over the other loan agreement so that payments will be made proportionately from all available
funds received by the Authority for the repayment of both the Initial Loan Agreement and this
Agreement.
8. Security for Notes. The CitylDistrict Loan is not secured by the pledge or
assignment of, or the granting of any security interest in the assets, funds, revenues or properties of
the Authority. The obligations of the Authority under this Agreement and under the Notes are not
guaranteed by, nor payable, either directly or indirectly, by, nor are they the obligations of, the City,
the Agency or the District, but are solely the obligations of the Authority itself, as a separate and
independent public entity.
9. Representations of Authority.
(a) The Authority is duly organized under the laws of the State of
California and has the power to enter into this Agreement and incur the obligations evidenced by
the Notes.
(b) Execution of this Agreement and the Notes is duly authorized by
the governing body of the Authority and does not require the approval of the legislative body of any
of the individual Members.
(c) No further governmental or regulatory approvals are required for
the approval, execution and delivery by the Authority of this Agreement and the Notes that have not
previously been obtained by the Authority.
(d) This Agreement and the Notes are duly executed and delivered by
the Authority and constitute valid and binding obligations of the Authority payable from the
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revenues, funds and assets of the Authority, as such funds become available in accordance with
Section 7.2, and the Notes.
(e) The representations of the Authority set forth in this Agreement are
true and correct in all material respects on and as of the dates when the Authority receives an
advance as provided in Section 5 above, with the same force and effect as though such
representations and warranties were made on and as of such date.
(I) On and as of the date when the Authority receives each advance, the
Authority shall not be in default under any other indebtedness of the Authority, and the execution,
delivery or performance by the Authority of this Agreement and the Notes shall, to the best of the
Authority's knowledge, not contravene any provision of law, rule or regulation of any governmental
authority and shall, to the best of the Authority's knowledge, not conflict or be inconsistent with or
result in any breach of the 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 other agreement, contract or instrument to which the Authority is a party or by which it is bound
or may be subject.
10. Events of Default.
(a) By City or District. Failure or refusal of the City or the District to
fund the City/District Loan, as required in Section I, shall constitute a default by the City and the
District.
(b) By Authority. Each of the following shall constitute a default by
the Authority:
(i) failure to pay in full the outstanding principal balance of the
Notes in accordance with Section 7.2;
(ii) failure to perform or a delay in performing any term or
provision of this Agreement and such failure or delay is not corrected within thirty (30) days of
notice thereof from the City or the District to the Authority.
II. Remedies. Upon default by the City or the District: (i) the Authority shall
be released from any further obligations under this Agreement and the Notes; provided, however,
that the Authority shall not be released from its obligation to repay any and all advances made under
this Agreement and (ii) the Authority may seek appropriate legal or equitable relief. Upon a default
by the Authority, the City or the District may institute any proceeding at law or in equity to enforce
the obligations of the Authority under the Notes or this Agreement. In any action arising under this
Agreement among the parties hereto, the prevailing party or parties shall be entitled to
reimbursement from the other party or parties of all costs and expenses, including reasonable
attorney's fees, in bringing such action. Additionally, the City and the District shall be entitled to
any costs, including reasonable attorney's fees incurred in collecting amounts due the. City or the
District, respectively, under this Agreement or the Notes. For the purposes ofthis section II, the
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salaries and expenses of the City Attorney of the City of San Bernardino and the attorneys employed
in his office, allocated on an hourly basis for time spent in enforcing this Agreement on behalf of
the City, shall be considered "reasonable attorney's fees."
12. No Assignment. Neither the City nor the District shall assign the Notes or
any right to receive payments under the Notes to any other party, without the prior written consent
of the Authority. Neither the City, the District, nor the Authority shall assign any of their rights or
obligations under this Agreement.
13. Term. This Agreement shall terminate upon payment in full by the Authority
of all amounts due under the Notes.
14. 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 their address for receipt of written
notice by so notifying the other party in writing.
TO CITY:
City of San Bernardino
c/o City Administrator
300 North "0" Street, Sixth Floor
San Bernardino, California 92418
Phone: (909) 384-5122
Fax: (909)384-5138
TO DISTRICT:
San Bernardino Valley Municipal
Water District
P.O. Box 5906
San Bernardino, California 92412
Attention: Randy Van Gelder
Phone: (909) 387-9218
Fax: (909) 387-9247
TO AUTHORITY:
San Bernardino Regional Water
Resources Authority
c/o Tim Cook, Assistant to the Mayor/Special Projects
Office of the Mayor of the City of San Bernardino
300 North "0" Street, Sixth Floor
San Bernardino, California 92418
Phone: (909) 384-5133
Fax: (909) 384-5067
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with a copy to:
Lewis, D'Amato, Brisbois & Bisgaard, LLP
650 East Hospitality Lane, Suite 600
San Bernardino, California 92408
Attention: Timothy J. Sabo, Esq.
Phone: (909) 387-1130
Fax: (909) 387-1138
15. Governing Law. This Agreement shall be governed by the laws of the State
of California.
16. Entire Agreement. This Agreement, the Notes and any exhibits attached
hereto and thereto (collectively, the "Loan Documents") constitute the entire agreement between the
parties and may not be amended without the prior written consent of each of the parties hereto. The
Loan Documents supersede all prior negotiation, discussions and previous agreements between the
parties concerning the subject matter therein. The parties intend the Loan Documents to be the final
expression of their agreement with respect to the subjects therein and a complete and exclusive
statement of such agreement. No modification, amendment or waiver of any term of the Loan
Documents shall be binding unless executed in writing by the parties hereto.
17. 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 fullest extent permitted by law.
18.
each of which will
instrument.
CounteqJarts. This Agreement may be executed in one or more counterparts,
constitute an original and all of which together shall constitute a single
SB2001:27840.2
7
e
e
e
SAN BERNARDINO REGIONAL WATER RESOURCES AUTHORITY
.2001 LOAN AGREEMENT
(City of San Bernardino and the San Bernardino Valley Municipal Water
District)
IN WITNESS WHEREOF, each of the parties hereto have executed this Agreement
as of the date first written above.
CITY
City of San Bernardino
By:
Judith Valles
Mayor
A TIEST:
By:
City Clerk
APPROVED AS TO FORM
AND LEGAL CONTENT:
By: ~~ 7. 1h.r/Y.4....
( City Attorney
"
DISTRICT
San Bernardino Valley Municipal
Water District
By:
C. Patrick Milligan
President
ATTEST:
By:
Secretary
SB2001:27840.2
8
SAN BERNARDINO REGIONAL WATER RESOURCES AUTHORITY
2001 LOAN AGREEMENT
(City of San Bernardino and the San Bernardino Valley Municipal Water
District)
.
AUTHORITY
San Bernardino Regional Water
Resources Authority
By:
Judith Valles
President
(SEAL)
A TIEST:
By:
Secretary
APPROVED AS TO FORM:
. By:
Authority Counsel
.
882001:27840.2
9
.
.
.
SAN BERi.'lARDINO REGIONAL WATER RESOURCES AUTHORITY
PROMISSORY NOTE
Maximum Principal Amount
$600,000
Dated:
Initial Rate ofInterest: 0%
FOR VALUE RECEIVED, the San Bernardino Regional Water Resources Authority
(the "Authority") hereby promises to pay to (the
"Lender"), at such address as the Lender shall designate, an aggregate principal sum not to exceed
Six Hundred Thousand Dollars ($600,000). This Note is hereby tendered in accordance with that
certain Loan Agreement entered into ,2001, by and among the Authority, the Lender
and the (the "Loan Agreement").
I. This Note evidences the indebtedness of the Authority to the Lender incurred
in connection with each advance (the "Advance") made by the Lender to the Authority pursuant to
the Loan Agreement. The terms and provisions of the Loan Agreement are hereby incorporated
into this Note by this reference.
2. The principal balance of this Note shall acme no interest.
3. Payments of principal shall be made by the Authority to the Lender from time
to time from available revenues and other funding sources of the Authority, including, but not
limited to, legally available federal and State funds and grants in accordance with the terms of the
Loan Agreement.
4. This Note is solely the debt of the Authority, as a separate and distinct public
entity from its individual Members (as defined herein). This Note is not a debt of the City of San
Bernardino, the Inland Valley Development Agency or the San Bernardino Valley Municipal Water
District (collectively, the "Members"). This Note does not constitute an indebtedness within the
meaning of any constitutional or statutory debt limitation or restriction. Neither the Members nor
the persons executing this Note are liable personally on this Note by reason of its issuance.
5. This Note shall mature as of September 30, 2005, unless prepaid in full
before such date (the "Maturity Date").
6.
without penalty.
The Authority may prepay the principal amount of this Note, at any time,
882001:27840.2
I
.
.
.
7. This Note is not secured by the pledge or assignment of, or the granting of
any security interest in the assets, funds, revenues or property of the Authority.
8. This Note shall not be assigned by the Lender or the Authority, without the
prior written consent of each party.
9. The execution, delivery and performance of this Note are duly authorized by
all necessary actions of the Authority, do not require the consent or approval of any other person,
regulatory authority or governmental body, and do not conflict with, result in a violation of, or
constitute a default of: (a) any provision of any agreement or other instrument binding upon the
Authority or (b) any law, governmental regulation, court decree or order applicable to the Authority.
10. This Note, when delivered, shall constitute a legal, valid and binding
obligation of the Authority enforceable in accordance with its terms.
II. This Note, the Loan Agreement and any exhibits attached thereto constitute
the entire understanding and agreement of the parties as to the matters set forth herein and therein.
No alteration of or amendment to this Note shall be effective, unless given in writing and signed
by the Lender and the Authority.
12. This Note has been delivered to the Lender and accepted by the Lender in the
State of California. In the event of a lawsuit, the Lender and the Authority agree to submit to the
jurisdiction of the Superior Court of the State of California in San Bernardino County, California.
This Note shall be governed by the laws of the State of California.
13. If a court of competent jurisdiction finds any provision of this Note invalid
or unenforceable as to any person or circumstance, such finding shall not render that provision
invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending
provision shall be deemed to be modified to be within the limits of enforceability or validity;
however, if the offending provision cannot be so modified, it shall be stricken and all other
provisions of this Note in all respects shall remain valid and enforceable.
IN WITNESS WHEREOF, the Authority has caused this Note to be executed as of
this _day of ,2001.
SAN BERNARDINO REGIONAL WATER
RESOURCES AUTHORITY
By:
Judith Valles,
President
SB2Q01:27840.2
2
CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
October 19, 2001
TO:
Tim Cook, Project Manager
FROM:
Michelle Taylor, Senior Secretary
RE:
Transmitting Documents for Signature - Resolution 2001-321
At the Mayor and Common Council meeting of October 15, 2001, the City of San Bernardino
adopted Resolution 2001-321 - Resolution approving that certain 2001 Loan Agreement by and
among the City of San Bernardino, the San Bernardino Valley Municipal Water District, and the
San Bernardino Regional Water Resources Authority, on the terms setforth in such agreement..
Attached is one original agreement. Please obtain signatures in the appropriate locations and
return the original agreement 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. 3206. Thank you.
Michelle Taylor
Senior Secretary
I hereby acknowledge receipt of the above mentioned documents.
Signed:
Date:
Please sign and return
"
, .
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted):
ID-15-D\
Nays
//('
Item #
B--
Vote:
Ayes 1- 'I
Abstain
A-
?Z-\
-e--
Change to motion to amend original documents: -
Reso. # On Attachments: --L Contract term:
Note on Resolution of Attachment stored separately: -'=---
Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY
Date Sent to Mayor: 10-\\-0\
Date of Mayor's Signature:
Date of ClerklCDC Signature:
10-\~-DI
\O-\f{-O,
Resolution #
'2.00 I -
Absent
\
NullNoid After: -
By: -
Reso. Log Updated: V
Seal Impressed: /
Date Memo/Letter Sent for Signature: 10 '\ q --(, \
60 Day Reminder Letter Sent on 30th day:
90 Day Reminder Letter Sent on 45th day:
See Attached: ~Date Returned:
See Attached:
See Attached:
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634):
Updated CDC Personnel Folders (;;57):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Copies Distributed to:
City Attorney
Parks & Rec.
v'
Dev. Services
Code Compliance
Public Services
Water
Police
Notes:
Yes -.L No By
Yes NoL- By
Yes No~ By
Yes No Y By
Yes NoL By
EDA
,,/
Finance"/ MIS
Others: -rIm ('()oK (mAtt,,,:, nI1iCF)
BEFORE FILING, REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE
YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.)
Ready to File: ~
Date:
Revised 01/12/01